0001493152-24-022745.txt : 20240605 0001493152-24-022745.hdr.sgml : 20240605 20240605161509 ACCESSION NUMBER: 0001493152-24-022745 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240603 FILED AS OF DATE: 20240605 DATE AS OF CHANGE: 20240605 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: 241022176 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 2024-06-03 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 2024-06-03 4 M 0 173000 0.20 A 588887 I By James & Cynthia Schoeneck Family Trust Common Stock 2024-06-03 4 M 0 375000 0.20 A 963887 I By James & Cynthia Schoeneck Family Trust Warrants 0.20 2024-06-03 4 M 0 173000 D 2025-04-18 Series B Unit 173000 202000 I By James & Cynthia Schoeneck Family Trust Warrants 0.20 2024-06-03 4 M 0 173000 A 2029-06-03 Common Stock 173000 173000 I By James & Cynthia Schoeneck Family Trust Warrants 0.20 2024-06-03 4 M 0 375000 D 2024-08-18 Series C Unit 375000 0 I By James & Cynthia Schoeneck Family Trust Warrants 0.20 2024-06-03 4 M 0 375000 A 2029-06-03 Common Stock 375000 375000 I By James & Cynthia Schoeneck Family Trust Warrants 0.30 2024-06-03 4 A 0 548000 A 2029-12-03 Common Stock 548000 548000 I By James & Cynthia Schoeneck Family Trust On May 31, 2024, the Reporting Person and the Issuer entered into an inducement offer letter agreement (the "Inducement Agreement") providing for the immediate exercise of some or all of certain Series B warrants and Series C warrants, at an initial exercise price of $0.60, previously purchased in the Issuer's public offering which closed on April 18, 2024 (the "Offering"), at a reduced exercise price of $0.20 (the "Exercise"). Pursuant to the Inducement Agreement, the Issuer also issued Series D common stock purchase warrants ("New Series D Warrants") in consideration for the Exercise. The Offering closed on June 3, 2024. Represents the exercise of 173,000 Series B warrants for 173,000 Series B Units, consisting of an aggregate of (i) 173,000 shares of common stock and (ii) Series B-1 Warrants to purchase up to an aggregate of 173,000 shares of common stock. The Series B Warrants are exercisable immediately upon issuance and will expire twelve months from April 18, 2024. The Series B-1 Warrants are exercisable immediately upon issuance and are exercisable for a term of 5 years from June 3, 2024 (the "Issuance Date") at a reduced exercise price of $0.20. Represents the exercise of 375,000 Series C warrants for 375,000 Series C Units, consisting of an aggregate of (i) 375,000 shares of common stock and (ii) Series C-1 Warrants to purchase up to an aggregate of 375,000 shares of common stock. The Series C Warrants are exercisable immediately upon issuance and will expire four months from April 18, 2024. The Series C-1 Warrants are exercisable immediately upon issuance and are exercisable for a term of 5 years from the Issuance Date at a reduced exercise price of $0.20. Represents Series D warrants to purchase up to an aggregate of 548,000 shares of common stock at an exercise price of $0.30 per share (the "Series D Warrants") pursuant to the Inducement Agreement. The Series D Warrants will be initially exercisable upon receipt of stockholder approval as may be required by the rules of the NYSE American and will have a term of 66 months from the Issuance Date. The Series D Warrants were acquired in a transaction exempt under Rule 16b-3 and at the same offering terms as other investors in the Offering. 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 (previously filed as Exhibit 24 to Form 4 dated April 22, 2024) /s/ Andrew Jackson, Attorney-in-fact 2024-06-05