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

Rhea-AI Filing Summary

Eric E. Poma, who serves as Chief Executive Officer and a director of Calidi Biotherapeutics, Inc. (CLDI), acquired 25,000 shares of common stock and 25,000 warrants in a public offering that closed on 08/21/2025. Each share was purchased together with a warrant at a combined purchase price of $2.00 per share and accompanying warrant. Following the reported transactions, the reporting person beneficially owns 25,000 shares directly. The Form 4 was executed by an attorney-in-fact and filed with a signature dated 08/25/2025.

Positive

• Insider purchase: CEO and director acquired 25,000 common shares and 25,000 warrants in the issuer's public offering closed on 08/21/2025
• Clear disclosure: Transaction reported on Form 4 and signed via power of attorney on 08/25/2025, satisfying Section 16 reporting requirements

Negative

• None.

Insights

Corporate Insider / Compliance Specialist

TL;DR: CEO/Director purchased shares and paired warrants in issuer's public offering, reported on Form 4 without amendments.

The Form 4 shows a direct acquisition by the reporting person of 25,000 common shares with 25,000 accompanying warrants in the issuer's public offering that closed on 08/21/2025. The filing identifies the reporting person as both an officer (CEO) and director, and confirms direct ownership of 25,000 shares following the transaction. The disclosure was signed via power of attorney and filed on 08/25/2025, meeting Section 16 reporting requirements.

Securities Analyst

TL;DR: Insider participation in the public offering represents a forward-looking alignment of management with equity issuance.

The reported acquisition is a straightforward insider purchase in a public offering: 25,000 shares and 25,000 warrants at $2.00 per paired unit. Insider purchases in offerings can be interpreted as management participation in capital raises, but the Form 4 contains no additional financial results or valuation context. Materiality to investors depends on company size and total shares outstanding, which are not disclosed here.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Poma Eric E

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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)		25,000	A	$2(2)	25,000	D

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)		25,000		08/21/2025	08/21/2030	Common stock	25,000	(2)	25,000	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.

Remarks:

Exhibit 24 - Power of Attorney

	/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).
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 did CLDI CEO Eric Poma purchase according to the Form 4?

The Form 4 reports a purchase of 25,000 common shares and 25,000 warrants, acquired in the issuer's public offering that closed on 08/21/2025.

What was the purchase price for the shares and warrants in the CLDI transaction?

Each common share with its accompanying warrant was purchased for a combined price of $2.00 per share and accompanying warrant.

How many shares does the reporting person beneficially own after the transaction?

Following the reported transaction, the reporting person beneficially owns 25,000 common shares directly.

When was the Form 4 for the CLDI transaction filed and signed?

The Form 4 indicates the public offering closed on 08/21/2025 and the filing was signed by an attorney-in-fact on 08/25/2025.

Were the warrants accompanying the shares exercisable immediately and what is their expiration?

The warrants were issued on 08/21/2025, are exercisable on that date, and expire on 08/21/2030; each warrant has a $2.00 exercise price.