Calidi (CLDI) Director Acquisition: 75k Shares + 75k Warrants, 08/21/2025

Rhea-AI Filing Summary

Calidi Biotherapeutics, Inc. (CLDI) reporting person James A. Schoeneck acquired securities in a public offering that closed on 08/21/2025. The Form 4 shows acquisition of 75,000 common shares and 75,000 warrants exercisable into common stock through 08/21/2030, with a combined purchase price of $2.00 per share and accompanying warrant. Following the transactions, Mr. Schoeneck directly beneficially owns 76,134 common shares and indirectly holds 8,033 shares through the James & Cynthia Schoeneck Family Trust, where he is a trustee.

The filing was signed by an attorney-in-fact on 08/25/2025 and references a previously filed Power of Attorney as Exhibit 24. The reporting person disclaims beneficial ownership of the trust shares except to the extent of pecuniary interest.

Positive

• Director participation in public offering: acquisition of 75,000 shares and 75,000 warrants on 08/21/2025 at $2.00 each.
• Clear warrant terms disclosed: warrants exercise price $2.00, exercisable 08/21/2025, expiring 08/21/2030.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director purchased company securities in a public offering: 75,000 shares and 75,000 five-year warrants at $2.00 each.

The transaction is a straightforward insider participation in a company public offering closed on 08/21/2025. The filing records both direct ownership increases and indirect holdings via a family trust, with customary disclaimer of beneficial ownership by the reporting person. For investors, this documents timing, quantity and strike/expiration of the warrants (exercisable immediately, expiring 08/21/2030), which may affect potential dilution calculations and cap table modeling. No corrective amendments or other material governance issues are disclosed.

Corporate Governance Expert

TL;DR: Governance disclosure appears complete: director transaction, trustee relationship, POA referenced, and standard ownership disclaimer.

The Form 4 identifies the reporting person as a director and trustee, discloses direct and indirect holdings, and cites Exhibit 24 for power of attorney authority. The report follows Section 16 disclosure conventions and contains an explicit disclaimer regarding trust-held shares. There are no stated amendments, rescissions, or conflicts noted within the filing text provided.

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
Estimated average burden
hours per response:			0.5

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^*

Schoeneck James A

(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)		75,000	A	$2(2)	76,134	D
Common Stock								347	I	Held with Spouse
Common Stock								8,033(3)	I	By James & Cynthia Schoeneck Family Trust

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)		75,000		08/21/2025	08/21/2030	Common stock	75,000	(2)	75,000	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 a trustee of the James & Cynthia Schoeneck Family Trust. As such, the reporting person may be deemed to have shared voting, investment and dispositive power with respect to the shares held by the James & Cynthia Schoeneck Family Trust. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shared for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24 - Power of Attorney (previously filed as Exhibit 24 to Form 4 dated April 22, 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).
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 James A. Schoeneck purchase according to the CLDI Form 4?

He acquired 75,000 common shares and 75,000 warrants in a public offering that closed on 08/21/2025, at a purchase price of $2.00 per share and accompanying warrant.

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

Following the reported transactions he directly owns 76,134 common shares and indirectly is associated with 8,033 shares held by the James & Cynthia Schoeneck Family Trust.

What are the warrant exercise and expiration dates disclosed on the Form 4?

The warrants are exercisable beginning 08/21/2025 and expire on 08/21/2030, with an exercise price of $2.00 per share.

Does the Form 4 disclose any amendments or corrections to the filing?

No amendment date is provided; the Form 4 does not indicate that it is an amendment to a prior filing.

Is there any disclosure about authority to sign the Form 4?

Yes; the filing was signed by Andrew Jackson, Attorney-in-fact on 08/25/2025 and references Exhibit 24 (Power of Attorney) previously filed.