Investor Ognian Gavrilov reports 9.8% Calidi Biotherapeutics (CLDI) stake in Schedule 13D

Rhea-AI Filing Summary

Calidi Biotherapeutics, Inc. received a new Schedule 13D disclosure from investor Ognian Anguelov Gavrilov. He reports beneficial ownership of 700,000 shares of Calidi common stock, representing 9.8% of the outstanding class. The filing states the shares were acquired with personal funds for investment purposes.

The investor has sole voting and dispositive power over all 700,000 shares and no other person has rights to dividends or sale proceeds. The filing notes he may buy more shares or sell some or all of his holdings over time but currently has no specific plans for corporate actions involving Calidi.

Insights

Equity ownership & governance analyst

A new 9.8% holder in Calidi is disclosed, with no activist plans stated.

The filing shows Ognian Anguelov Gavrilov holds 700,000 Calidi common shares, or 9.8% of the class, using personal funds. He has sole voting and dispositive power, meaning he alone decides how these shares are voted and if or when they are sold.

The purpose is described as investment, and the investor explicitly indicates no current plans for major corporate actions such as mergers, control changes, or restructuring. Future impact will depend on whether he later changes intent or adjusts his position, which would be reflected in subsequent ownership filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Calidi Biotherapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

Chellsea Cartoscelli
2315 Capitol Avenue,
Sacramento, CA, 95816
9165040529

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Gavrilov Ognian Anguelov

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 700,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 700,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

700,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Calidi Biotherapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 4475 EXECUTIVE DRIVE, SUITE 200, SAN DIEGO, CALIFORNIA , 92121.
Item 2.	Identity and Background
(a)	Ognian Anguelov Gavrilov
(b)	2315 Capitol Avenue, Sacramento, CA 95816
(c)	Managing Partner, Gavrilov & Brooks, 2315 Capitol Avenue, Sacramento, CA 95816
(d)	Not Applicable
(e)	Not Applicable
(f)	United States of America
Item 3.	Source and Amount of Funds or Other Consideration
	Personal Funds
Item 4.	Purpose of Transaction
	The Reporting Person acquired the Shares for investment purposes. The Reporting person may from time to time acquire additional shares of common stock or dispose of some or all of the shares in open market transactions, privately negotiated transactions, or otherwise. Except as set forth above, the Reporting Person currently has no plans or proposals which relate to or would result in any of the actions described in clauses a through j of item 3.
Item 5.	Interest in Securities of the Issuer
(a)	700,000 (9.8%)
(b)	Sole voting power 700,000 Shared voting powered 0 Sole dispositive power 700,000 Shared dispositive power 0
(c)	None.
(d)	No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities.
(e)	Not Applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gavrilov Ognian Anguelov

Signature:	Ognian Anguelov Gavrilov
Name/Title:	Managing Partner
Date:	03/09/2026

FAQ

What does the Schedule 13D filing reveal about Calidi Biotherapeutics (CLDI)?

The filing reveals that investor Ognian Anguelov Gavrilov beneficially owns 700,000 shares of Calidi common stock, or 9.8% of the class. It discloses his control over voting and sale decisions and describes the holding as primarily for investment purposes.

How many Calidi (CLDI) shares does Ognian Anguelov Gavrilov own and what percentage is that?

He reports beneficial ownership of 700,000 shares of Calidi Biotherapeutics common stock, representing 9.8% of the outstanding class. The filing also notes he has sole voting and sole dispositive power over these shares, with no shared control or third-party economic interests.

What is the stated purpose of Ognian Anguelov Gavrilov’s investment in Calidi (CLDI)?

The filing states he acquired the 700,000 Calidi shares using personal funds for investment purposes. It adds that he may buy additional shares or sell some or all of his holdings in various types of transactions, depending on future circumstances.

Does the 9.8% Calidi (CLDI) shareholder have any activist or control plans?

The investor currently reports no specific plans for actions such as mergers, control changes, restructurings, or other corporate events. Apart from possible future purchases or sales of stock, the filing states he has no plans relating to the typical corporate actions listed in Schedule 13D Item 4.

Who controls voting and sale decisions for the Calidi (CLDI) shares in this Schedule 13D?

Ognian Anguelov Gavrilov has sole voting power and sole dispositive power over all 700,000 Calidi shares reported. The filing clarifies that no other person has the right to receive dividends or sale proceeds from these securities.

What is the citizenship and background of the new 9.8% Calidi (CLDI) holder?

The reporting person is identified as Ognian Anguelov Gavrilov, a citizen of the United States of America. He is described as a Managing Partner at Gavrilov & Brooks, with a business address at 2315 Capitol Avenue, Sacramento, California.