Sec Form 3 Filing - Minev Boris Radoslavov @ Calidi Biotherapeutics, Inc. - 2023-09-12

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Minev Boris Radoslavov 2. Issuer Name and Ticker or Trading Symbol Calidi Biotherapeutics, Inc. [ CLDI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim Chief Medical Officer (Last) (First) (Middle) C/O CALIDI BIOTHERAPEUTICS, INC., 4475 EXECUTIVE DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2023 (Street) SAN DIEGO, CA92121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) ( 2 ) 424,458 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Non-Qualified Stock Options (right to buy) $ 0.6 ( 3 ) ( 4 ) ( 3 )( 4 )( 5 ) 07/ 01/2026 Common Stock 145,683 D Incentive Stock Options (right to buy) $ 2.4 ( 3 ) ( 4 ) ( 3 )( 4 )( 6 ) 12/27/2029 Common Stock 3,469 D Incentive Stock Options (right to buy) $ 2.4 ( 3 ) ( 4 ) ( 3 )( 4 )( 7 ) 04/15/2030 Common Stock 3,470 D Incentive Stock Options (right to buy) $ 2.4 ( 3 ) ( 4 ) ( 3 )( 4 )( 8 ) 03/30/2031 Common Stock 39,020 D Incentive Stock Options (right to buy) $ 7.11 ( 3 ) ( 4 ) ( 3 )( 4 )( 9 ) 02/28/2032 Common Stock 25,144 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Minev Boris Radoslavov C/O CALIDI BIOTHERAPEUTICS, INC. 4475 EXECUTIVE DRIVE, SUITE 200 SAN DIEGO, CA92121 Interim Chief Medical Officer Signatures /s/ Wendy Pizarro, Attorney-in-fact for Boris Minev 09/25/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects shares of common stock, par value $0.0001 per share (the "Common Stock"),of Calidi Biotherapeutics, Inc.(f/k/a First Light Acquisition Group, Inc.), a Delaware corporation ("New Calidi" or the "Issuer"). Pursuant to the Agreement and Plan of Merger, dated January 9, 2023, as amended on February 9, 2023 and June 16, 2023 (the "Merger Agreement"), by and among First Light Acquisition Group, Inc. ("FLAG"), FLAG Merger Sub, Inc. ("Merger Sub"), First Light Acquisition Group, LLC, Allan Camaisa and Calidi Biotherapeutics, Inc., a Nevada corporation ("Old Calidi"), on September 12, 2023, Merger Sub merged with and into Old Calidi, with Old Calidi surviving the merger as a wholly-owned subsidiary of the Issuer (such merger and the other transactions contemplated by the Merger Agreement, the "Business Combination"). Upon the consummation of the Business Combination, (the "Closing"), (cont'd. in FN 2) ( 2 )(cont'd. from FN 1)each share of common stock of Old Calidi (the "Old Calidi Common Stock") outstanding as of the time of the merger (the "Effective Time") converted into the right to receive approximately 0.41 share (the "Conversion Ratio") of the Issuer's Common Stock. ( 3 )The Reporting Person was originally granted Non-Qualified Stock Options by Old Calidi (the "Calidi Options"), which was assumed by the Issuer at the Effective Time and automatically converted into options exercisable for the Issuer's Common Stock (the "Assumed Options"), subject to the terms and conditions set forth in the Old Calidi 2016 Equity Incentive Plan, as amended from time to time, and the Old Calidi 2019 Equity Incentive Plan, as amended from time to time (together, the "Calidi Equity Incentive Plan"). Each Assumed Option has the right to acquire a number of shares of Issuer's Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Old Calidi Common Stock subject to such Calidi Option immediately prior to the Effective Time, (cont'd in FN 4) ( 4 )(cont'd from FN 3) multiplied by (B) the Conversion Ratio; (1) at an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of such Calidi Option immediately prior to the Effective Time, divided by (B) the Conversion Ratio; and (2) subject to the same vesting schedule as such Calidi Option. The exercise price and the number of shares of Issuer's Common Stock underlying the Assumed Options reflects the Conversion Ratio adjustment made in connection with the Closing. ( 5 )These Non-Qualified Stock Options were granted on July 1, 2016 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. These options are fully vested. ( 6 )These Incentive Stock Options were granted on December 27, 2019 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest over four years as follows: (i) 25% vesting on the one year anniversary of the grant date, and (ii) the remaining 75% of such shares vesting monthly in equal installments over the next three years, subject to the Reporting Person's continued service to the Issuer on each vesting date. ( 7 )These Incentive Stock Options were granted on April 15, 2020 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest over four years as follows: (i) 25% vesting on the one year anniversary of the grant date, and (ii) the remaining 75% of such shares vesting monthly in equal installments over the next three years, subject to the Reporting Person's continued service to the Issuer on each vesting date. ( 8 )These Incentive Stock Options were granted on March 30, 2021 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest monthly in equal installments over four years from the grant date, subject to the Reporting Person's continued service to the Issuer on each vesting date. ( 9 )These Incentive Stock Options were granted on February 28, 2022 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest monthly in equal installments over four years from the grant date, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks: Exhibit 24 - Power of Attorney

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