First Light Acquisition in a regulatory filing called an Aug. 22 meeting for shareholders to vote on the proposed business combination with Calidi Biotherapeutics. The target is focused on developing oncolytic viral therapies with stem cell-based delivery platforms to treat a wide range of cancers with significant unmet needs.
As announced in January, the deal has a pro forma enterprise valuation of approximately $335 million.
The $250 million aggregate consideration to be paid to Calidi investors is subject to adjustment, including a reduction of up to $25 million under the net debt adjustment provisions of the merger agreement. This covers the $25 million in Series B financing that Calidi secured and announced in June.
For five years post-merger, Calidi Stockholders may be entitled to receive up to 18 million additional shares with four incremental releases of 4.5 million shares if the stock price hits certain milestones.
This is not Calidi’s first attempt to reach the altar with a SPAC. Edoc Acquisition called off its plan of merger with Calidi a year ago. Edoc in May 2022 had lowered the aggregate value of the consideration to Calidi from $400 million to $380 million. Read more.
