{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-173151","form_type":"8-K","ticker":"CLDI","cik":"0001855485","company_name":"Calidi Biotherapeutics, Inc.","filed_at":"2023-06-23T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.280322+00:00","generated_at":"2026-06-13T18:27:27.253084+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Calidi Biotherapeutics secures $25M Series B financing commitment, conditional on SPAC merger close","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-173151","json":"https://secwatch.observer/filing/0001193125-23-173151.json","markdown":"https://secwatch.observer/filing/0001193125-23-173151.md","text":"https://secwatch.observer/filing/0001193125-23-173151.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1855485/000119312523173151/0001193125-23-173151-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1855485/000119312523173151/d521495d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T18:27:27.253084+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2a011a551de4f99fda89e27b3d1b19eb76875d36","claim":"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).","evidence_excerpt":"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”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1855485/000119312523173151/0001193125-23-173151-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"certain investors"},{"label":"Value","value":"$12,500,000 of Series B Preferred Stock"},{"label":"Effective","value":"2023-06-16"}],"fact_type":"material_agreement"},{"claim_id":"557c61947211582ccd6806121df6933c97c430a6","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1855485/000119312523173151/0001193125-23-173151-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"First Light Acquisition Group, Inc., FLAG Merger Sub, Inc., First Light Acquisition Group, LLC, and Allan Camaisa"},{"label":"Effective","value":"2023-01-09"}],"fact_type":"material_agreement"},{"claim_id":"9205602f73a68b7b1fe3885b3b6c1c82c11f2e02","claim":"Calidi Biotherapeutics, Inc. amended Sponsor Agreement Amendment with FLAG, Calidi, the Sponsor, Metric and each Insider (effective 2023-06-16).","evidence_excerpt":"On June 16, 2023, FLAG, Calidi, the Sponsor, Metric and each Insider amended the Sponsor Agreement (the “ Sponsor Agreement Amendment ”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1855485/000119312523173151/0001193125-23-173151-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Counterparty","value":"FLAG, Calidi, the Sponsor, Metric and each Insider"},{"label":"Effective","value":"2023-06-16"}],"fact_type":"material_agreement"},{"claim_id":"f5e1241d044b3eb8b182cb81b32024a231ca7003","claim":"Calidi Biotherapeutics, Inc. entered into Voting and Lock-Up Agreement with FLAG, Calidi and Jackson (effective 2023-06-16).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1855485/000119312523173151/0001193125-23-173151-index.htm","confidence":0.7,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"FLAG, Calidi and Jackson"},{"label":"Effective","value":"2023-06-16"}],"fact_type":"material_agreement"},{"claim_id":"fb6ede56117cf0041426c6717117285ed42297b4","claim":"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).","evidence_excerpt":"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 ”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1855485/000119312523173151/0001193125-23-173151-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"FLAG, Calidi, the Purchaser Representative and the Seller Representative"},{"label":"Effective","value":"2023-06-16"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}