Calidi Biotherapeutics Files 8-K for Equity Sales

TL;DR

Calidi Biotherapeutics is selling more stock, watch for dilution.

AI Summary

On October 23, 2024, Calidi Biotherapeutics, Inc. entered into a material definitive agreement related to unregistered sales of equity securities. The company, formerly known as First Light Acquisition Group, Inc., is incorporated in Delaware and headquartered in San Diego, CA.

Why It Matters

This filing indicates Calidi Biotherapeutics is engaging in equity transactions, which could impact its capital structure and stock dilution.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can signal potential dilution or financing needs, which may affect shareholder value.

Key Players & Entities

• Calidi Biotherapeutics, Inc. (company) — Registrant
• First Light Acquisition Group, Inc. (company) — Former company name
• October 23, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• San Diego, CA (location) — Business address city and state

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common stock, par value $0.0001 per share CLDI NYSE American LLC
• $1.00 — "Common Stock"), at a purchase price of $1.00 per Share, and (ii) in a concurrent pri
• $1.13 — cise date and have an exercise price of $1.13 per share of Common Stock, and the Seri
• $2,050,000, b — rom the Transactions were approximately $2,050,000, before deducting placement agent fees and
• $1 — at an exercise price per share equal to $1.25, which is equal to 125% of the offer

Filing Documents

• form8-k.htm (8-K) — 63KB
• ex4-1.htm (EX-4.1) — 111KB
• ex4-2.htm (EX-4.2) — 111KB
• ex4-3.htm (EX-4.3) — 108KB
• ex5-1.htm (EX-5.1) — 12KB
• ex10-1.htm (EX-10.1) — 276KB
• ex10-2.htm (EX-10.2) — 111KB
• ex99-1.htm (EX-99.1) — 16KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• ex99-1_001.jpg (GRAPHIC) — 10KB
• 0001493152-24-042406.txt ( ) — 1221KB
• cldi-20241023.xsd (EX-101.SCH) — 4KB
• cldi-20241023_def.xml (EX-101.DEF) — 29KB
• cldi-20241023_lab.xml (EX-101.LAB) — 36KB
• cldi-20241023_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 6KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Series E Common Warrant . 4.2 Form of Series F Common Warrant . 4.3 Form of Placement Agent Warrant. 5.1 Opinion of Sichenzia Ross Ference Carmel LLP. 10.1 Form of the Securities Purchase Agreement. 10.2 Form of Placement Agency Agreement. 23.1 Consent of Sichenzia Ross Ference Carmel, LLP (contained in Exhibit 5.1) 99.1 Pricing Press Release dated October 23, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). -3-

SIGNATURES

SIGNATURES 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: October 24, 2024 By: /s/ Andrew Jackson Name: Andrew Jackson Title: Chief Financial Officer -4-

View Full Filing

View this 8-K filing on SEC EDGAR