First Light Acquisition said it postponed today’s shareholder vote on whether to merge with Calidi Biotherapeutics. The meeting will be reconvened Thursday at 10:30 a.m. Eastern.
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 in incremental releases if the stock price hits certain milestones.
This is not Calidi’s first attempt to go public via a SPAC transaction. 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.
