Tony Kalajian - Sep 12, 2023 Form 3 Insider Report for Calidi Biotherapeutics, Inc. (FLAG)

Role
Chief Acctg Officer, Int. CFO
Signature
/s/ Wendy Pizarro, Attorney-in-fact for Tony Kalajian
Stock symbol
FLAG
Transactions as of
Sep 12, 2023
Transactions value $
$0
Form type
3
Date filed
9/25/2023, 06:39 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FLAG Common Stock 279K Sep 12, 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding FLAG Incentive Stock Options (right to buy) Sep 12, 2023 Common Stock 15.6K $2.40 Direct F3, F4, F5
holding FLAG Incentive Stock Options (right to buy) Sep 12, 2023 Common Stock 22.8K $4.01 Direct F3, F4, F6
holding FLAG Incentive Stock Options (right to buy) Sep 12, 2023 Common Stock 60.7K $7.11 Direct F3, F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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)
F2 (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.
F3 The Reporting Person was originally granted 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)
F4 (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.
F5 These Incentive 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.
F6 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.
F7 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.

Remarks:

Exhibit 24 - Power of Attorney