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