FLAG amends merger with Calidi; Continuation Shares to be issued at closing without price targets

Calidi Biotherapeutics, Inc.

Up to 2,000,000 Continuation Shares to be issued pro rata to non-redeeming FLAG public stockholders at closing.
For every 100,000 shares not redeemed, FLAG issues 48,450 Continuation Shares, capped at 2M total.
Amendment removes prior price-target condition; Continuation Shares now issued automatically at deal close.
Amendment signed Feb 9, 2023; business combination with Calidi Biotherapeutics remains pending.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Calidi Biotherapeutics, Inc. amended Amendment No. 1 to the Merger Agreement with First Light Acquisition Group, Inc. (FLAG), Calidi Biotherapeutics, Inc., First Light Acquisition Group, LLC (as Purchaser Representative), and Allan Camaisa (as Seller Representative) (effective 2023-02-09).

Action: amendment
Agreement: merger
Counterparty: First Light Acquisition Group, Inc. (FLAG), Calidi Biotherapeutics, Inc., First Light Acquisition Group, LLC (as Purchaser Representative), and Allan Camaisa (as Seller Representative)
Effective: 2023-02-09

Exact text from the filing

On February 9, 2023, FLAG, Calidi, the Purchaser Representative and the Seller Representative entered into Amendment No. 1 to the Merger Agreement (the “ Amendment ”).

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Calidi Biotherapeutics, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-032729

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