4//SEC Filing
Vecchiolla Thomas A. 4
Accession 0000899243-23-019094
CIK 0001855485other
Filed
Sep 13, 8:00 PM ET
Accepted
Sep 14, 9:00 PM ET
Size
14.3 KB
Accession
0000899243-23-019094
Insider Transaction Report
Form 4
Vecchiolla Thomas A.
Director
Transactions
- Other
Class B Common Stock, par value $0.0001 per share
2023-09-12+6,000→ 6,000 total→ Class A Common Stock, par value $0.0001 per share (6,000 underlying) - Conversion
Common Stock, par value $0.0001 per share
2023-09-12+6,000→ 6,000 total - Conversion
Class B Common Stock, par value $0.0001 per share
2023-09-12−6,000→ 0 total→ Class A Common Stock, par value $0.0001 per share (6,000 underlying) - Other
Warrants
2023-09-12+66,667→ 66,667 totalExercise: $11.50Exp: 2028-09-12→ Common Stock, par value $0.0001 per share (66,667 underlying)
Holdings
- 343,687(indirect: See Note)
Common Stock, par value $0.0001 per share
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
First Light Acquisition Group, Inc.
CIK 0001855485
Entity typeother
Related Parties
1- filerCIK 0001858528
Filing Metadata
- Form type
- 4
- Filed
- Sep 13, 8:00 PM ET
- Accepted
- Sep 14, 9:00 PM ET
- Size
- 14.3 KB