--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-237077" form_type: "8-K" ticker: "CLDI" cik: "0001855485" company_name: "Calidi Biotherapeutics, Inc." filed_at: "2023-09-19T23:59:59+00:00" generated_at: "2026-06-10T13:52:37.561112+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # First Light Acquisition Group completes business combination with Calidi Biotherapeutics, begins trading as CLDI ## Summary - Business combination closed Sept 12, 2023; FLAG renamed Calidi Biotherapeutics, Inc., trading under CLDI and CLDI WS. - Aggregate merger consideration ~$250M plus $23.8M net debt adjustment; 27.4M shares issued to Calidi holders. - Up to 18M escalation shares earnable if CLDI hits $12/$14/$16/$18 price hurdles over 20 of 30 days. - 2.7M FLAG public shares redeemed for ~$28.2M; post-merger 35.9M shares outstanding. - Ownership: Calidi holders 77.4%, FLAG insiders 15.4%, public 7.2%. ## SEC filing metadata - accession: 0001193125-23-237077 - form_type: 8-K - ticker: CLDI - cik: 0001855485 - company_name: Calidi Biotherapeutics, Inc. - filed_at: 2023-09-19T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 9.01, 5.02, 4.01, 3.03, 5.03, 5.01, 5.05, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1855485/000119312523237077/0001193125-23-237077-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1855485/000119312523237077/d894152d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-237077 - JSON: https://secwatch.observer/filing/0001193125-23-237077.json - Plain text: https://secwatch.observer/filing/0001193125-23-237077.txt ## Key facts - Governance Changes Calidi Biotherapeutics, Inc.: Adopted amended and restated bylaws. - Change: bylaw amendment source text: adopted the amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective at Closing evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000119312523237077/0001193125-23-237077-index.htm - Governance Changes Calidi Biotherapeutics, Inc.: Adopted a new Code of Business Conduct and Ethics. - Change: code of ethics source text: the Board adopted a new Code of Business Conduct and Ethics applicable to all of the Company’s directors and employees evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000119312523237077/0001193125-23-237077-index.htm - Governance Changes Calidi Biotherapeutics, Inc.: Amended and restated certificate of incorporation via Second Amended and Restated Certificate of Incorporation. - Change: charter amendment source text: the Company amended and restated its certificate of incorporation pursuant to the filing of the Second Amended and Restated Certificate of Incorporation (“Second Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware (“Delaware Secretary of State”) which became effective upon acceptance of filing by the Delaware Secretary of State evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000119312523237077/0001193125-23-237077-index.htm - M&A Transactions Calidi Biotherapeutics, Inc. underwent a change of control involving First Light Acquisition Group, Inc. (closed 2023-09-12). - Action: change of control - Counterparty: First Light Acquisition Group, Inc. - Closing: 2023-09-12 source text: Business Combination On September 12, 2023, First Light Acquisition Group, Inc., a Delaware corporation (“FLAG”) consummated a series of transactions that resulted in the merger of FLAG Merger Sub Inc., a Nevada corporation, a wholly-owned subsidiary of FLAG (“Merger Sub”) and Calidi Biotherapeutics, Inc., a Nevada corporation (“Calidi”) pursuant to the Agreement and Plan of Merger evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000119312523237077/0001193125-23-237077-index.htm - Material Agreements Calidi Biotherapeutics, Inc. entered into Share and Warrant Cancellation Agreement with Sponsor and Metric. - Action: entry - Counterparty: Sponsor and Metric source text: effective as of the Closing Date, the Company entered into the Share and Warrant Cancellation Agreement with the Sponsor and Metric. evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000119312523237077/0001193125-23-237077-index.htm - Material Agreements Calidi Biotherapeutics, Inc. entered into Amended and Restated Registration Rights Agreement with Sponsor, Metric, Allan Camaisa, Scott Leftwich and certain other parties (effective 2023-09-12). - Action: entry - Counterparty: Sponsor, Metric, Allan Camaisa, Scott Leftwich and certain other parties - Effective: 2023-09-12 source text: the Company, the Sponsor, Metric, Allan Camaisa, Scott Leftwich and certain other parties thereto entered into the Registration Rights Agreement on September 12, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000119312523237077/0001193125-23-237077-index.htm - Material Agreements Calidi Biotherapeutics, Inc. amended Amendment of Warrant Agreement with Continental Stock Transfer & Trust Company and Equiniti Trust Company, LLC. - Action: amendment - Counterparty: Continental Stock Transfer & Trust Company and Equiniti Trust Company, LLC source text: On the Closing Date, the Company entered into the Amendment of Warrant Agreement with Continental Stock Transfer & Trust Company and Equiniti Trust Company, LLC, to engage Equiniti Trust Company, LLC as the new Warrant Agent. evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000119312523237077/0001193125-23-237077-index.htm - Material Agreements Calidi Biotherapeutics, Inc. entered into Escrow Services Agreement with Equiniti Trust Company, LLC (effective 2023-09-12). - Action: entry - Counterparty: Equiniti Trust Company, LLC - Effective: 2023-09-12 source text: Concurrently with the Closing, the Company and Equiniti Trust Company, LLC, as escrow agent (the “Escrow Agent”), entered into an Escrow Services Agreement (“Escrow Agreement”), effective as of September 12, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1855485/000119312523237077/0001193125-23-237077-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.