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Calidi Biotherapeutics(CLDI) - 2021 Q3 - Quarterly Report

Financial Performance - The company incurred a net loss of approximately 1.2millionforthethreemonthsendedSeptember30,2021,andatotalnetlossofapproximately1.2 million for the three months ended September 30, 2021, and a total net loss of approximately 1.1 million from inception through September 30, 2021, primarily due to general and administrative expenses[121]. - The company has incurred significant costs related to its financing and acquisition plans and lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[124]. Initial Public Offering - The company completed its Initial Public Offering on September 14, 2021, raising approximately 230millionfromthesaleof23,000,000unitsat230 million from the sale of 23,000,000 units at 10.00 per unit, with offering costs of approximately 22.5million[115].TheunderwriteroftheIPOisentitledtoadeferreddiscountof22.5 million[115]. - The underwriter of the IPO is entitled to a deferred discount of 0.35 per unit, totaling 8,050,000,whichwillbepayableonlyifaBusinessCombinationiscompleted[128].FinancialPositionAsofSeptember30,2021,thecompanyhad8,050,000, which will be payable only if a Business Combination is completed[128]. Financial Position - As of September 30, 2021, the company had 1,197,342 in operating cash and working capital of 1,957,037[122].ThecompanyhasnolongtermdebtorcapitalleaseobligationsasofSeptember30,2021,buthasamonthlyfeeagreementof1,957,037[122]. - The company has no long-term debt or capital lease obligations as of September 30, 2021, but has a monthly fee agreement of 10,000 for office space and administrative services[126]. - The company has no off-balance sheet arrangements or obligations as of September 30, 2021[141]. Business Combination - The company has until September 14, 2022, to complete a Business Combination, with the possibility of extending this period to March 14, 2023[118]. - The company has entered into a forward purchase agreement with Franklin Strategic Series 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[132]. Warrants - The company has issued 14,897,155 warrants, which are classified as liabilities and subject to re-measurement at each balance sheet date[139].