UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On April 8, 2025, Calidi Biotherapeutics, Inc. (the “Company”) entered into an amended and restated consulting agreement (the “Agreement”) with Guy Travis Clifton, M.D. (“Dr. Clifton”). Pursuant to the Agreement, Dr. Clifton has been appointed as the Company’s Chief Medical Officer, Consultant and Advisor, to provide medical and scientific expertise to the Company and other tasks and duties as required by the Company. The term of the Agreement is one (1) year beginning April 8, 2025, until April 8, 2026. During the term of the Agreement, Dr. Clifton will be entitled to receive consulting fees of $20,833.33 per month. There are currently no transactions in which Dr. Clifton has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Dr. Clifton is a practicing surgical oncologist with over 17 years of experience in drug development, early phase and translational clinical trials, and cancer immunotherapy. He has previously served as the Chief Medical Officer and co-founder of Parthenon Therapeutics/Incendia Therapeutics for over three (3) years and has worked with over 20 companies in an advisory role. Dr. Clifton has over 80 peer-reviewed publications on cancer and related topics. As a Colonel in the U.S. Army, he served on multiple deployments including four (4) to Afghanistan as well as to New York City in response to the COVID-19 pandemic. Dr. Clifton received his Bachelor of Science in Chemistry from the United States Military Academy, West Point, and Doctor of Medicine from Vanderbilt University; completed his residency in General Surgery from the Brooke Army Medical Center; and held a fellowship in General Surgical Oncology at the University of Texas MD Anderson Cancer Center.
On April 10, 2025, the Company issued a press release announcing Dr. Clifton’s appointment.
By filing 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. The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, 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 Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Exhibit Description | |
| 99.1 | Press Release dated March 10, 2025, and titled “Calidi Biotherapeutics Announces Appointment of Guy Travis Clifton, MD as Chief Medical Officer, Consultant and Advisor.” | |
| 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: April 10, 2025 | ||
| By: | /s/ Andrew Jackson | |
| Name: | Andrew Jackson | |
| Title: | Chief Financial Officer | |