0001493152-23-033637.txt : 20230925 0001493152-23-033637.hdr.sgml : 20230925 20230925183906 ACCESSION NUMBER: 0001493152-23-033637 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20230912 FILED AS OF DATE: 20230925 DATE AS OF CHANGE: 20230925 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Camaisa Allan CENTRAL INDEX KEY: 0001990674 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40789 FILM NUMBER: 231276869 MAIL ADDRESS: STREET 1: 4475 EXECUTIVE DRIVE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AJC Capital, LLC CENTRAL INDEX KEY: 0001991030 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40789 FILM NUMBER: 231276868 BUSINESS ADDRESS: STREET 1: 2711 CENTERVILLE ROAD, SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 858-794-9600 MAIL ADDRESS: STREET 1: 2711 CENTERVILLE ROAD, SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jamir Trust CENTRAL INDEX KEY: 0001991013 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40789 FILM NUMBER: 231276867 BUSINESS ADDRESS: STREET 1: 241 RIDGE STREET, SUITE 100 CITY: RENO STATE: NV ZIP: 89501 BUSINESS PHONE: 858-794-9600 MAIL ADDRESS: STREET 1: 241 RIDGE STREET, SUITE 100 CITY: RENO STATE: NV ZIP: 89501 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Calidi Biotherapeutics, 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: 4475 EXECUTIVE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-794-9600 MAIL ADDRESS: STREET 1: 4475 EXECUTIVE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: First Light Acquisition Group, Inc. DATE OF NAME CHANGE: 20210406 3 1 ownership.xml X0206 3 2023-09-12 0 0001855485 Calidi Biotherapeutics, Inc. CLDI 0001990674 Camaisa Allan C/O CALIDI BIOTHERAPEUTICS, INC. 4475 EXECUTIVE DRIVE, SUITE 200 SAN DIEGO CA 92121 1 1 1 0 CEO, President and Chairman 0001991030 AJC Capital, LLC 2711 CENTERVILLE ROAD, SUITE 400 WILMINGTON DE 19808 0 0 1 0 0001991013 Jamir Trust 241 RIDGE STREET, SUITE 100 RENO NV 89501 0 0 1 0 Common Stock 65565 D Common Stock 2802326 I By AJC Capital LLC Common Stock 6096630 I By Jamir Trust Non-Qualified Stock Options (right to buy) 7.11 2032-02-01 Common Stock 40114 D Incentive Stock Options (right to buy) 7.11 2032-02-01 Common Stock 24329 D Non-Qualified Stock Options (right to buy) 0.48 2026-07-01 Common Stock 332990 I By AJC Capital LLC Non-Qualified Stock Options (right to buy) 0.6 2026-07-01 Common Stock 41624 I By AJC Capital LLC Non-Qualified Stock Options (right to buy) 0.6 2026-07-01 Common Stock 416237 I By AJC Capital LLC Non-Qualified Stock Options (right to buy) 0.6 2027-01-01 Common Stock 416237 I By AJC Capital LLC Non-Qualified Stock Options (right to buy) 0.6 2028-01-01 Common Stock 416237 I By AJC Capital LLC Non-Qualified Stock Options (right to buy) 0.6 2029-01-01 Common Stock 416237 I By AJC Capital LLC Non-Qualified Stock Options (right to buy) 2.4 2030-01-01 Common Stock 416237 I By AJC Capital LLC Non-Qualified Stock Options (right to buy) 2.4 2031-03-30 Common Stock 104059 I By AJC Capital LLC Non-Qualified Stock Options (right to buy) 4.01 2031-12-02 Common Stock 83247 I By AJC Capital LLC Non-Qualified Stock Options (right to buy) 4.01 2031-12-02 Common Stock 104059 I By AJC Capital LLC Warrants 11.5 2028-09-12 Common Stock 469719 D Reflects shares of common stock, par value $0.0001 per share (the "Common Stock"),of Calidi Biotherapeutics, Inc.(f/k/a First Light Acquisition Group, Inc.), a Delaware corporation ("New Calidi" or the "Issuer"). Pursuant to the Agreement and Plan of Merger, dated January 9, 2023, as amended on February 9, 2023 and June 16, 2023 (the "Merger Agreement"), by and among First Light Acquisition Group, Inc. ("FLAG"), FLAG Merger Sub, Inc. ("Merger Sub"), First Light Acquisition Group, LLC, Allan Camaisa and Calidi Biotherapeutics, Inc., a Nevada corporation ("Old Calidi"), on September 12, 2023, Merger Sub merged with and into Old Calidi, with Old Calidi surviving the merger as a wholly-owned subsidiary of the Issuer (such merger and the other transactions contemplated by the Merger Agreement, the "Business Combination"). Upon the consummation of the Business Combination, (the "Closing"), (cont'd. in FN 2) (cont'd from FN 1) each share of common stock of Old Calidi (the "Old Calidi Common Stock") outstanding as of the time of the merger (the "Effective Time") converted into the right to receive approximately 0.41 share (the "Conversion Ratio") of the Issuer's Common Stock. The Reporting Person was originally granted Non-Qualified Stock Options by Old Calidi (the "Calidi Options"), which was assumed by the Issuer at the Effective Time and automatically converted into options exercisable for the Issuer's Common Stock (the "Assumed Options"), subject to the terms and conditions set forth in the Old Calidi 2016 Equity Incentive Plan, as amended from time to time, and the Old Calidi 2019 Equity Incentive Plan, as amended from time to time (together, the "Calidi Equity Incentive Plan"). Each Assumed Option has the right to acquire a number of shares of Issuer's Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Old Calidi Common Stock subject to such Calidi Option immediately prior to the Effective Time, (cont'd in FN 4) (cont'd from FN 3) multiplied by (B) the Conversion Ratio; (1) at an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of such Calidi Option immediately prior to the Effective Time, divided by (B) the Conversion Ratio; and (2) subject to the same vesting schedule as such Calidi Option. The exercise price and the number of shares of Issuer's Common Stock underlying the Assumed Options reflects the Conversion Ratio adjustment made in connection with the Closing. These Non-Qualified Stock Options were granted on February 1, 2022 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest monthly in equal installments over four years from the grant date, subject to the Reporting Person's continued service to the Issuer on each vesting date. These Incentive Stock Options were granted on February 1, 2022 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest monthly in equal installments over four years from the grant date, subject to the Reporting Person's continued service to the Issuer on each vesting date. These Non-Qualified Stock Options were granted on July 1, 2016 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options are fully vested. These Non-Qualified Stock Options were granted on July 1, 2016 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options are fully vested. These Non-Qualified Stock Options were granted on July 1, 2016 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options are fully vested. These Non-Qualified Stock Options were granted on January 1, 2017 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options are fully vested. These Non-Qualified Stock Options were granted on January 1, 2018 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options are fully vested. These Non-Qualified Stock Options were granted on January 1, 2019 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options are fully vested. These Non-Qualified Stock Options were granted on January 1, 2020 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest over four years as follows (i) 25% vesting on the one year anniversary of the grant date, and (ii) the remaining 75% of such shares vesting monthly in equal installments over the next three years, subject to the Reporting Person's continued service to the Issuer on each vesting date. These Non-Qualified Stock Options were granted on March 30, 2021 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest monthly in equal installments over four years from the grant date, subject to the Reporting Person's continued service to the Issuer on each vesting date. These Non-Qualified Stock Options were granted on December 2, 2021 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest monthly in equal installments over four years from the grant date, subject to the Reporting Person's continued service to the Issuer on each vesting date. These Non-Qualified Stock Options were granted on December 2, 2021 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest over monthly in equal installments over four years from the grant date, subject to the Reporting Person's continued service to the Issuer on each vesting date. Represents FLAG private placement warrants transferred to Allan Camaisa pursuant to a warrant transfer agreement entered into in connection with the Business Combination, pursuant to which the sponsors of FLAG agreed to transfer to certain investors, pay expenses or otherwise reduce costs incurred in connection with the Business Combination, or in connection with other pre-closing operating costs of FLAG. Upon the consummation of the Business Combination, the sponsors of FLAG transferred to Allan Camaisa FLAG Private Placement Warrants representing a right to acquire 469,719 shares of the Issuer's Common Stock (the "Warrant") at a price per Warrant of $1.50. The warrants have an initial exercise price of $11.50 per share, subject to adjustment set forth in the warrant agreement, and terminates on a date that is five (5) years after the date on which the Issuer completes its initial Business Combination, which occurred on September 12, 2023. Directly held by AJC Capital LLC. Mr. Camaisa is the managing and sole member of AJC Capital LLC, and may be deemed to beneficially own the securities held by AJC Capital, LLC. Directly held by Jamir Trust. Mr. Camaisa is the sole trustee of Jamir Trust, and may be deemed to beneficially own the securities held by Jamir Trust. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. Exhibit 24.1 - Power of Attorney for Allan Camaisa; Exhibit 24.2 - Power of Attorney for AJC Capital, LLC. Exhibit 24.3 - Power of Attorney for Jamir Trust Wendy Pizarro, Attorney-in-fact for Allan Camaisa 2023-09-25 Wendy Pizarro, Attorney-in-fact for AJC Capital LLC 2023-09-25 Wendy Pizarro, Attorney-in-fact for Jamir Trust 2023-09-25 EX-24.1 2 ex24-1.htm

 

Exhibit 24.1

 

LIMITED POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Wendy Pizarro or Tony Kalajian, in their capacity as executive officers, and Michael Cava, in his capacity as corporate counsel, of Calidi Biotherapeutics, Inc., each of them acting singly and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)Prepare and execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer or director or both of Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;
(2)Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation the filing of any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC; and
(3)Take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 22th day of September, 2023.

 

 

/s/ Allan Camaisa

  SIGNATURE
   
   
  Allan Camaisa

 

 

 

 

 

 EX-24.2 3 ex24-2.htm

 

Exhibit 24.2

 

LIMITED POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Wendy Pizarro or Tony Kalajian, in their capacity as executive officers, and Michael Cava, in his capacity as corporate counsel, of Calidi Biotherapeutics, Inc., each of them acting singly and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1) Prepare and execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), (a) Forms 3, 4 and 5 (and any amendments thereto), in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder, and (b) Schedule 13D or 13G (including any amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act and the rules thereunder;
   
(2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, complete and execute any amendments thereto, and timely file such form or schedule with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation the filing of any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5, and Schedule 13D or 13G electronically with the SEC; and
   
(3) Take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5, or Schedule 13D or 13G (including any amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 22th day of September, 2023.

 

  AJC Capital, LLC  
   
  By: /s/ Allan Camaisa
    Allan Camaisa, Managing Member

 

 

 EX-24.3 4 ex24-3.htm

 

Exhibit 24.3

 

LIMITED POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Wendy Pizarro or Tony Kalajian, in their capacity as executive officers, and Michael Cava, in his capacity as corporate counsel, of Calidi Biotherapeutics, Inc., each of them acting singly and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)Prepare and execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), (a) Forms 3, 4 and 5 (and any amendments thereto), in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder, and (b) Schedule 13D or 13G (including any amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act and the rules thereunder;

 

(2)Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, complete and execute any amendments thereto, and timely file such form or schedule with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation the filing of any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5, and Schedule 13D or 13G electronically with the SEC; and

 

(3)Take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5, or Schedule 13D or 13G (including any amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 22th day of September, 2023.

 

  Jamir Trust
     
  By: /s/ Allan Camaisa
    Allan Camaisa, Trustee