8-K
filed June 23, 2023, 7:59 PM ET
ticker CLDI
CIK 0001855485
other material
confidence high
sentiment positive
materiality 0.80
Calidi Biotherapeutics secures $25M Series B financing commitment, conditional on SPAC merger close
Calidi Biotherapeutics, Inc.
- Series B financing: $25M total, led by Jackson Investment Group ($5M initial, $20M conditional on business combination).
- Calidi Cure, LLC (led by CEO Allan Camaisa) commits additional $12.5M in Series B preferred stock.
- Merger Agreement amended to allow Unused Continuation Shares and Sponsor Incentive Securities for PIPE or equity investments.
- Jackson Investment Group receives Voting and Lock-Up Agreement: 6-month lock-up, release if share price ≥$12.00 for 20 of 30 days.
- Proceeds to advance pipeline: CLD-101, CLD-201, CLD-202 allogeneic stem cell and oncolytic virus therapies.
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. entered into Securities Purchase Agreement with certain investors valued at $12,500,000 of Series B Preferred Stock (effective 2023-06-16).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- certain investors
- Value
- $12,500,000 of Series B Preferred Stock
- Effective
- 2023-06-16
Exact text from the filing
On June 16, 2023, Calidi entered into a Securities Purchase Agreement with certain investors in connection with the issuance of Series B Preferred Stock of Calidi (“Series B Preferred Stock,” and such investment, the “Series B Financing”), providing for (A) the issuance of an aggregate amount of $12,500,000 of Series B Preferred Stock to the Jackson Investment Group, LLC (“Jackson”), with an initial investment of $5,000,000 of Series B Preferred Stock to be purchased simultaneously with the execution of the Securities Purchase Agreement (the “Initial Investment”) and an additional $7,500,000 shares of Series B Preferred Stock to be purchased upon the consummation of the Business Combination (the “Subsequent Investment”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Calidi Biotherapeutics, Inc. entered into Agreement and Plan of Merger with First Light Acquisition Group, Inc., FLAG Merger Sub, Inc., First Light Acquisition Group, LLC, and Allan Camaisa (effective 2023-01-09).
- Action
- entry
- Agreement
- merger
- Counterparty
- First Light Acquisition Group, Inc., FLAG Merger Sub, Inc., First Light Acquisition Group, LLC, and Allan Camaisa
- Effective
- 2023-01-09
Exact text from the filing
on January 9, 2023, First Light Acquisition Group, Inc., a Delaware corporation (“ FLAG ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among FLAG, FLAG Merger Sub, Inc., a Nevada corporation and a direct, wholly owned subsidiary of FLAG (“ Merger Sub ”), Calidi Biotherapeutics, Inc., a Nevada corporation (or “ Calidi ”), First Light Acquisition Group, LLC, in the capacity as the representative of the stockholders of FLAG (the “ Purchaser Representative ” or the “ Sponsor ”) and Allan Camaisa, in the capacity as the representative of the stockholders to Calidi (the “ Seller Representative ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Calidi Biotherapeutics, Inc. amended Sponsor Agreement Amendment with FLAG, Calidi, the Sponsor, Metric and each Insider (effective 2023-06-16).
- Action
- amendment
- Counterparty
- FLAG, Calidi, the Sponsor, Metric and each Insider
- Effective
- 2023-06-16
Exact text from the filing
On June 16, 2023, FLAG, Calidi, the Sponsor, Metric and each Insider amended the Sponsor Agreement (the “ Sponsor Agreement Amendment ”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
Calidi Biotherapeutics, Inc. entered into Voting and Lock-Up Agreement with FLAG, Calidi and Jackson (effective 2023-06-16).
- Action
- entry
- Counterparty
- FLAG, Calidi and Jackson
- Effective
- 2023-06-16
Exact text from the filing
Simultaneously with the execution of the Merger Agreement, on January 9, 2023, FLAG and Calidi entered into (i) the Sponsor Agreement (the “ Sponsor Agreement ”), with the Sponsor, Metric and certain other parties thereto (each, an “ Insider ”) and (ii) Voting and Lock-Up Agreements with Allan Camaisa and Scott Leftwich. Capitalized terms used herein but not defined shall have the meaning ascribed to such term in the Merger Agreement.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Calidi Biotherapeutics, Inc. amended Amendment No. 2 to the Merger Agreement with FLAG, Calidi, the Purchaser Representative and the Seller Representative (effective 2023-06-16).
- Action
- amendment
- Agreement
- merger
- Counterparty
- FLAG, Calidi, the Purchaser Representative and the Seller Representative
- Effective
- 2023-06-16
Exact text from the filing
On June 16, 2023, FLAG, Calidi, the Purchaser Representative and the Seller Representative entered into Amendment No. 2 to the Merger Agreement (the “ Merger Agreement Amendment ”)
View on SEC.gov
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