7.78% Calidi (CLDI) stake disclosed by investor Ognian Gavrilov

Rhea-AI Filing Summary

Ognian Anguelov Gavrilov has filed a Schedule 13G reporting a significant passive ownership stake in Calidi Biotherapeutics, Inc. common stock. He reports beneficial ownership of 560,000 shares of Calidi’s common stock, representing 7.78% of the class as of the reported date.

Gavrilov, a U.S. citizen, has sole voting and sole dispositive power over all 560,000 shares, with no shared voting or dispositive authority and no group membership. The filing states this is a first-time Schedule 13G submission and notes that it was made late due to an inadvertent oversight. He certifies that the shares were not acquired and are not held for the purpose of changing or influencing control of Calidi.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Calidi Biotherapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

320703408

(CUSIP Number)

08/20/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 320703408

1

Names of Reporting Persons

Gavrilov Ognian Anguelov

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 560,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 560,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

560,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.8 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: This Schedule 13G, which is a first-time filing, is being filed late due to an inadvertent oversight.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Calidi Biotherapeutics, Inc.
(b)	Address of issuer's principal executive offices: 4475 EXECUTIVE DRIVE, SUITE 200, SAN DIEGO, CALIFORNIA, 92121
Item 2.
(a)	Name of person filing: Ognian Anguelov Gavrilov
(b)	Address or principal business office or, if none, residence: 2315 Capitol Avenue, Sacramento, CA 95618
(c)	Citizenship: United States
(d)	Title of class of securities: Common Stock, $0.0001 par value
(e)	CUSIP No.: 320703408
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 560,000 shares
(b)	Percent of class: 7.78%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 560,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 560,000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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:	02/04/2026

FAQ

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

Ognian Anguelov Gavrilov reports beneficial ownership of 560,000 shares of Calidi Biotherapeutics common stock. This position represents 7.78% of the company’s outstanding common shares according to the Schedule 13G filing details.

Does Ognian Gavrilov have voting control over his CLDI shares?

Yes. The Schedule 13G reports sole voting power over all 560,000 Calidi Biotherapeutics shares. He also holds sole dispositive power, with no shared voting or dispositive authority indicated in the ownership breakdown.

Is Ognian Gavrilov’s Calidi (CLDI) stake part of a group arrangement?

No. The filing does not identify any group, and relevant sections on group membership are marked not applicable. This indicates Gavrilov is reporting the Calidi position on an individual, non-group basis under Schedule 13G.

What is the purpose of Ognian Gavrilov’s CLDI holdings under Schedule 13G?

Gavrilov certifies that the securities were not acquired and are not held to change or influence control of Calidi Biotherapeutics. The filing characterizes the position as passive ownership rather than part of any control-related transaction.

Why does the Schedule 13G for Calidi (CLDI) mention a late filing?

The Schedule 13G notes this is a first-time filing and states it is being filed late due to an inadvertent oversight. Despite the timing, the report certifies that the ownership information is true, complete and correct.

What class of Calidi Biotherapeutics securities does the 13G cover?

The Schedule 13G covers Calidi Biotherapeutics’ common stock with a par value of $0.0001 per share. The filing also lists the relevant CUSIP number, 320703408, identifying this specific class of securities.