Calidi Biotherapeutics, Inc. completed its acquisition of Materials in Schedule 1, according to the Form 8-K Calidi Biotherapeutics, Inc. filed with the SEC on 2025-10-31. The filing states a price of $6 million.
| Acquirer | Calidi Biotherapeutics, Inc. |
|---|---|
| Acquired | Materials in Schedule 1 |
| Price stated in the filing | $6 million |
| Reported by | Calidi Biotherapeutics, Inc. (CLDI), the buyer |
| Filing | Form 8-K, filed 2025-10-31 |
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What the filing says
The Company will retain stocks of the cell lines listed as part of the Purchased Materials in Schedule 1 for its own use.
The price, in the filing's words
Pursuant to the SRA, the Company sold and transferred 22,500,000 shares of Nova Cell common stock (the "Repurchased Shares"), which represents 75% of the equity interest in Nova Cell and 100% of the Company's ownership of Nova Cell, for a purchase price of $6,000,000 (the "Purchase Price").
More from the filing
Entry into a Material Definitive Agreement On October 27, 2025, Calidi Biotherapeutics, Inc. (the "Company") entered into that certain Stock Repurchase Agreement (the "SRA") and Material Purchase Agreement (the "MPA" and together with the SRA the "Agreements"), with its majority owned subsidiary, Nova Cell, Inc. ("Nova Cell").
The Purchase Price for the Repurchased Shares was or shall be satisfied (A) in part by cancellation of indebtedness under the September 17, 2024, promissory note, net of specified offsets (including a $50,000 cash offset), resulting in an Indebtedness Cancellation Amount of $1,214,864, and (B) the balance, by Deferred Consideration of $4,785,136 payable after closing, as more fully described in the SRA.
After the Deferred Consideration is fully satisfied, the SRA also provides for an ongoing royalty at a fixed percentage of Covered Gross Revenue attributable to or derivative of the materials listed on Schedule A to the MPA, payable quarterly within 30 days after each quarter-end.
Quoted from Calidi Biotherapeutics, Inc.'s Form 8-K.
This is the only completed acquisition Calidi Biotherapeutics, Inc. reported under Item 2.01 in the last twelve months.
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A public company must file a current report on Form 8-K with the SEC within four business days of completing a significant acquisition or disposition of assets, under Item 2.01 of the report. The acquired company sometimes files one too, when the deal makes it a subsidiary of the buyer.
Every fact on this page is taken from one of those filings and linked to it: which company acquired which, the date the filing gives for completion, and the price when the filing states one in dollars, shown next to the sentence that states it. A filing states what was bought and on what terms; it rarely states why, and neither does this page.