| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CLDI | Common Stock | Options Exercise | $34.6K | +173K | +41.6% | $0.20 | 589K | Jun 3, 2024 | By James & Cynthia Schoeneck Family Trust | F1, F2, F7 |
| transaction | CLDI | Common Stock | Options Exercise | $75K | +375K | +63.68% | $0.20 | 964K | Jun 3, 2024 | By James & Cynthia Schoeneck Family Trust | F1, F2, F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CLDI | Warrants | Options Exercise | -173K | -46.13% | 202K | Jun 3, 2024 | Series B Unit | 173K | $0.20 | By James & Cynthia Schoeneck Family Trust | F1, F2, F3, F7 | ||
| transaction | CLDI | Warrants | Options Exercise | +173K | 173K | Jun 3, 2024 | Common Stock | 173K | $0.20 | By James & Cynthia Schoeneck Family Trust | F1, F2, F3, F7 | |||
| transaction | CLDI | Warrants | Options Exercise | -375K | -100% | 0 | Jun 3, 2024 | Series C Unit | 375K | $0.20 | By James & Cynthia Schoeneck Family Trust | F1, F4, F5, F7 | ||
| transaction | CLDI | Warrants | Options Exercise | +375K | 375K | Jun 3, 2024 | Common Stock | 375K | $0.20 | By James & Cynthia Schoeneck Family Trust | F1, F4, F5, F7 | |||
| transaction | CLDI | Warrants | Award | +548K | 548K | Jun 3, 2024 | Common Stock | 548K | $0.30 | By James & Cynthia Schoeneck Family Trust | F1, F6, F7 |
| Id | Content |
|---|---|
| F1 | On May 31, 2024, the Reporting Person and the Issuer entered into an inducement offer letter agreement (the "Inducement Agreement") providing for the immediate exercise of some or all of certain Series B warrants and Series C warrants, at an initial exercise price of $0.60, previously purchased in the Issuer's public offering which closed on April 18, 2024 (the "Offering"), at a reduced exercise price of $0.20 (the "Exercise"). Pursuant to the Inducement Agreement, the Issuer also issued Series D common stock purchase warrants ("New Series D Warrants") in consideration for the Exercise. The Offering closed on June 3, 2024. |
| F2 | Represents the exercise of 173,000 Series B warrants for 173,000 Series B Units, consisting of an aggregate of (i) 173,000 shares of common stock and (ii) Series B-1 Warrants to purchase up to an aggregate of 173,000 shares of common stock. The Series B Warrants are exercisable immediately upon issuance and will expire twelve months from April 18, 2024. |
| F3 | The Series B-1 Warrants are exercisable immediately upon issuance and are exercisable for a term of 5 years from June 3, 2024 (the "Issuance Date") at a reduced exercise price of $0.20. |
| F4 | Represents the exercise of 375,000 Series C warrants for 375,000 Series C Units, consisting of an aggregate of (i) 375,000 shares of common stock and (ii) Series C-1 Warrants to purchase up to an aggregate of 375,000 shares of common stock. The Series C Warrants are exercisable immediately upon issuance and will expire four months from April 18, 2024. |
| F5 | The Series C-1 Warrants are exercisable immediately upon issuance and are exercisable for a term of 5 years from the Issuance Date at a reduced exercise price of $0.20. |
| F6 | Represents Series D warrants to purchase up to an aggregate of 548,000 shares of common stock at an exercise price of $0.30 per share (the "Series D Warrants") pursuant to the Inducement Agreement. The Series D Warrants will be initially exercisable upon receipt of stockholder approval as may be required by the rules of the NYSE American and will have a term of 66 months from the Issuance Date. The Series D Warrants were acquired in a transaction exempt under Rule 16b-3 and at the same offering terms as other investors in the Offering. |
| F7 | 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. |
Exhibit 24 - Power of Attorney (previously filed as Exhibit 24 to Form 4 dated April 22, 2024)