Calidi Biotherapeutics, Inc. Files S-1/A Amendment

TL;DR

<b>Calidi Biotherapeutics, Inc. has filed an S-1/A amendment, updating its registration statement.</b>

AI Summary

Calidi Biotherapeutics, Inc. (CLDWW) filed a Amended IPO Registration (S-1/A) with the SEC on April 8, 2024. Calidi Biotherapeutics, Inc. filed an S-1/A amendment on April 8, 2024. The company was formerly known as First Light Acquisition Group, Inc. and changed its name on April 6, 2021. Calidi Biotherapeutics is incorporated in Delaware with its fiscal year ending December 31. The filing is related to the Securities Act of 1933. The company's business address is 4475 Executive Drive, Suite 200, San Diego, CA 92121.

Why It Matters

For investors and stakeholders tracking Calidi Biotherapeutics, Inc., this filing contains several important signals. This S-1/A filing indicates ongoing efforts by Calidi Biotherapeutics to update its registration statement, which could be related to capital raising or other corporate actions. The former name and name change date suggest a history of corporate restructuring or rebranding, which is important context for understanding the company's evolution.

Risk Assessment

Risk Level: — Calidi Biotherapeutics, Inc. shows moderate risk based on this filing. The filing is an S-1/A, which is an amendment to a registration statement, typically indicating ongoing regulatory processes rather than immediate financial performance or operational changes.

Analyst Insight

Monitor future filings for details on the purpose of the S-1/A amendment, such as potential stock offerings or business developments.

Key Players & Entities

• Calidi Biotherapeutics, Inc. (company) — Filer name
• First Light Acquisition Group, Inc. (company) — Former company name
• 20210406 (date) — Date of name change
• DE (jurisdiction) — State of incorporation
• 1231 (date) — Fiscal year end
• 1933 Act (regulation) — SEC Act
• 4475 Executive Drive, Suite 200, San Diego, CA 92121 (address) — Business address
• 858-794-9600 (phone) — Business phone

FAQ

Industry Context

Calidi Biotherapeutics operates in the biotechnology sector, focusing on biological products.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities.

What Investors Should Do

1. Review the full S-1/A filing for specific details regarding the amendment's purpose.
2. Track future SEC filings from Calidi Biotherapeutics for updates on their business and financial activities.
3. Research the company's historical filings to understand its corporate evolution, including the name change.

Key Dates

• 2024-04-08: Filing Date — Filing of S-1/A amendment
• 2021-04-06: Name Change — Date Calidi Biotherapeutics, Inc. changed its name from First Light Acquisition Group, Inc.

Year-Over-Year Comparison

This is an amendment to a previous filing, indicating updates to existing information rather than a completely new filing.

Key Financial Figures

• $0.42 — ase price for each Common Stock Unit is $0.42 (equal to the last sale price of our co
• $0.001 — of common stock at an exercise price of $0.001 per share of common stock. The public o
• $0.08 — Public Warrant was $0.42 per share and $0.08 per warrant, respectively. There is no
• $125,000 — t-of-pocket expenses in an amount up to $125,000. In addition, we have agreed to issue t
• $0.004 — our Sponsor and Metric at approximately $0.004 per share; " Business Combination " m

Filing Documents

• forms-1a.htm (S-1/A) — 4194KB
• ex1-1.htm (EX-1.1) — 114KB
• ex4-6.htm (EX-4.6) — 136KB
• ex4-7.htm (EX-4.7) — 142KB
• ex4-10.htm (EX-4.10) — 140KB
• ex4-11.htm (EX-4.11) — 135KB
• ex4-12.htm (EX-4.12) — 134KB
• ex5-1.htm (EX-5.1) — 25KB
• ex10-38.htm (EX-10.38) — 279KB
• ex10-48.htm (EX-10.48) — 32KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 40KB
• forms-1_001.jpg (GRAPHIC) — 5KB
• forms-1a_001.jpg (GRAPHIC) — 68KB
• forms-1a_002.jpg (GRAPHIC) — 68KB
• ex5-1_001.jpg (GRAPHIC) — 7KB
• 0001493152-24-013794.txt (&nbsp;) — 16757KB
• cldi-20231231.xsd (EX-101.SCH) — 107KB
• cldi-20231231_cal.xml (EX-101.CAL) — 97KB
• cldi-20231231_def.xml (EX-101.DEF) — 546KB
• cldi-20231231_lab.xml (EX-101.LAB) — 736KB
• cldi-20231231_pre.xml (EX-101.PRE) — 616KB
• forms-1a_htm.xml (XML) — 2195KB

USE OF PROCEEDS

USE OF PROCEEDS 76 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 76 CAPITALIZATION 77

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 81

BUSINESS

BUSINESS 100 MANAGEMENT 136

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 143 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 162 PRINCIPAL SECURITYHOLDERS 170

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 172 DESCRIPTION OF UNITS 179 PLAN OF DISTRIBUTION 182 LEGAL MATTERS 184 EXPERTS 184 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 184 WHERE YOU CAN FIND MORE INFORMATION 186 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS Neither we nor the placement agent have authorized anyone to provide you with any information or to make any representations other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the placement agent are making an offer to sell securities in any jurisdiction in which the offer or sale is not permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our shares of common stock and the information in any free writing prospectus that we may provide to you in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We or the placement agent have not authorized anyone to provide you with information that is different. We and the placement agent are offering to sell the common stock, Pre-Funded Warrants and Common Warrants, only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common stock, Pre-Funded Warrants and Common Warrants. For investors

forward-looking statements made by us in this prospectus speak only as of the date of this

forward-looking statements made by us in this prospectus speak only as of the date of this prospectus. Except to the extent required under the federal securities laws and rules and regulations of the SEC, we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements. 2 SELECTED DEFINITIONS Unless the context otherwise requires or has otherwise been defined, the following defined terms shall have the meaning set forth below. " anchor investors " means certain unaffiliated qualified institutional buyers or institutional accredited investors who have each entered into an Investment Agreement pursuant to which such anchor investors have purchased in the aggregate 1,452,654 founder shares from our Sponsor and Metric at approximately $0.004 per share; " Business Combination " means the business combination of FLAG with Calidi pursuant to the terms and conditions of the Merger Agreement; " Bylaws " means the Second Amended and Restated Bylaw

View Full Filing

View this S-1/A filing on SEC EDGAR