SecProbe.io

CORRESP
1
filename1.htm

    Daniel
    B. Eng

    45
    Fremont Street, Suite 3000

    San
    Francisco, California 94105

    Daniel.Eng@lewisbrisbois.com

    Direct:
    415.262.8508

    January
    16, 2024

VIA
EDGAR

Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attention: Jimmy McNamara

 Re: Calidi
                                            Biotherapeutics, Inc.

Amendment
No. 2 to Registration Statement on Form S-1

Filed
January 8, 2024

File
No. 333-274885

Dear
Mr. McNamara:

On
behalf of Calidi Biotherapeutics, Inc. (the “Company”), we are submitting this letter in response to the Securities and Exchange
Commission’s (“SEC’s”) staff comment letter dated January 10, 2024. We have reproduced the text of the staff’s
comments in bold-faced type and have provided our responses. Terms used in our responses that are not defined shall have the same meaning
as defined in Amendment No. 3 to the Company’s Registration Statement on Form S-1 concurrently filed with the Commission.

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.

The
Company has revised the risk factor on page 62 and “Forward Purchase Agreement” discussion beginning on page 120 to clarify
the reasons for entering into the Forward Purchase Agreements and related agreements, the number of shares subject to the Forward Purchase
Agreements and the reason why the Company believes that it will not receive a settlement amount under the Forward Purchase Agreements.
In this regard, the Company has disclosed on pages 120 and 121 the benefits and risks to Calid and the Sellers.

ARIZONA
● CALIFORNIA ● COLORADO ● CONNECTICUT ● DELAWARE ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA
● KANSAS ● KENTUCKY ● LOUISIANA ● MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSISSIPPI ●
MISSOURI ● NEVADA ● NEW JERSEY ● NEW MEXICO ● NEW YORK ● NORTH CAROLINA ● OHIO ● OREGON ●
PENNSYLVANIA ● RHODE ISLAND ● TENNESSEE ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON ● WASHINGTON
D.C. ● WEST VIRGINIA

Jimmy
McNamara

January
16, 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.

In
light of the staff’s comment, we have revised the risk factor on page 60 and disclosure on page 65 of the MD&A section to state
that a sale of a substantial number of shares under the current registration statement may adversely affect the share price that the
Company may obtain in future financings and to conduct and complete future financings.

Please
let the undersigned know if the staff has further questions or comments.

    Very
    truly yours,

    /s/
    Daniel B. Eng of

    LEWIS
    BRISBOIS BISGAARD & SMITH llp

DBE

LEWIS
BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com