UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 1, 2024, Calidi Biotherapeutics, Inc. (the “Company,” “we” or “our”) entered into a certain Loan Agreement (the “Loan Agreement”) with Dennis R. Conklin (the “Lender).
Under the Loan Agreement, the Lender agreed to loan the Company the principal amount of $600,000 pursuant to the terms of the promissory note dated July 1, 2024 which was issued to the Lender by the Company (the “Note”). Under the terms of the Note, the Lender agreed to provide the principal amount of $600,000 on July 2, 2024 (the “Payment Date”).
The Note bears a simple interest rate at 15.0% per annum and matures on the third calendar year from the Payment Date (the “Maturity Date”) unless due earlier due to an event of a default under the terms of the Note. The Company agreed to pay annual payments of accrued interest after each calendar year from the Payment Date until any remaining interest is paid in full on the Maturity Date.
The foregoing description of the Loan Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Loan Agreement, and the Note which are attached hereto as Exhibits 10.1 and 10.2 respectively, and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Exhibit Description | |
| 10.1 | Loan Agreement | |
| 10.2 | Promissory Note | |
| 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: July 8, 2024 | ||
| By: | /s/ Andrew Jackson | |
| Name: | Andrew Jackson | |
| Title: | Chief Financial Officer | |