Calidi Biotherapeutics Files 8-K: Agreement Termination & New Obligations

TL;DR

Calidi terminated a deal, took on new debt, and sold stock. Big changes ahead.

AI Summary

Calidi Biotherapeutics, Inc. announced on March 8, 2024, the termination of a material definitive agreement and entered into a new direct financial obligation. The company also reported unregistered sales of equity securities. These events are detailed in their Form 8-K filing.

Why It Matters

This filing indicates significant changes in Calidi Biotherapeutics' contractual and financial standing, potentially impacting its operational and funding strategies.

Risk Assessment

Risk Level: medium — The termination of a material agreement and the creation of new financial obligations suggest potential financial strain or strategic shifts that could introduce risk.

Key Numbers

• 20240308 — Date of earliest event (Reported date for the events in the 8-K)
• 11.50 — Exercise Price (Exercise price for redeemable warrants)

Key Players & Entities

• Calidi Biotherapeutics, Inc. (company) — Filer of the 8-K report
• First Light Acquisition Group, Inc. (company) — Former name of Calidi Biotherapeutics, Inc.
• 0001493152-24-009678 (document_id) — Accession number for the filing

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
• $2.0 million — Agreement, (i) the investor purchased a $2.0 million convertible note from the Company for c
• $1.5 million — i) the Company issued to the investor a $1.5 million convertible note in consideration for t
• $8 million — y completes a financing (i) of at least $8 million in an offering registered with the Secu
• $2 million — ission (the "SEC"); or (ii) of at least $2 million with a non-affiliated purchaser at an e
• $2,000,000 — Form of Convertible Promissory Note ($2,000,000) 10.3 Form of Convertible Promissor
• $1,500,000 — Form of Convertible Promissory Note ($1,500,000) 10.4 Form of Amendment to Converti

Filing Documents

• form8-k.htm (8-K) — 56KB
• ex10-1.htm (EX-10.1) — 68KB
• ex10-2.htm (EX-10.2) — 97KB
• ex10-3.htm (EX-10.3) — 100KB
• ex10-4.htm (EX-10.4) — 12KB
• ex10-4_001.jpg (GRAPHIC) — 24KB
• 0001493152-24-009678.txt ( ) — 641KB
• cldi-20240308.xsd (EX-101.SCH) — 4KB
• cldi-20240308_def.xml (EX-101.DEF) — 26KB
• cldi-20240308_lab.xml (EX-101.LAB) — 36KB
• cldi-20240308_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): March 8, 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 1.01 Entry into a Material Definitive Agreement. On March 8, 2024, Calidi Biotherapeutics, Inc. (the "Company," "we" or "our") entered into a settlement agreement (the "Settlement Agreement") with an investor who previously entered into a series of related agreements including (i) an agreement with Calidi Cure, LLC, an affiliate of the Company, in connection with an equity financing to fund the purchase of Series B Convertible Preferred Stock of Calidi Biotherapeutics (Nevada), Inc. (formerly Calidi Biotherapeutics, Inc.), a Nevada corporation and our wholly-owned subsidiary ("Calidi"); (ii) a Non-Redemption Agreement with the Company; (iii) an OTC Equity Prepaid Forward Purchase Agreement with the Company; and (iv) a Subscription Agreement with the Company (items (i) through (iv) collectively "the Supplemental Funding Agreements") for the purpose of satisfying the "Minimum Cash Condition" required under the Business Combination agreement between First Light Acquisition Group, Inc., and Calidi, among others, which was consummated on September 12, 2023. Pursuant to the Settlement Agreement, (i) the investor purchased a $2.0 million convertible note from the Company for cash and (ii) the Company issued to the investor a $1.5 million convertible note in consideration for the settlement of all claims related to the Supplemental Funding Agreements. The $2.0 million convertible note and $1.5 million convertible note are collectively herein referred to as the "Convertible Notes". The Settlement Agreement also includes a mutual release of all claims by both parties. The Convertible Notes bear semiannual interest at 10.0% per annum and each mature on March 8, 2028, unless due earlier due to an event of a default. After the earlier of 180 days or the effective date of a registration statement registering the Company's common stock underlying the Convertible Notes, the Company may prepay the Convertible Notes, including any interest earned thereon, without penalty. The Convertible Notes also provide the investor a right to convert in whole or in part, the Principal Amount (as defined in the Convertible Notes) and accrued interest into shares of our common stock at an initial note conversion price equal to 94% of the 10-day VWAP ending the business day preceding execution of the Convertible Notes subject to a reset note conversion price equal to 94% of 10-day VWAP ending on the thirtieth (30th) day after the effective date of the registration statement registering the common stock underlying the Convertible Notes. In the event the Company completes a financing (i) of at least $8 million in an offering registered with the Securities and Exchange Commission (the "SEC"); or (ii) of at least $2 million with a non-affiliated purchaser at an effective price of at least 150% of the i

View Full Filing

View this 8-K filing on SEC EDGAR