Calidi Biotherapeutics, Inc. announced that it has entered into a Standby Equity Purchase Agreement with new investor YA II PN, Ltd. to issue common shares for the gross proceeds of $25,000,000 on December 10, 2023. Each sale the Company requests under the SEPA may be for a number of shares of Common Stock equal to the lower of (i) an amount equal to 100% of the average of the Daily Traded Amount during the five consecutive Trading Days immediately preceding an Advance Notice or 5,000,000 SEPA Shares. The Common Stock would be purchased at 97.0% of the Market Price.

As consideration for Yorkville?s commitment to purchase the Common Stock at the Company?s direction upon the terms and subject to the conditions set forth in the SEPA, upon execution of the SEPA, the Company is obligated to pay a structuring fee of $25,000 to an affiliate of Yorkville and issue $250,000 shares of Common Stock to Yorkville (the ?Commitment Fee Shares?) which Commitment Fee Shares will be determined by dividing $250,000 by the lowest daily VWAP of the Common Stock during the 10 Trading Days immediately prior to the December 10, 2023. In the SEPA, Yorkville represented to the Company that, among other things, it is an ?accredited investor? as defined in Rule 501(a)(3) of Regulation D under the Securities Act.

The Common Stock referred to in this Current Report on Form 8-K is being issued and sold by the Company to Yorkville in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.