8-K
filed August 29, 2023, 7:59 PM ET
ticker CLDI
CIK 0001855485
other material
confidence high
sentiment neutral
materiality 0.65
FLAG shareholders approve Calidi merger; enters forward purchase & non-redemption agreements
Calidi Biotherapeutics, Inc.
- Stockholders voted 7,039,109 for and 242,945 against the business combination with Calidi Biotherapeutics.
- Entered Forward Purchase Agreement with Meteora entities to purchase up to 340,000 shares of Class A common stock.
- Non-Redemption Agreement reverses 129,524 shares; New Calidi to pay ~$680,000 in cash upon closing.
- Series B financing from Jackson Investment Group and Calidi Cure totals $25 million; Meteora commits additional ~$1.02 million.
- Trust account estimated per-share redemption price of approximately $10.49 as of August 30, 2023.
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 Forward Purchase Agreement with Meteora Strategic Capital, LLC, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, Seller) valued at aggregate amount equal to up to 340,000 shares of Class A Common Stock (effective 2023-08-28).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Meteora Strategic Capital, LLC, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, Seller)
- Value
- aggregate amount equal to up to 340,000 shares of Class A Common Stock
- Effective
- 2023-08-28
Exact text from the filing
On August 28, 2023, FLAG and Calidi entered into a forward purchase agreement (the “Forward Purchase Agreement”) with each of (i) Meteora Strategic Capital, LLC (“MSC”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSC, MCP, and MSTO collectively as “Seller") for an OTC Equity Prepaid Forward Transaction.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Calidi Biotherapeutics, Inc. shareholders approved Approve that stockholder action may not be taken by written consent at the 2023-08-28 meeting.
- Outcome
- passed
- Meeting
- 2023-08-28
Exact text from the filing
For Against Abstain 6,970,882 311,172 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Calidi Biotherapeutics, Inc. shareholders approved Approve and adopt the Second Amended and Restated Certificate of Incorporation at the 2023-08-28 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-08-28
Exact text from the filing
For Against Abstain 7,039,109 242,945 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Calidi Biotherapeutics, Inc. shareholders approved Approve the Employee Stock Purchase Plan at the 2023-08-28 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-08-28
Exact text from the filing
For Against Abstain 6,970,982 311,072 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Calidi Biotherapeutics, Inc. shareholders approved Approve the business combination at the 2023-08-28 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-08-28
Exact text from the filing
For Against Abstain 7,039,109 242,945 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Calidi Biotherapeutics, Inc. shareholders approved Approve the change in authorized capital stock at the 2023-08-28 meeting.
- Outcome
- passed
- Meeting
- 2023-08-28
Exact text from the filing
For Against Abstain 7,039,109 242,945 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Calidi Biotherapeutics, Inc. shareholders approved Approve that directors may be removed only for cause by 66 2/3% vote at the 2023-08-28 meeting.
- Outcome
- passed
- Meeting
- 2023-08-28
Exact text from the filing
For Against Abstain 6,970,882 311,172 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Calidi Biotherapeutics, Inc. shareholders approved Approve the 2023 Stock Incentive Plan at the 2023-08-28 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-08-28
Exact text from the filing
For Against Abstain 6,943,786 338,268 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Calidi Biotherapeutics, Inc. shareholders approved Elect seven directors to serve on the New Calidi board at the 2023-08-28 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-08-28
Exact text from the filing
Director For Against Abstain Allan Camaisa 7,241,490 0 40,564
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Calidi Biotherapeutics, Inc. shareholders approved Approve provisions requiring 66 2/3% vote for bylaw amendments and certain charter provisions at the 2023-08-28 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-08-28
Exact text from the filing
For Against Abstain 6,970,982 311,072 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Calidi Biotherapeutics, Inc. shareholders approved Approve issuance of more than 20% of common stock in connection with business combination at the 2023-08-28 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-08-28
Exact text from the filing
For Against Abstain 6,970,982 311,072 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Calidi Biotherapeutics, Inc. shareholders approved Adjourn the special meeting if necessary at the 2023-08-28 meeting.
- Outcome
- passed
- Meeting
- 2023-08-28
Exact text from the filing
For Against Abstain 6,970,982 311,072 0
View on SEC.gov
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