S-1/A: Calidi Biotherapeutics Files Amendment No. 3 to Form S-1 Registration Statement
S-1/A
Calidi Biotherapeutics files an amendment to its Form S-1 registration statement to include updated exhibits and legal opinions related to its proposed offering.
Summary
- Calidi Biotherapeutics, Inc. filed Amendment No. 3 to its Form S-1 registration statement with the SEC on April 2, 2024.
- The amendment primarily includes updated exhibits, specifically Exhibits 5.1, 23.1, and 23.2, and refiles Exhibit 10.38.
- No changes were made to Part I or Part II of the original registration statement.
- The registration statement relates to the proposed offer and sale of common stock units, pre-funded units, and placement agent warrants, aiming to raise up to $32.4 million.
- The securities purchase agreement outlines the terms and conditions for the sale of these securities to purchasers.
- Legal opinions from Lewis Brisbois Bisgaard & Smith LLP confirm the validity and binding nature of the offered securities.
- The filing includes consents from Marcum LLP, the independent registered public accounting firm, for the inclusion of their audit report.
Sentiment
Score: 7
Explanation: The document is a standard regulatory filing related to a securities offering. The sentiment is neutral as it primarily contains factual information and legal opinions.
Positives
- Legal counsel has provided opinions confirming the validity and binding nature of the securities being offered.
- The company has obtained consent from its independent auditor for the inclusion of their report in the registration statement.
Future Outlook
The company intends to use the net proceeds from the sale of securities for working capital purposes.
Industry Context
This offering is part of Calidi Biotherapeutics' strategy to raise capital for its operations and further develop its biotherapeutic products.
Stakeholder Impact
- The offering will provide the company with additional capital, potentially benefiting shareholders through increased growth opportunities.
- The offering could dilute existing shareholders' ownership.
Next Steps
- The company will proceed with the offering of securities after the registration statement is declared effective.
- The company will apply to list the shares and warrant shares on the relevant trading market.
Key Dates
| Date | Description |
|---|---|
| January 9, 2023 | Agreement and Plan of Merger dated January 9, 2023, by and among First Light Acquisition Group, Inc., FLAG Merger Sub, Inc., Calidi, First Light Acquisition Group, LLC and Allan Camaisa |
| February 9, 2023 | Amendment No. 1, dated as of February 9, 2023, to Agreement and Plan of Merger, dated as of January 9, 2023, by and among First Light Acquisition Group, Inc., FLAG Merger Sub, Inc., Calidi, First Light Acquisition Group, LLC and Allan Camaisa |
| March 1, 2023 | Employment Agreement, dated March 1, 2023 by and between Calidi and Boris Minev, M.D. |
| June 16, 2023 | Amendment No. 2, dated as of June 16, 2023, to Agreement and Plan of Merger, dated as of January 9, 2023, by and among First Light Acquisition Group, Inc., FLAG Merger Sub, Inc., Calidi, First Light Acquisition Group, LLC and Allan Camaisa |
| September 12, 2023 | Amendment to Warrant Agreement dated September 12, 2023, among Calidi Biotherapeutics, Inc., Continental Stock Transfer & Trust Company and Equiniti Trust Company, LLC. |
| October 25, 2023 | Employment Agreement, dated October 25, 2023 by and between Calidi and Andrew Jackson |
| January 26, 2024 | Convertible Promissory Note Purchase Agreement dated January 26, 2024 |
| January 29, 2024 | Original filing date of the Registration Statement on Form S-1 |
| March 8, 2024 | Settlement Agreement dated March 8, 2024 |
| March 15, 2024 | Date of Marcum LLP's audit report on Calidi Biotherapeutics, Inc.'s consolidated financial statements |
| April 1, 2024 | Amendment No. 2 to Form S-1 filed on April 1, 2024 |
| April 2, 2024 | Filing date of Amendment No. 3 to Form S-1 |
Keywords
S-1, registration statement, securities, offering, common stock, warrants, Calidi Biotherapeutics, Amendment
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