UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
(Amendment
No. )*
Calidi
Biotherapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001
par value
(Title of Class of Securities)
320703309
(CUSIP Number)
September 4, 2024
(Date of Event
which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
| * | The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| CUSIP No. 320703309 |
|
13G |
|
Page 2 of 8 Pages |
| 1. |
NAMES OF REPORTING PERSONS
|
|
Funicular Funds, LP
|
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) ☐
(b) ☐ |
| 3. |
SEC USE ONLY
|
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE VOTING POWER
|
| 897,241 (1)(2) |
| 6. |
SHARED VOTING POWER
|
| -0- |
| 7. |
SOLE DISPOSITIVE POWER
|
| 897,241 (1)(2) |
| 8. |
SHARED DISPOSITIVE POWER
|
| -0- |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 897,241 (1)(2) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
9.99% (1)(2)
|
| 12. |
TYPE OF REPORTING PERSON (see instructions)
|
| PN |
| (1) | The reporting person’s beneficial ownership consists of (a) one
share of common stock and (b) a convertible promissory note that became convertible at the option of the holder on September 4, 2024 (the
“Note”). |
| (2) | The Note includes a provision limiting the holder’s ability to convert the Note if such conversion would cause
the holder to beneficially own greater than 9.99% of the issuer. The foregoing calculation is based upon 8,084,153 shares of common stock
outstanding as reported by the issuer on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2024. |
| CUSIP No. 320703309 |
|
13G |
|
Page 3 of 8 Pages |
| 1. |
NAMES OF REPORTING PERSONS
|
|
Cable Car Capital LLC (3)
|
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) ☐
(b) ☐ |
| 3. |
SEC USE ONLY
|
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
| California |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE VOTING POWER
|
| 897,241 (1)(2) |
| 6. |
SHARED VOTING POWER
|
| -0- |
| 7. |
SOLE DISPOSITIVE POWER
|
| 897,241 (1)(2) |
| 8. |
SHARED DISPOSITIVE POWER
|
| -0- |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 897,241 (1)(2) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
9.99% (1)(2)
|
| 12. |
TYPE OF REPORTING PERSON (see instructions)
|
| IA, PN |
| (1) | The reporting person’s beneficial ownership consists of (a) one share of common stock and (b) a convertible
promissory note that became convertible at the option of the holder on September 4, 2024 (the “Note”). |
| (2) | The Note includes a provision limiting the holder’s ability to
convert the Note if such conversion would cause the holder to beneficially own greater than 9.99% of the issuer. The foregoing calculation
is based upon 8,084,153 shares of common stock outstanding as reported by the issuer on Form 10-Q filed with the Securities and Exchange
Commission on August 13, 2024. |
| (3) | Cable Car Capital LLC, as the General Partner
of Funicular Funds, LP, and Jacob Ma-Weaver, as the Managing Member of Cable Car Capital LLC, may each be deemed the beneficial owner
of the shares held by Funicular Funds, LP.
|
| CUSIP No. 320703309 |
|
13G |
|
Page 4 of 8 Pages |
| 1. |
NAMES OF REPORTING PERSONS
|
|
Jacob Ma-Weaver (3)
|
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) ☐
(b) ☐ |
| 3. |
SEC USE ONLY
|
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
| United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH: |
5. |
SOLE VOTING POWER
|
| 897,241 (1)(2) |
| 6. |
SHARED VOTING POWER
|
| -0- |
| 7. |
SOLE DISPOSITIVE POWER
|
| 897,241 (1)(2) |
| 8. |
SHARED DISPOSITIVE POWER
|
| -0- |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 897,241 (1)(2) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
9.99% (1)(2)
|
| 12. |
TYPE OF REPORTING PERSON (see instructions)
|
| IN |
| (1) | The reporting person’s beneficial ownership consists of (a) one share of common stock and (b) a convertible promissory note that became convertible at the option of the holder on September 4, 2024 (the “Note”). |
| (2) | The Note includes a provision limiting the holder’s ability to
convert the Note if such conversion would cause the holder to beneficially own greater than 9.99% of the issuer. The foregoing calculation
is based upon 8,084,153 shares of common stock outstanding as reported by the issuer on Form 10-Q filed with the Securities and Exchange
Commission on August 13, 2024. |
| (3) | Cable Car Capital LLC, as the General Partner of Funicular Funds, LP,
and Jacob Ma-Weaver, as the Managing Member of Cable Car Capital LLC, may each be deemed the beneficial owner of the shares held by Funicular
Funds, LP. |
| CUSIP No. 320703309 |
|
13G |
|
Page 5 of 8 Pages |
Item
1.
Calidi Biotherapeutics, Inc.
| b. | Address of Issuer’s Principal Executive Offices |
4475 Executive Drive, Suite 200, San Diego, CA 92121
Item
2.
| (a) | Name of Persons Filing |
Funicular Funds, LP
Cable Car Capital LLC
Jacob Ma-Weaver
| (b) | Address of the Principal Office or, if none, residence |
601 California Street, #1151, San Francisco,
CA 94108
Funicular Funds, LP – Delaware
Cable Car Capital LLC – California
Jacob Ma-Weaver – United States
| (d) | Title of Class of Securities |
Common Stock, $0.0001 par value
320703309
Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3); |
| (j) | ☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| CUSIP No. 320703309 |
|
13G |
|
Page 6 of 8 Pages |
Item 4. Ownership.
Provide the following information regarding the
aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
Funicular Funds, LP – 897,241
Cable Car Capital LLC – 897,241
Jacob Ma-Weaver – 897,241
Funicular Funds, LP – 9.99%
Cable Car Capital LLC – 9.99%
Jacob Ma-Weaver – 9.99%
| (c) | Number of shares as to which the person has: |
| i. | Sole power to vote or to direct the vote |
Funicular Funds, LP – 897,241
Cable Car Capital LLC – 897,241
Jacob Ma-Weaver – 897,241
| ii. | Shared power to vote or to direct the vote |
Funicular Funds, LP – 0
Cable Car Capital LLC – 0
Jacob Ma-Weaver – 0
| iii. | Sole power to dispose or to direct the disposition of |
Funicular Funds, LP – 897,241
Cable Car Capital LLC – 897,241
Jacob Ma-Weaver – 897,241
| iv. | Shared power to dispose or to direct the disposition of |
Funicular Funds, LP – 0
Cable Car Capital LLC – 0
Jacob Ma-Weaver – 0
| ** | See footnotes on cover pages which are incorporated by reference herein. |
| CUSIP No. 320703309 |
|
13G |
|
Page 7 of 8 Pages |
Item 5. Ownership of Five Percent or Less
of a Class.
If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following ☐.
Item 6. Ownership of More than Five Percent
on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of
Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete, and correct.
| Dated: September 11, 2024 |
|
|
| |
|
|
| |
FUNICULAR FUNDS, LP |
| |
|
| |
By: |
/s/ Jacob Ma-Weaver |
| |
|
Name: |
Jacob Ma-Weaver |
| |
|
Title: |
Managing Member of the General Partner |
| |
|
|
| |
CABLE CAR CAPITAL LLC |
| |
|
| |
By: |
/s/ Jacob Ma-Weaver |
| |
|
Name: |
Jacob Ma-Weaver |
| |
|
Title: |
Managing Member |
| |
|
|
| |
JACOB MA-WEAVER |
| |
|
| |
By: |
/s/ Jacob Ma-Weaver |
| |
|
Jacob Ma-Weaver |
| CUSIP No. 320703309 |
|
13G |
|
Page 8 of 8 Pages |
Exhibit A
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule
13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| Dated: September 11, 2024 |
|
|
| |
|
|
| |
FUNICULAR FUNDS, LP |
| |
|
| |
By: |
/s/ Jacob Ma-Weaver |
| |
|
Name: |
Jacob Ma-Weaver |
| |
|
Title: |
Managing Member of the General Partner |
| |
|
|
| |
CABLE CAR CAPITAL LLC |
| |
|
| |
By: |
/s/ Jacob Ma-Weaver |
| |
|
Name: |
Jacob Ma-Weaver |
| |
|
Title: |
Managing Member |
| |
|
|
| |
JACOB MA-WEAVER |
| |
|
| |
By: |
/s/ Jacob Ma-Weaver |
| |
|
Jacob Ma-Weaver |
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