[SCHEDULE 13G] Calidi Biotherapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Lincoln Alternative Strategies LLC reports beneficial ownership of 730,000 shares of Calidi Biotherapeutics, representing 14.46% of the outstanding common stock based on 5,049,210 shares. The filer, organized in Delaware and located in Miami Beach, discloses sole voting and dispositive power over the reported shares and states the holdings were not acquired to change or influence control of the issuer. The filing identifies the class as common stock (par value $0.0001) and supplies the issuer's principal executive office in San Diego. No shared voting or dispositive power is reported.

Positive

• Material disclosed ownership: Holding of 730,000 shares (14.46%) provides clear, material visibility into a major shareholder position
• Sole voting and dispositive power: The filer has clear, individual control to vote and dispose of the reported shares

Negative

• None.

Insights

Securities Analyst

Large passive stake disclosed; not reported as activist.

The Schedule 13G shows Lincoln Alternative Strategies LLC holds a meaningful 14.46% stake in Calidi Biotherapeutics (CLDI) with sole voting and dispositive power over 730,000 shares. Filing under Schedule 13G and the certification language indicate the position is presented as non-controlling and not intended to influence issuer control, which typically signals a passive investment rather than an activist campaign. For investors, a single holder above 10% is notable for potential influence but the explicit disclaimer limits near-term governance implications.

Corporate Governance Expert

Stake size gives potential influence but filer disclaims control intent.

At 14.46% ownership, Lincoln Alternative Strategies crosses common disclosure thresholds that can affect shareholder dynamics. The filing records sole voting authority, meaning the holder can vote its shares independently at shareholder meetings. However, the statement certifies the position is not for changing control, which reduces the immediate likelihood of formal governance actions. Continued monitoring of subsequent filings or communications would be prudent to detect any shift from passive to active engagement.

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

Lincoln Alternative Strategies LLC

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 730,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 730,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

730,000.00

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)

14.46 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Beneficial ownership percentage based on 5,049,210 shares of the Issuer's common stock issued and outstanding as of August 20, 2025.

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 CA 92121
Item 2.
(a)	Name of person filing: Lincoln Alternative Strategies LLC
(b)	Address or principal business office or, if none, residence: 404 Washington Ave., Suite 650, Miami Beach, FL 33139
(c)	Citizenship: Delaware
(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: 730,000
(b)	Percent of class: 14.46%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 730,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 730,000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
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.

Lincoln Alternative Strategies LLC

Signature:	/s/ Stephen Temes
Name/Title:	Stephen Temes/Managing Member
Date:	08/27/2025

FAQ

How many shares of CLDI does Lincoln Alternative Strategies LLC own?

Lincoln Alternative Strategies LLC beneficially owns 730,000 shares of CLDI.

What percent of CLDI does the filing report?

The filing reports ownership of 14.46% of Calidi Biotherapeutics' outstanding common stock.

Does the filer claim voting or dispositive power over the shares?

Yes. The filer reports sole voting and sole dispositive power over the 730,000 shares and 0 shared voting/dispositive power.

Is the filing presented as an activist intent to change control?

No. The statement certifies the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

What class of security is reported in this Schedule 13G for CLDI?

The filing reports ownership of the issuer's Common Stock (par value $0.0001).