CLDI

SEC source: 0001493152-24-015572 · ownership.xml · derivative · entry 3

Schoeneck James A · CIK 0001420987 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By James & Cynthia Schoeneck Family Trust

Disclosed balance after: 375,000

Underlying: Series B Unit · 375,000 shares

Expires 2025-04-18

F1 · security: 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.

F3 · security: 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.

F3 · price: 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.

F3 · derivative.exercise_date: 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.

F5 · ownership.nature: 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.

SEC source: 0001493152-24-015572 · ownership.xml · derivative · entry 2

Schoeneck James A · CIK 0001420987 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By James & Cynthia Schoeneck Family Trust

Disclosed balance after: 375,000

Underlying: Common Stock · 375,000 shares

Expires 2029-04-18

F1 · security: 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 · security: 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.

F2 · price: 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.

F2 · derivative.exercise_date: 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.

F5 · ownership.nature: 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.

SEC source: 0001493152-24-015572 · ownership.xml · nonDerivative · entry 1

Schoeneck James A · CIK 0001420987 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By James & Cynthia Schoeneck Family Trust

Disclosed balance after: 415,887

F1 · security: 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.

F5 · ownership.nature: 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.

SEC source: 0001493152-24-026111 · ownership.xml · nonDerivative · entry 1

Leftwich Scott · CIK 0001991668 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 493,686

F1 · price: Represents a grant of restricted stock units ("RSUs") on March 29, 2024 (the "Grant Date"), pursuant to the Issuer's 2023 Equity Incentive Plan and subject to the conditions of a Restricted Stock Unit Award Agreement, in a transaction exempt under Rule 16b-3 to the Reporting Person, who is a non-employee director with the Issuer, in connection with services for the Issuer's first fiscal quarter. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs fully vested on the Grant Date.

SEC source: 0001493152-24-026108 · ownership.xml · nonDerivative · entry 1

Schoeneck James A · CIK 0001420987 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 992,094

F1 · price: Represents a grant of restricted stock units ("RSUs") on March 29, 2024 (the "Grant Date"), pursuant to the Issuer's 2023 Equity Incentive Plan and subject to the conditions of a Restricted Stock Unit Award Agreement, in a transaction exempt under Rule 16b-3 to the Reporting Person, who is a non-employee director with the Issuer, in connection with services for the Issuer's first fiscal quarter. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs fully vested on the Grant Date.

SEC source: 0001493152-24-026105 · ownership.xml · nonDerivative · entry 1

Stewart Alan R. · CIK 0001705492 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 80,650

F1 · price: Represents a grant of restricted stock units ("RSUs") on March 29, 2024 (the "Grant Date"), pursuant to the Issuer's 2023 Equity Incentive Plan and subject to the conditions of a Restricted Stock Unit Award Agreement, in a transaction exempt under Rule 16b-3 to the Reporting Person, who is a non-employee director with the Issuer, in connection with services for the Issuer's first fiscal quarter. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs fully vested on the Grant Date.

SEC source: 0001493152-23-046173 · ownership.xml · nonDerivative · entry 1

Vecchiolla Thomas A. · CIK 0001858528 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 365,105

F1 · shares: Represents a grant of restricted stock units ("RSUs") subject to the conditions of the Restricted Stock Unit Award Agreement pursuant to the Issuer's 2023 Plan. Each RSU represents a right to receive one share of the Company's common stock upon vesting. The number of RSUs to be issued will equal to the amount due to the director for Board fees divided by the closing price for a share of the Issuer's common stock on December 21, 2023, of $1.80. The RSUs were granted in a transaction exempt under Rule 16b-3 to the Reporting Person. The shares of common stock underlying the RSUs immediately vested on the grant date.

SEC source: 0001493152-24-001132 · ownership.xml · derivative · entry 2

Leftwich Scott · CIK 0001991668 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 70,249

Underlying: Common stock · 70,249 shares

Expires 2033-12-21

F1 · price: Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on December 21, 2023 (the "Grant Date"), the Reporting Person was granted 70,249 Non-Qualified Stock Options (the "Options") at an exercise price of $1.80, which is equal to the closing price of the Issuer's common stock on December 21, 2023, for serving as a director. Options will vest in one year or at the next annual shareholder meeting, whichever occurs first. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

F1 · derivative.exercise_date: Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on December 21, 2023 (the "Grant Date"), the Reporting Person was granted 70,249 Non-Qualified Stock Options (the "Options") at an exercise price of $1.80, which is equal to the closing price of the Issuer's common stock on December 21, 2023, for serving as a director. Options will vest in one year or at the next annual shareholder meeting, whichever occurs first. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

SEC source: 0001493152-24-001132 · ownership.xml · nonDerivative · entry 1

Leftwich Scott · CIK 0001991668 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 469,903

F2 · shares: Represents a grant of restricted stock units ("RSUs") subject to the conditions of the Restricted Stock Unit Award Agreement pursuant to the Issuer's 2023 Plan. Each RSU represents a right to receive one share of the Company's common stock upon vesting. The number of RSUs to be issued will equal to the amount due to the director for Board fees divided by the closing price for a share of the Issuer's common stock of $1.80. The RSUs were granted in a transaction exempt under Rule 16b-3 to the Reporting Person. The shares of common stock underlying the RSUs immediately vested on the Grant Date.

SEC source: 0001493152-24-001138 · ownership.xml · nonDerivative · entry 1

Zulueta Alfonso G · CIK 0001596336 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 133,301

F1 · shares: Represents a grant of restricted stock units ("RSUs") subject to the conditions of the Restricted Stock Unit Award Agreement pursuant to the Issuer's 2023 Plan. Each RSU represents a right to receive one share of the Company's common stock upon vesting. The number of RSUs to be issued will equal to the amount due to the director for Board fees divided by the closing price for a share of the Issuer's common stock. The RSUs were granted in a transaction exempt under Rule 16b-3 to the Reporting Person. The shares of common stock underlying the RSUs immediately vested on the grant date. As previously reported, Mr. Alfonso resigned as a director on November 29, 2023.

SEC source: 0001493152-24-001136 · ownership.xml · nonDerivative · entry 1

Stewart Alan R. · CIK 0001705492 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 54,655

F1 · shares: Represents a grant of restricted stock units ("RSUs") subject to the conditions of the Restricted Stock Unit Award Agreement pursuant to the Issuer's 2023 Plan. Each RSU represents a right to receive one share of the Company's common stock upon vesting. The number of RSUs to be issued will equal to the amount due to the director for Board fees divided by the closing price for a share of the Issuer's common stock. The RSUs were granted in a transaction exempt under Rule 16b-3 to the Reporting Person. The shares of common stock underlying the RSUs immediately vested on the Grant Date.

SEC source: 0001493152-24-001134 · ownership.xml · derivative · entry 2

Schoeneck James A · CIK 0001420987 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 70,249

Underlying: Common stock · 70,249 shares

Expires 2033-12-21

F1 · price: Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on December 21, 2023 (the "Grant Date"), the Reporting Person was granted 70,249 Non-Qualified Stock Options (the "Options") at an exercise price of $1.80, which is equal to the closing price of the Issuer's common stock on December 21, 2023, for serving as a director. The Options will vest in one year or next annual shareholder meeting, whichever first. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

F1 · derivative.exercise_date: Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on December 21, 2023 (the "Grant Date"), the Reporting Person was granted 70,249 Non-Qualified Stock Options (the "Options") at an exercise price of $1.80, which is equal to the closing price of the Issuer's common stock on December 21, 2023, for serving as a director. The Options will vest in one year or next annual shareholder meeting, whichever first. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

SEC source: 0001493152-24-001134 · ownership.xml · nonDerivative · entry 1

Schoeneck James A · CIK 0001420987 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 27,872

F2 · shares: Represents a grant of restricted stock units ("RSUs") subject to the conditions of the Restricted Stock Unit Award Agreement pursuant to the Issuer's 2023 Plan. Each RSU represents a right to receive one share of the Company's common stock upon vesting. The number of RSUs to be issued will equal to the amount due to the director for Board fees divided by the closing price for a share of the Issuer's common stock. The RSUs were granted in a transaction exempt under Rule 16b-3 to the Reporting Person. The shares of common stock underlying the RSUs immediately vested on the Grant Date.

SEC source: 0001493152-24-001131 · ownership.xml · derivative · entry 1

Camaisa Allan · CIK 0001990674 · Director · CEO, President and Chairman · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common stock · 100,000 shares

Expires 2033-12-23

F1 · price: Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on December 21, 2023 (the "Grant Date"), the Reporting Person was granted 100,000 Non-Qualified Stock Options (the "Options") at an exercise price of $1.80, which is equal to the closing price of the Issuer's common stock on December 21, 2023 in consideration of Mr. Camaisa personally guaranteeing the raising of $12,500,000 of Series B preferred stock of Calidi Biotherapeutics, a Nevada corporation ("Old Calidi"), in connection with the Agreement and Plan of Merger, as amended ("Merger Agreement"), by and among First Light Acquisition Group, Inc., FLAG Merger Sub, Inc. ("Merger Sub"), First Light Acquisition Group, LLC, Allan Camaisa and Old Calidi. On September 12, 2023, Merger Sub merged with and into Old Calidi, with Old Calidi surviving the merger. The options were granted in a transaction exempt under Rule 16b-3.

SEC source: 0000899243-23-019095 · doc4.xml · derivative · entry 6

First Light Acquisition Group, LLC · CIK 0001855489 · 10% owner

Weber William John · CIK 0001464648 · 10% owner

FLAG Sponsor Manager, LLC · CIK 0001882920 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 0

Underlying: Class A Common Stock, par value $0.0001 per share · 1,931,852 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F2 · price: In accordance with the Agreement and Plan of Merger, dated January 9, 2023 and as thereafter amended (the "Merger Agreement"), by and among First Light Acquisition Group, Inc. ("FLAG"), Calidi Biotherapeutics, Inc., a Nevada Corporation ("Old Calidi"), FLAG Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of FLAG ("Merger Sub"), the Sponsor, in the capacity as representative for the stockholders of FLAG and Allan Camaisa, in the capacity as representative of the stockholders of Old Calidi, on September 12, 2023, in connection with the closing of the transactions contemplated by the Merger Agreement, 1,931,852 shares of Class B common stock of FLAG directly owned by the Sponsor converted automatically, on a one-for-one basis, into 1,931,852 shares of Class A common stock of FLAG. FLAG then changed its name to Calidi Biotherapeutics, Inc. ("New Calidi") and the class A common stock was designated common stock.

F3 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F3 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-23-019095 · doc4.xml · derivative · entry 5

First Light Acquisition Group, LLC · CIK 0001855489 · 10% owner

Weber William John · CIK 0001464648 · 10% owner

FLAG Sponsor Manager, LLC · CIK 0001882920 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 1,931,852

Underlying: Class A Common Stock, par value $0.0001 per share · 166,201 shares

Expires not disclosed

F3 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F6 · kind: The Sponsor forfeited the shares of Class B common stock of FLAG to FLAG for no consideration in connection with the transactions contemplated by the Merger Agreement.

F6 · price: The Sponsor forfeited the shares of Class B common stock of FLAG to FLAG for no consideration in connection with the transactions contemplated by the Merger Agreement.

F3 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F3 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-23-019095 · doc4.xml · derivative · entry 4

First Light Acquisition Group, LLC · CIK 0001855489 · 10% owner

Weber William John · CIK 0001464648 · 10% owner

FLAG Sponsor Manager, LLC · CIK 0001882920 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 2,098,053

Underlying: Class A Common Stock, par value $0.0001 per share · 186,372 shares

Expires not disclosed

F3 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F5 · kind: In connection with the transactions contemplated by the Merger Agreement, in order to induce investors to provide financing to New Calidi and to extinguish certain outstanding promissory notes of FLAG, the Sponsor transferred to such investors, for no cash or other payment, an aggregate of 186,372 shares of Class B common stock of FLAG.

F5 · price: In connection with the transactions contemplated by the Merger Agreement, in order to induce investors to provide financing to New Calidi and to extinguish certain outstanding promissory notes of FLAG, the Sponsor transferred to such investors, for no cash or other payment, an aggregate of 186,372 shares of Class B common stock of FLAG.

F3 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F3 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-23-019095 · doc4.xml · derivative · entry 3

First Light Acquisition Group, LLC · CIK 0001855489 · 10% owner

Weber William John · CIK 0001464648 · 10% owner

FLAG Sponsor Manager, LLC · CIK 0001882920 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 2,284,425

Underlying: Class A Common Stock, par value $0.0001 per share · 99,388 shares

Expires not disclosed

F3 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F4 · kind: In connection with an investment of an aggregate $12,500,000 by Jackson Investment Group, LLC ("Jackson) in Series B Preferred Stock of Old Calidi, the Sponsor transferred 191,990 shares of Class B common stock of FLAG to Jackson on June 16, 2023, with an additional 99,388 shares of Class B common stock of FLAG transferred to Jackson on September 12, 2023 in connection with the closing of the transactions contemplated by the Merger Agreement.

F4 · price: In connection with an investment of an aggregate $12,500,000 by Jackson Investment Group, LLC ("Jackson) in Series B Preferred Stock of Old Calidi, the Sponsor transferred 191,990 shares of Class B common stock of FLAG to Jackson on June 16, 2023, with an additional 99,388 shares of Class B common stock of FLAG transferred to Jackson on September 12, 2023 in connection with the closing of the transactions contemplated by the Merger Agreement.

F3 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F3 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-23-019095 · doc4.xml · nonDerivative · entry 1

First Light Acquisition Group, LLC · CIK 0001855489 · 10% owner

Weber William John · CIK 0001464648 · 10% owner

FLAG Sponsor Manager, LLC · CIK 0001882920 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 1,931,852

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: In accordance with the Agreement and Plan of Merger, dated January 9, 2023 and as thereafter amended (the "Merger Agreement"), by and among First Light Acquisition Group, Inc. ("FLAG"), Calidi Biotherapeutics, Inc., a Nevada Corporation ("Old Calidi"), FLAG Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of FLAG ("Merger Sub"), the Sponsor, in the capacity as representative for the stockholders of FLAG and Allan Camaisa, in the capacity as representative of the stockholders of Old Calidi, on September 12, 2023, in connection with the closing of the transactions contemplated by the Merger Agreement, 1,931,852 shares of Class B common stock of FLAG directly owned by the Sponsor converted automatically, on a one-for-one basis, into 1,931,852 shares of Class A common stock of FLAG. FLAG then changed its name to Calidi Biotherapeutics, Inc. ("New Calidi") and the class A common stock was designated common stock.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-23-019094 · doc4.xml · derivative · entry 5

Vecchiolla Thomas A. · CIK 0001858528 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 66,667

Underlying: Common Stock, par value $0.0001 per share · 66,667 shares

Expires 2028-09-12

F3 · kind: Acquired in connection with the transactions contemplated by the Merger Agreement and in satisfaction of a promissory note issued by FLAG to the Reporting Person.

F5 · kind: Each warrant is exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing.

F5 · price: Each warrant is exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing.

F5 · derivative.exercise_date: Each warrant is exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing.

SEC source: 0000899243-23-019094 · doc4.xml · derivative · entry 4

Vecchiolla Thomas A. · CIK 0001858528 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock, par value $0.0001 per share · 6,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: Acquired in connection with the transactions contemplated by the Merger Agreement and in satisfaction of a promissory note issued by FLAG to the Reporting Person.

F1 · kind: In accordance with the Agreement and Plan of Merger, dated January 9, 2023 and as thereafter amended (the "Merger Agreement"), by and among First Light Acquisition Group, Inc. ("FLAG"), Calidi Biotherapeutics, Inc., a Nevada Corporation ("Old Calidi"), FLAG Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of FLAG, First Light Acquisition Group, LLC (the "Sponsor"), in the capacity as representative for the stockholders of FLAG and Allan Camaisa, in the capacity as representative of the stockholders of Old Calidi, on September 12, 2023, in connection with the closing of the transactions contemplated by the Merger Agreement (the "Closing"), 6,000 shares of Class B common stock of FLAG directly owned by the Reporting Person converted automatically, on a one-for-one basis, into 6,000 shares of Class A common stock of FLAG. FLAG then changed its name to Calidi Biotherapeutics, Inc. ("New Calidi") and the Class A common stock was designated common stock.

F4 · price: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F4 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F4 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

SEC source: 0000899243-23-019094 · doc4.xml · derivative · entry 3

Vecchiolla Thomas A. · CIK 0001858528 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,000

Underlying: Class A Common Stock, par value $0.0001 per share · 6,000 shares

Expires not disclosed

F3 · derivative.exercise_price: Acquired in connection with the transactions contemplated by the Merger Agreement and in satisfaction of a promissory note issued by FLAG to the Reporting Person.

F3 · kind: Acquired in connection with the transactions contemplated by the Merger Agreement and in satisfaction of a promissory note issued by FLAG to the Reporting Person.

F4 · price: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F4 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F4 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

SEC source: 0000899243-23-019094 · doc4.xml · nonDerivative · entry 1

Vecchiolla Thomas A. · CIK 0001858528 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: In accordance with the Agreement and Plan of Merger, dated January 9, 2023 and as thereafter amended (the "Merger Agreement"), by and among First Light Acquisition Group, Inc. ("FLAG"), Calidi Biotherapeutics, Inc., a Nevada Corporation ("Old Calidi"), FLAG Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of FLAG, First Light Acquisition Group, LLC (the "Sponsor"), in the capacity as representative for the stockholders of FLAG and Allan Camaisa, in the capacity as representative of the stockholders of Old Calidi, on September 12, 2023, in connection with the closing of the transactions contemplated by the Merger Agreement (the "Closing"), 6,000 shares of Class B common stock of FLAG directly owned by the Reporting Person converted automatically, on a one-for-one basis, into 6,000 shares of Class A common stock of FLAG. FLAG then changed its name to Calidi Biotherapeutics, Inc. ("New Calidi") and the Class A common stock was designated common stock.

F1 · price: In accordance with the Agreement and Plan of Merger, dated January 9, 2023 and as thereafter amended (the "Merger Agreement"), by and among First Light Acquisition Group, Inc. ("FLAG"), Calidi Biotherapeutics, Inc., a Nevada Corporation ("Old Calidi"), FLAG Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of FLAG, First Light Acquisition Group, LLC (the "Sponsor"), in the capacity as representative for the stockholders of FLAG and Allan Camaisa, in the capacity as representative of the stockholders of Old Calidi, on September 12, 2023, in connection with the closing of the transactions contemplated by the Merger Agreement (the "Closing"), 6,000 shares of Class B common stock of FLAG directly owned by the Reporting Person converted automatically, on a one-for-one basis, into 6,000 shares of Class A common stock of FLAG. FLAG then changed its name to Calidi Biotherapeutics, Inc. ("New Calidi") and the Class A common stock was designated common stock.

SEC source: 0001393825-23-000222 · primary_doc.xml · nonDerivative · entry 1

Hudson Bay Capital Management LP · CIK 0001393825 · 10% owner

Gerber Sander · CIK 0001416593 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 0

F1 · kind: The Reporting Persons elected to redeem 500,000 shares of Class A Common Stock for cash.

F2 · price: Reflects the Reporting Persons' best estimate of the redemption price based on the Issuer's disclosure in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2023. The Reporting Persons will file and amendment to this Form 4 to the extent the actual redemption price differs in any material respect from the price reported in column (4).

F3 · ownership.nature: The securities are held by HB Strategies LLC (the "Fund"). Hudson Bay Capital Management LP (the "Investment Manager") serves as the investment manager of the Fund. As such, the Investment Manager may be deemed to have beneficial ownership of the securities held by the Fund. As the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP, Mr. Sander Gerber may be deemed to have beneficial ownership of the securities held by the Fund. Each Reporting Person disclaims beneficial ownership of the securities held by the Fund, except to the extent of its or his pecuniary interest therein.

SEC source: 0000899243-23-019095 · doc4.xml · derivative · entry 2

First Light Acquisition Group, LLC · CIK 0001855489 · 10% owner

Weber William John · CIK 0001464648 · 10% owner

FLAG Sponsor Manager, LLC · CIK 0001882920 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Note

Disclosed balance after: 2,383,813

Underlying: Class A Common Stock, par value $0.0001 per share · 191,990 shares

Expires not disclosed

F3 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F4 · kind: In connection with an investment of an aggregate $12,500,000 by Jackson Investment Group, LLC ("Jackson) in Series B Preferred Stock of Old Calidi, the Sponsor transferred 191,990 shares of Class B common stock of FLAG to Jackson on June 16, 2023, with an additional 99,388 shares of Class B common stock of FLAG transferred to Jackson on September 12, 2023 in connection with the closing of the transactions contemplated by the Merger Agreement.

F4 · price: In connection with an investment of an aggregate $12,500,000 by Jackson Investment Group, LLC ("Jackson) in Series B Preferred Stock of Old Calidi, the Sponsor transferred 191,990 shares of Class B common stock of FLAG to Jackson on June 16, 2023, with an additional 99,388 shares of Class B common stock of FLAG transferred to Jackson on September 12, 2023 in connection with the closing of the transactions contemplated by the Merger Agreement.

F3 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F3 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0001326389-22-000013 · primary_doc.xml · nonDerivative · entry 1

Polar Asset Management Partners Inc. · CIK 0001326389 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 1

Disclosed balance after: 412,800

F1 · ownership.nature: 1. Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada (the "Reporting Person"), serves as investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF") and has sole voting and investment discretion with respect to the securities reported herein which are held by PMSMF. The Reporting Person disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that Reporting Person is the beneficial owner of the securities reported herein for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of Reporting Person's pecuniary interest therein.

SEC source: 0000899243-22-031083 · doc4.xml · derivative · entry 2

First Light Acquisition Group, LLC · CIK 0001855489 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See notes

Disclosed balance after: 2,575,803

Underlying: Class A Common Stock, par value $0.0001 per share · 400,000 shares

Expires not disclosed

F2 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class B Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F3 · kind: Represents the sale of shares of Class B Common Stock by Sponsor, in privately negotiated transactions.

F2 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class B Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F2 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class B Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability Company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons").

F4 · ownership.nature: The manager of Sponsor is FLAG Sponsor Manager, LLC ("Manager LLC"). William J. Weber is the sole member of Manager LLC.

F5 · ownership.nature: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0000899243-22-031083 · doc4.xml · derivative · entry 1

First Light Acquisition Group, LLC · CIK 0001855489 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See notes

Disclosed balance after: 2,874,677

Underlying: Class A Common Stock, par value $0.0001 per share · 450,000 shares

Expires not disclosed

F2 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class B Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F3 · kind: Represents the sale of shares of Class B Common Stock by Sponsor, in privately negotiated transactions.

F2 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class B Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F2 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class B Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F1 · ownership.nature: This Form 4 is being filed by First Light Acquisition Group, LLC ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability Company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons").

F4 · ownership.nature: The manager of Sponsor is FLAG Sponsor Manager, LLC ("Manager LLC"). William J. Weber is the sole member of Manager LLC.

F5 · ownership.nature: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F6 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.