Workflow
Calidi Biotherapeutics(CLDI) - 2022 Q3 - Quarterly Report
CLDICalidi Biotherapeutics(CLDI)2022-11-13 16:00

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of approximately 0.5million,withgeneralandadministrativeexpensesof0.5 million, with general and administrative expenses of 0.7 million and a gain of 1.1milliononmarketablesecuritiesheldinthetrustaccount[112].−FortheninemonthsendedSeptember30,2022,thecompanyachievedanetincomeofapproximately1.1 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 1.6millioningeneralandadministrativeexpenses[114].−Thecompanyhadanetlossofapproximately1.6 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 1.1million[113].CashandCapitalStructure−AsofSeptember30,2022,thecompanyhad1.1 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].−Thecompanyraisedapproximately860,553 [116]. - The company raised approximately 230 million from its Initial Public Offering, with offering costs totaling approximately 22.5million[108].−TheunderwriteroftheIPOisentitledtoadeferredfeeof22.5 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].