UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 16, 2024, Mr. George Ng, a member of the Board of Directors (the “Board”) of Calidi Biotherapeutics, Inc. (the “Company”), informed the Board that, in order to focus on increasing professional commitments outside of the Company, he intends to allow the term of his Director position on the Board to expire, which expiration date is scheduled to be the date of the Company’s 2024 annual shareholder meeting. Notwithstanding the expiration of his term as Director, the Company and Mr. Ng agreed to maintain his strategic advisory and consultancy relationship with the Company.
Mr. Ng’s decision to allow his Director term to expire did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Ng’s decision, effective on the date of the Company’s 2024 annual shareholder meeting, the Board reduced the size of the Board from six to five directors.
Item 8.01 Other Events.
On August 16, 2024, following the receipt of notice from Mr. Ng, and as permitted by the Bylaws of the Company, the Board at the recommendation of the Nominating and Corporate Governance Committee, reduced the size of the Board from six (6) to five (5) members, by eliminating the Class I vacancy on the Board that is expected to result from the expiration of Mr. Ng’s term at the 2024 annual shareholder meeting. The information under Item 5.02 above is also incorporated herein by reference.
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: August 20, 2024 | ||
| By: | /s/ Wendy Pizarro | |
| Name: | Wendy Pizarro | |
| Title: | Chief Legal Officer | |