Form 4: Calidi Biotherapeutics Director Scott Leftwich Granted Stock Options

Calidi Biotherapeutics, Inc. Director Scott Leftwich was granted non-qualified stock options to purchase 137,078 shares of common stock at an exercise price of $0.70 per share.

Summary

• Scott Leftwich, a Director of Calidi Biotherapeutics, Inc. (CLDI), was the reporting person for this transaction.
• On July 9, 2025, non-qualified stock options to purchase 137,078 shares of common stock were granted to Scott Leftwich.
• The options were issued on July 15, 2025, with an exercise price of $0.70 per share, which was equal to the closing price on the grant date.
• The options will vest and become exercisable in 1/12th per month installments over one year, commencing on the grant date.
• The stock options were granted pursuant to Calidi Biotherapeutics' non-employee director compensation policy and issued under its 2023 Equity Incentive Plan.
• The options have an expiration date of July 9, 2035.

Sentiment

Score: 7

Explanation: The filing reports a standard grant of non-qualified stock options to a director as part of their compensation, aligning their interests with shareholder value creation. This is a routine and expected corporate governance action, indicating stability in compensation practices.

Positives

• The grant of stock options to a director aligns their financial interests with those of the shareholders, incentivizing long-term value creation.
• The exercise price of $0.70 per share is set at the closing market price on the grant date, which is a standard and transparent practice for equity compensation.

Future Outlook

The granted stock options will vest in 1/12th per month installments over one year, commencing on the grant date of July 9, 2025.

Industry Context

Granting stock options to non-employee directors is a common and widely accepted practice across public companies, particularly within the biotechnology and pharmaceutical sectors. This compensation method is utilized to align the interests of directors with the long-term performance and shareholder value creation of the company.

Comparison to Industry Standards

• Granting stock options to non-employee directors is a standard practice across public companies, including those in the biotechnology sector, to incentivize performance aligned with shareholder interests.
• The exercise price being equal to the closing price on the grant date ($0.70) is typical for such equity awards, ensuring the options have value only if the stock price appreciates.
• Companies like Moderna (MRNA) or BioNTech (BNTX) also commonly utilize equity compensation for their non-executive directors as part of their overall compensation structure.

Corporate Governance

Related Party Transactions

• The grant of non-qualified stock options to Scott Leftwich, a director, constitutes a related party transaction, which is a standard and transparent form of director compensation.

Stakeholder Impact

• Shareholders: The grant of stock options aligns the director's long-term financial interests with those of the shareholders, potentially leading to more focused efforts on increasing shareholder value.
• Management: This transaction is part of the established compensation framework for non-employee directors, reflecting consistent governance practices.

Next Steps

• The non-qualified stock options will vest in 1/12th monthly installments over one year, commencing on July 9, 2025.

Key Dates

Keywords

Calidi Biotherapeutics, CLDI, Scott Leftwich, SEC Form 4, stock options, director compensation, equity incentive plan, beneficial ownership, insider transaction