Form 4 - Statement of changes in beneficial ownership of securities
20 Junho 2024 - 9:56PM
Edgar (US Regulatory)
SEC Form 4
| FORM 4 |
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
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| C/O CALIDI BIOTHERAPEUTICS, INC. |
| 4475 EXECUTIVE DRIVE, SUITE 200 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Calidi Biotherapeutics, Inc.
[ CLDI ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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Interim Chief Medical Officer |
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3. Date of Earliest Transaction
(Month/Day/Year)
06/17/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Options (right to buy) |
$0.195
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06/17/2024 |
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A |
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31,360 |
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06/17/2034 |
Common stock |
31,360 |
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31,360 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Andrew Jackson, Attorney-in-fact |
06/20/2024 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit
24
LIMITED
POWER OF ATTORNEY
Know
all by these presents, that the undersigned hereby constitutes and appoints each of Allan Camaisa, or Wendy Pizarro, or Andrew Jackson,
in their capacity as executive officers, and Michael Cava, in his capacity as corporate counsel, of Calidi Biotherapeutics, Inc., each
of them acting singly and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
| (1) |
Prepare
and execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer of Calidi Biotherapeutics, Inc.,
a Delaware corporation (the “Company”), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder; |
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| (2) |
Do
and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange
Commission (the “SEC”), including without limitation the filing of any other documents necessary or appropriate
to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC; and |
| |
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| (3) |
Take
any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information
and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion. |
The
undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever
required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.
The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the
failure to comply with, any provision of Section 16 of the Exchange Act.
This
Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with
respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to each of the foregoing attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 25th day of January, 2024.
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SIGNATURE |
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Boris
Minev |
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PRINTED
NAME |
Exhibit
24
LIMITED
POWER OF ATTORNEY
Know
all by these presents, that the undersigned hereby constitutes and appoints each of Allan Camaisa, or Wendy Pizarro, or Andrew Jackson,
in their capacity as executive officers, and Michael Cava, in his capacity as corporate counsel, of Calidi Biotherapeutics, Inc., each
of them acting singly and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
| (1) |
Prepare
and execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer of Calidi Biotherapeutics, Inc.,
a Delaware corporation (the “Company”), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder; |
| |
|
| (2) |
Do
and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange
Commission (the “SEC”), including without limitation the filing of any other documents necessary or appropriate
to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC; and |
| |
|
| (3) |
Take
any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information
and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion. |
The
undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever
required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.
The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the
failure to comply with, any provision of Section 16 of the Exchange Act.
This
Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with
respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to each of the foregoing attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 25th day of January, 2024.
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SIGNATURE |
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Boris
Minev |
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|
PRINTED
NAME |
First Light Acquisition (AMEX:FLAG)
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