4//SEC Filing
Schoeneck James A 4
Accession 0001493152-24-015572
CIK 0001855485other
Filed
Apr 21, 8:00 PM ET
Accepted
Apr 22, 5:00 PM ET
Size
27.2 KB
Accession
0001493152-24-015572
Insider Transaction Report
Form 4
Schoeneck James A
Director
Transactions
- Award
Common Stock
2024-04-18$0.40/sh+375,000$150,000→ 415,887 total(indirect: By Trust) - Award
Warrants
2024-04-18+375,000→ 375,000 total(indirect: By Trust)Exercise: $0.60Exp: 2025-04-18→ Series B Unit (375,000 underlying) - Award
Warrants
2024-04-18+375,000→ 375,000 total(indirect: By Trust)Exercise: $0.60Exp: 2029-04-18→ Common Stock (375,000 underlying) - Award
Warrants
2024-04-18+375,000→ 375,000 total(indirect: By Trust)Exercise: $0.60Exp: 2024-08-18→ Series C Unit (375,000 underlying)
Footnotes (5)
- [F1]Represents 375,000 shares of common stock acquired by the Reporting Person at the public offering price of $0.40 per Common Stock Unit, each consisting of: (i) one share of common stock, (ii) one Series A warrant, (iii) one Series B warrant, and (iv) one Series C warrant, for a total purchase price of $150,000, in connection with the Issuer's public offering which closed on April 18, 2024 (the "Offering"). The Units were acquired in a transaction exempt under Rule 16b-3 and at the same offering terms as other investors in the Offering.
- [F2]Represents 375,000 Series A warrants to purchase 375,000 shares of common stock at an exercise price of $0.60 per share (the "Series A Warrants"). The Series A Warrants are exercisable immediately upon issuance and will expire five years from April 18, 2024, the date of issuance of the Series A Warrants.
- [F3]Represents 375,000 Series B warrants to purchase 375,000 Series B Unit (the "Series B Warrants"), at an exercise price of $0.60 per Series B Unit, with each Series B Unit consisting of (i) one share of the common stock and (ii) one Series B-1 Warrant to purchase one share of common stock, at an exercise price of $0.60. The Series B-1 Warrants will only be issued upon exercise of the Series B Warrants, and will expire five years from the date of such issuance. The Series B Warrants are exercisable immediately upon issuance and will expire twelve months from April 18, 2024, the date of issuance of the Series B Warrants.
- [F4]Represents 375,000 Series C warrants to purchase 375,000 Series C Units (the "Series C Warrants"), at an exercise price of $0.60 per Series C Unit, with each Series C Unit consisting of (i) one share of the common stock and (ii) one Series C-1 Warrant to purchase one share of common stock, at an exercise price of $0.60. The Series C-1 Warrants will only be issued upon exercise of the Series B Warrants, and will expire five years from the date of such issuance. The Series C Warrants are exercisable immediately upon issuance and will expire four months from April 18, 2024, the date of issuance of the Series C Warrants.
- [F5]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.
Documents
Issuer
Calidi Biotherapeutics, Inc.
CIK 0001855485
Entity typeother
Related Parties
1- filerCIK 0001420987
Filing Metadata
- Form type
- 4
- Filed
- Apr 21, 8:00 PM ET
- Accepted
- Apr 22, 5:00 PM ET
- Size
- 27.2 KB