The deal was already approved by FLAG shareholders during a special meeting on September 1, but at that time, the parties did not share a proposed timeline for the transaction’s closing.
Prior to the payment of transaction expenses and debt repayments, Calidi will receive gross proceeds of approximately $28 million. The proceeds consist of $25 million in a private capital raise, cash proceeds of approximately $1 million from FLAG’s trust account, and approximately $2 million in PIPE and non-redemption agreements.
Estimated transaction expenses and debt repayments include approximately $13 million and a $5 million working capital adjustment for expenses incurred prior to closing.
Additionally, Calidi recently entered into a forward purchase agreement with a consortium including Meteora Capital LLC, Great Point Capital LLC, and Funicular Funds, LP for up to $10 million.
Calidi’s common stock and warrants have been approved for listing on the NYSE under the ticker symbols “CLDI” and “CLDI WS,” respectively, and are expected to start trading on September 13.
The two sides initially announced their $335 million combination in January. La Jolla, California-based Calidi Biotherapeutics is a clinical-stage immuno-oncology company with proprietary technology that delivers oncolytic viruses for targeted therapy against difficult-to-treat cancers.
In July, it announced that the first brain cancer patient had begun receiving treatment using Calidi’s CLD-101 drug candidate as a part of its Phase I trials. Calidi’s existing management team, including Chief Executive Officer and Chairman, Allan Camaisa, will lead the combined company.