Business combination transaction with Calidi Biotherapeutics anticipated to be completed on September 12, 2023
Gross proceeds made available to Calidi Biotherapeutics from transaction will total approximately $28 million, including funds held in First Light Acquisition Group's trust account before deducting transaction expenses and debt repayments
In addition, Calidi secured a forward purchase agreement for up to $10 million with a consortium including Meteora Capital LLC, Great Point Capital LLC, and Funicular Funds, LP
Listed company to be named Calidi Biotherapeutics, Inc.
Common stock and warrants approved for listing on the New York Stock Exchange American under the ticker symbols "CLDI" and "CLDI WS," respectively; expected to begin trading on September 13, 2023
NEW YORK, Sept. 11, 2023 (GLOBE NEWSWIRE) -- First Light Acquisition Group, Inc. (NYSE:FLAG) ("FLAG") today announced that it anticipates completing its business combination with Calidi Biotherapeutics on September 12, 2023. The common stock and warrants of Calidi have been approved for listing on the New York Stock Exchange American under the ticker symbols "CLDI" and "CLDI WS," respectively, and are expected to commence trading on September 13, 2023. FLAG shareholders approved the transaction on September 1, 2023, following approval by Calidi shareholders. Calidi's existing management team, including Chief Executive Officer and Chairman, Allan Camaisa, will lead the combined company.
As a result of this business combination, gross proceeds made available to Calidi Biotherapeutics, prior to the payment of transaction expenses and debt repayments, are approximately $28 million, which consists of $25 million in a private capital raise, cash proceeds of approximately $1 million from FLAG's trust account, and approximately $2 million in PIPE and non-redemption agreements. Estimated transaction expenses and debt repayments include approximately $13 million and, in addition thereto, a $5 million working capital adjustment for expenses incurred prior to closing. In addition, Calidi announced a forward purchase agreement with a consortium including Meteora Capital LLC, Great Point Capital LLC, and Funicular Funds, LP for up to $10 million.
The description of the business combination contained herein is only a high-level summary and is qualified in its entirety by reference to the underlying documents filed with the U.S. Securities and Exchange Commission. A more detailed description of the terms of the transaction has been provided in a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission by First Light Acquisition Group.
Advisors
Brookline Capital Markets, a Division of Arcadia Securities, LLC, acted as placement agent for the private capital raise, a Calidi Series B Preferred Stock Financing, and as an advisor to First Light Acquisition Group, Inc. Lewis Brisbois Bisgaard & Smith LLP acted as legal ...