SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schoeneck James A

(Last)

(First)

(Middle)

C/O CALIDI BIOTHERAPEUTICS, INC.

4475 EXECUTIVE DRIVE, SUITE 200

(Street)

SAN DIEGO,

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Calidi Biotherapeutics, Inc. [ CLDI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	04/18/2024		A		375,000	A	$0.4	415,887	I	By James & Cynthia Schoeneck Family Trust⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants⁽¹⁾⁽²⁾	$0.6	04/18/2024		A		375,000		⁽²⁾	04/18/2029	Common Stock	375,000	⁽²⁾	375,000	I	By James & Cynthia Schoeneck Family Trust⁽⁵⁾
Warrants⁽¹⁾⁽³⁾	$0.6	04/18/2024		A		375,000		⁽³⁾	04/18/2025	Series B Unit	375,000	⁽³⁾	375,000	I	By James & Cynthia Schoeneck Family Trust⁽⁵⁾
Warrants⁽¹⁾⁽⁴⁾	$0.6	04/18/2024		A		375,000		⁽⁴⁾	08/18/2024	Series C Unit	375,000	⁽⁴⁾	375,000	I	By James & Cynthia Schoeneck Family Trust⁽⁵⁾

Explanation of Responses:

1. Represents 375,000 shares of common stock acquired by the Reporting Person at the public offering price of $0.40 per Common Stock Unit, each consisting of: (i) one share of common stock, (ii) one Series A warrant, (iii) one Series B warrant, and (iv) one Series C warrant, for a total purchase price of $150,000, in connection with the Issuer's public offering which closed on April 18, 2024 (the "Offering"). The Units were acquired in a transaction exempt under Rule 16b-3 and at the same offering terms as other investors in the Offering.

2. Represents 375,000 Series A warrants to purchase 375,000 shares of common stock at an exercise price of $0.60 per share (the "Series A Warrants"). The Series A Warrants are exercisable immediately upon issuance and will expire five years from April 18, 2024, the date of issuance of the Series A Warrants.

3. Represents 375,000 Series B warrants to purchase 375,000 Series B Unit (the "Series B Warrants"), at an exercise price of $0.60 per Series B Unit, with each Series B Unit consisting of (i) one share of the common stock and (ii) one Series B-1 Warrant to purchase one share of common stock, at an exercise price of $0.60. The Series B-1 Warrants will only be issued upon exercise of the Series B Warrants, and will expire five years from the date of such issuance. The Series B Warrants are exercisable immediately upon issuance and will expire twelve months from April 18, 2024, the date of issuance of the Series B Warrants.

4. Represents 375,000 Series C warrants to purchase 375,000 Series C Units (the "Series C Warrants"), at an exercise price of $0.60 per Series C Unit, with each Series C Unit consisting of (i) one share of the common stock and (ii) one Series C-1 Warrant to purchase one share of common stock, at an exercise price of $0.60. The Series C-1 Warrants will only be issued upon exercise of the Series B Warrants, and will expire five years from the date of such issuance. The Series C Warrants are exercisable immediately upon issuance and will expire four months from April 18, 2024, the date of issuance of the Series C Warrants.

5. These securities are held by James & Cynthia Schoeneck Family Trust (the "Trust"). Mr. Schoeneck is a trustee of the Trust, and may be deemed to beneficially own the securities held by the Trust. Mr. Schoeneck disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Andrew Jackson, Attorney-in-fact	04/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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