Calidi Biotherapeutics Enters Material Definitive Agreement

TL;DR

Calidi Biotherapeutics just signed a big deal, filing an 8-K on it.

AI Summary

On April 14, 2024, Calidi Biotherapeutics, Inc. entered into a material definitive agreement. The company, formerly known as First Light Acquisition Group, Inc. until April 6, 2021, is incorporated in Delaware and headquartered in San Diego, California.

Why It Matters

This filing indicates a significant new agreement for Calidi Biotherapeutics, which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Calidi Biotherapeutics, Inc. (company) — Registrant
• First Light Acquisition Group, Inc. (company) — Former company name
• April 14, 2024 (date) — Date of earliest event reported
• April 6, 2021 (date) — Date of name change
• 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
• $1.5 million — ch the Company issued to the investor a $1.5 million convertible note, as amended (the "Note
• $1,500,000 — Description 10.1 Third Amendment to $1,500,000 Convertible Note (incorporated by refer

Filing Documents

• form8-k.htm (8-K) — 46KB
• 0001493152-24-015220.txt ( ) — 263KB
• cldi-20240414.xsd (EX-101.SCH) — 4KB
• cldi-20240414_def.xml (EX-101.DEF) — 26KB
• cldi-20240414_lab.xml (EX-101.LAB) — 36KB
• cldi-20240414_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): April 14, 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. As previously disclosed, on March 8, 2024, Calidi Biotherapeutics, Inc. (the "Company," "we" or "our") entered into a settlement agreement (the "Settlement Agreement") with an investor, pursuant to which the Company issued to the investor a $1.5 million convertible note, as amended (the "Note") in settlement of an unasserted claim. On April 14, 2024, the Company amended the Note to provide that if the holder thereof participates in a registered public offering, under the same terms and conditions as other investors, in the amount equal to the principal amount of the Note, the proceeds from the sale of securities to the promissory noteholder would be used to pay off the Note. The foregoing description of the Amendment does not purport to be complete and is qualified in their entirety by reference to the full text of the Amendment, which was previously filed as Exhibit 10.51 to the registration statement on Form S-1, as amended (File No. 333-276741). Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Third Amendment to $1,500,000 Convertible Note (incorporated by reference to Exhibit 10.51 to Amendment No. 5 to Form S-1 filed on April 15, 2024). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Certain information contained in this exhibit has been omitted because it is both (i) not material and (ii) is the type that the Company treats as private or confidential. 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: April 18, 2024 By: /s/ Wendy Pizarro Name: Wendy Pizarro Title: Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR