Calidi Biotherapeutics, Inc. Files S-1 Registration Statement

TL;DR

<b>Calidi Biotherapeutics, Inc. has filed an S-1 registration statement, detailing its business and financial information.</b>

AI Summary

Calidi Biotherapeutics, Inc. (CLDWW) filed a IPO Registration (S-1) with the SEC on January 29, 2024. Calidi Biotherapeutics, Inc. filed an S-1 registration statement with the SEC on January 29, 2024. The company was formerly known as First Light Acquisition Group, Inc., with a name change on April 6, 2021. Calidi Biotherapeutics is in the Biological Products (No Diagnostic Substances) industry, SIC code 2836. The filing includes financial data for periods ending September 30, 2023, December 31, 2022, and December 31, 2021. Key financial data points such as preferred stock types and related/non-related party transactions are detailed.

Why It Matters

For investors and stakeholders tracking Calidi Biotherapeutics, Inc., this filing contains several important signals. This S-1 filing is a crucial step for Calidi Biotherapeutics, indicating potential future public offerings or significant corporate actions. The detailed financial information within the S-1 provides investors and analysts with insights into the company's financial health and operational history.

Risk Assessment

Risk Level: medium — Calidi Biotherapeutics, Inc. shows moderate risk based on this filing. The company is in the early stages of its business, as indicated by an S-1 filing, which typically precedes significant capital raises or market entry, carrying inherent risks.

Analyst Insight

Monitor future filings for details on the company's public offering plans and financial performance post-S-1.

Key Numbers

• S-1 — Form Type (SEC filing form)
• 0001493152-24-004091 — Accession Number (Unique identifier for the filing)
• 333-276741 — SEC File Number (SEC's file number for the registration)
• 24570827 — Film Number (SEC's film number for the filing)
• 2024-01-29 — Filing Date (Date the S-1 was filed)
• 2023-09-30 — Most Recent Interim Period End Date (Financial reporting period)
• 2022-12-31 — Prior Year End Date (Financial reporting period)
• 2021-12-31 — Earlier Year End Date (Financial reporting period)

Key Players & Entities

• Calidi Biotherapeutics, Inc. (company) — Filer name
• First Light Acquisition Group, Inc. (company) — Former company name
• SEC (regulator) — Filing agency
• 2024-01-29 (date) — Filing date
• 2021-04-06 (date) — Date of name change
• 2836 (industry_code) — Standard Industrial Classification
• San Diego (location) — Business address city
• DE (location) — State of incorporation

Forward-Looking Statements

• Calidi Biotherapeutics will successfully complete its public offering within the next 12 months. (Calidi Biotherapeutics, Inc.) — medium confidence, target: 2025-01-29
• The company will use the proceeds from the offering to fund further research and development of its biological products. (Calidi Biotherapeutics, Inc.) — high confidence, target: 2025-01-29

FAQ

Risk Factors

• Registration Statement Requirements [medium — regulatory]: The S-1 filing itself is subject to SEC review and compliance, with potential for comments or requests for additional information.
• Early Stage Financials [high — financial]: As an S-1 filing, the company is likely in an early stage of development, with potential for significant financial losses and uncertainty in future revenue streams.
• Biotechnology Development Risks [high — operational]: The company operates in the biotechnology sector, which involves inherent risks related to research and development, clinical trials, and regulatory approvals.

Key Financial Figures

• $0.0001 — ___________ shares of our common stock, $0.0001 par value per share, or the Common Stoc
• $0.001 — mmon warrants in this offering less the $0.001 per share exercise price of each such p
• $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-1.htm (S-1) — 6043KB
• ex1-1.htm (EX-1.1) — 116KB
• ex4-5.htm (EX-4.5) — 124KB
• ex4-6.htm (EX-4.6) — 136KB
• ex4-7.htm (EX-4.7) — 135KB
• ex4-8.htm (EX-4.8) — 125KB
• ex10-38.htm (EX-10.38) — 251KB
• ex10-39.htm (EX-10.39) — 33KB
• ex21-1.htm (EX-21.1) — 6KB
• ex23-1.htm (EX-23.1) — 4KB
• ex23-2.htm (EX-23.2) — 4KB
• ex107.htm (EX-FILING FEES) — 26KB
• forms-1_003.jpg (GRAPHIC) — 31KB
• forms-1_001.jpg (GRAPHIC) — 5KB
• 0001493152-24-004091.txt (&nbsp;) — 22857KB
• cldi-20230930.xsd (EX-101.SCH) — 116KB
• cldi-20230930_cal.xml (EX-101.CAL) — 82KB
• cldi-20230930_def.xml (EX-101.DEF) — 600KB
• cldi-20230930_lab.xml (EX-101.LAB) — 795KB
• cldi-20230930_pre.xml (EX-101.PRE) — 666KB
• forms-1_htm.xml (XML) — 4113KB

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 79

BUSINESS

BUSINESS 101 MANAGEMENT 139

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 146 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 165 PRINCIPAL SECURITYHOLDERS 173

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 175

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 182 PLAN OF DISTRIBUTION 185 LEGAL MATTERS 187 EXPERTS 187 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 187 WHERE YOU CAN FIND MORE INFORMATION 189 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 outside the

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 Bylaws in effect as of the date of this prospectus; " Calidi" or "Calidi Biotherapeutics " means Calidi Biotherapeutics, Inc., a Nevada corporation; " Charter " or " Second Amended and Restated Certificate of Incorporation " means the Second Amended and Restated Certificate of Incorporation in effect. " Closing " means the closing of the Merger and all of the transactions contemplated by the Merger Agreement in accordance with the terms of the Merger Agreement; " Closing Date " means the date on which the Business Combination was consummated which occurred on September 12, 2023; " common stock " or "Common Stock" means the shares of common stock, par valu

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View this S-1 filing on SEC EDGAR