Source-grounded facts extracted from Calidi Biotherapeutics, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Calidi Biotherapeutics, Inc. amended Amendment of Warrant Agreement with Continental Stock Transfer & Trust Company and Equiniti Trust Company, LLC.
“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.”
Calidi Biotherapeutics, Inc. entered into Escrow Services Agreement with Equiniti Trust Company, LLC (effective 2023-09-12).
“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”
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).
“the Company, the Sponsor, Metric, Allan Camaisa, Scott Leftwich and certain other parties thereto entered into the Registration Rights Agreement on September 12, 2023.”
Calidi Biotherapeutics, Inc. shareholders approved Adjourn the special meeting if necessary at the 2023-08-28 meeting.
“For Against Abstain 6,970,982 311,072 0”
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.
“For Against Abstain 6,970,982 311,072 0”
Calidi Biotherapeutics, Inc. shareholders approved Elect seven directors to serve on the New Calidi board at the 2023-08-28 meeting.
“Director For Against Abstain Allan Camaisa 7,241,490 0 40,564”
Calidi Biotherapeutics, Inc. shareholders approved Approve the Employee Stock Purchase Plan at the 2023-08-28 meeting.
“For Against Abstain 6,970,982 311,072 0”
Calidi Biotherapeutics, Inc. shareholders approved Approve the 2023 Stock Incentive Plan at the 2023-08-28 meeting.
“For Against Abstain 6,943,786 338,268 0”
Calidi Biotherapeutics, Inc. shareholders approved Approve that stockholder action may not be taken by written consent at the 2023-08-28 meeting.
“For Against Abstain 6,970,882 311,172 0”
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.
“For Against Abstain 6,970,882 311,172 0”
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.
“For Against Abstain 6,970,982 311,072 0”
Calidi Biotherapeutics, Inc. shareholders approved Approve the change in authorized capital stock at the 2023-08-28 meeting.
“For Against Abstain 7,039,109 242,945 0”
Calidi Biotherapeutics, Inc. shareholders approved Approve and adopt the Second Amended and Restated Certificate of Incorporation at the 2023-08-28 meeting.
“For Against Abstain 7,039,109 242,945 0”
Calidi Biotherapeutics, Inc. shareholders approved Approve the business combination at the 2023-08-28 meeting.
“For Against Abstain 7,039,109 242,945 0”
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).
“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.”
Calidi Biotherapeutics, Inc. entered into Voting and Lock-Up Agreement with FLAG, Calidi and Jackson (effective 2023-06-16).
“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.”
Calidi Biotherapeutics, Inc. amended Sponsor Agreement Amendment with FLAG, Calidi, the Sponsor, Metric and each Insider (effective 2023-06-16).
“On June 16, 2023, FLAG, Calidi, the Sponsor, Metric and each Insider amended the Sponsor Agreement (the “ Sponsor Agreement Amendment ”)”
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).
“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 ”)”
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).
“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”)”
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).
“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 ”).”
Calidi Biotherapeutics, Inc. amended Voting and Lock-Up Agreement with certain holders of Calidi common stock (each, a "Significant Company Holder") (effective 2023-04-12).
“On April 12, 2023, FLAG, Calidi and each Significant Company Holder amended the Voting and Lock-Up Agreement to change the date by which each Significant Company Holder is required execute and deliver an irrevocable written consent approving (i) the Merger Agreement, Transaction Agreements and the Transactions (including the Merger) and (ii) any other matters necessary or appropriate in order to effect the Merger and the other transactions contemplated by the Merger Agreement to fifteen (15) business days following the time the registration statement filed in connection with the transaction is declared effective.”
Calidi Biotherapeutics, Inc. amended Amendment No. 1 to the Merger Agreement with First Light Acquisition Group, Inc. (FLAG), Calidi Biotherapeutics, Inc., First Light Acquisition Group, LLC (as Purchaser Representative), and Allan Camaisa (as Seller Representative) (effective 2023-02-09).
“On February 9, 2023, FLAG, Calidi, the Purchaser Representative and the Seller Representative entered into Amendment No. 1 to the Merger Agreement (the “ Amendment ”).”
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 valued at $250,000,000 (effective 2023-01-09).
“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 (the “ Company ” or “” Calidi ”), First Light Acquisition Group, LLC, in the capacity as the representative of the stockholders of FLAG (the “ Sponsor ”) and Allan Camaisa, in the capacity as the representative of the stockholders to the Company.”
Thomas A. Vecchiolla was appointed as sole Chief Executive Officer and Chairman of the Board at Calidi Biotherapeutics, Inc..
“Effective as of December 22, 2022, Thomas A. Vecchiolla will serve as sole Chief Executive Officer and Chairman of the Board.”
Bill Weber resigned as co-Chief Executive Officer, Director and Chairman of the Board at Calidi Biotherapeutics, Inc..
“On December 21, 2022, Bill Weber resigned from his position as co-Chief Executive Officer, Director and Chairman of the Board”
Thomas A. Vecchiolla was appointed as co-Chief Executive Officer at Calidi Biotherapeutics, Inc..
“Effective September 15, 2022, the Company’s board of directors appointed Thomas A. Vecchiolla as co-Chief Executive Officer to serve in such role with William J. Weber, who will also serve as co-Chief Executive Officer.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.