Calidi Biotherapeutics issues warrant for 17.4M shares at $0.23 in private placement

Calidi Biotherapeutics, Inc.

Warrant to purchase up to 17,391,304 shares of common stock at $0.23 per share issued to accredited investor.
Warrant first exercisable on September 8, 2026; vesting tied to future registered issuances of up to $4.0M.
Registered issuances may occur before July 8, 2026 but neither party is obligated to complete them.
Issuance exempt under Section 4(a)(2) and Rule 506(b) based on investor's accredited status.
Shares issuable upon exercise are restricted; no registration statement filed for resale.

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