SEC Comment Letter 0000000000-24-000356 to Calidi Biotherapeutics, Inc. (CLDI)
Calidi Biotherapeutics, Inc.
Date: Jan. 10, 2024 · CIK: 0001855485 · Accession: 0000000000-24-000356
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274885
Letter
United States securities and exchange commission logo January 10, 2024 Allan Camaisa Chief Executive Officer Calidi Biotherapeutics, Inc. 4475 Executive Drive, Suite 200 San Diego, CA 92121 Re:Calidi Biotherapeutics, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed January 8, 2024 File No. 333-274885 Dear Allan Camaisa: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 21, 2023 letter. Amendment No. 2 to Registration Statement on Form S-1 Risk Factors The Settlement Amount, if any, to Be Paid Under the Forward Purchase Agreements is subject to adjustment, page 62 1.We note your response to prior comment 3 and re-issue in part. Please disclose the risks and benefits to each of Calidi and the Sellers based upon how the forward purchase agreements operate, including a clear description of Calidi's maximum monetary and dilutive exposure arising under these agreements and when such exposure would arise.
FirstName LastNameAllan Camaisa Comapany NameCalidi Biotherapeutics, Inc. January 10, 2024 Page 2 FirstName LastName Allan Camaisa Calidi Biotherapeutics, Inc. January 10, 2024 Page 2 Management's Discussion and Analysis Company Overview, page 64 2.We note your revised disclosure that you will be required to raise additional capital. As requested by prior comment 4, please discuss the effect this offering could have on the company's ability to raise additional capital. Please contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Scott E. Bartel, Esq.
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United States securities and exchange commission logo
January 10, 2024
Allan Camaisa
Chief Executive Officer
Calidi Biotherapeutics, Inc.
4475 Executive Drive, Suite 200
San Diego, CA 92121
Re:Calidi Biotherapeutics, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 8, 2024
File No. 333-274885
Dear Allan Camaisa:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 21, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
Risk Factors
The Settlement Amount, if any, to Be Paid Under the Forward Purchase Agreements is subject to
adjustment, page 62
1.We note your response to prior comment 3 and re-issue in part. Please disclose the risks
and benefits to each of Calidi and the Sellers based upon how the forward
purchase agreements operate, including a clear description of Calidi's maximum monetary
and dilutive exposure arising under these agreements and when such exposure would
arise.
FirstName LastNameAllan Camaisa
Comapany NameCalidi Biotherapeutics, Inc.
January 10, 2024 Page 2
FirstName LastName
Allan Camaisa
Calidi Biotherapeutics, Inc.
January 10, 2024
Page 2
Management's Discussion and Analysis
Company Overview, page 64
2.We note your revised disclosure that you will be required to raise additional capital. As
requested by prior comment 4, please discuss the effect this offering could have on the
company's ability to raise additional capital.
Please contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Scott E. Bartel, Esq.