Calidi Biotherapeutics and First Light Acquisition Group (FLAG) today announced a definitive merger agreement at a pro forma enterprise valuation of approximately $335 million.
Calidi is focused on developing oncolytic viral therapies with stem cell-based delivery platforms to treat a wide range of cancers with significant unmet needs.
If approved, the deal is expected to close in the second quarter of 2023, when Calidi would list on the NYSE American under the ticker CLDI.
Calidi shareholders will be entitled to receive 25 million shares of FLAG common stock, subject to adjustments. After the closing, Calidi shareholders may be entitled to up to 18 million additional shares of FLAG common stock during a five year period, with incremental releases of 4.5 million shares if the trading price of FLAG common stock hits $12, $14, $16 and $18 for a period for any 20 days within any 30 consecutive day trading period. Additionally, holders of the SPAC’s stock who do not redeem their shares may be entitled to their pro rata portion of up to an additional 2 million shares of FLAG stock during a five-year period with incremental releases of up to 500,000 shares if the trading price of FLAG common stock is $12, $14, $16 and $18 for a period for any 20 days within any 30 consecutive day trading period.
Assuming no redemptions and a possible PIPE investment of up to $40 million, Calidi expects to have cash and cash equivalents, prior to transaction expenses, of up to $82 million.
This is not Calidi’s first attempt to reach the altar with a SPAC. Edoc Acquisition called off its plan of merger with Calidi last August, but left the door open to further discussions. Edoc in May 2022 had lowered the aggregate value of the consideration to Calidi from $400 million to $380 million.
First Light two months ago said it would transfer its listing to the NYSE American. FLAG voluntarily delisted from the NYSE in a decision motivated by more favorable thresholds for continued listing on the NYSE American. This followed heavy redemptions of the SPAC’s shares. In September, investors redeemed about 82% of First Light shares on a vote for a deadline extension of up to a year. Read more.
