Calidi Biotherapeutics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
The description in Item 5.02 below, as it relates to the terms and conditions of the General Release of Claims and Separation Agreement with Dr. Minev, a copy of which is filed herewith as Exhibit 10.1, is incorporated in this Item 1.01 herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in the Current Report on Form 8-K, dated July 25, 2025 of Calidi Biotherapeutics, Inc. (the “Company”), the Compensation Committee of the Board of Directors of the Company approved the elimination of the position of President, Medical and Scientific Affairs, held by Dr. Boris Minev. As a result, Dr. Minev ceased to serve as an executive officer and as a Section 16 officer of the Company, effective July 29, 2025.
On August 8, 2025, the Company executed a General Release of Claims and Separation Agreement (“Agreement”) with Dr. Minev. The Agreement contains customary protections, including a general release of claims by Dr. Minev in favor of the Company and certain other related parties. The Agreement will only go effective after the Revocation Period (which is seven business days from August 8, 2025, and excluding such date). Pursuant to the terms of the Agreement, after the Revocation Period, the Company shall be obligated to pay Dr. Minev, (i) $100,000 in relation to a negotiated bonus for the NNV1 and SNV1 IND approvals within 10 days following the Revocation Period, and (ii) $187,500 separation pay in the form of compensation continuation over 6 months pursuant to the Company’s regular and customary payroll schedule, less all regular and customary payroll withholdings and shall pay Dr. Minev’s COBRA premiums for 6 months, commencing August 2025, upon timely election.
The foregoing description of the Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Exhibit Description | |
| 10.1 | General Release of Claims and Separation Agreement by and between the Company and Dr. Boris Minev dated August 8, 2025. | |
| 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: August 14, 2025 | ||
| By: | /s/ Andrew Jackson | |
| Name: | Andrew Jackson | |
| Title: | Chief Financial Officer | |