0001855485 2026-03-05 2026-03-05 0001855485 1 2026-03-05 2026-03-05 0001855485 2 2026-03-05 2026-03-05 0001855485 3 2026-03-05 2026-03-05 0001855485 4 2026-03-05 2026-03-05 0001855485 5 2026-03-05 2026-03-05 iso4217:USD pure S-3 S-3MEF EX-FILING FEES 333-284229 0001855485 Calidi Biotherapeutics, Inc. N/A N/A 0.0001381 0.0001381 0.0001381 0.0001381 S-3 Calidi Biotherapeutics, Inc. Equity Common Stock, par value $0.00001 per share true Equity Preferred Stock, par value $0.00001 per share true Other Warrants true Other Units true false Unallocated (Universal) Shelf true 4200000.00 0.0001381 580.02 4200000.00 580.02 0.00 0.00 580.02 (a) The registrant previously registered the offer and sale of certain securities having a proposed maximum aggregate offering price of $25,000,000 pursuant to a Registration Statement on Form S-3 (File No. 333-284229) (the "Prior Registration Statement"), which was initially on January 10, 2025, and was declared effective by the SEC on February 7, 2025. As of the date hereof, a balance of $21,000,000 of such securities remains unsold under the Prior Registration Statement. In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act") and General Instruction IV(A) of Form S-3, the registrant is hereby registering the offer and sale of an additional $4,200,000 of its securities. The additional amount of securities that is being registered for offer and sale represents no more than 20% of the maximum aggregate offering price of the remaining securities available to be sold under the Prior Registration Statement. Pursuant to Rule 416 under the Securities Act, this Registration Statement on Form S-3 (this "Registration Statement") shall also cover any additional shares of the registrant's Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the registrant's receipt of consideration which results in an increase in the number of the outstanding shares of the registrant's Common Stock. (b) The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.ii.b to Item 16(b) of Form S-3. (c) The maximum aggregate offering price has been estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the Securities Act. No separate consideration will be received for shares of common stock that are issued upon conversion of debt securities or preferred stock or upon exercise of warrants registered hereunder. The aggregate maximum offering price of all securities issued by the registrant pursuant to this Registration Statement will not exceed $4,200,000.