Calidi Biotherapeutics Enters into Stock Repurchase and Material Purchase Agreements with NovaCell

On October 27, 2025, Calidi Biotherapeutics, Inc. entered into a Stock Repurchase Agreement (SRA) and a Material Purchase Agreement (MPA) with its majority-owned subsidiary, NovaCell, Inc. Under the SRA, Calidi sold 22,500,000 shares of NovaCell common stock, representing 75% of NovaCell's equity, for a total purchase price of $6,000,000. The purchase price was partially satisfied by the cancellation of a promissory note, resulting in an indebtedness cancellation amount of $1,214,864, with the remaining $4,785,136 to be paid as deferred consideration. Additionally, Calidi will receive ongoing royalties based on NovaCell's gross revenue. The MPA amends and supersedes a previous Intellectual Property Assignment Agreement and involves the sale of certain materials to NovaCell, along with the assumption of specific liabilities. The transaction is expected to result in annual general and administrative expense reductions of $0.5 million for Calidi.