Form 4: Calidi Biotherapeutics Director James Schoeneck Granted 164,493 Stock Options

Calidi Biotherapeutics, Inc. Director James A. Schoeneck was granted non-qualified stock options to purchase 164,493 shares of common stock at an exercise price of $0.70 per share.

Summary

• James A. Schoeneck, a Director of Calidi Biotherapeutics, Inc. (CLDI), was issued non-qualified stock options.
• The grant is for 164,493 shares of common stock.
• The exercise price for these options is $0.70 per share, which was equal to the closing price on the grant date.
• The options were granted on July 9, 2025, and issued on July 15, 2025.
• Vesting will occur in 1/12th per month installments over one year, commencing on the grant date of July 9, 2025.
• The options expire on July 9, 2035.
• This grant was made pursuant to the Issuer's non-employee director compensation policy and issued under the Issuer's 2023 Equity Incentive Plan.

Sentiment

Score: 7

Explanation: The document reports a routine compensation event for a director, which is a standard practice for aligning interests. It does not contain any unexpected positive or negative financial news, but rather a procedural disclosure.

Positives

• The grant of stock options to a director aligns their interests with those of shareholders, incentivizing long-term company performance.
• The exercise price of $0.70 per share matches the closing price on the grant date, indicating a standard, at-the-money grant.

Future Outlook

The stock options will vest in 1/12th per month installments over one year, commencing on July 9, 2025, providing a future incentive for the director.

Management Comments

• 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.

Industry Context

The granting of stock options to non-employee directors is a common practice in the biotechnology and pharmaceutical industries, serving as a standard component of compensation packages designed to attract and retain qualified board members and align their interests with long-term shareholder value.

Comparison to Industry Standards

• Granting stock options to non-employee directors is a standard compensation practice across publicly traded companies, including those in the biotech sector like Calidi Biotherapeutics.
• The vesting schedule of 1/12th per month over one year is a common approach for director equity awards, similar to practices seen at comparable small-cap biotech firms.
• Setting the exercise price equal to the closing price on the grant date ($0.70) is a typical and transparent method for issuing at-the-money options, consistent with corporate governance best practices.

Corporate Governance

Related Party Transactions

• The grant of stock options to James A. Schoeneck, a Director, constitutes a related party transaction as it involves compensation to a member of the company's board.

Stakeholder Impact

• Shareholders: The grant aligns the director's financial interests with long-term shareholder value creation, although it represents potential future dilution upon exercise.
• Employees: No direct impact on employees, but it reflects the company's overall compensation philosophy for key personnel.

Next Steps

• The options will continue to vest monthly over the next year, with full vesting by July 9, 2026.

Key Dates

Keywords

Calidi Biotherapeutics, CLDI, stock options, director compensation, Form 4, insider transaction, equity incentive plan, non-qualified stock options