Alan R. Stewart - Oct 10, 2023 Form 3 Insider Report for Calidi Biotherapeutics, Inc. (CLDI)

Role: Director
Signature: /s/ Alan Stewart
Stock symbol: CLDI
Transactions as of: Oct 10, 2023
Transactions value $: $0
Form type: 3
Date filed: 10/25/2023, 05:22 PM
Previous filing: Mar 15, 2023
Next filing: Jan 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CLDI	Common Stock						47.4K	Oct 10, 2023	Direct	F1, F2
holding	CLDI	Common Stock						7.95K	Oct 10, 2023	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CLDI	Non-Qualified Stock Options (right to buy)							Oct 10, 2023	Common Stock	52.5K	$3.32	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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)
F2	(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.
F3	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.
F4	These Non-Qualified Stock Options were granted on October 10, 2023 in accordance with the terms and conditions of the Calidi Equity Incentive Plan.