Sec Form 4 Filing - Schoeneck James A @ Calidi Biotherapeutics, Inc. - 2024-04-18

FORM 4 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 Schoeneck James A 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) 04/18/2024 (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 ) 04/18/2024 A 375,000 A $ 0.4 415,887 I By James & Cynthia Schoeneck Family Trust ( 5 )

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 Warrants ( 1 ) ( 2 ) $ 0.6 04/18/2024 A 375,000 ( 2 ) 04/18/2029 Common Stock 375,000 ( 2 ) 375,000 I By James & Cynthia Schoeneck Family Trust ( 5 ) Warrants ( 1 ) ( 3 ) $ 0.6 04/18/2024 A 375,000 ( 3 ) 04/18/2025 Series B Unit 375,000 ( 3 ) 375,000 I By James & Cynthia Schoeneck Family Trust ( 5 ) Warrants ( 1 ) ( 4 ) $ 0.6 04/18/2024 A 375,000 ( 4 ) 08/18/2024 Series C Unit 375,000 ( 4 ) 375,000 I By James & Cynthia Schoeneck Family Trust ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schoeneck James A C/O CALIDI BIOTHERAPEUTICS, INC. 4475 EXECUTIVE DRIVE, SUITE 200 SAN DIEGO,, CA92121 X Signatures /s/ Andrew Jackson, Attorney-in-fact 04/22/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 375,000 shares of common stock acquired by the Reporting Person at the public offering price of $0.40 per Common Stock Unit, each consisting of: (i) one share of common stock, (ii) one Series A warrant, (iii) one Series B warrant, and (iv) one Series C warrant, for a total purchase price of $150,000, in connection with the Issuer's public offering which closed on April 18, 2024 (the "Offering"). The Units were acquired in a transaction exempt under Rule 16b-3 and at the same offering terms as other investors in the Offering. ( 2 )Represents 375,000 Series A warrants to purchase 375,000 shares of common stock at an exercise price of $0.60 per share (the "Series A Warrants"). The Series A Warrants are exercisable immediately upon issuance and will expire five years from April 18, 2024, the date of issuance of the Series A Warrants. ( 3 )Represents 375,000 Series B warrants to purchase 375,000 Series B Unit (the "Series B Warrants"), at an exercise price of $0.60 per Series B Unit, with each Series B Unit consisting of (i) one share of the common stock and (ii) one Series B-1 Warrant to purchase one share of common stock, at an exercise price of $0.60. The Series B-1 Warrants will only be issued upon exercise of the Series B Warrants, and will expire five years from the date of such issuance. The Series B Warrants are exercisable immediately upon issuance and will expire twelve months from April 18, 2024, the date of issuance of the Series B Warrants. ( 4 )Represents 375,000 Series C warrants to purchase 375,000 Series C Units (the "Series C Warrants"), at an exercise price of $0.60 per Series C Unit, with each Series C Unit consisting of (i) one share of the common stock and (ii) one Series C-1 Warrant to purchase one share of common stock, at an exercise price of $0.60. The Series C-1 Warrants will only be issued upon exercise of the Series B Warrants, and will expire five years from the date of such issuance. The Series C Warrants are exercisable immediately upon issuance and will expire four months from April 18, 2024, the date of issuance of the Series C Warrants. ( 5 )These securities are held by James & Cynthia Schoeneck Family Trust (the "Trust"). Mr. Schoeneck is a trustee of the Trust, and may be deemed to beneficially own the securities held by the Trust. Mr. Schoeneck disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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