Calidi Biotherapeutics Files S-1 for Public Offering

TL;DR

Calidi Biotherapeutics (formerly First Light Acquisition Group) is going public via S-1 filing.

AI Summary

Calidi Biotherapeutics, Inc. filed an S-1 form on August 15, 2025, indicating a public offering. The company, formerly First Light Acquisition Group, Inc., is based in San Diego, CA, and operates in the biological products sector. This filing suggests a move towards raising capital through the sale of securities.

Why It Matters

This S-1 filing signals Calidi Biotherapeutics' intention to raise capital, which could fund further research and development in the biopharmaceutical space, potentially leading to new treatments.

Risk Assessment

Risk Level: medium — As a biopharmaceutical company, Calidi Biotherapeutics likely faces significant risks related to clinical trials, regulatory approvals, and market adoption of its products.

Key Players & Entities

• Calidi Biotherapeutics, Inc. (company) — Filer
• First Light Acquisition Group, Inc. (company) — Former Company Name
• San Diego, CA (location) — Business Address
• August 15, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — ne share of our common stock, par value $0.0001 ("common stock" or "Common Stock"), and
• $5.01 — ase price for each Common Stock Unit is $5.01 (equal to the last sale price of our co
• $5.009 — al exercise price of $5.01 per share or $5.009 per pre-funded warrant, which prices ar
• $0.001 — of common stock at an exercise price of $0.001 per share of common stock. Each Pre-fun
• $0.5 million — pate in the offering and purchase up to $0.5 million of the Common Stock Units or PFW Units.
• $5 — on an assumed public offering price of $5.01, which is the closing price of our c
• $125,000 — t-of-pocket expenses in an amount up to $125,000. In addition, we have agreed to issue t
• $0.003 — our Sponsor and Metric at approximately $0.003 per share; " Business Combination " m
• $0.04 — our Sponsor and Metric at approximately $0.04 per share; " Metric " means Metric Fi

Filing Documents

• forms-1.htm (S-1) — 5719KB
• ex1-1.htm (EX-1.1) — 279KB
• ex4-20.htm (EX-4.20) — 132KB
• ex4-21.htm (EX-4.21) — 123KB
• ex4-22.htm (EX-4.22) — 136KB
• ex4-23.htm (EX-4.23) — 126KB
• ex5-1.htm (EX-5.1) — 27KB
• ex21-1.htm (EX-21.1) — 6KB
• ex23-1.htm (EX-23.1) — 3KB
• ex107.htm (EX-FILING FEES) — 62KB
• forms1_001.jpg (GRAPHIC) — 23KB
• ex5-1_001.jpg (GRAPHIC) — 15KB
• 0001641172-25-024489.txt ( ) — 21806KB
• cldi-20250630.xsd (EX-101.SCH) — 111KB
• cldi-20250630_cal.xml (EX-101.CAL) — 102KB
• cldi-20250630_def.xml (EX-101.DEF) — 501KB
• cldi-20250630_lab.xml (EX-101.LAB) — 822KB
• cldi-20250630_pre.xml (EX-101.PRE) — 618KB
• forms-1_htm.xml (XML) — 3931KB
• ex107_htm.xml (XML) — 24KB

USE OF PROCEEDS

USE OF PROCEEDS 71 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 72 CAPITALIZATION 73

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 77

BUSINESS

BUSINESS 91 MANAGEMENT 115

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 122 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 143 PRINCIPAL SECURITYHOLDERS 149

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 151 DESCRIPTION OF UNITS 157

UNDERWRITING

UNDERWRITING 160 LEGAL MATTERS 164 EXPERTS 164 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 164 WHERE YOU CAN FIND MORE INFORMATION 164 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS Neither we nor the underwriters 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 underwriters 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 underwriters have not authorized anyone to provide you with information that is different. We and the underwriters 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 United States: We have not, and the underwriters have not, done anyth

View Full Filing

View this S-1 filing on SEC EDGAR