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 6, 2026, Calidi Biotherapeutics, Inc. (the "Company") issued a 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 in a private placement transaction.

The Warrant is first exercisable on September 8, 2026, and is subject to certain vesting conditions as described below.

The holder of the Warrant may from time to time prior to July 8, 2026 agree to acquire, and the Company may agree to sell to such holder, up to an aggregate of $4.0 million of Common Stock in issuances registered under the Securities Act of 1933, as amended (the "Securities Act"). The Warrant will vest in proportion to issuances described in the preceding sentence that are consummated. Neither the holder of the Warrant nor the Company has any obligation to agree to or consummate any such issuances.

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 investor. 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.