Thomas Vecchiolla - Sep 12, 2023 Form 4 Insider Report for First Light Acquisition Group, Inc. (CLDI)

Role
Director
Signature
/s/ Thomas A. Vecchiolla
Stock symbol
CLDI
Transactions as of
Sep 12, 2023
Transactions value $
$0
Form type
4
Date filed
9/14/2023, 10:00 PM
Previous filing
Oct 1, 2021
Next filing
Dec 26, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CLDI Common Stock, par value $0.0001 per share Conversion of derivative security +6K 6K Sep 12, 2023 Direct F1
holding CLDI Common Stock, par value $0.0001 per share 344K Sep 12, 2023 See Note F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CLDI Class B Common Stock, par value $0.0001 per share Other +6K 6K Sep 12, 2023 Class A Common Stock, par value $0.0001 per share 6K Direct F3, F4
transaction CLDI Class B Common Stock, par value $0.0001 per share Conversion of derivative security -6K -100% 0 Sep 12, 2023 Class A Common Stock, par value $0.0001 per share 6K Direct F1, F3, F4
transaction CLDI Warrants Other +66.7K 66.7K Sep 12, 2023 Common Stock, par value $0.0001 per share 66.7K $11.50 Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In accordance with the Agreement and Plan of Merger, dated January 9, 2023 and as thereafter amended (the "Merger Agreement"), by and among First Light Acquisition Group, Inc. ("FLAG"), Calidi Biotherapeutics, Inc., a Nevada Corporation ("Old Calidi"), FLAG Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of FLAG, First Light Acquisition Group, LLC (the "Sponsor"), in the capacity as representative for the stockholders of FLAG and Allan Camaisa, in the capacity as representative of the stockholders of Old Calidi, on September 12, 2023, in connection with the closing of the transactions contemplated by the Merger Agreement (the "Closing"), 6,000 shares of Class B common stock of FLAG directly owned by the Reporting Person converted automatically, on a one-for-one basis, into 6,000 shares of Class A common stock of FLAG. FLAG then changed its name to Calidi Biotherapeutics, Inc. ("New Calidi") and the Class A common stock was designated common stock.
F2 Through limited liability company interest in the Sponsor, the Reporting Person has an indirect economic interest in 343,687 shares of common stock of New Calidi.
F3 Acquired in connection with the transactions contemplated by the Merger Agreement and in satisfaction of a promissory note issued by FLAG to the Reporting Person.
F4 Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.
F5 Each warrant is exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of Class A Common Stock for $11.50 per share. The material conditions to exercise were satisfied upon the Closing, and the warrants by their terms become exercisable (including by cash settlement) 30 days following the Closing.