8 CLD-400 (RTNova) for certain lung cancer and Metastatic Solid Tumors, Our pre-clinical program involving enveloped oncolytic viruses is in the discovery phase of development and builds upon our research of using cells to protect, potentiate and deliver virotherapies. Our CLD-400 platform is derived from the research conducted in our prior pre-clinical CLD-202 program. The RTNova platform utilizes an engineered vaccinia virus enveloped by a cell membrane, that is potentially capable of targeting lung cance ...

SAN DIEGO--(BUSINESS WIRE)--Calidi Biotherapeutics, Inc. (NYSEAM: CLDI) (“Calidi”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced an upcoming presentation to provide details on the development of the Company’s systemic enveloped oncolytic virotherapy platform which has the potential to provide a universal treatment for a broad range of advanced tumor types. Stephen Thesing, Chief Business Officer of Calidi, will be presenting at the Biocom Gl ...

On October 27, 2022, the California Institute for Regenerative Medicine ("CIRM") approved Calidi's application for a CIRM grant for Calidi's continued development of the SNV1 program. CIRM awarded Calidi approximately $3.1 million of CIRM funding conditioned that Calidi co-fund approximately $0.8 million under the requirements of the CIRM application. On December 28, 2022, Calidi received the Notice of Award from CIRM for this grant and Calidi expects to be able to draw the funds over the next 18 months bas ...

The Company established the initial fair value for the warrants on September 14, 2021, the date of the consummation of the Company's IPO. The Company used a lattice model and Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based ...

For the quarterly period ended March 31, 2023 Delaware 86-2967193 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) Securities registered pursuant to Section 12(g) of the Act: None Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ As of May 15, 2023, there were 4,128,024 shares of the Company's Class A common stock, par value $0.0001 per share, and 5,750,000 shares of the Company's Class B common stock, par value $0.0001, issued an ...

Title of each classTrading Symbol(s)Name of each exchange on which registered Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant Shares of Class A common stock, par value $0.0001 per share FLAG NYSE American LLC FLAGW NYSE American LLC (Mark One) OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FLAGU NYSE American LLC Redeemable warrants included as part of the units, each whole warrant exercisable for on ...

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of approximately $0.5 million, with general and administrative expenses of $0.7 million and a gain of $1.1 million on marketable securities held in the trust account [112]. - For the nine months ended September 30, 2022, the company achieved a net income of approximately $6.1 million, offset by $1.6 million in general and administrative expenses [114]. - The company had a net loss of approximately $0.8 million for the three months ended September 30, 2021, primarily due to general and administrative expenses of $1.1 million [113]. Cash and Capital Structure - As of September 30, 2022, the company had $39,944 in operating cash and a working capital deficit of $860,553 [116]. - The company raised approximately $230 million from its Initial Public Offering, with offering costs totaling approximately $22.5 million [108]. - The underwriter of the IPO is entitled to a deferred fee of $8,050,000, payable only upon the completion of a Business Combination [126]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2022 [120]. Business Combination and Financing - The company has until December 14, 2022, to consummate a Business Combination, with the option to extend to September 14, 2023 [110]. - The company has incurred significant costs in pursuit of its financing and acquisition plans, with no formal agreement for additional funding, although the Sponsor is committed to extend Working Capital Loans as needed [118]. - The company entered into a forward purchase agreement with Franklin for the purchase of 5,000,000 shares of Class A common stock and 2,500,000 warrants for an aggregate price of $50 million [127]. Equity and Liabilities - Class A common stock subject to possible redemption is classified as temporary equity, with a redemption value presented outside of stockholders' equity as of September 30, 2022 [130]. - The net income (loss) per Class A redeemable common stock is calculated using an 80% allocation for Class A and 20% for non-redeemable common stock for the three and nine months ended September 30, 2022 [132]. - The company issued 14,897,155 warrants classified as liabilities, subject to re-measurement at each balance sheet date [133]. - The accounting treatment for warrants requires them to be recorded as liabilities at fair value, with changes recognized in the statement of operations [134]. Internal Controls - Management identified a material weakness in internal controls over financial reporting related to complex financial instruments as of September 30, 2022 [140]. - A remediation plan has been implemented to enhance processes for applying accounting requirements, though results may take time to materialize [142]. - No significant changes in internal control over financial reporting occurred during the fiscal quarter ended September 30, 2022 [143].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to to Commission File Number: 001-40789 FIRST LIGHT ACQUISITION GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 86-2967193 (Sta ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to to Commission File Number: 001-40789 FIRST LIGHT ACQUISITION GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 86-2967193 (St ...

Company Formation and Financial Overview - The company was formed as a blank check company on March 24, 2021, with no operations or identified business combination partner as of December 31, 2021[18]. - The company raised approximately $230 million from its Initial Public Offering, placing the net proceeds in a trust account[28]. - The company completed a private placement of 3,397,155 warrants at $1.50 each, generating gross proceeds of approximately $5.1 million[27]. - The net proceeds from the Initial Public Offering and related sales amount to up to $221,950,000 for completing the initial business combination[184]. Target Markets and Growth Potential - The target markets include aerospace, space, microelectronics, cybersecurity, power & energy, and autonomy & mobility, with significant growth potential[31]. - The U.S. space economy is projected to grow from approximately $385 billion in 2018 to about $1.5 trillion by 2040, representing an annual growth rate of approximately 6%[31]. - Global cybersecurity spending is expected to exceed $140 billion in 2021, driven by ongoing data protection initiatives[32]. Business Combination Strategy - The company aims to identify technology-enabled solutions with high-growth applications in government and commercial markets[19]. - The company is focused on acquiring companies with proprietary technologies and strong management teams that can benefit from its operational expertise[35]. - The initial business combination must involve target businesses with a fair market value equal to at least 80% of the assets held in the Trust Account[37]. - The company intends to use cash from the Initial Public Offering and private placement proceeds to effectuate the initial business combination, which may involve financially unstable or early-stage businesses[42]. Stockholder Rights and Redemption - Public stockholders will have the opportunity to redeem shares of Class A common stock at a per-share price of approximately $10.00, based on the amount in the Trust Account[67]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 upon consummation of the initial business combination[69]. - A majority of the outstanding shares must be voted in favor of the business combination for it to be approved, requiring at least 8,625,001 public shares or 37.5% of the 23,000,000 public shares sold[75]. - The company has a restriction on public stockholders redeeming more than 15% of their public shares without prior consent, aimed at preventing stockholders from blocking business combinations[80]. Risks and Challenges - The company may not have the ability to diversify operations and may focus on a single industry, which could expose it to significant risks[52]. - There is no assurance that key personnel will remain in senior management positions post-business combination, and additional managers may need to be recruited[55]. - The company has identified a material weakness in internal control over financial reporting, which could adversely affect investor confidence and financial results[122]. - The company may face challenges in completing a business combination due to the impact of COVID-19 and market conditions[130]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[113]. - The company is also a "smaller reporting company," which allows for reduced disclosure obligations, potentially complicating comparisons with other public companies[116]. - Compliance with laws and regulations may be difficult and costly, potentially affecting the ability to negotiate and complete the initial business combination[169]. Competition and Market Conditions - Intense competition is expected from other blank check companies, private equity groups, and operating businesses, which may limit the company's ability to acquire larger target businesses[110]. - The company may face intense competition for business combination opportunities, which could hinder the completion of its initial business combination[151]. Financial and Operational Considerations - The company may need to seek stockholder approval for its initial business combination, which could influence the public float of Class A common stock[144][146]. - If the company fails to complete a business combination within the specified time frame, it will cease operations except for winding up and redeeming public shares[142][143]. - The company may face difficulties in maintaining or obtaining the quotation or listing of its securities on a national exchange due to reduced public float from potential share purchases[146][148]. Future Plans and Considerations - The company may continue to seek a different target for the initial business combination if the first proposed combination is not completed[88]. - The company plans to redeem public shares promptly after the 12-month period from the initial public offering, subject to stockholder approval and applicable law[103]. - The company may pursue acquisition opportunities outside of the FLAG team's area of expertise, potentially impacting the evaluation of significant risk factors[178].