CLDWW · Calidi Biotherapeutics, Inc. · Insider Trading

On August 17, 2026, the Reporting Person was issued a non-qualified stock option to purchase 4,000 shares of common stock (the "Options") at an exercise price of $1.36 per share (equal to the closing price on the grant date, August 17, 2026) and shall 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 the Issuer's non-employee director compensation policy and issued under the Issuer's 2023 Equity Incentive Plan.

Does not include the stock options previously granted to the Reporting Person.

On August 17, 2026, the Reporting Person was issued a non-qualified stock option to purchase 6,000 shares of common stock (the "Options") at an exercise price of $1.36 per share (equal to the closing price on the grant date, August 17, 2026) and shall 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 the Issuer's non-employee director compensation policy and issued under the Issuer's 2023 Equity Incentive Plan.

Does not include the stock options previously granted to the Reporting Person.

Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on August 17, 2026 (the "Grant Date"), the Reporting Person was granted 16,000 incentive stock options (the "Options") at an exercise price of $1.36, which is equal to the closing price of the Issuer's common stock on the Grant Date. 25% of the options will vest upon the one (1) year anniversary of 08/17/2026, and the remaining 75% of the options will vest in 1/36th installments on a monthly basis, subject to the Reporting Person's continued service to the Issuer. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

Does not include the incentive stock options previously granted to the Reporting Person.

Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on August 17, 2026 (the "Grant Date"), the Reporting Person was granted 32,000 incentive stock options (the "Options") at an exercise price of $1.36, which is equal to the closing price of the Issuer's common stock on the Grant Date. 25% of the options will vest upon the one (1) year anniversary of 08/17/2026, and the remaining 75% of the options will vest in 1/36th installments on a monthly basis, subject to the Reporting Person's continued service to the Issuer. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

Does not include the incentive stock options previously granted to the Reporting Person.

On August 17, 2026, the Reporting Person was issued a non-qualified stock option to purchase 4,000 shares of common stock (the "Options") at an exercise price of $1.36 per share (equal to the closing price on the grant date, August 17, 2026) and shall 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 the Issuer's non-employee director compensation policy and issued under the Issuer's 2023 Equity Incentive Plan.

Does not include the stock options previously granted to the Reporting Person.

On August 17, 2026, the Reporting Person was issued a non-qualified stock option to purchase 4,000 shares of common stock (the "Options") at an exercise price of $1.36 per share (equal to the closing price on the grant date, August 17, 2026) and shall 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 the Issuer's non-employee director compensation policy and issued under the Issuer's 2023 Equity Incentive Plan.

Does not include the stock options previously granted to the Reporting Person.

Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on August 17, 2026 (the "Grant Date"), the Reporting Person was granted 14,000 incentive stock options (the "Options") at an exercise price of $1.36, which is equal to the closing price of the Issuer's common stock on the Grant Date. 25% of the options will vest upon the one (1) year anniversary of 08/17/2026, and the remaining 75% of the options will vest in 1/36th installments on a monthly basis, subject to the Reporting Person's continued service to the Issuer. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

Does not include the incentive stock options previously granted to the Reporting Person.

On August 17, 2026, the Reporting Person was issued a non-qualified stock option to purchase 5,000 shares of common stock (the "Options") at an exercise price of $1.36 per share (equal to the closing price on the grant date, August 17, 2026) and shall 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 the Issuer's non-employee director compensation policy and issued under the Issuer's 2023 Equity Incentive Plan.

Does not include the stock options previously granted to the Reporting Person.

All share and share related information gives retrospective effect to the 1-for-12 reverse stock split effective on August 4, 2025.

The sales reported in this Form 4 were effected for estate and tax planning purposes by AJC Capital, LLC ("AJC"). The reporting person undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request of the SEC staff, the Issuer or a security holder of the Issuer.

Includes (i) 6,394 shares of Common Stock directly held by Allan Camaisa, (ii) 19,860 shares of Common Stock held by AJC, and (iii) 50,698 shares of Common Stock held by Jamir Trust.

Does not include, (i) 1,526 shares of Common Stock issuable upon exercise of vested options within sixty (60) days held by Mr. Camaisa, (ii) 3,915 shares of Common Stock issuable upon exercise of warrants within sixty (60) days held by Mr. Camaisa, and (iii) 22,887 shares of Common Stock issuable upon exercise of vested options within sixty (60) days held by AJC.

Mr. Camaisa is the sole managing member and owner of AJC and the sole trustee of Jamir Trust; as such, Mr. Camaisa is deemed to have beneficial ownership of the Common Stock held by AJC and Jamir Trust.

Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on September 3, 2025 (the "Grant Date"), the Reporting Person was granted 10,000 incentive stock options (the "Options") at an exercise price of $1.58, which is equal to the closing price of the Issuer's common stock on the Grant Date. 25% of the options will vest upon the one (1) year anniversary of 9/03/2025, and the remaining 75% of the options will vest in 1/36th installments on the last day of each monthly period subject to the Reporting Person's continued service to the Issuer. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on September 3, 2025 (the "Grant Date"), the Reporting Person was granted 35,000 incentive stock options (the "Options") at an exercise price of $1.58, which is equal to the closing price of the Issuer's common stock on the Grant Date. 25% of the options will vest upon the one (1) year anniversary of 9/03/2025, and the remaining 75% of the options will vest in 1/36th installments on the last day of each monthly period subject to the Reporting Person's continued service to the Issuer. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on September 3, 2025 (the "Grant Date"), the Reporting Person was granted 30,000 incentive stock options (the "Options") at an exercise price of $1.58, which is equal to the closing price of the Issuer's common stock on the Grant Date. 25% of the options will vest upon the one (1) year anniversary of 9/03/2025, and the remaining 75% of the options will vest in 1/36th installments on the last day of each monthly period subject to the Reporting Person's continued service to the Issuer. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

The common stock and warrants were acquired by the reporting person in a public offering conducted by the Issuer that was closed on August 21, 2025.

Each common share was purchased with an accompanying warrant for a purchase price of $2.00 per share and accompanying warrant.

The common stock and warrants were acquired by the reporting person in a public offering conducted by the Issuer that was closed on August 21, 2025.

Each common share was purchased with an accompanying warrant for a purchase price of $2.00 per share and accompanying warrant.

The common stock and warrants were acquired by the reporting person in a public offering conducted by the Issuer that was closed on August 21, 2025.

Each common share was purchased with an accompanying warrant for a purchase price of $2.00 per share and accompanying warrant.

The common stock and warrants were acquired by the reporting person in a public offering conducted by the Issuer that was closed on August 21, 2025.

Each common share was purchased with an accompanying warrant for a purchase price of $2.00 per share and accompanying warrant.

The common stock and warrants were acquired by the reporting person in a public offering conducted by the Issuer that was closed on August 21, 2025.

Each common share was purchased with an accompanying warrant for a purchase price of $2.00 per share and accompanying warrant.

The common stock and warrants were acquired by the reporting person in a public offering conducted by the Issuer that was closed on August 21, 2025.

Each common share was purchased with an accompanying warrant for a purchase price of $2.00 per share and accompanying warrant.

The common stock and warrants were acquired by the reporting person in a public offering conducted by the Issuer that was closed on August 21, 2025.

Each common share was purchased with an accompanying warrant for a purchase price of $2.00 per share and accompanying warrant.

The common stock and warrants were acquired by the reporting person in a public offering conducted by the Issuer that was closed on August 21, 2025.

Each common share was purchased with an accompanying warrant for a purchase price of $2.00 per share and accompanying warrant.

On July 15, 2025, the Reporting Person was issued a non-qualified stock option to purchase 137,078 shares of common stock (the "Options") at an exercise price of $0.70 per share (equal to the closing price on the grant date, July 9, 2025) and shall 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 the Issuer's non-employee director compensation policy and issued under the Issuer's 2023 Equity Incentive Plan.

On July 15, 2025, the Reporting Person was issued a non-qualified stock option to purchase 137,078 shares of common stock (the "Options") at an exercise price of $0.70 per share (equal to the closing price on the grant date, July 9, 2025) and shall 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 the Issuer's non-employee director compensation policy and issued under the Issuer's 2023 Equity Incentive Plan.

On July 15, 2025, the Reporting Person was issued a non-qualified stock option to purchase 164,493 shares of common stock (the "Options") at an exercise price of $0.70 per share (equal to the closing price on the grant date, July 9, 2025) and shall 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 the Issuer's non-employee director compensation policy and issued under the Issuer's 2023 Equity Incentive Plan.

On July 15, 2025, the Reporting Person was issued a non-qualified stock option to purchase 137,078 shares of common stock (the "Options") at an exercise price of $0.70 per share (equal to the closing price on the grant date, July 9, 2025) and shall 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 the Issuer's non-employee director compensation policy and issued under the Issuer's 2023 Equity Incentive Plan.

On April 22, 2025 (the "Grant Date"), the compensation committee and board of directors of Calidi Biotherapeutics, Inc. ("Issuer") approved an inducement grant to the Reporting Person of 726,412 stock options (the "Options"), pursuant to the exception under Section 711 NYSE American, at a per share exercise price of $0.4690, which is equal to the closing price of the Issuer's common stock on the Grant Date.

25% of the options will vest upon the one (1) year anniversary of 04/22/2025, and the remaining 75% of the options will vest in 1/36th installments on the last day of each monthly period subject to the Reporting Person's continued service to the Issuer.

Represents a grant of restricted stock units ("RSUs") on December 31, 2024 (the "Grant Date"), pursuant to the Issuer's 2023 Equity Incentive Plan and subject to the conditions of a Restricted Stock Unit Award Agreement, in a transaction exempt under Rule 16b-3 to the Reporting Person, who is a non-employee director with the Issuer, in connection with a payment in lieu of cash for services during the Issuer's fourth fiscal quarter. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs fully vested on the Grant Date. The price per share at which the grants were issued is $1.15 and was determined based on the Issuer's closing price on December 31, 2024.

Represents a grant of restricted stock units ("RSUs") on December 31, 2024 (the "Grant Date"), pursuant to the Issuer's 2023 Equity Incentive Plan and subject to the conditions of a Restricted Stock Unit Award Agreement, in a transaction exempt under Rule 16b-3 to the Reporting Person, who is a non-employee director with the Issuer, in connection with a payment in lieu of cash for services during the Issuer's fourth fiscal quarter. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs fully vested on the Grant Date. The price per share at which the grants were issued is $1.15 and was determined based on the Issuer's closing price on December 31, 2024.

The sales reported in this Form 4 were effected for tax planning purposes. The reporting person undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request of the SEC staff, the Issuer or a security holder of the Issuer.

Includes 6,557 shares of Common Stock directly held by Allan Camaisa. Does not include (i) 14,000 shares of Common Stock issuable upon exercise of options held by Mr. Camaisa under the 2023 Equity Plan, (ii) 6,445 shares of Common Stock issuable upon exercise of options held by Mr. Camaisa under the 2019 Equity Plan, (iii) 46,972 shares of Common Stock issuable upon exercise of warrants within sixty (60) days held by Mr. Camaisa, (iv) 70,760 shares of Common Stock issuable upon exercise of options held by AJC Capital, LLC ("AJC"), (v) 203,954 shares of Common Stock issuable upon exercise of options held by AJC, (vi) 281,513 shares of Common Stock held by AJC, and (vii) 608,383 shares of Common Stock held by Jamir Trust. Mr. Camaisa is the sole managing member and owner of AJC and the sole trustee of Jamir Trust; as such, Mr. Camaisa may be deemed to have beneficial ownership of the Common Stock held by AJC and Jamir Trust.

In lieu of cash repayments for payables owed to Mr. Camaisa, 70,155 shares were issued to the reporting person at a price per share of $1.15, the closing price of the issuer's common stock immediately prior to the issuance date.

Includes 6,557 shares of Common Stock directly held by Allan Camaisa. Does not include (i) 14,000 shares of Common Stock issuable upon exercise of options held by Mr. Camaisa under the 2023 Equity Plan, (ii) 6,445 shares of Common Stock issuable upon exercise of options held by Mr. Camaisa under the 2019 Equity Plan, (iii) 46,972 shares of Common Stock issuable upon exercise of warrants within sixty (60) days held by Mr. Camaisa, (iv) 70,760 shares of Common Stock issuable upon exercise of options held by AJC Capital, LLC ("AJC"), (v) 203,954 shares of Common Stock issuable upon exercise of options held by AJC, (vi) 281,513 shares of Common Stock held by AJC, and (vii) 608,383 shares of Common Stock held by Jamir Trust. Mr. Camaisa is the sole managing member and owner of AJC and the sole trustee of Jamir Trust; as such, Mr. Camaisa may be deemed to have beneficial ownership of the Common Stock held by AJC and Jamir Trust.

On October 11, 2024, pursuant to the issuer's 2023 Equity Incentive Plan, the reporting person was issued a non-qualified stock option to purchase 20,217 shares of common stock (the "Options") at an exercise price of $1.09, which is the closing price of the issuer's common stock on the grant date, September 20, 2024 (the "Grant Date"). The Options shall vest, and become exercisable, in 1/12th per month installments over one year commencing on the Grant Date.

On October 11, 2024, pursuant to the issuer's 2023 Equity Incentive Plan, the reporting person was issued a non-qualified stock option to purchase 20,217 shares of common stock (the "Options") at an exercise price of $1.09, which is the closing price of the issuer's common stock on the grant date, September 20, 2024 (the "Grant Date"). The Options shall vest, and become exercisable, in 1/12th per month installments over one year commencing on the Grant Date.

On October 11, 2024, pursuant to the issuer's 2023 Equity Incentive Plan, the reporting person was issued a non-qualified stock option to purchase 20,217 shares of common stock (the "Options") at an exercise price of $1.09, which is the closing price of the issuer's common stock on the grant date, September 20, 2024 (the "Grant Date"). The Options shall vest, and become exercisable, in 1/12th per month installments over one year commencing on the Grant Date.

On October 11, 2024, pursuant to the issuer's 2023 Equity Incentive Plan, the reporting person was issued a non-qualified stock option to purchase 20,217 shares of common stock (the "Options") at an exercise price of $1.09, which is the closing price of the issuer's common stock on the grant date, September 20, 2024 (the "Grant Date"). The Options shall vest, and become exercisable, in 1/12th per month installments over one year commencing on the Grant Date.

Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on July 1, 2024 (the "Grant Date"), the Reporting Person was granted 30,904 non-qualified stock options (the "Options") at the exercise price of $0.193, which is the closing price of the Issuer's common stock on the Grant Date. The Options shall vest in 1/36 per month over three years, commencing on the Grant Date.

Represents a grant of restricted stock units ("RSUs") on June 28, 2024 (the "Grant Date"), pursuant to the Issuer's 2023 Equity Incentive Plan and subject to the conditions of a Restricted Stock Unit Award Agreement, in a transaction exempt under Rule 16b-3 to the Reporting Person, who is a non-employee director with the Issuer, in connection with services for the Issuer's second fiscal quarter. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs fully vested on the Grant Date.

Represents a grant of restricted stock units ("RSUs") on June 28, 2024 (the "Grant Date"), pursuant to the Issuer's 2023 Equity Incentive Plan and subject to the conditions of a Restricted Stock Unit Award Agreement, in a transaction exempt under Rule 16b-3 to the Reporting Person, who is a non-employee director with the Issuer, in connection with services for the Issuer's second fiscal quarter. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs fully vested on the Grant Date.

Represents a grant of restricted stock units ("RSUs") on June 28, 2024 (the "Grant Date"), pursuant to the Issuer's 2023 Equity Incentive Plan and subject to the conditions of a Restricted Stock Unit Award Agreement, in a transaction exempt under Rule 16b-3 to the Reporting Person, who is a non-employee director with the Issuer, in connection with services for the Issuer's second fiscal quarter. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs fully vested on the Grant Date.

Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on June 17, 2024 (the "Grant Date"), the Reporting Person was granted 40,000 incentive stock options at an exercise price of $0.195, which is equal to the closing price of the Issuer's common stock on the Grant Date. The Options shall vest in 1/48th installments on the last day of each monthly period of the Reporting Person's continued service to the Issuer, commencing on 1/1/2024. The options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on June 17, 2024 (the "Grant Date"), the Reporting Person was granted 300,000 incentive stock options (the "Options") at an exercise price of $0.195, which is equal to the closing price of the Issuer's common stock on the Grant Date. 25% of the options will vest upon the one (1) year anniversary of 10/30/2023, and the remaining 75% of the options will vest in 1/36th installments on the last day of each monthly period subject to the Reporting Person's continued service to the Issuer. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on June 17, 2024 (the "Grant Date"), the Reporting Person was granted 40,000 incentive stock options at an exercise price of $0.215, which is equal to 110% of the closing price of the Issuer's common stock on the Grant Date. The Options shall vest in 1/48th installments on the last day of each monthly period of the Reporting Person's continued service to the Issuer, commencing on 1/1/2024. The options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on June 17, 2024 (the "Grant Date"), the Reporting Person was granted 31,360 incentive stock options (the "Options") at an exercise price of $0.195, which is equal to the closing price of the Issuer's common stock on the Grant Date. The Options shall vest in 1/48th installments on the last day of each monthly period of the Reporting Person's continued service to the Issuer, commencing on 9/13/2023. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

Pursuant to the Issuer's 2023 Plan, on the Grant Date, the Reporting Person was granted 60,000 Options at an exercise price of $0.195, which is equal to the closing price of the Issuer's common stock on the Grant Date. The Options shall vest in 1/48th installments on the last day of each monthly period of the Reporting Person's continued service to the Issuer, commencing on 5/13/2024. The options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

On May 31, 2024, the Reporting Person and the Issuer entered into an inducement offer letter agreement (the "Inducement Agreement") providing for the immediate exercise of some or all of certain Series B warrants and Series C warrants, at an initial exercise price of $0.60, previously purchased in the Issuer's public offering which closed on April 18, 2024 (the "Offering"), at a reduced exercise price of $0.20 (the "Exercise"). Pursuant to the Inducement Agreement, the Issuer also issued Series D common stock purchase warrants ("New Series D Warrants") in consideration for the Exercise. The Offering closed on June 3, 2024.

Represents the exercise of 173,000 Series B warrants for 173,000 Series B Units, consisting of an aggregate of (i) 173,000 shares of common stock and (ii) Series B-1 Warrants to purchase up to an aggregate of 173,000 shares of common stock. The Series B Warrants are exercisable immediately upon issuance and will expire twelve months from April 18, 2024.

The Series B-1 Warrants are exercisable immediately upon issuance and are exercisable for a term of 5 years from June 3, 2024 (the "Issuance Date") at a reduced exercise price of $0.20.

These securities are held by James & Cynthia Schoeneck Family Trust (the "Trust"). Mr. Schoeneck is a trustee of the Trust, and may be deemed to beneficially own the securities held by the Trust. Mr. Schoeneck disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

On May 31, 2024, the Reporting Person and the Issuer entered into an inducement offer letter agreement (the "Inducement Agreement") providing for the immediate exercise of some or all of certain Series B warrants and Series C warrants, at an initial exercise price of $0.60, previously purchased in the Issuer's public offering which closed on April 18, 2024 (the "Offering"), at a reduced exercise price of $0.20 (the "Exercise"). Pursuant to the Inducement Agreement, the Issuer also issued Series D common stock purchase warrants ("New Series D Warrants") in consideration for the Exercise. The Offering closed on June 3, 2024.

Represents Series D warrants to purchase up to an aggregate of 548,000 shares of common stock at an exercise price of $0.30 per share (the "Series D Warrants") pursuant to the Inducement Agreement. The Series D Warrants will be initially exercisable upon receipt of stockholder approval as may be required by the rules of the NYSE American and will have a term of 66 months from the Issuance Date. The Series D Warrants were acquired in a transaction exempt under Rule 16b-3 and at the same offering terms as other investors in the Offering.

These securities are held by James & Cynthia Schoeneck Family Trust (the "Trust"). Mr. Schoeneck is a trustee of the Trust, and may be deemed to beneficially own the securities held by the Trust. Mr. Schoeneck disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

On May 31, 2024, the Reporting Person and the Issuer entered into an inducement offer letter agreement (the "Inducement Agreement") providing for the immediate exercise of some or all of certain Series B warrants and Series C warrants, at an initial exercise price of $0.60, previously purchased in the Issuer's public offering which closed on April 18, 2024 (the "Offering"), at a reduced exercise price of $0.20 (the "Exercise"). Pursuant to the Inducement Agreement, the Issuer also issued Series D common stock purchase warrants ("New Series D Warrants") in consideration for the Exercise. The Offering closed on June 3, 2024.

Represents the exercise of 173,000 Series B warrants for 173,000 Series B Units, consisting of an aggregate of (i) 173,000 shares of common stock and (ii) Series B-1 Warrants to purchase up to an aggregate of 173,000 shares of common stock. The Series B Warrants are exercisable immediately upon issuance and will expire twelve months from April 18, 2024.

These securities are held by James & Cynthia Schoeneck Family Trust (the "Trust"). Mr. Schoeneck is a trustee of the Trust, and may be deemed to beneficially own the securities held by the Trust. Mr. Schoeneck disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

On May 31, 2024, the Reporting Person and the Issuer entered into an inducement offer letter agreement (the "Inducement Agreement") providing for the immediate exercise of some or all of certain Series B warrants and Series C warrants, at an initial exercise price of $0.60, previously purchased in the Issuer's public offering which closed on April 18, 2024 (the "Offering"), at a reduced exercise price of $0.20 (the "Exercise"). Pursuant to the Inducement Agreement, the Issuer also issued Series D common stock purchase warrants ("New Series D Warrants") in consideration for the Exercise. The Offering closed on June 3, 2024.

Represents the exercise of 173,000 Series B warrants for 173,000 Series B Units, consisting of an aggregate of (i) 173,000 shares of common stock and (ii) Series B-1 Warrants to purchase up to an aggregate of 173,000 shares of common stock. The Series B Warrants are exercisable immediately upon issuance and will expire twelve months from April 18, 2024.

These securities are held by James & Cynthia Schoeneck Family Trust (the "Trust"). Mr. Schoeneck is a trustee of the Trust, and may be deemed to beneficially own the securities held by the Trust. Mr. Schoeneck disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

On May 31, 2024, the Reporting Person and the Issuer entered into an inducement offer letter agreement (the "Inducement Agreement") providing for the immediate exercise of some or all of certain Series B warrants and Series C warrants, at an initial exercise price of $0.60, previously purchased in the Issuer's public offering which closed on April 18, 2024 (the "Offering"), at a reduced exercise price of $0.20 (the "Exercise"). Pursuant to the Inducement Agreement, the Issuer also issued Series D common stock purchase warrants ("New Series D Warrants") in consideration for the Exercise. The Offering closed on June 3, 2024.

Represents the exercise of 375,000 Series C warrants for 375,000 Series C Units, consisting of an aggregate of (i) 375,000 shares of common stock and (ii) Series C-1 Warrants to purchase up to an aggregate of 375,000 shares of common stock. The Series C Warrants are exercisable immediately upon issuance and will expire four months from April 18, 2024.

The Series C-1 Warrants are exercisable immediately upon issuance and are exercisable for a term of 5 years from the Issuance Date at a reduced exercise price of $0.20.

These securities are held by James & Cynthia Schoeneck Family Trust (the "Trust"). Mr. Schoeneck is a trustee of the Trust, and may be deemed to beneficially own the securities held by the Trust. Mr. Schoeneck disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

On May 31, 2024, the Reporting Person and the Issuer entered into an inducement offer letter agreement (the "Inducement Agreement") providing for the immediate exercise of some or all of certain Series B warrants and Series C warrants, at an initial exercise price of $0.60, previously purchased in the Issuer's public offering which closed on April 18, 2024 (the "Offering"), at a reduced exercise price of $0.20 (the "Exercise"). Pursuant to the Inducement Agreement, the Issuer also issued Series D common stock purchase warrants ("New Series D Warrants") in consideration for the Exercise. The Offering closed on June 3, 2024.

Represents the exercise of 173,000 Series B warrants for 173,000 Series B Units, consisting of an aggregate of (i) 173,000 shares of common stock and (ii) Series B-1 Warrants to purchase up to an aggregate of 173,000 shares of common stock. The Series B Warrants are exercisable immediately upon issuance and will expire twelve months from April 18, 2024.

The Series B-1 Warrants are exercisable immediately upon issuance and are exercisable for a term of 5 years from June 3, 2024 (the "Issuance Date") at a reduced exercise price of $0.20.

These securities are held by James & Cynthia Schoeneck Family Trust (the "Trust"). Mr. Schoeneck is a trustee of the Trust, and may be deemed to beneficially own the securities held by the Trust. Mr. Schoeneck disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

On May 31, 2024, the Reporting Person and the Issuer entered into an inducement offer letter agreement (the "Inducement Agreement") providing for the immediate exercise of some or all of certain Series B warrants and Series C warrants, at an initial exercise price of $0.60, previously purchased in the Issuer's public offering which closed on April 18, 2024 (the "Offering"), at a reduced exercise price of $0.20 (the "Exercise"). Pursuant to the Inducement Agreement, the Issuer also issued Series D common stock purchase warrants ("New Series D Warrants") in consideration for the Exercise. The Offering closed on June 3, 2024.

Represents the exercise of 375,000 Series C warrants for 375,000 Series C Units, consisting of an aggregate of (i) 375,000 shares of common stock and (ii) Series C-1 Warrants to purchase up to an aggregate of 375,000 shares of common stock. The Series C Warrants are exercisable immediately upon issuance and will expire four months from April 18, 2024.

The Series C-1 Warrants are exercisable immediately upon issuance and are exercisable for a term of 5 years from the Issuance Date at a reduced exercise price of $0.20.

These securities are held by James & Cynthia Schoeneck Family Trust (the "Trust"). Mr. Schoeneck is a trustee of the Trust, and may be deemed to beneficially own the securities held by the Trust. Mr. Schoeneck disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Represents 375,000 shares of common stock acquired by the Reporting Person at the public offering price of $0.40 per Common Stock Unit, each consisting of: (i) one share of common stock, (ii) one Series A warrant, (iii) one Series B warrant, and (iv) one Series C warrant, for a total purchase price of $150,000, in connection with the Issuer's public offering which closed on April 18, 2024 (the "Offering"). The Units were acquired in a transaction exempt under Rule 16b-3 and at the same offering terms as other investors in the Offering.

Represents 375,000 Series B warrants to purchase 375,000 Series B Unit (the "Series B Warrants"), at an exercise price of $0.60 per Series B Unit, with each Series B Unit consisting of (i) one share of the common stock and (ii) one Series B-1 Warrant to purchase one share of common stock, at an exercise price of $0.60. The Series B-1 Warrants will only be issued upon exercise of the Series B Warrants, and will expire five years from the date of such issuance. The Series B Warrants are exercisable immediately upon issuance and will expire twelve months from April 18, 2024, the date of issuance of the Series B Warrants.

These securities are held by James & Cynthia Schoeneck Family Trust (the "Trust"). Mr. Schoeneck is a trustee of the Trust, and may be deemed to beneficially own the securities held by the Trust. Mr. Schoeneck disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.