Calidi Biotherapeutics Files 8-K with Material Agreements

TL;DR

Calidi Biotherapeutics (CLDI) filed an 8-K on June 3rd detailing material agreements and equity sales.

AI Summary

Calidi Biotherapeutics, Inc. entered into a material definitive agreement on June 3, 2024. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. This filing follows a name change from First Light Acquisition Group, Inc. on April 6, 2021.

Why It Matters

This 8-K filing indicates significant corporate activity, including new agreements and equity transactions, which could impact the company's financial position and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Numbers

• 001-40789 — SEC File Number (Identifies the company's filing with the SEC)
• 86-2967193 — IRS Number (Company's Employer Identification Number)

Key Players & Entities

• Calidi Biotherapeutics, Inc. (company) — Registrant
• First Light Acquisition Group, Inc. (company) — Former Company Name
• June 3, 2024 (date) — Date of earliest event reported
• April 6, 2021 (date) — Date of name change

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
• $0.30 — common stock, with an exercise price of $0.30 per share, initially exercisable upon r
• $0.375 — e PA Warrants have an exercise price of $0.375 per share and a term of 5 years from th

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex4-1.htm (EX-4.1) — 128KB
• 0001493152-24-022572.txt ( ) — 423KB
• cldi-20240603.xsd (EX-101.SCH) — 4KB
• cldi-20240603_def.xml (EX-101.DEF) — 26KB
• cldi-20240603_lab.xml (EX-101.LAB) — 36KB
• cldi-20240603_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): June 3, 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, Calidi Biotherapeutics, Inc., ("we," "our," or the "Company") entered into an inducement offer letter agreement, dated May 31, 2024 (the "Inducement Letter") with 9 holders (each, a "Holder") of our existing Series B unit purchase warrants ("Series B Warrants") and Series C unit purchase warrants ("Series C Warrants" and together with the Series B Warrants, the "Existing Warrants"). Pursuant to the Inducement Letter, in consideration for the immediate exercise of some or all of the Existing Warrants for cash, the Company agreed to issue unregistered new Series D common stock purchase warrants ("New Series D Warrants") to purchase up to 10,698,000 shares of common stock, with an exercise price of $0.30 per share, initially exercisable upon receipt of stockholder approvals as may be required by the rules of the NYSE American and will have a term of 66 months from the issuance date. We engaged Ladenburg Thalmann & Co, Inc. ("Ladenburg") to provide exclusive financial services in connection with the transactions summarized above. We agreed (i) to pay Ladenburg a fee equal to 8.0% of the aggregate gross proceeds received from the holder's exercise of their Existing Warrants, (ii) to reimburse Ladenburg for its accountable legal expenses in connection with the exercise of the Existing Warrants and the issuance of the New Series D Warrants, (iii) to pay Ladenburg a management fee of 1% of the aggregate gross proceeds received from the holder's exercise of their Existing Warrants, and (iv) to issue to Ladenburg or its designees, warrants to purchase up to 534,900 shares of common stock, or 5.0% of the aggregate number of shares of Common Stock underlying the New Series D Warrants (the "PA Warrants"). The PA Warrants have the same terms as the New Series D Warrants, except that the PA Warrants have an exercise price of $0.375 per share and a term of 5 years from the issuance date. The transactions described above closed on June 3, 2024. We expect to use the net proceeds from these transactions to advance our clinical and pre-clinical programs and for continuing operating expenses and working capital. The forms of the New Series D Warrants and Inducement Letter were previously filed as Exhibits 4.1 and 10.1, respectively, to our Current Report on Form 8-K filed on May 31, 2024, and incorporated herein by reference. The form of the PA Warrants is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the terms of the New Series D Warrants, Inducement Letter and PA Warrants are not intended to be complete and are qualified in its entirety by reference to such exhibits. The Inducement Letter contains customary representations, warrant

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