CLDI · Calidi Biotherapeutics, Inc.

On May 6, 2026, Calidi Biotherapeutics issued a warrant to purchase up to 17,391,304 shares of common stock at an exercise price of $0.23 per share to an accredited investor in a private placement. The warrant is first exercisable on September 8, 2026, and is subject to vesting conditions tied to the holder's acquisition of up to $4.0 million of common stock in registered issuances before July 8, 2026. The warrant vests proportionally to such issuances, but neither party is obligated to consummate them. The issuance relies on the exemption from registration under Section 4(a)(2) and Rule 506(b) of the Securities Act, based on the investor's accredited status. The shares issuable upon exercise are restricted and may not be resold without registration or an applicable exemption. This transaction provides the company with potential future equity financing of up to $4.0 million, while the investor gains a warrant with a fixed exercise price, subject to vesting conditions that align with additional capital commitments.