Calidi Biotherapeutics Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

May Inducement Offer

On May 31, 2024, as part of the Company’s May Inducement Offer”), we agreed to issue unregistered new Series D Warrants to purchase up to 1,069,800 shares of Common Stock.

On April 18, 2024, in connection with the closing of the April Public Offering, we issued to the placement agent unregistered warrants to purchase up to 75,988 shares of Common Stock.

On June 3, 2024, in connection with the closing of the May Inducement Offer, we issued to the placement agent unregistered warrants to purchase up to 53,490 shares of Common Stock.

Consulting Agreement

Effective February 21, 2024, we entered into a marketing services agreement with a third party consultant. As compensation, we issued 5,000 shares of common stock to the consultant on March 25, 2024.

The securities described above were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act. Each investor acquired such securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our securities. Our securities were sold only to accredited investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Each certificate contained a restrictive legend as required by the Securities Act. Finally, our stock transfer agent has been instructed not to transfer any of such securities, unless such securities are registered for resale or there is an exemption with respect to their transfer.