Calidi Biotherapeutics (CLDI) director details estate-planning share sale

Rhea-AI Filing Summary

Calidi Biotherapeutics director Allan Camaisa reported an insider sale of the company’s common stock. On 12/12/2025, AJC Capital, LLC, which is controlled by Camaisa, sold 850 shares of Calidi Biotherapeutics common stock at $1.455 per share. The filing states that these sales were made for estate and tax planning purposes.

After this transaction, Camaisa is reported to beneficially own 76,952 shares of common stock. This includes 6,394 shares held directly, 19,860 shares held by AJC Capital, LLC, and 50,698 shares held by Jamir Trust. Camaisa is the sole managing member and owner of AJC and the sole trustee of Jamir Trust, so he is deemed to beneficially own the shares held by those entities. All share figures give retrospective effect to a 1-for-12 reverse stock split that became effective on August 4, 2025.

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^*

Camaisa Allan

(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)
12/12/2025

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(5)	12/12/2025		S		850(1)	D	$1.455	76,952(2)(3)(4)	I	AJC Capital, LLC(4)

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

Explanation of Responses:

1. The sales reported in this Form 4 were effected for estate and tax planning purposes by AJC Capital, LLC ("AJC"). The reporting person undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request of the SEC staff, the Issuer or a security holder of the Issuer.

2. Includes (i) 6,394 shares of Common Stock directly held by Allan Camaisa, (ii) 19,860 shares of Common Stock held by AJC, and (iii) 50,698 shares of Common Stock held by Jamir Trust.

3. Does not include, (i) 1,526 shares of Common Stock issuable upon exercise of vested options within sixty (60) days held by Mr. Camaisa, (ii) 3,915 shares of Common Stock issuable upon exercise of warrants within sixty (60) days held by Mr. Camaisa, and (iii) 22,887 shares of Common Stock issuable upon exercise of vested options within sixty (60) days held by AJC.

4. Mr. Camaisa is the sole managing member and owner of AJC and the sole trustee of Jamir Trust; as such, Mr. Camaisa is deemed to have beneficial ownership of the Common Stock held by AJC and Jamir Trust.

5. All share and share related information gives retrospective effect to the 1-for-12 reverse stock split effective on August 4, 2025.

	/s/ Andrew Jackson, Attorney-in-fact	12/16/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Calidi Biotherapeutics (CLDI) disclose in this Form 4?

The filing reports that AJC Capital, LLC, associated with director Allan Camaisa, sold 850 shares of Calidi Biotherapeutics common stock on 12/12/2025 at a price of $1.455 per share. The transaction is coded as a sale ("S") and is described as being for estate and tax planning purposes.

Who is the reporting person in this CLDI Form 4 and what is their role at Calidi Biotherapeutics?

The reporting person is Allan Camaisa, who is identified as a director of Calidi Biotherapeutics, Inc. The form indicates that it is filed by one reporting person and that his relationship to the issuer is as a director.

How many Calidi Biotherapeutics (CLDI) shares does Allan Camaisa beneficially own after the reported sale?

Following the reported transaction, the Form 4 shows that 76,952 shares of Calidi Biotherapeutics common stock are beneficially owned. This total includes 6,394 shares held directly by Allan Camaisa, 19,860 shares held by AJC Capital, LLC, and 50,698 shares held by Jamir Trust.

What is the stated purpose of the share sale disclosed for Calidi Biotherapeutics (CLDI)?

The explanation of responses notes that the sales reported were effected for estate and tax planning purposes by AJC Capital, LLC. The reporting person also undertakes to provide detailed information on the number of shares and prices upon request from the SEC staff, the issuer, or a security holder.

How are AJC Capital, LLC and Jamir Trust related to Allan Camaisa in this CLDI filing?

The filing explains that Mr. Camaisa is the sole managing member and owner of AJC Capital, LLC and the sole trustee of Jamir Trust. Because of these roles, he is deemed to have beneficial ownership of the Calidi Biotherapeutics common stock held by both AJC Capital, LLC and Jamir Trust.

How did the reverse stock split affect the share numbers reported for CLDI?

The Form 4 states that all share and share-related information gives retrospective effect to a 1-for-12 reverse stock split that was effective on August 4, 2025. This means the reported share counts have been adjusted to reflect that reverse split.

Are there additional CLDI shares underlying options or warrants related to this reporting person?

The explanations note additional securities issuable within sixty days that are not included in the main share total. These include 1,526 shares of common stock issuable upon exercise of vested options and 3,915 shares issuable upon exercise of warrants held by Mr. Camaisa, as well as 22,887 shares issuable upon exercise of vested options held by AJC Capital, LLC.