Calidi Biotherapeutics Signs Material Definitive Agreement

TL;DR

Calidi Biotherapeutics just signed a big deal, filing an 8-K on April 14th.

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, CA.

Why It Matters

This filing indicates a significant new contract or partnership for Calidi Biotherapeutics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, making the company's future performance uncertain until more details are disclosed.

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, CA (location) — Business Address

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common stock, par value $0.0001 per share CLDI NYSE American LLC
• $0.40 — an effective combined purchase price of $0.40 per Common Stock Unit or PFW Unit for a
• $6.077 million — gregate gross proceeds of approximately $6.077 million before deducting placement agent fees a
• $0.60 — will have an initial exercise price of $0.60 per share. The Series A Warrants, Serie
• $0.001 — on stock at a nominal exercise price of $0.001 per share of common stock, which were p
• $1,500,000 — an investor in the aggregate amount of $1,500,000 which states that if the holder thereof
• $100,000 — missory note in the principal amount of $100,000, will be paid off upon the closing of t
• $125,000 — t-of-pocket expenses in an amount up to $125,000. Further, we issued to the Placement Ag
• $0.66 — the Offering) with an exercise price of $0.66 per share (representing 165% of the pub
• $6.1 million — ess release announcing the closing of a $6.1 million public offering. The full text of the p
• $6.1 Million — therapeutics, Inc. Announces Closing of $6.1 Million Public Offering 104 Cover Page Inte

Filing Documents

• form8-k.htm (8-K) — 60KB
• ex4-13.htm (EX-4.13) — 48KB
• ex99-1.htm (EX-99.1) — 13KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001493152-24-015390.txt ( ) — 356KB
• 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 Drive , Suite 200 , San Diego , California 92121 (Address of principal executive offices) (Zip Code) (858) 794-9600 (Registrant's telephone number, including area code) N/A (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(s) Name of Each Exchange on Which Registered Common stock, par value $0.0001 per share CLDI NYSE American LLC Warrants, each whole warrant exercisable for one share of common stock CLDI WS 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 April 16, 2024, Calidi Biotherapeutics, Inc. ("we," "our," or the "Company") agreed to sell in a public offering an aggregate of 13,232,500 Common Stock Units and 1,965,000 Pre-Funded Warrant Units ("PFW Units") at an effective combined purchase price of $0.40 per Common Stock Unit or PFW Unit for aggregate gross proceeds of approximately $6.077 million before deducting placement agent fees and offering expenses payable by the Company (the "Offering"). Each Common Stock Unit consists of: (i) one share of our voting common stock ("common stock" or "Common Stock"), (ii) a Series A warrant to purchase one share of our common stock (the "Series A Warrant"), (iii) a Series B warrant to purchase one Series B Unit (the "Series B Warrant"), with each Series B Unit consisting of (a) one share of our common stock and (b) a Series B-1 Warrant to purchase one share of our common stock (the "Series B-1 Warrant"), and (iv) a Series C warrant to purchase one Series C Unit (the "Series C Warrant"), with each Series C Unit consisting of (a) one share of our common stock and (b) a Series C-1 Warrant to purchase one share of our common stock ("Series C-1 Warrant," and together with the Series A Warrant, Series B Warrant, Series B-1 Warrant and Series C Warrant, the "Common Warrants"). The Series A Warrants, Series B Warrants, Series B-1 Warrants, the Series C Warrants and the Series C-1 Warrants will have an initial exercise price of $0.60 per share. The Series A Warrants, Series B Warrants and Series C Warrants are exercisable immediately. The Series A Warrants will expire five years from issuance; the Series B Warrants will expire twelve months issuance; the Series B-1 Warrants will only be issued upon exercise of the Series B Warrants and will be expire five years from the date of issuance; the Series C Warrants will expire four months from issuance; and the Series C-1 Warrants will only be issued upon exercise of the Series C Warrants and will expire five years from the date of issuance. Each PFW Unit consists of: (i) a pre-funded warrant to purchase one share of our common stock (the "Pre-Funded Warrants," together with the Common Stock and Common Warrants, the "Securities"), (ii) a Series A Warrant, (iii) a Series B Warrant and (iv) a Series C Warrant. The Common Warrants included in the PFW Units are identical to the Common Warrants included in the Common Stock Units. Each Pre-Funded Warrant is exercisable for one share of common stock at a nominal exercise price of $0.001 per share of common stock, which were pre-funded to us on or prior to the initial exercise date, and no additional consideration other than the nominal exercise price will be required to be paid by the holder to effect any exercise of the Pre-Funded Warrants. The purchase price per PFW Unit is equal

View Full Filing

View this 8-K filing on SEC EDGAR