--- 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" generated_at: "2026-06-13T18:27:27.253084+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Calidi Biotherapeutics secures $25M Series B financing commitment, conditional on SPAC merger close ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: positive - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 7.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-173151 - JSON: https://secwatch.observer/filing/0001193125-23-173151.json - Plain text: https://secwatch.observer/filing/0001193125-23-173151.txt ## Key facts - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1855485/000119312523173151/0001193125-23-173151-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1855485/000119312523173151/0001193125-23-173151-index.htm - Material Agreements 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 source text: On June 16, 2023, FLAG, Calidi, the Sponsor, Metric and each Insider amended the Sponsor Agreement (the “ Sponsor Agreement Amendment ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000119312523173151/0001193125-23-173151-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1855485/000119312523173151/0001193125-23-173151-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1855485/000119312523173151/0001193125-23-173151-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.