Allan Camaisa - Dec 21, 2023 Form 4 Insider Report for Calidi Biotherapeutics, Inc. (CLDI)

Role: CEO, President and Chairman, Director, 10%+ Owner
Signature: /s/ Wendy Pizarro, Attorney-in-fact for Allan Camaisa
Stock symbol: CLDI
Transactions as of: Dec 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/4/2024, 07:49 PM
Previous filing: Sep 25, 2023
Next filing: Jun 20, 2024

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
transaction	CLDI	Non-Qualified Stock Options (right to buy)	Award		+100K			100K	Dec 21, 2023	Common stock	100K	$1.80	Direct	F1

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on December 21, 2023 (the "Grant Date"), the Reporting Person was granted 100,000 Non-Qualified Stock Options (the "Options") at an exercise price of $1.80, which is equal to the closing price of the Issuer's common stock on December 21, 2023 in consideration of Mr. Camaisa personally guaranteeing the raising of $12,500,000 of Series B preferred stock of Calidi Biotherapeutics, a Nevada corporation ("Old Calidi"), in connection with the Agreement and Plan of Merger, as amended ("Merger Agreement"), by and among First Light Acquisition Group, Inc., FLAG Merger Sub, Inc. ("Merger Sub"), First Light Acquisition Group, LLC, Allan Camaisa and Old Calidi. On September 12, 2023, Merger Sub merged with and into Old Calidi, with Old Calidi surviving the merger. The options were granted in a transaction exempt under Rule 16b-3.

Content

Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on December 21, 2023 (the "Grant Date"), the Reporting Person was granted 100,000 Non-Qualified Stock Options (the "Options") at an exercise price of $1.80, which is equal to the closing price of the Issuer's common stock on December 21, 2023 in consideration of Mr. Camaisa personally guaranteeing the raising of $12,500,000 of Series B preferred stock of Calidi Biotherapeutics, a Nevada corporation ("Old Calidi"), in connection with the Agreement and Plan of Merger, as amended ("Merger Agreement"), by and among First Light Acquisition Group, Inc., FLAG Merger Sub, Inc. ("Merger Sub"), First Light Acquisition Group, LLC, Allan Camaisa and Old Calidi. On September 12, 2023, Merger Sub merged with and into Old Calidi, with Old Calidi surviving the merger. The options were granted in a transaction exempt under Rule 16b-3.