Form 8-K

8-K — Calidi Biotherapeutics, Inc.

Accession: 0001493152-26-029710

Filed: 2026-06-23

Period: 2026-06-17

CIK: 0001855485

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 17, 2026

CALIDI

BIOTHERAPEUTICS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40789

86-2967193

(State

or other jurisdiction

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 ☒

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

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

June 17, 2026, the Board of Directors (the “Board”) of Calidi Biotherapeutics, Inc. (the “Company”), upon the

recommendation of the Nominating and Corporate Governance Committee appointed Dr. Corazon (Corsee) Sanders to serve as a Class III director

of the Company, with a term expiring at the Company’s 2029 annual meeting of stockholders and until her successor is duly elected

and qualified, or until her earlier death, resignation, retirement, disqualification, or removal. In addition, the Board appointed Dr.

Sanders to serve as a member of the Audit Committee of the Board.

Corazon

(Corsee) D. Sanders, Ph.D., age 69, is a biotechnology executive and board director with more than 30 years of global leadership

experience in drug development. She has contributed to the clinical development and regulatory approval of multiple approved therapies.

Dr. Sanders currently serves as a Board Director at Ultragenyx Pharmaceutical Inc. (NASDAQ: RARE), where she is also an Audit Committee

member; Legend Biotech Inc. (NASDAQ: LEGN), where she serves on the Audit, Compensation, and Nominating & Governance Committees;

and AltruBio Inc. (private), where she is a Board Director and Audit Committee member. Her previous board roles include BeOne Medicines

Ltd. (formerly BeiGene, Ltd.) (NASDAQ: BGNE), where she served as a Board Director and Audit Committee member until June 2026; Molecular

Templates Inc. (NASDAQ: MTEM), where she served until December 2024; TransCelerate Biopharma Inc., where she served as Vice Chair; and

the Fred Hutchinson Cancer Center, where she served as Co-Chair of the Board of Advisors and Chair of the Science & Technology Advisory

Committee.

Prior

to her board service, Dr. Sanders held senior executive positions at Juno Therapeutics (acquired by Celgene/BMS), where she served as

Executive Vice President of Development Operations and Strategic Advisor to the Chief Medical Officer and contributed to the global development

of Breyanzi® (lisocabtagene maraleucel). At Genentech/Roche, she held several senior leadership roles, including Senior Vice President

& Global Head of Clinical Operations, leading a team of 2,500 professionals, and Senior Vice President of Global Biometrics &

Innovation, leading a team of 1,100 professionals. She was a member of the Late Stage Portfolio Committee and Co-Chair of the Roche/Chugai

Joint Portfolio Management Committee and contributed to the development and approval of multiple therapies, including Herceptin®,

Rituxan®, Avastin®, and Lucentis®. Earlier in her career, she held biostatistics positions at Schering-Plough and Centocor.

Dr. Sanders holds a Ph.D. and M.S. in Statistics from The Wharton School, University of Pennsylvania, and M.S. and B.S. degrees in Statistics

from the University of the Philippines.

connection with her appointment, the Board determined to defer the grant of an initial equity award (the “Initial Award”)

that would ordinarily be granted to Dr. Sanders pursuant to the Company’s Non-Employee Director Compensation Policy, adopted by

the Board on October 4, 2023, effective October 10, 2023, until such time as the Board has assessed and determined the allocation of

any available awards under the Company’s 2023 Equity Incentive Plan, with the Board retaining the discretion to adjust the number

of shares subject to the Initial Award.

There

are no arrangements or understandings between Dr. Sanders and any other persons pursuant to which she was selected as a director. There

are no transactions in which Dr. Sanders has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item

7.01. Regulation FD Disclosure.

June 23, 2026, the Company issued a press release announcing Dr. Sanders’ appointment described in this Current Report on Form

8-K. A copy of the press release is furnished herewith as Exhibit 99.1.

The

information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18

of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless

of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item

8.01 Other Events.

June 23, 2026, the Board at the recommendation of the Nominating and Corporate Governance Committee, and as permitted by the Bylaws of

the Company, increased the size of the Board from five (5) to six (6) members, by increasing the number of Class III directors on the

Board. The information under Item 5.02 above, as it relates to the appointment of a Class III director is also incorporated herein by

reference. Additionally, in connection with Dr. Sanders’ appointment to the Board’s Audit Committee, the Board removed Scott

Leftwich as a member of the Audit Committee, effective as of June 17, 2026. Mr. Leftwich’s removal from the Audit Committee does

not affect his continued service as a member of the Board.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Description

99.1

Press Release dated June 23, 2026.

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:

June 23, 2026

By:

/s/

Andrew Jackson

Name:

Andrew

Jackson

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Calidi

Biotherapeutics Appoints Former Genentech/Roche and Celgene Executive Corsee Sanders, Ph.D., to Board of Directors

Industry

Veteran Brings More Than Three Decades of Biopharmaceutical Development and Clinical Operations Experience to Help Guide Pipeline Advancement

SAN

DIEGO, June 23, 2026 (GLOBE NEWSWIRE) – Calidi Biotherapeutics, Inc. (NYSE American: CLDI) (“Calidi” or “the

Company”), a biotechnology company pioneering the development of targeted genetic medicines, today announced the appointment of

Corsee Sanders, Ph.D., to the Board of Directors, effective June 17, 2026. Dr. Sanders, an experienced veteran of the biopharma industry,

will serve as an independent director.

“Dr.

Sanders has an exceptional track record in developing new technologies,” said Calidi Chairman of the Board Jim Schoeneck. “We

believe her deep expertise in the clinical development of novel therapeutics will be highly valuable as Calidi advances CLD-401 and its

RedTail platform into the clinic.”

Dr.

Sanders has served as strategic advisor to Celgene’s Chief Medical Officer (CMO) following Celgene’s acquisition of Juno

where she was an Executive Vice President of Development Operations. She also served as Transition Advisor to Bristol Myers Squibb (BMS),

which acquired Celgene. In those roles, she ensured the effective integration of Juno’s Chimeric Antigen Receptor T (CAR-T) Cell

Development Organization into the Celgene and BMS organizations. Prior to that, Dr. Sanders held numerous leadership positions over the

course of 23 years at Genentech/Roche, including serving as Senior Vice President, Global Head of Clinical Operations and Industry Collaboration,

for six years.

“Calidi

Biotherapeutics is advancing an innovative approach to targeted genetic medicines, and I look forward to working with the team as they

bring their promising technology into the clinic,” said Dr. Sanders.

Currently,

Dr. Sanders serves as a member of the Board of Directors of several biotechnology companies including Legend Biotech Corporation (NASDAQ:

LEGN), Ultragenyx (NASDAQ:RARE), and AltruBio Inc. (formerly AbGenomics). She is also on the Board of Advisors of the Fred Hurchinson

Cancer Center, a non-profit cancer research organization in Seattle where she served as the Co-Chair. She recently transitioned off as

Independent Director of the Board of BeOne Ltd. (NASDAQ: ONC) as part of the company’s planned evolution. Dr. Sanders graduated

magna cum laude from the University of the Philippines where she earned a B.S. and M.S. in statistics. She also earned an M.A. and Ph.D.

in statistics from the Wharton Doctoral Program at the University of Pennsylvania.

About

Calidi

Biotherapeutics (NYSE American: CLDI) is a biotechnology company pioneering the development of targeted therapies with the potential

to deliver genetic medicines to distal sites of disease. The company’s proprietary RedTail platform features an engineered enveloped

oncolytic virus designed for systemic delivery and targeting of metastatic sites. This advanced enveloped technology is intended to shield

the virus from immune clearance, allowing virotherapy to effectively reach tumor sites, induce tumor lysis, and deliver potent genetic

medicine(s) to metastatic locations.

CLD-401,

the lead candidate from the RedTail platform, currently in IND-enabling studies, targets non-small cell lung cancer, head and neck cancer,

and other tumor types with high unmet medical need. Calidi continues to advance its pipeline utilizing the RedTail platform including

its novel approach to incorporate in situ T-cell engagers in solid tumors.

Calidi

Biotherapeutics is headquartered in San Diego, California. For more information, please visit www.calidibio.com or view Calidi’s

Corporate Presentation here.

Forward-Looking

Statements

This

press release may contain forward-looking statements for purposes of the “safe harbor” provisions under the United States

Private Securities Litigation Reform Act of 1995. Terms such as “anticipates,” “believe,” “continue,”

“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”

“possible,” “potential,” “predicts,” “project,” “should,” “towards,”

“would” as well as similar terms, are forward-looking in nature, but the absence of these words does not mean that a statement

is not forward-looking. These forward-looking statements include, but are not limited to, statements concerning key milestones, including

certain pre-clinical data, planned clinical trials, and statements relating to the safety and efficacy of Calidi’s therapeutic

candidates in development. Any forward-looking statements contained in this discussion are based on Calidi’s current expectations

and beliefs concerning future developments and their potential effects and are subject to multiple risks and uncertainties that could

cause actual results to differ materially and adversely from those set forth or implied in such forward-looking statements. These risks

and uncertainties include, but are not limited to, the risk that Calidi is not able to raise sufficient capital to support its current

and anticipated clinical trials, the risk that early results of clinical trials do not necessarily predict final results and that one

or more of the clinical outcomes may materially change following more comprehensive review of the data, and as more patient data becomes

available, the risk that Calidi may not receive FDA approval for some or all of its therapeutic candidates. Other risks and uncertainties

are set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”

in the Company’s annual report filed with the SEC on Form 10-K on March 27, 2026, as may be amended or supplemented by other reports

we file with the SEC from time to time. We disclaim any obligation to update any forward-looking statement to reflect events or circumstances

after the date of this press release or to reflect the occurrence of unanticipated events.

For

Investors:

IR@calidibio.com

For

Media:

PR@calidibio.com

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