0001493152-24-015572.txt : 20240422 0001493152-24-015572.hdr.sgml : 20240422 20240422170039 ACCESSION NUMBER: 0001493152-24-015572 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240418 FILED AS OF DATE: 20240422 DATE AS OF CHANGE: 20240422 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schoeneck James A CENTRAL INDEX KEY: 0001420987 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40789 FILM NUMBER: 24861876 MAIL ADDRESS: STREET 1: C/O DEPOMED, INC. STREET 2: 1360 O'BRIEN DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Calidi Biotherapeutics, Inc. CENTRAL INDEX KEY: 0001855485 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 862967193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4475 EXECUTIVE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-794-9600 MAIL ADDRESS: STREET 1: 4475 EXECUTIVE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: First Light Acquisition Group, Inc. DATE OF NAME CHANGE: 20210406 4 1 ownership.xml X0508 4 2024-04-18 0 0001855485 Calidi Biotherapeutics, Inc. CLDI 0001420987 Schoeneck James A C/O CALIDI BIOTHERAPEUTICS, INC. 4475 EXECUTIVE DRIVE, SUITE 200 SAN DIEGO, CA 92121 1 0 0 0 0 Common Stock 2024-04-18 4 A 0 375000 0.40 A 415887 I By James & Cynthia Schoeneck Family Trust Warrants 0.60 2024-04-18 4 A 0 375000 A 2029-04-18 Common Stock 375000 375000 I By James & Cynthia Schoeneck Family Trust Warrants 0.60 2024-04-18 4 A 0 375000 A 2025-04-18 Series B Unit 375000 375000 I By James & Cynthia Schoeneck Family Trust Warrants 0.60 2024-04-18 4 A 0 375000 A 2024-08-18 Series C Unit 375000 375000 I By James & Cynthia Schoeneck Family Trust 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. 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. 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. 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. 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. Exhibit 24 - Power of Attorney /s/ Andrew Jackson, Attorney-in-fact 2024-04-22 EX-24 2 ex24.htm

 

Exhibit 24

 

LIMITED POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Allan Camaisa, or Wendy Pizarro, or Andrew Jackson, in their capacity as executive officers, and Michael Cava, in his capacity as corporate counsel, of Calidi Biotherapeutics, Inc., each of them acting singly and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)Prepare and execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

 

(2)Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation the filing of any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC; and

 

(3)Take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 25th day of January, 2024.

 

/s/ James Schoeneck

SIGNATURE

   
James Schoeneck
PRINTED NAME