Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into Material Definitive Agreement

The information under Item 3.02 below is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

On May 28, 2026, Calidi Biotherapeutics, Inc. (the "Company") issued an amended and restated warrant (the "Warrant") to purchase up to 17,391,304 (unvested) shares of common stock of the Company, par value $0.0001 per share (the "Common Stock"), with an exercise price of $0.23 to an accredited investor (the "Holder") in a private placement transaction. The Warrant amends and restates that certain Warrant dated May 6, 2026, issued by the Company to the Holder (the "May 6 Warrant"), which was disclosed in the Company's current report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2026.

The Warrant amends and restates the May 6 Warrant to among other things: (i) condition the exercise of the Warrant and the issuance of the Common Stock upon exercise pursuant to the terms of the Warrant, to the receipt of the approval of the stockholders of the Company; (ii) increase the Minimum Vesting Acquisition Amount, as such term is defined in the Warrant, from $500,000 to $1,000,000; and (iii) to extend the Vesting Termination Date, as such term is defined in the Warrant, from July 8, 2026 to September 30, 2026;

The issuance by the Company of the Warrant and shares of Common Stock issuable upon exercise of the Warrant is being made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506(b) promulgated thereunder, in reliance in part on the representations, warranties and covenants made by the Holder. The investor has represented that it is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act. The shares of Common Stock to be issued pursuant to the exercise of the Warrant may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws.

The above summary of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein by reference in its entirety.