Calidi Biotherapeutics, Inc. (“Calidi”), a clinical-stage
biotechnology company that is pioneering the development of
allogeneic cell-based delivery of oncolytic viruses, today
announced the commitment of $25 million in Series B funding led by
Jackson Investment Group (“JIG”), who has funded an initial
investment of $5 million, and participation from Calidi Cure, LLC,
a consortium of new and existing investors led by Allan Camaisa,
CEO and Chairman of Calidi. The remaining commitment is conditioned
upon the consummation of the previously announced business
combination between First Light Acquisition Group (NYSEAMERICAN:
FLAG) and Calidi. FLAG’s Sponsor and Metric Finance Holdings will
contribute sponsor economics to the Series B investors as part of
the transaction. The financing will enable Calidi to continue the
advancement of its pipeline including CLD-101, CLD-201, and
CLD-202, which utilize a potent allogeneic stem cell and oncolytic
virus combination for use in multiple oncology
indications.
“Calidi’s technology utilizing stem cells to deliver and
potentiate oncolytic viruses is a novel and differentiated approach
to fighting cancer. I am grateful to our new and existing investors
for their support of our mission and look forward to using this
funding to continue pushing the frontiers of stem cells and
oncolytic viral therapies and making a difference in the lives of
patients,” said Allan Camaisa, CEO and Chairman of the Board of
Calidi Biotherapeutics.
“Jackson Investment Group invests in companies and people who we
believe have the potential to make significant impacts in areas of
great unmet need,” said Rick Jackson, Chief Executive Officer of
Jackson Investment Group. “We believe in the promise of Calidi’s
cell-based delivery platform and are excited to support the company
through this next chapter in their continued pursuit of improving
outcomes for patients living with cancer.” JIG, an existing
investor in FLAG, is an Atlanta-based private investment firm with
over $3 billion of assets under management and businesses in the
energy, healthcare, real estate, technology, and bioscience
industries.
Brookline Capital Markets, a division of Arcadia Securities LLC,
acted as the placement agent for the transaction.
About Calidi Biotherapeutics
Calidi Biotherapeutics is a clinical-stage immuno-oncology
company with proprietary technology that is revolutionizing the
effective delivery and potentiation of oncolytic viruses for
targeted therapy against difficult-to-treat cancers. Calidi
Biotherapeutics is advancing in clinical development a potent
allogeneic stem cell and oncolytic virus combination for use in
multiple oncology indications. Calidi’s off-the-shelf, universal
cell-based delivery platforms are designed to protect, amplify, and
potentiate oncolytic viruses currently in development leading to
enhanced efficacy and improved patient safety. Calidi
Biotherapeutics is headquartered in San Diego, California. For
more information, please visit calidibio.com.
About First Light Acquisition Group, Inc. (NYSEAMERICAN:
FLAG) (“FLAG”)
First Light Acquisition Group is a blank check company organized
for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, recapitalization, reorganization, or
other similar business combination with one or more businesses or
entities. The company is sponsored by a group of former industry
and federal leaders with extensive experience operating public
companies and organizations in highly regulated industries, and is
led by Thomas Vecchiolla, Chief Executive Officer of FLAG.
Forward-Looking Statements
This press release contains forward-looking statements for
purposes of the “safe harbor” provisions under the United States
Private Securities Litigation Reform Act of 1995. Terms such as
“anticipates,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predicts,” “project,” “should,” “would” as well as
similar terms, are forward-looking in nature. The forward-looking
statements contained in this discussion are based on Calidi’s
current expectations and beliefs concerning future developments and
their potential effects. There can be no assurance that future
developments affecting Calidi will be those that it has
anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond Calidi’s control) or
other assumptions that may cause actual results or performance to
be materially different from those expressed or implied by these
forward-looking statements. Factors that may cause actual results
to differ materially from current expectations include, but are not
limited to: the failure by Calidi to satisfy one or more conditions
to the commitment to provide Series B funding; the inability or
unwillingness of one or more consortium members to fulfill their
funding commitment; the occurrence of any event, change or other
circumstances that could give rise to the termination of
negotiations and any subsequent definitive agreements with respect
to the Business Combination with FLAG; the outcome of any legal
proceedings that may be instituted against FLAG, Calidi, the
combined company or others following the announcement of the
Business Combination, any private placement financing proposed to
be consummated concurrently with the Business Combination (the
“PIPE”), and any definitive agreements with respect thereto; the
inability to complete the Business Combination due to the failure
to obtain approval of the shareholders of FLAG, the inability to
complete any PIPE or other financing needed to complete the
Business Combination, or to satisfy other conditions to closing;
changes to the proposed structure of the Business Combination that
may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the Business Combination; the ability to meet stock exchange
listing standards following the consummation of the Business
Combination; the risk that the Business Combination disrupts
current plans and operations of Calidi as a result of the
announcement and consummation of the Business Combination; the
ability to recognize the anticipated benefits of the Business
Combination or to realize estimated pro forma results and
underlying assumptions, including with respect to estimated
shareholder redemptions; costs related to the Business Combination;
changes in applicable laws or regulations; the evolution of the
markets in which Calidi competes; the inability of Calidi to defend
its intellectual property and satisfy regulatory requirements; the
ability to implement business plans, forecasts, and other
expectations after the completion of the proposed Business
Combination, and identify and realize additional opportunities; the
risk of downturns and a changing regulatory landscape in the highly
competitive pharmaceutical industry; the impact of potential global
conflicts (including the current conflict in Ukraine) may have on
capital markets or on Calidi’s or FLAG’s business; the impact of
the COVID-19 pandemic on Calidi’s business; and other risks and
uncertainties set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in FLAG’s
final prospectus dated September 9, 2021 and Annual Report on Form
10-K for the year ended December 31, 2021, as filed with the
SEC on March 31, 2022, and the risks and uncertainties
indicated in the Registration Statement and the definitive proxy
statement to be delivered to FLAG’s shareholders, including those
set forth under “Risk Factors” therein, and other documents filed
or to be filed with the SEC by FLAG.
Additional Information and Where to Find It
FLAG has filed with the SEC a registration statement on Form S-4
(as may be amended from time to time, the “Registration
Statement”), which includes a preliminary proxy statement of FLAG,
and a prospectus in connection with the proposed business
combination transaction (the “Business Combination”) involving FLAG
and Calidi. The definitive proxy statement and other relevant
documents will be mailed to FLAG shareholders as of a record date
to be established for voting on the Business Combination as well as
other proposals. FLAG securityholders and other interested persons
are advised to read, when available, the preliminary proxy
statement/prospectus, and amendments thereto, and the definitive
proxy statement/prospectus in connection with FLAG’s solicitation
of proxies for the special meetings to be held to approve the
Business Combination because these documents will contain important
information about FLAG, Calidi, and the Business Combination.
Investors, securityholders and other interested persons will also
be able to obtain copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by FLAG, once such documents are filed,
free of charge, on the SEC’s website at www.sec.gov or by directing
a request to: First Light Acquisition Group, Inc., 11110 Sunset
Hills Road #2278, Reston, VA 20190. All information regarding
FLAG’s filings can be found at
https://firstlightacquisition.com/
Participants in the Solicitation
FLAG and Calidi and their respective directors and officers and
other members of management and employees may be deemed
participants in the solicitation of proxies in connection with the
proposed business combination. FLAG shareholders and other
interested persons may obtain, without charge, more detailed
information regarding directors and officers of FLAG in FLAG’s
Annual Report on Form 10-K for the year ended December 31,
2022, as filed with the SEC on March 31, 2023. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies from FLAG’s
shareholders in connection with the proposed business combination
will be included in the definitive proxy statement/prospectus that
FLAG intends to file with the SEC.
No Offer or Solicitation
This press release does not constitute (i) a solicitation
of a proxy, consent or authorization with respect to any securities
or in respect of the proposed Business Combination or (ii) an offer
to sell, a solicitation of an offer to buy, or a recommendation to
buy any security of Calidi, FLAG or any of their respective
affiliates. There shall not be any sale of any securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
laws of such other jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
For Investors:
Stephen Jasper
Gilmartin Group
stephen@gilmartinir.com
or
Brookline Capital Markets
646-603-6716
or
First Light Acquisition Group (FLAG)
info@firstlightacquisition.com
(202) 503-9255
First Light Acquisition (NYSE:FLAG)
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