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