FLAG First Light Acquisition Group Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 28, 2024

 

Calidi Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40789		86-2967193
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

4475 Executive Dr., Suite 200, San Diego, CA		92121
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (858) 794-9600

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, par value $0.0001 per share		CLDI		NYSE American LLC
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share		CLDIWS		NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

As previously disclosed, on March 8, 2024, Calidi Biotherapeutics, Inc. (the “Company,” “we” or “our”) entered into a settlement agreement (the “Settlement Agreement”) with an investor, pursuant to which (i) the investor purchased a $2.0 million convertible promissory note from the Company for cash (the “First Note”) and (ii) the Company issued to the investor a $1.5 million convertible note, as amended (the “Second Note” and together with the First Note, the “2024 Notes”) in settlement of an unasserted claim.

 

On March 28, 2024, the Company entered into the (i) first amendment to the First Note, and (ii) second amendment to the Second Note (collectively, the “Amendments”), pursuant to which the parties amended (A) the conversion price to mean the Initial Conversion Price (as defined in the 2024 Notes) until the one hundred and eightieth (180^th) day from the issuance of the Convertible Notes and the Reset Conversion Price (as defined herein) thereafter; (B) the Reset Conversion Price to be 94.0% of the 10-day VWAP ending on the one hundred and eightieth (180^th) day from the issuance of the 2024 Notes; (C) the terms relating to a mandatory conversion of the 2024 Notes to provide that in the event that we complete a financing (i) for at least $8 million in a registered offering or (ii) of at least $2 million with a non-affiliated purchaser at an effective price of at least 150% of the initial note conversion price, then the 2024 Notes will be subject to mandatory conversion on or after the Effective Registration Date (as defined in the 2024 Notes) at the lower of the then conversion price in effect and the effective price of the securities sold in the financing; and (D) the terms relating to certain demand registration rights to provide that the Company is required to file a registration statement within five business day after the one hundred and eightieth (180^th) day from the issuance of the 2024 Notes.

 

The foregoing description of the Amendments do not purport to be complete and is qualified in their entirety by reference to the full text of the Amendments, copies of which are attached hereto as Exhibits 10.1 and 10.2 respectively, and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1†		Form of First Amendment to Convertible Promissory Note ($2,000,000)
10.2†		Form of Second Amendment to Convertible Promissory Note ($1,500,000)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

† Certain information contained in this exhibit has been omitted because it is both (i) not material and (ii) is the type that the Company treats as private or confidential.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Calidi Biotherapeutics, Inc.
Dated: April 1, 2024
	By:	/s/ Wendy Pizarro
	Name:	Wendy Pizarro
	Title:	Chief Legal Officer

 

 

 

Exhibit 10.1

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED.

 

Execution Copy – 03/28/2024

 

FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

 

THIS FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “First Amendment”), is entered into effective as of March 28, 2024, by and among Calidi Biotherapeutics, Inc., a Delaware corporation at 4475 Executive Drive Suite 200, San Diego, CA 92121 (the “Company”) and [****] (the “Holder” and together with the Company, collectively the “Parties,” and each a “Party”). Pursuant to the terms and conditions hereof, this First Amendment is hereby incorporated into the Note (as defined below) as if fully set forth therein. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Note.

 

RECITALS

 

WHEREAS, the Company previously executed and delivered a convertible promissory note dated March 8, 2024, to Holder, in the original principal amount of $2,000,000 (the “Note”) in connection with a settlement agreement dated March 8, 2024 (the “Settlement Agreement”); and

 

WHEREAS, the Company and Holder desire to amend the Note as set forth herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing premises, the mutual agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1. Amendments. Notwithstanding any provision in the Note to the contrary, the Note is hereby amended as follows:

 

A. Conversion Price. The Conversion Price as defined under Section 3(j) is hereby amended and restated in its entirety to read as follows:

 

“Conversion Price” shall mean the “Initial Conversion Price” until the one hundred and eightieth (180^th) day from the issuance of the Note and shall mean the “Reset Conversion Price” thereafter.

 

B. Reset Conversion Price. The Reset Note Conversion Price as defined under Section 3(j) is hereby amended and restated in its entirety to read as follows:

 

“Reset Conversion Price” shall equal 94.0% of 10-day VWAP ending on the one hundred and eightieth (180^th) day from the issuance of the Note.

 

 

C. Mandatory Conversion. The first paragraph of Section 3(b) is hereby amended and restated in its entirety to read as follows:

 

On or after the Effective Registration Date and provided that the Company completes a financing (the “Financing”) of its capital securities, or securities that may be converted into or exercise into capital securities, (i) of at least $8 million, not including the Principal Amount plus any accrued interest subject to the Mandatory Conversion, in an offering registered with the SEC; or (ii) of at least $2 million, not including the Principal Amount plus any accrued interest subject to the Mandatory Conversion, to non-affiliated purchaser(s) at an effective price of at least 150% of the Initial Note Conversion Price, Holder will be required to convert all, but not less than all (subject to the exchange limit set forth in paragraph 3(k) below), Principal Amount plus any accrued interest, into shares of Common Stock at the lower of the then-applicable Conversion Price and the effective price of such Financing; provided, however, that such mandatory conversion shall only be required if the Common Stock is then currently listed for trading on the NYSE or Nasdaq, and either (i) a resale shelf registration statement is in effect at the time of delivery of Common Stock permitting the Holder to sell all such shares of Common Stock to be received upon the Mandatory Conversion, (ii) the Holder thereof may sell all such shares under Rule 144 within a three-month period and such Holder, together with its affiliates, owns less than 1% of the outstanding shares of Common Stock, or (iii) in the case of a public offering, the Holder receives the same registered securities in the public offering in exchange for and in satisfaction of the unpaid Principal and accrued interest thereon.

 

D. Demand Registration Rights. Section 5(a) and 5(b) are hereby amended and restated in their entirety to read as follows:

 

“(a) Filing of a Registration Statement. Borrower shall prepare and file with the Securities and Exchange Commission (“SEC”) a Registration Statement for the resale by the Holder of the Common Stock issuable upon the conversion of the Note (and shares of Common Stock issuable upon the conversion of another note issued in connection with the Settlement Agreement) no later than five (5) business days after the one hundred and eightieth (180^th) day from the issuance of the Note. The effectiveness date of the Registration Statement under this Section 5(a) or (b) shall be deemed the Effective Registration Date.”

 

(b) Piggyback Registration. If the Registration Statement provided for in subsection (a) above has not been filed and declared effective by the SEC, and if Borrower determines on or after one hundred eighty (180) days from the issuance of this Note to prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act of 1933, as amended (“Securities Act”), of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Borrower shall deliver to the Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, such Holder shall so request in writing, the Borrower shall include in such registration statement or offering statement all Common Stock that may be issued in connection with the conversion of this Note such Holder requests to be registered; provided, however, the Company shall not be required to register any shares of Common Stock pursuant to this Section 5(b) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement.

 

 

2. Miscellaneous.

 

2.1 Except as expressly amended and modified by this First Amendment, the Note is and shall continue to be in full force and effect in accordance with the terms thereof.

 

2.2 This First Amendment may be executed by the parties hereto in counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. The parties may execute facsimile copies of this First Amendment and delivery by facsimile or electronic mail shall be deemed to be delivery of an executed First Amendment.

 

2.3 The headings contained in this First Amendment are for ease of reference only and shall not be considered in construing this First Amendment.

 

[Rest of the page intentionally left blank; signature page follows]

 

 

IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed by its authorized representative as of the date set forth above.

 

	COMPANY:
	Calidi Biotherapeutics, Inc.
	By:
	Name:	Allan J. Camaisa
	Title:	Chief Executive Officer

 

	HOLDER:
	[****]
	By:
	Name:	[****]
	Title:	[****]

 

 

 

 

 

 

 

 

Exhibit 10.2

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*****] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED.

 

Execution Copy – 03/28/2024

 

SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

 

THIS SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Second Amendment”), is entered into effective as of March 28, 2024, by and among Calidi Biotherapeutics, Inc., a Delaware corporation at 4475 Executive Drive Suite 200, San Diego, CA 92121 (the “Company”) and [****] (the “Holder” and together with the Company, collectively the “Parties,” and each a “Party”). Pursuant to the terms and conditions hereof, this Second Amendment is hereby incorporated into the Note (as defined below) as if fully set forth therein. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Note.

 

RECITALS

 

WHEREAS, the Company previously executed and delivered a convertible promissory note dated March 8, 2024, as amended, to Holder, in the original principal amount of $1,500,000 (the “Note”) in connection with a settlement agreement dated March 8, 2024 (the “Settlement Agreement”);

 

WHEREAS, the Parties amended the Note on March 11, 2024 to clarify certain terms; and WHEREAS, the Company and Holder desire to amend the Note as set forth herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing premises, the mutual agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1. Amendments. Notwithstanding any provision in the Note to the contrary, the Note is hereby amended as follows:

 

A. Conversion Price. The Conversion Price as defined under Section 3(j) is hereby amended and restated in its entirety to read as follows:

 

“Conversion Price” shall mean the “Initial Conversion Price” until the one hundred and eightieth (180^th) day from the issuance of the Note and shall mean the “Reset Conversion Price” thereafter.

 

B. Reset Conversion Price. The Reset Note Conversion Price as defined under Section 3(j) is hereby amended and restated in its entirety to read as follows:

 

“Reset Conversion Price” shall equal 94.0% of 10-day VWAP ending on the one hundred and eightieth (180^th) day from the issuance of the note.

 

 

C. Mandatory Conversion. The first paragraph of Section 3(b) is hereby amended and restated in its entirety to read as follows:

 

On or after the Effective Registration Date and provided that the Company completes a financing (the “Financing”) of its capital securities, or securities that may be converted into or exercise into capital securities, (i) of at least $8 million, not including the Principal Amount plus any accrued interest subject to the Mandatory Conversion, in an offering registered with the SEC; or (ii) of at least $2 million, not including the Principal Amount plus any accrued interest subject to the Mandatory Conversion, to non-affiliated purchaser(s) at an effective price of at least 150% of the Initial Note Conversion Price, Holder will be required to convert all, but not less than all (subject to the exchange limit set forth in paragraph 3(k) below), Principal Amount plus any accrued interest, into shares of Common Stock at the lower of the then-applicable Conversion Price and the effective price of such Financing; provided, however, that such mandatory conversion shall only be required if the Common Stock is then currently listed for trading on the NYSE or Nasdaq, and either (i) a resale shelf registration statement is in effect at the time of delivery of Common Stock permitting the Holder to sell all such shares of Common Stock to be received upon the Mandatory Conversion, (ii) the Holder thereof may sell all such shares under Rule 144 within a three-month period and such Holder, together with its affiliates, owns less than 1% of the outstanding shares of Common Stock, or (iii) in the case of a public offering, the Holder receives the same registered securities in the public offering in exchange for and in satisfaction of the unpaid Principal and accrued interest thereon.

 

D. Demand Registration Rights. Section 5(a) and 5(b) are hereby amended and restated in its entirety to read as follows:

 

“(a) Filing of a Registration Statement. Borrower shall prepare and file with the Securities and Exchange Commission (“SEC”) a Registration Statement for the resale by the Holder of the Common Stock issuable upon the conversion of the Note (and shares of Common Stock issuable upon the conversion of another note issued in connection with the Settlement Agreement) no later than five (5) business days after the one hundred and eightieth (180^th) day from the issuance of the Note. The effectiveness date of the Registration Statement under this Section 5(a) or (b) shall be deemed the Effective Registration Date.

 

(b) Piggyback Registration. If the Registration Statement provided for in subsection (a) above has not been filed and declared effective by the SEC, and if Borrower determines on or after one hundred eighty (180) days from the issuance of this Note to prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act of 1933, as amended (“Securities Act”), of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Borrower shall deliver to the Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, such Holder shall so request in writing, the Borrower shall include in such registration statement or offering statement all Common Stock that may be issued in connection with the conversion of this Note such Holder requests to be registered; provided, however, the Company shall not be required to register any shares of Common Stock pursuant to this Section 5(b) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement.”

 

 

2. Miscellaneous.

2.1 Except as expressly amended and modified by this Second Amendment, the Note is and shall continue to be in full force and effect in accordance with the terms thereof.

 

2.2 This Second Amendment may be executed by the parties hereto in counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. The parties may execute facsimile copies of this Second Amendment and delivery by facsimile or electronic mail shall be deemed to be delivery of an executed Second Amendment.

 

2.3 The headings contained in this Second Amendment are for ease of reference only and shall not be considered in construing this Second Amendment.

 

[Rest of the page intentionally left blank; signature page follows]

 

 

IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed by its authorized representative as of the date set forth above.

	COMPANY:
	Calidi Biotherapeutics, Inc.
	By:
	Name:	Allan J. Camaisa
	Title:	Chief Executive Officer

 

	HOLDER:
	[****]
	By:
	Name:	[****]
	Title:	[****]

 

 

v3.24.1

Cover	Mar. 28, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 28, 2024
Entity File Number	001-40789
Entity Registrant Name	Calidi Biotherapeutics, Inc.
Entity Central Index Key	0001855485
Entity Tax Identification Number	86-2967193
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4475 Executive Dr.
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	(858)
Local Phone Number	794-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock Par Value 0. 0001 Per Share [Member]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	CLDI
Security Exchange Name	NYSEAMER
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Common Stock At Exercise Price Of 11. 50 Per Share [Member]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	CLDIWS
Security Exchange Name	NYSEAMER

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