Calidi Biotherapeutics issued a warrant to an accredited investor on May 6, 2026. The warrant allows for the purchase of up to 17,391,304 shares of common stock at an exercise price of $0.23 per share. Vesting of the warrant is tied to the investor purchasing up to $4.0 million of common stock in registered offerings before July 8, 2026. The warrant is first exercisable on September 8, 2026, and expires on a date to be determined. The transaction is a private placement conducted under Section 4(a)(2) of the Securities Act and Rule 506(b).