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)
06/03/2024

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⁾⁽²⁾	06/03/2024		M		173,000	A	$0.2	588,887	I	By James & Cynthia Schoeneck Family Trust⁽⁷⁾
Common Stock⁽¹⁾⁽²⁾	06/03/2024		M		375,000	A	$0.2	963,887	I	By James & Cynthia Schoeneck Family Trust⁽⁷⁾

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⁾⁽³⁾	$0.2	06/03/2024		M			173,000	⁽²⁾	04/18/2025	Series B Unit	173,000	⁽¹⁾⁽²⁾	202,000	I	By James & Cynthia Schoeneck Family Trust⁽⁷⁾
Warrants⁽¹⁾⁽²⁾⁽³⁾	$0.2	06/03/2024		M		173,000		⁽³⁾	06/03/2029	Common Stock	173,000	⁽³⁾	173,000	I	By James & Cynthia Schoeneck Family Trust⁽⁷⁾
Warrants⁽¹⁾⁽⁴⁾⁽⁵⁾	$0.2	06/03/2024		M			375,000	⁽⁴⁾	08/18/2024	Series C Unit	375,000	⁽¹⁾⁽⁴⁾	0	I	By James & Cynthia Schoeneck Family Trust⁽⁷⁾
Warrants⁽¹⁾⁽⁴⁾⁽⁵⁾	$0.2	06/03/2024		M		375,000		⁽⁵⁾	06/03/2029	Common Stock	375,000	⁽⁵⁾	375,000	I	By James & Cynthia Schoeneck Family Trust⁽⁷⁾
Warrants⁽¹⁾⁽⁶⁾	$0.3	06/03/2024		A		548,000		⁽⁶⁾	12/03/2029	Common Stock	548,000	⁽⁶⁾	548,000	I	By James & Cynthia Schoeneck Family Trust⁽⁷⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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 (previously filed as Exhibit 24 to Form 4 dated April 22, 2024)

	/s/ Andrew Jackson, Attorney-in-fact	06/05/2024
	** 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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