Calidi Biotherapeutics Files 8-K on Shareholder Votes and Exhibits

TL;DR

Calidi Biotherapeutics (CLDI) filed an 8-K on June 6th covering shareholder votes and financial exhibits.

AI Summary

Calidi Biotherapeutics, Inc. filed an 8-K on June 12, 2024, reporting on matters submitted to a vote of security holders and financial statements/exhibits as of June 6, 2024. The company, formerly known as First Light Acquisition Group, Inc. until April 6, 2021, is based in San Diego, California.

Why It Matters

This filing provides an update on corporate actions and financial reporting, which can be crucial for investors to understand the company's governance and financial health.

Risk Assessment

Risk Level: low — This is a routine filing reporting on corporate actions 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
• June 6, 2024 (date) — Earliest event reported date
• June 12, 2024 (date) — Filing date
• 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
• $0.40 — , the issuance of Common Stock Units at $0.40 per Common Stock Unit with each Common
• $1.0 million — in connection with the conversion of a $1.0 million Convertible Note dated January 26, 2024
• $1.0 million — utstanding shares of Common Stock (the "$1.0 million Convertible Note Proposal"). FOR AG
• $2.0 million — in connection with the conversion of a $2.0 million convertible note, as amended, issued pu
• $25.0 m — oting Common Stock in connection with a $25.0 million, with the right to increase to $5
• $50.0 m — million, with the right to increase to $50.0 million, Standby Equity Purchase Agreemen

Filing Documents

• form8-k.htm (8-K) — 76KB
• 0001493152-24-023520.txt ( ) — 294KB
• cldi-20240606.xsd (EX-101.SCH) — 4KB
• cldi-20240606_def.xml (EX-101.DEF) — 26KB
• cldi-20240606_lab.xml (EX-101.LAB) — 36KB
• cldi-20240606_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 6, 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 5.07 Submission of Matters to a Vote of Security Holders. On June 6, 2024, Calidi Biotherapeutics, Inc., (the "Company") held a Special Meeting of Stockholders (the "Special Meeting"). As of the record date of April 26, 2024, there were 48,959,284 shares of Common Stock issued and outstanding and entitled to vote. At the Special Meeting, 29,889,960 shares of Common Stock, representing approximately 61.05% of the total number of shares of Common Stock entitled to vote, were represented in person or by proxy, constituting a quorum. Set forth below are the voting results from the proposals presented for a stockholder vote at the Special Meeting, each of which received a sufficient number of votes to pass. 1. To approve an amendment to our Second Amended and Restated Certificate of Incorporation, in substantially the form attached to the Proxy stock split with respect to the Company's issued and outstanding Common Stock, par value $0.0001 per share, which consists of Voting Common Stock and Non-Voting Common Stock, at a ratio between 1-for-10 and 1-for-50 (the "Range"), with the ratio within such Range to be determined at the discretion of the Board (the "Reverse Stock Split Proposal") and included in a public announcement. FOR AGAINST ABSTAIN BROKER NON-VOTE 29,538,106 167,622 184,232 - 2. To approve for purposes of complying with NYSE American Rule 713(a), the issuance of Common Stock Units at $0.40 per Common Stock Unit with each Common Stock Unit consisting of: (i) one share of our voting common stock, (ii) a Series A Warrant to purchase one share of our common stock, (iii) a Series B warrant to purchase one Series B Unit 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, and (iv) a Series C warrant to purchase one Series C Unit 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 in connection with the conversion of a $1.0 million Convertible Note dated January 26, 2024, which will result in potential issuances of securities of over 20% of the issued and outstanding shares of Common Stock (the "$1.0 million Convertible Note Proposal"). FOR AGAINST ABSTAIN BROKER NON-VOTE 20,883,650 167,818 23,567 8,814,925 3. To approve for purposes of complying with NYSE American Rule 713(a), the issuance of Common Stock Units at $0.40 per Common Stock Unit with each Common Stock Unit consisting of: (i) one share of our voting common stock, (ii) a Series A warrant to purchase one share of our common stock, (iii) a Series B warrant to purchase one Series B Unit with each Series B Unit consisting of (a) one share of our common stock and (b) a Series B-1 Warrant to

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