Calidi Biotherapeutics, Inc. (CLDI) - Dilution Analysis

Visualizing historical and potential share dilution over time

Dilution Analysis

High Risk
Significant dilution risk
Last updated: May 14, 2026

Risk Assessment Details

Potential Dilution: 41.63% of current shares
Recent Dilution: 551.67% (2 years)
Historical Dilution Factor: significant recent dilution
Outstanding Shares
19M
Potential Supply
8M
Additional shares possible
Splits
2 Splits 2 Reverse
Past 2 years

Summary

CLDI currently has 19.3M outstanding shares. with moderate dilution risk from 8.04M authorized shares representing 41.6% potential dilution. The company has significantly diluted shareholders by 551.67% over the past 2 years, indicating aggressive capital raising. Recent corporate actions include 2 stock splits (positive for accessibility) and 2 reverse splits (concerning signal).

Share Structure Timeline

Outstanding Shares
Total Supply

Historical Data Points

Date Event Outstanding Supply
May 14, 2026

10-Q filing | 19.3M shares outstanding

19M 8M
May 08, 2026

8-K filing: Calidi Biotherapeutics, Inc. issued a warrant to purchase up to 17,391,304 shares of common stock with an exercise price of $0.23 to an accredited investor in a private placement transaction.

7.2M 8M
Nov 13, 2025

10-Q filing | 7.2M shares outstanding

7.2M 8M
Oct 31, 2025

8-K filing: Calidi Biotherapeutics, Inc. sold 22,500,000 shares of Nova Cell common stock, representing 75% equity interest and 100% ownership, to Nova Cell for $6,000,000. ($6.0M proceeds)

3.6M 8M
Aug 22, 2025

8-K filing: Calidi Biotherapeutics, Inc. completed an offering of common stock units and pre-funded warrant units, resulting in gross proceeds of approximately $6.9 million, and also issued Representative's Warrants to purchase up to 172,538 shares of Common Stock. ($6.9M proceeds)

3.6M 8M
Aug 15, 2025

S-1 filing: This is an S-1 filing for a clinical stage biotechnology company developing genetic medicines and proprietary genetically-engineered oncolytic viruses.

3.6M 8M
Aug 04, 2025
Stock Split

8-K filing: Stock split 1-for-12 | Outstanding: 36,320,580 → 3,026,715

3M 5.6M
Jul 18, 2025

S-3 filing: This prospectus relates to the resale or other disposition from time to time by the selling stockholders of 6,595,000 shares of common stock issuable on the exercise of Series H common stock purchase warrants, exercisable at an exercise price of $0.70 per share, exercisable commencing on January 10, 2026, through the date that is the five years and six month anniversary of the initial exercise date.

36M 68M
Jul 10, 2025

8-K filing: Calidi Biotherapeutics, Inc. entered into an inducement offer letter agreement with warrant holders to exercise existing warrants for up to 6,595,000 shares of common stock at a reduced exercise price of $0.70, with gross proceeds expected to be approximately $4.6 million. ($4.6M proceeds)

36M 61M
Jul 03, 2025

S-1 filing: This is an S-1 filing for Calidi Biotherapeutics, Inc. related to the offering of common stock issuable upon the exercise of warrants by selling stockholders.

36M 61M
May 14, 2025

10-Q filing | 31.8M shares outstanding

32M 55M
Apr 01, 2025

8-K filing: Calidi Biotherapeutics, Inc. completed a registered direct offering and concurrent private placement on March 31, 2025, issuing 3,325,000 shares of common stock, pre-funded warrants to purchase 2,728,000 shares, and Series G common stock purchase warrants to purchase up to 6,053,000 shares, resulting in gross proceeds of approximately $3.9 million. ($2.16M proceeds)

28M 55M
Mar 31, 2025

10-K filing | 28.5M shares outstanding

28M 55M
Jan 10, 2025

8-K filing: Calidi Biotherapeutics, Inc. entered into a Placement Agency Agreement with Ladenburg Thalmann & Co. Inc. to issue and sell 5,000,000 shares of common stock at a purchase price of $0.85 per share, with the closing of the offering on January 10, 2025, and gross proceeds of $4.25 million. ($4.25M proceeds)

21M 55M
Jan 10, 2025

S-3 filing: Calidi Biotherapeutics, Inc. files an S-3 to offer common stock, preferred stock, warrants, or a combination of these securities, or units, up to a total offering price of $25,000,000.

26M 55M
Dec 12, 2024

S-1 filing: This S-1 filing includes the offering of common stock by selling stockholders, including shares issuable upon exercise of various warrants and shares issued to placement agents and other parties.

21M 36M
Nov 15, 2024

8-K filing: Calidi Biotherapeutics, Inc. completed a public offering of 4,437,869 shares of common stock at a purchase price of $1.69 per share, resulting in gross proceeds of approximately $7.5 million before deducting fees and expenses. ($7.5M proceeds)

13M 29M
Nov 12, 2024

10-Q filing | 13.1M shares outstanding

13M 29M
Oct 24, 2024

8-K filing: Calidi Biotherapeutics, Inc. completed a registered direct offering and concurrent private placement on October 24, 2024, issuing 2,050,000 shares of common stock at $1.00 per share and warrants to purchase up to 4,100,000 shares of common stock, resulting in gross proceeds of approximately $2,050,000. ($2.05M proceeds)

9.6M 29M
Oct 07, 2024

S-3/A filing: Calidi Biotherapeutics, Inc. may offer common stock, preferred stock, warrants, or a combination of these securities, or units, up to a total offering price of $25,000,000.

9.6M 29M
Oct 01, 2024

S-3 filing: Calidi Biotherapeutics, Inc. may offer common stock, preferred stock, warrants, or a combination of these securities up to a total offering price of $25,000,000.

9.6M 7.3M
Aug 13, 2024

10-Q filing | 8.1M shares outstanding

8.1M 7.3M
Jul 29, 2024

8-K filing: Calidi Biotherapeutics, Inc. sold 698,812 shares of Common Stock to Dr. Ronald Rigor at a purchase price of $1.431 per share and warrants to purchase 600,000 shares of the Company's common stock at an exercise price of $1.90, for an aggregate purchase price of $1,000,000. ($1.0M proceeds)

5.1M 7.3M
Jul 15, 2024
Stock Split

8-K filing: Stock split 1-for-10 | Outstanding: 50,924,284 → 5,092,428

5.1M 730K
Jun 04, 2024

8-K filing: Calidi Biotherapeutics closed transactions related to the inducement of warrant exercises, issuing new Series D warrants to purchase up to 10,698,000 shares of common stock and warrants to Ladenburg Thalmann to purchase up to 534,900 shares of common stock, with the net proceeds intended for clinical programs and operating expenses.

51M 73M
May 31, 2024

8-K filing: Calidi Biotherapeutics, Inc. entered into an inducement offer letter agreement with 9 holders of its existing Series B and Series C unit purchase warrants, who exercised their warrants to purchase up to 10,698,000 shares of the Company's common stock, resulting in gross proceeds of approximately $2.1 million. ($2.1M proceeds)

51M 73M
May 14, 2024

10-Q filing | 50.9M shares outstanding

51M 73M
Apr 15, 2024

S-1/A filing: This S-1/A filing details an offering of common stock and pre-funded warrants, along with associated warrants, with the net proceeds intended for working capital, general corporate purposes, and clinical trials, and potentially to repay promissory notes.

36M 73M
Apr 08, 2024

S-1/A filing: This S-1/A filing details an offering of common stock units and pre-funded warrant units to raise capital for working capital, general corporate purposes, and pre-clinical and clinical trials.

36M 88M
Apr 02, 2024

S-1/A filing: The filing relates to the offering of placement agent warrants to purchase common stock.

36M 120M
Apr 01, 2024

S-1/A filing: This S-1/A filing outlines a proposed offering of common stock units and pre-funded warrants to fund working capital, general corporate purposes, and clinical trials.

36M 120M
Mar 15, 2024

10-K filing | 35.5M shares outstanding

36M 60M
Feb 12, 2024

8-K filing: Calidi Biotherapeutics, Inc. settled a dispute with physicians by issuing 200,000 restricted shares of common stock and 400,000 warrants to purchase restricted shares with an exercise price of $1.32.

35M 60M
Feb 07, 2024

S-1/A filing: Calidi Biotherapeutics is filing an S-1/A registration statement to offer 10,000,000 shares of common stock along with warrants, and pre-funded warrants to certain purchasers, with the proceeds intended for working capital, general corporate purposes, and pre-clinical and clinical trials.

35M 60M
Jan 29, 2024

S-1 filing: Calidi Biotherapeutics, Inc. is offering common stock, common warrants (Series A and Series B), and pre-funded warrants. The net proceeds from this offering will be used for working capital and general corporate purposes, and pre-clinical and clinical trials.

35M 50M
Jan 16, 2024

S-1/A filing: This is an S-1/A filing for offering shares of common stock through warrants and by selling securityholders.

35M 50M
Jan 08, 2024

S-1/A filing: This is an S-1/A filing for shares of common stock offered upon exercise of public warrants and securities offered by selling securityholders.

35M 50M
Dec 12, 2023

8-K filing: Calidi Biotherapeutics, Inc. entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville) where the Company may sell up to $25,000,000 of its shares of Common Stock to Yorkville, and issued 250,000 Commitment Fee Shares to Yorkville.

35M 49M
Dec 12, 2023

S-1/A filing: This is an S-1/A filing for shares of common stock offered by the company and selling securityholders, including shares issuable upon exercise of public and private placement warrants.

35M 49M
Nov 14, 2023

10-Q filing | 35.4M shares outstanding

35M 49M
Oct 30, 2023

8-K filing: Andrew Jackson was granted 300,000 incentive stock options to purchase Company common stock as part of his employment agreement as Chief Financial Officer.

36M 49M
Oct 06, 2023

S-1 filing: This S-1 filing includes the offering of common stock issuable upon exercise of public warrants, shares of common stock by selling securityholders, and private placement warrants to purchase shares of common stock.

36M 49M
Aug 21, 2023

10-Q filing | 4.1M shares outstanding

4.1M 13M
May 15, 2023

10-Q filing | 4.1M shares outstanding

4.1M 13M
Mar 31, 2023

10-K filing | 4.1M shares outstanding

4.1M 13M
Nov 14, 2022

10-Q filing | 4.1M shares outstanding

4.1M 13M
Aug 10, 2022

10-Q filing | 23.0M shares outstanding

23M 13M
May 11, 2022

10-Q filing | 23.0M shares outstanding

23M 13M
Mar 31, 2022

10-K filing | 23.0M shares outstanding

23M 13M
Nov 12, 2021

10-Q filing | 23.0M shares outstanding

23M 13M
Sep 07, 2021

S-1/A filing: This S-1/A filing details the company's capitalization as of June 30, 2021, adjusted to reflect the amended certificate of incorporation, the sale of units in the offering, the sale of private placement warrants, and the application of net proceeds. It also mentions a forward purchase agreement with Franklin for 5,000,000 shares of Class A common stock plus warrants.

20M 13M
Aug 24, 2021

S-1 filing: This S-1 filing describes the initial public offering of Class A common stock, including the sale of units, private placement warrants, and a forward purchase agreement for additional shares and warrants, with Guggenheim Securities as underwriter.

20M 20M
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