Investor in Calidi Biotherapeutics (CLDI) discloses 0.3% stake

Rhea-AI Filing Summary

Ognian Anguelov Gavrilov filed a Schedule 13D updating his ownership in Calidi Biotherapeutics, Inc. common stock. He now beneficially owns 20,000 shares, representing 0.3% of the outstanding shares, with sole voting and dispositive power over this amount.

The filing notes this follows dispositions of shares and states he currently has no specific plans for corporate actions involving Calidi, though he may buy or sell shares in the future based on market conditions.

Key Figures

Beneficial ownership: 20,000 shares Percent of class owned: 0.3% Sole voting power: 20,000 shares +2 more

5 metrics

Beneficial ownership 20,000 shares Common Stock, $0.0001 par value

Percent of class owned 0.3% Calidi Biotherapeutics common stock

Sole voting power 20,000 shares Shares with sole voting authority

Sole dispositive power 20,000 shares Shares the filer alone can dispose of

Event date March 31, 2026 Date triggering Schedule 13D filing

Key Terms

beneficially owned, sole voting power, sole dispositive power, Schedule 13D, +1 more

5 terms

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 20,000.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"7 | Sole Voting Power 20,000.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"9 | Sole Dispositive Power 20,000.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D regulatory

"This relates to the disposition of securities by the Reporting Person."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

percent of class financial

"13Percent of class represented by amount in Row (11) 0.3 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

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)

(CUSIP Number)

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

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

03/31/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP No.

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)

OO

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 20,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 20,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

20,000.00

12

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

13

Percent of class represented by amount in Row (11)

0.3 %

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, Gavrlilov & Brooks, 2315 Capitol Avenue, Sacramento, CA 95816
(d)	No.
(e)	No.
(f)	United States of America
Item 3.	Source and Amount of Funds or Other Consideration
	Not Applicable. This Schedule 13D relates to the disposition of securities by the Reporting Person.
Item 4.	Purpose of Transaction
	The Reporting Person has effected dispositions of Shares as described in Item 5, resulting in beneficial ownership of approximately 0.3% of the outstanding Shares. The Reporting Person does not currently have any plans or proposals that relate to or would result in any of the actions described in Item 4 of Schedule 13D. However, the Reporting Person may, from time to time, acquire or dispose of securities of the Issuer in the open market or otherwise, depending on market conditions and other factors.
Item 5.	Interest in Securities of the Issuer
(a)	20,000.00
(b)	0
(c)	20,000.00
(d)	0
(e)	March 31, 2026
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:	Ognian Anguelov Gavrilov, Managing Partner
Date:	03/31/2026

FAQ

What stake in Calidi Biotherapeutics (CLDI) does Ognian Anguelov Gavrilov report?

He reports beneficial ownership of 0.3% of Calidi Biotherapeutics’ common stock. This stake corresponds to 20,000 shares with sole voting and dispositive power, as disclosed in the Schedule 13D filing following prior share dispositions.

How many Calidi Biotherapeutics (CLDI) shares does the reporting person own?

The Schedule 13D shows beneficial ownership of 20,000 Calidi Biotherapeutics common shares. These shares carry sole voting power and sole dispositive power, meaning the reporting person alone can vote and decide when to sell or transfer them.

What is the purpose of the Schedule 13D filed for Calidi Biotherapeutics (CLDI)?

The Schedule 13D updates ownership after dispositions of Calidi Biotherapeutics shares. It reports that the filer now holds about 0.3% of the outstanding shares and currently has no specific plans for major corporate actions involving the company.

Does the Calidi Biotherapeutics (CLDI) filer plan any corporate actions?

The filer states he has no current plans or proposals for actions such as mergers, control changes, or major restructurings. He may still acquire or dispose of Calidi Biotherapeutics securities over time, depending on market conditions and other factors.

When did the reportable ownership change occur for Calidi Biotherapeutics (CLDI)?

The date of the event requiring the Schedule 13D filing is March 31, 2026. As of that date, the reporting person’s beneficial ownership was 20,000 shares, or approximately 0.3% of Calidi Biotherapeutics’ outstanding common stock.