First Light Acquisition Group, Inc. (“FLAG”) (NYSE American: FLAG),
a special purpose acquisition company, today announced that the
U.S. Securities and Exchange Commission (the “SEC”) has declared
effective FLAG’s registration statement on Form S-4 (as amended to
the date hereof, the “Registration Statement”). The Registration
Statement includes a proxy statement/prospectus for the special
meeting of the stockholders of FLAG in connection with its proposed
combination with Calidi Biotherapeutics, Inc. (“Calidi”), a
clinical-stage biotechnology company that is pioneering the
development of allogeneic cell-based delivery of oncolytic viruses.
FLAG has scheduled the special meeting of stockholders at 10:30
a.m. Eastern Time on August 22, 2023 via live webcast. The proxy
statement/prospectus is available in the Investor Resources section
of FLAG’s website as well as on www.sec.gov.
The effectiveness of the Registration Statement is another
important milestone in the completion of the transaction, which is
currently expected to occur on August 24, 2023, following the
special meeting of stockholders, subject to final stockholder
approval and satisfaction of other conditions.
“We are extremely pleased that the pending business combination
with FLAG will provide us with an opportunity to fund ongoing and
planned clinical trials using our breakthrough technology,” said
Allan Camaisa, CEO and Chairman of Calidi Biotherapeutics. “We
believe our stem cell delivery platform is aligned with recent
initiatives to improve cancer treatment, including President
Biden’s stated Cancer Moonshot goal to reduce cancer death rates
over the next 25 years, and improving the patient experience.”
“We appreciate that our registration statement is now effective
and we are proceeding with a special meeting of FLAG stockholders
on August 22, 2023” said Tom Vecchiolla, Chief Executive Officer of
FLAG. “This is a significant milestone for FLAG and our combination
partner, Calidi Biotherapeutics, as this exciting technology is
introduced to the public market through this merger.”
Holders of FLAG’s common stock as of the close of business on
July 11, 2023 are entitled to vote at the special meeting. The FLAG
Board of Directors unanimously recommends that stockholders vote
“FOR” the business combination proposal with Calidi as well as the
other proposals set forth in the definitive proxy
statement/prospectus.
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.
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 definitive
proxy statement of FLAG, and a prospectus in connection with
the proposed business combination transaction involving FLAG and
Calidi. The definitive proxy statement and other relevant documents
have been mailed to FLAG shareholders as of July 11, 2023, the
record date established for voting on the Business Combination.
FLAG securityholders and other interested persons are advised to
read the definitive proxy statement/prospectus, in
connection with FLAG’s solicitation of proxies for the special
meeting 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.
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 communication 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.
Forward-Looking Statements
This Current Report on Form 8-K 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 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; 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, the PIPE Investment proposed to be
consummated concurrently with the Business Combination, 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 Investment 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,
2022, as filed with the SEC on March 31, 2023, 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.
Contact
ir@firstlightacquisition.com
First Light Acquisition (NYSE:FLAG)
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