Sec Form 3 Filing - Stewart Alan R. @ Calidi Biotherapeutics, Inc. - 2023-10-10

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 Stewart Alan R. 2. Issuer Name and Ticker or Trading Symbol Calidi Biotherapeutics, Inc. [ CLDI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CALIDI BIOTHERAPEUTICS, INC., 4475 EXECUTIVE DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 10/10/2023 (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 ) 47,373 D Common Stock ( 3 ) 7,945 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) $ 3.32 ( 4 ) 10/10/2033 Common Stock 52,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stewart Alan R. C/O CALIDI BIOTHERAPEUTICS, INC. 4475 EXECUTIVE DRIVE, SUITE 200 SAN DIEGO, CA92121 X Signatures /s/ Alan Stewart 10/25/2023 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 )Reflects shares of Common Stock acquired by the Reporting Person through direct purchases in the open market. These purchases were made following the Business Combination and before the Reporting Person became a director of the Issuer. ( 4 )These Non-Qualified Stock Options were granted on October 10, 2023 in accordance with the terms and conditions of the Calidi Equity Incentive Plan.

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