0000899243-23-019094.txt : 20230914
0000899243-23-019094.hdr.sgml : 20230914
20230914210010
ACCESSION NUMBER: 0000899243-23-019094
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230912
FILED AS OF DATE: 20230914
DATE AS OF CHANGE: 20230914
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Vecchiolla Thomas A.
CENTRAL INDEX KEY: 0001858528
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40789
FILM NUMBER: 231256425
MAIL ADDRESS:
STREET 1: 601 QUEEN STREET
CITY: ALEXANDRIA
STATE: VA
ZIP: 22314
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: First Light Acquisition Group, Inc.
CENTRAL INDEX KEY: 0001855485
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 862967193
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 11110 SUNSET HILLS ROAD #2278
CITY: RESTON
STATE: VA
ZIP: 20190
BUSINESS PHONE: 202-503-9255
MAIL ADDRESS:
STREET 1: 11110 SUNSET HILLS ROAD #2278
CITY: RESTON
STATE: VA
ZIP: 20190
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-09-12
0
0001855485
First Light Acquisition Group, Inc.
CLDI
0001858528
Vecchiolla Thomas A.
11110 SUNSET HILLS ROAD #2278
RESTON
VA
20190
1
0
0
0
0
Common Stock, par value $0.0001 per share
2023-09-12
4
C
0
6000
A
6000
D
Common Stock, par value $0.0001 per share
343687
I
See Note
Class B Common Stock, par value $0.0001 per share
2023-09-12
4
J
0
6000
A
Class A Common Stock, par value $0.0001 per share
6000
6000
D
Class B Common Stock, par value $0.0001 per share
2023-09-12
4
C
0
6000
D
Class A Common Stock, par value $0.0001 per share
6000
0
D
Warrants
11.50
2023-09-12
4
J
0
66667
A
2028-09-12
Common Stock, par value $0.0001 per share
66667
66667
D
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.
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.
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.
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.
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.
/s/ Thomas A. Vecchiolla
2023-09-14