Form 4: Calidi Biotherapeutics Director Granted Stock Options as Part of Compensation Plan

Calidi Biotherapeutics, Inc. Director Alan R. Stewart was granted 137,078 non-qualified stock options at an exercise price of $0.70 per share, vesting monthly over one year.

Summary

• Alan R. Stewart, a Director of Calidi Biotherapeutics, Inc. (CLDI), was granted 137,078 non-qualified stock options.
• The options have an exercise price of $0.70 per share, which was equal to the closing price on the grant date.
• The grant date for these options was July 9, 2025, and they were issued on July 15, 2025.
• The options will vest in 1/12th per month installments over one year, commencing from the grant date.
• The expiration date for these options is July 9, 2035.
• The stock options were granted pursuant to the Issuer's non-employee director compensation policy and issued under the Issuer's 2023 Equity Incentive Plan.

Sentiment

Score: 6

Explanation: The document reports a standard, expected compensation event for a director, which is generally positive as it aligns interests, but it does not indicate any significant new operational or financial developments.

Positives

• The grant of stock options aligns the director's interests with those of shareholders, as the options' value increases with the company's stock price.
• The options were granted at an exercise price equal to the closing price on the grant date, indicating a standard compensation practice.
• The grant is part of the company's established 2023 Equity Incentive Plan and non-employee director compensation policy, demonstrating structured governance.

Future Outlook

The granted stock options will vest in 1/12th per month installments over one year, commencing from the grant date of July 9, 2025, and are exercisable until their expiration on July 9, 2035.

Industry Context

The granting of stock options to non-employee directors is a common practice across various industries, including biotechnology, to attract and retain qualified board members and align their long-term interests with company performance and shareholder value.

Comparison to Industry Standards

• The grant of stock options to a director is a standard component of non-employee director compensation packages in publicly traded companies, particularly in the biotechnology sector where equity incentives are prevalent.
• The vesting schedule of 1/12th per month over one year is a common approach for director equity grants, ensuring continued engagement and alignment.
• The exercise price being equal to the closing price on the grant date is typical for compensatory option grants, distinguishing them from discounted or premium options.

Corporate Governance

Related Party Transactions

• The grant of stock options to Alan R. Stewart, a Director, constitutes a related party transaction as it involves compensation provided to a member of the company's board.

Stakeholder Impact

• Shareholders: The grant aligns the director's financial interests with shareholder value creation, as the options become more valuable if the stock price increases.
• Employees: While this specific grant is for a director, the use of the 2023 Equity Incentive Plan suggests a broader framework for equity compensation that could benefit other employees in the future.

Next Steps

• The options will continue to vest monthly over the next year, starting from July 9, 2025.
• The director may choose to exercise the vested options at any point before their expiration on July 9, 2035.

Key Dates

Keywords

Calidi Biotherapeutics, CLDI, stock options, non-qualified stock options, director compensation, equity incentive plan, SEC Form 4, beneficial ownership, corporate governance