UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 822, 2025

CALIDI BIOTHERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40789

86-2967193

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4475 Executive Drive, Suite 200,

San Diego, California

92121

(Address of principal executive offices)

(Zip Code)

(858) 794-9600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share		CLDI		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 7.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

~~The~~On ~~description~~October in24, ~~Item~~2025, ~~5.02~~Calidi ~~below~~Biotherapeutics, asInc. ~~it relates to~~ (the ~~terms~~“Company”) ~~and~~made ~~conditions~~available ofon ~~the~~its ~~General~~website ~~Release~~an ofupdated ~~Claims~~presentation ~~and~~in ~~Separation Agreement and~~relation to the ~~Consulting Agreement entered into with Ms~~Company. ~~Wendy~~Furnished ~~Pizarro Campbell, copies of which are filed herewith~~ as ~~Exhibits~~Exhibit 1099.1 ~~and~~hereto ~~10.2, respectively,~~ and ~~are~~ incorporated inby ~~this~~reference ~~Item 1.01~~ herein byis ~~reference~~the presentation.

~~Item~~By 5filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.02 The information in this Item 7.01 disclosure, ~~Departure~~including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of ~~Directors~~Section or18 ~~Certain~~of ~~Officers;~~the Securities ~~Election~~Exchange Act of ~~Directors;~~1934, ~~Appointment~~as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of ~~Certain~~the ~~Officers;~~Company ~~Compensatory~~under ~~Arrangements~~the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific ~~Certain~~reference ~~Officers~~in such filing.

~~On September~~Item ~~16, 2025, the Board of Directors of Calidi Biotherapeutics, Inc~~8.01 ~~(the~~Other “Company”), approved the elimination of the position of Chief Legal Officer and, as a result, the termination of the employment agreement with Ms. Wendy Pizarro Campbell (the “Employment Agreement”), effective as of October 17, 2025 (“Effective Date”). Per the terms of the Employment Agreement, Ms. Campbell was given a 30-day written notice of termination. On the Effective Date, and as a result of the termination of the Employment Agreement, Ms. Campbell will cease to serve as an executive officer and Section 16 officer of the Company. The decision to terminate Ms. Campbell’s employment was made in connection with the Company’s ongoing cost-reduction and operating-efficiency initiatives, including lessening its senior leadership structure to better align with the Company’s size, stage of development, and available resources. The Company’s decision was not due to any disagreement with Ms. Campbell on any matter relating to the Company’s operations, policies, or practices. The Company approved the appointment of the Chief Financial Officer, Andrew Jackson, as Corporate Secretary as of the Effective Date.Events

InOn ~~connection~~October ~~with the termination~~22, ~~on September 17,~~ 2025, the Company ~~executed~~issued a ~~General~~press ~~Release of Claims and Separation Agreement (“Agreement”) with Ms. Campbell. The Agreement contains customary protections, including a general~~ release ofannouncing ~~claims~~the byestablishment ~~Ms. Campbell in favor~~ of ~~the Company~~a ~~and~~new ~~certain~~scientific ~~other~~advisory ~~related~~board ~~parties. The Agreement will only go effective after the Revocation Period (which is seven business days from September 17, 2025, and excluding such date). Pursuant~~ to ~~the~~further ~~terms of the Agreement, after the Revocation Period, the Company~~develop ~~shall~~its beRedTail ~~obligated~~platform ~~to pay i) a bonus in the amount of $85,000, upon the successful~~ and ~~effective~~advance ~~corporate spin~~CLD-~~off,~~401 ~~out-licensing,~~into ~~or similar~~the ~~transaction~~clinic. ~~relating~~A tocopy ~~Nova Cell prior to October 31, 2025, and (ii) $212,500 severance pay in the form~~ of ~~compensation continuation over six months pursuant to~~ the ~~Company’s~~press ~~regular~~release ~~and~~is ~~customary~~included ~~payroll~~as ~~schedule,~~Exhibit ~~less~~99.2 ~~all~~hereto ~~regular~~ and ~~customary~~is ~~payroll~~incorporated ~~withholdings~~by ~~and~~reference ~~shall pay Ms~~herein. ~~Campbell’s COBRA premiums for six months, commencing October 2025, upon timely election.~~

Concurrent to entering into the Agreement, the Company also entered into a consulting agreement with Ms. Campbell (“Consulting Agreement”), effective as of October 18, 2025. Pursuant to the Consulting Agreement, Ms. Campbell will be paid a fee of $250 per hour (for a maximum of 20 hours per month), for services rendered to the Company pursuant to the Consulting Agreement. The Consulting Agreement is for an initial term of six months, subject to early termination by either party, with or without reason, at any time, and may be extended upon mutual agreement by the parties after the expiration of the initial six-month term.

The foregoing description of the agreements entered into with Ms. Campbell is not complete and is subject to and qualified in its entirety by reference to the full text of the Agreement and the Consulting Agreement, which agreements are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Exhibit Description
10.1		General Release of Claims and Separation Agreement by and between the Company and Wendy Pizarro Campbell dated September 17, 2025.
99.1		Presentation
10.2		Consultation Agreement by and between the Company and Wendy Pizarro Campbell effective October 18, 2025.
99.2		Press Release dated October 22, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CALIDI BIOTHERAPEUTICS, INC.
Dated: September 19, 2025
Dated: October 24, 2025
	By:	/s/ Andrew Jackson
	Name:	Andrew Jackson
	Title:	Chief Financial Officer

Filing Compare · Calidi Biotherapeutics, Inc.