Calidi Biotherapeutics Files S-1

TL;DR

Calidi Biotherapeutics (CLDI) filed an S-1, check financials and future plans.

AI Summary

Calidi Biotherapeutics, Inc. filed an S-1 form on December 12, 2024, detailing its business operations and financial status. The company, previously known as First Light Acquisition Group, Inc. until April 6, 2021, is based in San Diego, CA. Calidi Biotherapeutics operates in the biological products sector and is incorporated in Delaware.

Why It Matters

This S-1 filing provides crucial information for investors and the public regarding Calidi Biotherapeutics' business, financials, and future plans, impacting potential investment decisions.

Risk Assessment

Risk Level: medium — As a biotech company filing an S-1, there's inherent risk associated with its stage of development and market potential.

Key Numbers

• 20241212 — Filing Date (The date the S-1 form was officially filed with the SEC.)
• 333-283741 — SEC File Number (Unique identifier for this SEC filing.)

Key Players & Entities

• Calidi Biotherapeutics, Inc. (company) — Filer name
• First Light Acquisition Group, Inc. (company) — Former company name
• 20210406 (date) — Date of name change
• San Diego, CA (location) — Company business address
• 2836 (industry_code) — Standard Industrial Classification for Biological Products

FAQ

Key Financial Figures

• $0.0001 — 0,000 shares of common stock, par value $0.0001 per shares ("Common Stock") issuable on
• $1.13 — ts, exercisable at an exercise price of $1.13 per share, first exercisable on April 2
• $2.1125 — al, exercisable at an exercise price of $2.1125 per share, first exercisable on May 14,
• $1.25 — al, exercisable at an exercise price of $1.25 per share, first exercisable on April 2
• $1.52 — "), exercisable at an exercise price of $1.52 per share; (vi) 53,490 shares of Common
• $3.75 — al, exercisable at an exercise price of $3.75 per share; (vii) 698,812 shares of Comm
• $1.90 — or, exercisable at an exercise price of $1.90 per share, expiring on July 28, 2027; (
• $1.93 — price per share of our common stock was $1.93. We may amend or supplement this pros
• $0.004 — Sponsor, Metric or anchor investors at $0.004 per share price which is significantly
• $1.5 million — rch 8, 2024 in the principal amounts of $1.5 million and $2.0 million pursuant to a Settleme
• $2.0 million — e principal amounts of $1.5 million and $2.0 million pursuant to a Settlement Agreement and
• $8 million — we complete a financing (i) of at least $8 million in an offering registered with the SEC;
• $2 million — tered with the SEC; or (ii) of at least $2 million with a non-affiliated purchaser at an e
• $1.235 b — total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to
• $700 million — that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year'

Filing Documents

• forms-1.htm (S-1) — 6060KB
• ex5-1.htm (EX-5.1) — 10KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 16KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• 0001493152-24-049670.txt ( ) — 24270KB
• cldi-20240930.xsd (EX-101.SCH) — 138KB
• cldi-20240930_cal.xml (EX-101.CAL) — 112KB
• cldi-20240930_def.xml (EX-101.DEF) — 716KB
• cldi-20240930_lab.xml (EX-101.LAB) — 1024KB
• cldi-20240930_pre.xml (EX-101.PRE) — 815KB
• forms-1_htm.xml (XML) — 4240KB

Business

Business 70 Management's Discussion and Analysis of Financial Condition and Results of Operations 81 Management 99 Executive and Director Compensation 107

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 117 Certain Relationships and Related Transactions 118 Description of Capital Stock 127 Plan of Distribution 133 Legal Matters 134 Experts 134 Where You Can Find More Information 134 Index to Financial Statements F-1 i ABOUT THIS PROSPECTUS You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus. For investors outside the United prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United of the shares of common stock and the distribution of this prospectus outside the United States. Unless the context otherwise requires, "we," "us," "our," "registrant," or "Registrant," "New Calidi" and the "Company" refer to Calidi Biotherapeutics, Inc., a Delaware corporation (f/k/a First Light Acquisition Group, Inc., a Delaware corporation), and its consolidated subsidiaries following the Business Combination. Unless the

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