Calidi Biotherapeutics Files 8-K for Bylaw Amendments & Financials

TL;DR

Calidi Biotherapeutics (CLDI) filed an 8-K for bylaw changes and financials. Nothing major, but check the details.

AI Summary

Calidi Biotherapeutics, Inc. filed an 8-K on February 28, 2024, reporting amendments to its articles of incorporation or bylaws and financial statements. The company, formerly known as First Light Acquisition Group, Inc., is incorporated in Delaware and operates in the biological products sector. Its principal executive offices are located in San Diego, California.

Why It Matters

This filing provides updates on Calidi Biotherapeutics' corporate structure and financial reporting, which are crucial for investors to understand the company's operational and legal standing.

Risk Assessment

Risk Level: low — This is a routine filing for corporate updates and financial statements, not indicating any immediate operational or financial distress.

Key Players & Entities

• Calidi Biotherapeutics, Inc. (company) — Registrant
• First Light Acquisition Group, Inc. (company) — Former company name
• February 28, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• San Diego, California (location) — Business address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share CLDI NYSE American LLC
• $11.50 — of common stock at an exercise price of $11.50 per share CLDIWS NYSE American LLC

Filing Documents

• form8-k.htm (8-K) — 48KB
• ex3-1.htm (EX-3.1) — 5KB
• 0001493152-24-008601.txt ( ) — 276KB
• cldi-20240228.xsd (EX-101.SCH) — 4KB
• cldi-20240228_def.xml (EX-101.DEF) — 27KB
• cldi-20240228_lab.xml (EX-101.LAB) — 37KB
• cldi-20240228_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 Calidi Biotherapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40789 86-2967193 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 4475 Executive Dr. , Suite 200 , San Diego , CA 92121 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (858) 794-9600 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Title of each class Trading Symbol Name of each exchange on which registered Common stock, par value $0.0001 per share CLDI NYSE American LLC Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share CLDIWS NYSE American LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 28, 2024, the Board of Directors (the "Board") of Calidi Biotherapeutics, Inc. (the "Company") approved and adopted an amendment to the amended and restated bylaws (the "Bylaws"), which became effective the same day. Article II, Section 2.8 of the Bylaws was amended to modify the quorum required for the transaction of business at a meeting of stockholders of the Company to provide that the holders of one-third (1/3) in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, will constitute a quorum for the transaction of business at such meeting, except as otherwise provided by applicable law, the Certificate of Incorporation or the Bylaws. Prior to this amendment, the presence, in person or by proxy, of holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting constituted a quorum for the transaction of business at such meeting. The change to the quorum requirement for stockholder meetings was made to improve the Company's ability to hold stockholder meetings when called. The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amendment to Amended and Restated Bylaws 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Calidi Biotherapeutics, Inc. Dated: March 1, 2024 By: /s/ Andrew Jackson Name: Andrew Jackson Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR