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Correspondence 0001493152-24-040408 from Calidi Biotherapeutics, Inc. (CLDI)

Calidi Biotherapeutics, Inc.
Date: Oct. 8, 2024 · CIK: 0001855485 · Accession: 0001493152-24-040408

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File numbers found in text: 333-282456

Date
October 1, 2024
Author
Chief
Form
CORRESP
Company
Calidi Biotherapeutics, Inc.

Letter

October 8, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

F Street NE

Washington, D.C. 20549

Attention: Doris Stacey Gama

Re: Calidi Biotherapeutics, Inc.

Registration Statement on Form S-3

File No. 333-282456

Filed on October 1, 2024, as amended October 7, 2024

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Calidi Biotherapeutics, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective on Thursday, October 10, 2024, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please confirm orally that event with our counsel, Sichenzia Ross Ference Carmel LLP., by calling Jay K. Yamamoto, Esq. at 212-930-9700.

Very
truly yours,
/s/
Andrew Jackson

Show Raw Text
CORRESP
1
filename1.htm

October
8, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street NE

Washington,
D.C. 20549

Attention:
Doris Stacey Gama

    Re:
    Calidi
    Biotherapeutics, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-282456

    Filed
    on October 1, 2024, as amended October 7, 2024

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Calidi Biotherapeutics,
Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”)
take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”)
so as to become effective on Thursday, October 10, 2024, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable. Once the Registration
Statement has been declared effective, please confirm orally that event with our counsel, Sichenzia Ross Ference Carmel LLP., by calling
Jay K. Yamamoto, Esq. at 212-930-9700.

    Very
    truly yours,

    /s/
    Andrew Jackson

    Andrew Jackson

    Chief
    Financial Officer