[Form 4] Calidi Biotherapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Reporting person: Scott Leftwich, a director of Calidi Biotherapeutics, Inc. (CLDI), purchased securities in the issuer's public offering that closed on 08/21/2025. He acquired 125,000 common shares with accompanying 125,000 warrants (exercise price $2.00, exercisable 08/21/2025, expiring 08/21/2030) for an aggregate per-share-and-warrant price of $2.00. Following the transaction, the reporting person directly beneficially owned 130,650 common shares and indirectly beneficially owned an additional 14,672 shares through SECBL, LLC and 1,309 shares through WEBCL, LLC, of which he is the managing member. The Form 4 was signed by an attorney-in-fact on 08/25/2025.

Insights

Securities Analyst

TL;DR: A company director participated in a public offering, increasing direct beneficial ownership and acquiring warrants exercisable at $2.00 through 2030.

The director, Scott Leftwich, purchased 125,000 shares with 125,000 accompanying warrants in the issuers offering that closed 08/21/2025, at a stated combined price of $2.00 per share-plus-warrant. Post-transaction direct ownership is 130,650 shares, with additional indirect holdings via two LLCs where he is managing member. The warrants are exercisable immediately and expire in five years, which creates potential future equity if exercised. From a disclosure and governance perspective this is a routine Section 16 reporting of an insider acquisition; it documents timing, amount, and vehicle of ownership without additional financial details.

Corporate Governance Expert

TL;DR: Director participation in the offering is documented; beneficial ownership increases and indirect holdings are disclosed per Section 16.

The filing clearly states the directors role, the source of the securities (public offering closed 08/21/2025), and the reporting of indirect ownership through SECBL, LLC and WEBCL, LLC where he is managing member. The Form 4 includes necessary exhibit and signature references and uses attorney-in-fact execution. This is a standard, compliant disclosure of insider activity with no other governance events reported.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Leftwich Scott

(Last) (First) (Middle)

C/O CALIDI BIOTHERAPEUTICS, INC.

4475 EXECUTIVE DRIVE, SUITE 200

(Street)

SAN DIEGO, CA 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)
08/21/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/21/2025		P(1)		125,000	A	$2(2)	130,650	D
Common Stock								14,672	I	By SECBL, LLC(3)
Common Stock								1,309	I	By WEBCL, LLC(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	$2	08/21/2025		P(1)		125,000		08/21/2025	08/21/2030	Common stock	125,000	(2)	125,000	D

Explanation of Responses:

1. The common stock and warrants were acquired by the reporting person in a public offering conducted by the Issuer that was closed on August 21, 2025.

2. Each common share was purchased with an accompanying warrant for a purchase price of $2.00 per share and accompanying warrant.

3. The reporting person is the managing member of SECBL, LLC and WEBCL, LLC, as such the reporting person may be deemed to have beneficial ownership of the common stock held by SECBL, LLC and WEBCL, LLC.

Remarks:

Exhibit 24 - Power of Attorney (previously filed as Exhibit 24 to Form 4 dated July 2, 2024.)

	/s/ Andrew Jackson, Attorney-in-fact	08/25/2025
	** 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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