CLDIHIGH SIGNALRISK10-K

CLDI underwent a dramatic share count reduction from 28.5 million to 10.9 million shares outstanding while strengthening its balance sheet position but maintaining substantial operating losses.

The 62% reduction in outstanding shares suggests a major corporate restructuring event, potentially a reverse stock split or significant buyback, which often signals financial distress or an attempt to meet listing requirements. The addition of more explicit risk language about potential cessation of operations indicates heightened going-concern uncertainties that investors should carefully monitor.

Comparing 2026-03-27 vs 2025-03-31View on EDGAR →
FINANCIAL ANALYSIS

CLDI's balance sheet improved meaningfully with current liabilities declining 59% and total liabilities falling 58%, while assets contracted more modestly at 38-39%. Operating expenses decreased moderately with SG&A falling 19%, contributing to a slight improvement in net losses from $22.1M to $19.9M. The overall financial picture suggests cost-cutting efforts and liability reduction, though the company remains deeply unprofitable in its clinical-stage operations.

FINANCIAL STATEMENT CHANGES
Current Liabilities
Balance Sheet
-58.6%
$9.5M$3.9M

Current liabilities reduced — improved short-term financial position and working capital health.

Total Liabilities
Balance Sheet
-58.3%
$12.2M$5.1M

Liabilities reduced 58.3% — deleveraging improves balance sheet strength and financial flexibility.

Current Assets
Balance Sheet
-38.8%
$10.2M$6.3M

Current assets declined 38.8% — monitor working capital adequacy and short-term liquidity.

Total Assets
Balance Sheet
-37.5%
$14.2M$8.9M

Total assets contracted 37.5% — asset sales, write-downs, or balance sheet optimization underway.

SG&A Expense
P&L
-18.6%
$12.9M$10.5M

SG&A reduced 18.6% — improved cost efficiency or headcount reduction improving operating margins.

Net Income
P&L
+10.1%
-$22.1M-$19.9M

Net income grew 10.1% — bottom-line growth signals improving overall business health.

LANGUAGE CHANGES
NEW — 2026-03-27
PRIOR — 2025-03-31
ADDED
As of March 20, 2026, there were 10,895,725 shares of registrant s common stock outstanding, excluding 150,000 non-voting common stock held in escrow.
If we are unable to raise capital when needed, or if at all, we will be forced to delay, reduce or eliminate some of our product development programs or commercialization efforts , or cease our operations altogether.
Sponsor means First Light Acquisition Group, LLC, a Delaware series limited liability company.
3 SUMMARY OF RISK FACTORS The following is a summary of the principal factors that make an investment in our common stock speculative or risky.
This summary does not address every aspect of our risk factors, all of the risks that we face, or other factors not presently known to us or that we currently believe are immaterial.
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REMOVED
As of March 24, 2025, there were 28,467,580 shares of registrant s common stock outstanding, excluding 1,800,000 non-voting common stock held in escrow.
If we are unable to raise capital when needed, or if at all, we will be forced to delay, reduce or eliminate some of our product development programs or commercialization efforts.
Significant Calidi Holder means Allan Camaisa and/or Scott Leftwich; and Sponsor means First Light Acquisition Group, LLC, a Delaware series limited liability company.
PART I ITEM 1 BUSINESS Overview We are a clinical stage immuno-oncology company that is developing proprietary allogeneic stem cell-based and enveloped virus platforms to potentiate and deliver oncolytic viruses (vaccinia virus and adenovirus) and, potentially, other molecules to cancer patients.
We are currently developing two proprietary stem cell-based platforms and one enveloped vaccinia virus platform designed to protect the oncolytic virus, whether natural or engineered, from neutralization by the patient s immune defenses, allowing for greater infection of the tumor cells and leading to a potential improvement in the antitumor activity of oncolytic viruses over traditional naked oncolytic virus therapies.
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