First Light Acquisition Group (FLAG) Signs FPA, Secures Shareholder Approval for Calidi Deal
by Nicholas Alan Clayton on 2023-08-29 at 8:28am

First Light Acquisition Group, Inc. (NYSE:FLAG) announced in an 8-K this morning that it has both secured shareholder approval for its combination with Calidi Therapeutics and entered into a forward purchase agreement (FPA) covering up to 340,000 shares to support it.

Its shareholders approved the deal at a special meeting held August 28. It has not yet shared its final redemption figures, but it went into the vote with about 82% of its trust already redeemed in extension votes. Holders of the remaining 4,128,020 public shares would have received $10.49 per share had they opted for redemption this time around.

At least some portion of these shares did not go that way, however. In addition to signing on to the FPA, Meteora Capital Partners agreed to reverse its decision to redeem 129,524 shares as a part of a non-redemption agreement. It is to receive $680,000 in compensation for this move in addition to various incentives structured into the FPA.

Meteora’s ownership is to be capped at 9.9% as a part of these moves unless it waives this and it will be paid the redemption rate minus 0.5% for its share purchases under the FPA. This agreement will hit its valuation date three years after close at which time Meteora will pay the combined company for any shares it still holds.

The investor may also sell shares on the open market before this time and transfer proceeds to the combined company based linked to the stock’s VWAP that is to regularly reset. When Meteora does this before such sales equal the 0.5% shortfall from its initial purchases, Calidi will either pay Meteora the remainder of the shortfall or issue it an equivalent number of shares at 90% of their VWAP price.

Alongside these investments, Meteora has agreed to invest $1.02 million into Calidi Cure in the form of a purchase of Series B preferred stock. Calidi previously sold $25 million in such shares to Jackson Investment Group in June.

The parties have not yet shared a proposed timeline for the deal’s close nor have they confirmed the combination’s $15 million minimum cash condition has been satisfied. First Light currently has until September 14 under its transaction deadline to work out any final kinks.

The two sides initially announced their $335 million combination in January. La Jolla, California-based Calidi Biotherapeutics is a clinical-stage immuno-oncology company with proprietary technology that delivers oncolytic viruses for targeted therapy against difficult-to-treat cancers.

In July, it announced that the first brain cancer patient had begun receiving treatment using Calidi’s CLD-101 drug candidate as a part of its Phase I trials.

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