Core Insights - Calidi Biotherapeutics, Inc. announced a $2 million strategic investment by Dr. Ronald Rigor into its new subsidiary, Nova Cell, to advance its Adult Adipose Allogeneic (AAA) stem cell programs [1][7] - Dr. Rigor also invested an additional $1 million into Calidi to support its oncology pipeline [1] - The global stem cell therapy market is projected to grow from $14.5 billion in 2024 to $31.4 billion by 2030, with Calidi's AAA stem cell technology positioned to lead this market [3] Company Developments - Nova Cell will serve as an exclusive technology service provider for Dr. Rigor to develop innovative stem cell-based products, including anti-aging creams and lotions for the Philippines [2] - Calidi's AAA stem cell technology is expected to generate revenue by supplying stem cells to Dr. Rigor's patients starting in 2025 [3] - The establishment of Nova Cell enhances strategic focus and resource allocation for both Calidi and Nova Cell, with Calidi concentrating on cancer therapies and Nova Cell on regenerative treatments [3] Investment Details - Dr. Rigor's investment includes a $1 million subscription agreement for Calidi common stock at a 10% discount and warrants for 600,000 shares at a 20% premium [7] - The investment aims to unlock the potential of off-the-shelf AAA stem cells through Calidi's advanced cellular manufacturing process [7] Market Position - Calidi Biotherapeutics is a clinical-stage immuno-oncology company utilizing proprietary technology to enhance the immune system's ability to fight cancer [4] - The company has been harvesting AAA stem cells from healthy adult donors for five years, adhering to FDA guidelines, and is now expanding applications beyond oncology to fields like cosmetics and orthopedics [8] - Dr. Rigor, as a leading figure in stem cell therapy in the Philippines, aims to elevate the health and wellness industry through this partnership with Nova Cell [9]

Core Insights - Calidi Biotherapeutics has announced the issuance of a new patent for its SuperNova technology, enhancing its intellectual property portfolio and enabling the advancement of its CLD-201 program into clinical trials [1][3][8] Company Overview - Calidi Biotherapeutics is a clinical-stage biotechnology company focused on developing targeted antitumor virotherapies, utilizing a novel stem cell-based platform to enhance the immune system's ability to fight cancer [10] - The company is headquartered in San Diego, California, and aims to address the unmet need for effective treatments of solid tumors [10] Technology and Innovation - The newly granted patent (U.S. Patent No. 12,036,278) covers methods and compositions related to cancer immunotherapy, specifically combining a smallpox vaccine with adipose-derived mesenchymal stem cells loaded with oncolytic vaccinia virus [8][9] - The patent broadens previously allowed claims to include 21 smallpox vaccine virus strains, which supports the potential of the SuperNova platform to shield viral payloads from the immune system, enhancing delivery to tumor sites [9] Clinical Development - Calidi plans to submit an Investigational New Drug (IND) application to initiate its first-in-human clinical trial for the CLD-201 program, which is an off-the-shelf allogeneic therapy targeting advanced solid tumors [2][3] - The company has reported initial clinical success with its autologous adipose-derived stem cells loaded with vaccinia oncolytic viruses, indicating a promising path forward for its therapies [2]

Core Insights - Calidi Biotherapeutics has appointed Dr. Mark Gilbert, a prominent figure in neuro-oncology, to its Medical Advisory Board, enhancing the board's expertise and membership to eight [9][10]. Company Overview - Calidi Biotherapeutics is a clinical-stage immuno-oncology company focused on developing targeted antitumor virotherapies using proprietary technology to enhance the immune system's ability to combat cancer [6]. - The company utilizes allogeneic stem cells to deliver oncolytic viruses, aiming to treat various oncology indications, including high-grade gliomas and solid tumors [6]. Dr. Mark Gilbert's Background - Dr. Gilbert served as the Chief of the Neuro-Oncology Branch at NIH from 2014 to 2024, where he led significant research in brain tumors and developed innovative clinical trials [2][4]. - His experience includes working at renowned institutions such as MD Anderson and Johns Hopkins, where he completed his medical training and residencies [4]. Potential Impact of Dr. Gilbert's Appointment - Dr. Gilbert expressed enthusiasm for Calidi's therapies, particularly their versatility in addressing rare cancer diseases that affect approximately 25% of cancer patients [3]. - The CEO of Calidi, Allan Camaisa, highlighted that Dr. Gilbert's expertise will guide the company in developing innovative studies and partnerships with national centers of excellence [11].

Financial Performance - Reported a net loss of $7.2 million, or $0.20 per share, for Q1 2024, compared to a net loss of $6.5 million, or $0.75 per share, for the same period in 2023[5] - Cash and restricted cash totaled $1.4 million as of March 31, 2024, down from $2.1 million as of December 31, 2023[8] - Total liabilities increased to $21.98 million as of March 31, 2024, up from $18.25 million as of December 31, 2023[16] Fundraising and Capital - Closed a public offering of 15,197,500 shares of common stock and accompanying warrants, raising gross proceeds of $6.1 million[4] - Anticipates initiating a Phase 1 trial with Northwestern University in Q3 2024, subject to additional capital being raised[18] Research and Development - Research and development expenses were $2.7 million for Q1 2024, compared to $2.6 million for the same period in 2023[13] - Unveiled the RTNova systemic platform, which has demonstrated preclinical ability to resist inactivation by human serum and target diverse tumor types[4] - Plans to present three posters at the 2024 ASCO Annual Meeting, including an update from the ongoing Phase 1 trial of CLD-101 in recurrent high-grade glioma[18] - Presented new data at the AACR Annual Meeting supporting the first-in-class use of stem cells to protect and potentiate antitumor virotherapies[18] General and Administrative Expenses - General and administrative expenses increased to $4.0 million for Q1 2024, up from $2.8 million in the comparable period of 2023[6]

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements and management's analysis of the company's financial condition and results of operations [Item 1. Condensed Consolidated Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) The unaudited condensed consolidated financial statements for Calidi Biotherapeutics, Inc. as of March 31, 2024, show a net loss of **$7.2 million** for the quarter and an accumulated deficit of **$106.8 million**, raising going concern doubts [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of March 31, 2024, shows total assets decreased to **$7.4 million** and total liabilities increased to **$22.0 million**, resulting in a larger stockholders' deficit Balance Sheet Comparison (in thousands) | Metric | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash | $1,143 | $1,949 | | Total Current Assets | $1,936 | $4,303 | | **Total Assets** | **$7,405** | **$10,019** | | Total Current Liabilities | $14,953 | $10,232 | | **Total Liabilities** | **$21,978** | **$18,254** | | **Total Stockholders' Deficit** | **($14,573)** | **($8,235)** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2024, the company reported a net loss of **$7.2 million**, an increase from the prior year, driven by higher operating expenses Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Research and development | ($2,743) | ($2,622) | | General and administrative | ($4,009) | ($2,792) | | **Loss from operations** | **($6,752)** | **($5,414)** | | Total other expenses, net | ($469) | ($1,044) | | **Net Loss** | **($7,225)** | **($6,462)** | | Net loss per share; basic and diluted | ($0.20) | ($0.75) | | Weighted average common shares outstanding | 35,552 | 8,655 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to **$3.8 million** in Q1 2024, partially offset by **$3.0 million** from financing activities, leading to a net cash decrease Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($3,831) | ($3,107) | | Net cash used in investing activities | ($5) | ($137) | | Net cash provided by financing activities | $3,013 | $3,791 | | **Net (decrease) increase in cash** | **($806)** | **$547** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's operations, accounting policies, 'going concern' warning, debt, warrants, and significant post-quarter financing events - The company has experienced recurring losses and negative cash flows, with an accumulated deficit of **$106.8 million** as of March 31, 2024. Management has concluded there is substantial doubt about the company's ability to continue as a going concern for the next 12 months[39](index=39&type=chunk)[64](index=64&type=chunk) - In March 2024, the company entered into a settlement agreement involving the issuance of **$3.5 million** in convertible notes, with **$2.0 million** for cash and **$1.5 million** to settle prior funding claims[5](index=5&type=chunk) - Subsequent to the quarter end, in April 2024, the company closed a public offering for gross proceeds of approximately **$6.1 million**, extended the maturity of several term notes, and repaid a **$1.5 million** convertible note[307](index=307&type=chunk)[308](index=308&type=chunk)[309](index=309&type=chunk) - The company is involved in legal proceedings, including a dispute with a former Chief Accounting Officer and a recently settled matter with physicians regarding stock options, which resulted in the issuance of restricted stock and warrants[233](index=233&type=chunk)[295](index=295&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's clinical-stage status, significant operating losses, and substantial doubt about its going concern ability, highlighting recent financing efforts - The company is a clinical-stage immuno-oncology firm developing stem cell-based platforms (NeuroNova™, SuperNova™) to deliver oncolytic viruses for cancer treatment, with key candidates including CLD-101 for gliomas and CLD-201 for solid tumors[313](index=313&type=chunk)[323](index=323&type=chunk)[324](index=324&type=chunk) - Management explicitly states there is substantial doubt about the company's ability to continue as a going concern, as existing cash as of May 10, 2024, is insufficient to continue operations through June 2024 without raising additional capital[327](index=327&type=chunk)[392](index=392&type=chunk) Q1 2024 vs Q1 2023 Operating Expense Comparison (in thousands) | Expense Category | Q1 2024 | Q1 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Research & Development | $2,743 | $2,622 | $121 | 5% | | General & Administrative | $4,009 | $2,792 | $1,217 | 44% | | **Total Operating Expenses** | **$6,752** | **$5,414** | **$1,338** | **25%** | - To address liquidity issues, the company raised **$3.0 million** from convertible notes in Q1 2024 and an additional **$6.1 million** in gross proceeds from a public offering in April 2024[409](index=409&type=chunk)[509](index=509&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide detailed market risk disclosures and believes it has no significant exposure to interest rate, foreign currency, or inflation risks - As a smaller reporting company, the company is not required to provide detailed disclosures about market risk[445](index=445&type=chunk) - The company does not believe it has significant exposure to interest rate risk, foreign currency risk, or inflation[417](index=417&type=chunk)[439](index=439&type=chunk)[440](index=440&type=chunk) [Item 4. Controls and Procedures](index=61&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2024, with no material changes to internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures were effective as of March 31, 2024[422](index=422&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or were reasonably likely to materially affect, the company's internal controls[423](index=423&type=chunk) [PART II - OTHER INFORMATION](index=61&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers legal proceedings, key risk factors, unregistered equity sales, and other required disclosures [Item 1. Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to litigation, including a recent complaint filed by a former Chief Accounting Officer regarding share restrictions - On May 1, 2024, former CAO Tony Kalajian filed a complaint against the company regarding the restrictive legend on **139,423** shares of Common Stock, seeking damages and an order to remove the legend[348](index=348&type=chunk)[425](index=425&type=chunk) [Item 1A. Risk Factors](index=61&type=section&id=Item%201A.%20Risk%20Factors) Critical risks include insufficient cash for ongoing operations, substantial doubt about going concern, and significant stockholder dilution from future capital raises and price reset features - The company has insufficient cash to continue operations for the next 12 months, raising substantial doubt about its ability to continue as a going concern[427](index=427&type=chunk)[449](index=449&type=chunk) - Future sales of common stock to raise capital will result in significant dilution to existing stockholders and could cause the share price to fall[428](index=428&type=chunk)[450](index=450&type=chunk) - Certain outstanding warrants and convertible notes have exercise or conversion prices that are subject to a reset, which could significantly increase the number of shares issuable and cause further dilution[430](index=430&type=chunk)[451](index=451&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In February 2024, the company issued **50,000** shares of common stock to a consultant, with another **50,000** shares to be issued later, under a registration exemption - On March 25, 2024, the company issued **50,000** shares of common stock to a consultant for marketing services, with another **50,000** shares to be issued later, and the issuance was exempt from registration under Section 4(a)(2) of the Securities Act[432](index=432&type=chunk)[453](index=453&type=chunk) [Item 3. Defaults Upon Senior Securities](index=64&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the period - None[433](index=433&type=chunk)[454](index=454&type=chunk) [Item 4. Mine Safety Disclosures](index=64&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[434](index=434&type=chunk)[462](index=462&type=chunk) [Item 5. Other Information](index=64&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None[435](index=435&type=chunk)[455](index=455&type=chunk) [Item 6. Exhibits](index=65&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including various agreements, officer certifications, and XBRL data files - Exhibits filed include agreements for convertible promissory notes, a settlement agreement, officer certifications, and XBRL interactive data files[436](index=436&type=chunk)[457](index=457&type=chunk)[464](index=464&type=chunk)

Exhibit 99.1 Calidi Biotherapeutics Reports Fourth Quarter and Full-Year 2023 Operating and Financial Results - City of Hope, a leader in cancer research and treatment, was awarded $5.3 million from California Institute for Regenerative Medicine (CIRM) to develop a treatment for metastatic ovarian cancer using Calidi's licensed lead asset, NeuroNova (CLD101) - Announced novel systemic enveloped oncolytic virotherapy platform, RTNova, designed to target diverse tumor types - Strengthened team with the appoin ...

8 CLD-400 (RTNova) for certain lung cancer and Metastatic Solid Tumors, Our pre-clinical program involving enveloped oncolytic viruses is in the discovery phase of development and builds upon our research of using cells to protect, potentiate and deliver virotherapies. Our CLD-400 platform is derived from the research conducted in our prior pre-clinical CLD-202 program. The RTNova platform utilizes an engineered vaccinia virus enveloped by a cell membrane, that is potentially capable of targeting lung cance ...

SAN DIEGO--(BUSINESS WIRE)--Calidi Biotherapeutics, Inc. (NYSEAM: CLDI) (“Calidi”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, today announced an upcoming presentation to provide details on the development of the Company’s systemic enveloped oncolytic virotherapy platform which has the potential to provide a universal treatment for a broad range of advanced tumor types. Stephen Thesing, Chief Business Officer of Calidi, will be presenting at the Biocom Gl ...

PART I - FINANCIAL INFORMATION This section presents Calidi Biotherapeutics, Inc.'s unaudited financial statements and management's analysis [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Calidi Biotherapeutics, Inc.'s unaudited consolidated financial statements and notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents Calidi's financial position, detailing assets, liabilities, and stockholders' deficit Condensed Consolidated Balance Sheets (in thousands) | ASSETS (in thousands) | Sep 30, 2023 (Unaudited) | Dec 31, 2022 | | :-------------------- | :----------------------- | :----------- | | Cash | $10,147 | $372 | | Total current assets | $11,687 | $786 | | Total assets | $18,587 | $2,597 | | LIABILITIES (in thousands) | Sep 30, 2023 (Unaudited) | Dec 31, 2022 | | :-------------------- | :----------------------- | :----------- | | Total current liabilities | $10,873 | $42,989 | | Total liabilities | $19,681 | $43,436 | | Total stockholders' deficit | $(1,094) | $(50,440) | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details Calidi's revenues, operating expenses, and net loss for the periods presented Condensed Consolidated Statements of Operations (in thousands) | Metric (in thousands) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | | :-------------------- | :------------------------------ | :------------------------------ | | Total revenues | $0 | $0 | | Total operating expenses | $(7,221) | $(6,986) | | Loss from operations | $(7,221) | $(6,986) | | Total other income (expenses), net | $5,208 | $1,632 | | Net loss | $(2,024) | $(5,355) | | Net loss per share; basic and diluted | $(0.14) | $(0.63) | | Weighted average common shares outstanding; basic and diluted | 14,310 | 8,566 | | Metric (in thousands) | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------- | :----------------------------- | :----------------------------- | | Total revenues | $0 | $45 | | Total operating expenses | $(19,172) | $(18,485) | | Loss from operations | $(19,172) | $(18,440) | | Total other income (expenses), net | $(1,796) | $783 | | Net loss | $(20,987) | $(17,671) | | Net loss per share; basic and diluted | $(1.98) | $(2.08) | | Weighted average common shares outstanding; basic and diluted | 10,601 | 8,482 | [Condensed Consolidated Statements of Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) This section presents Calidi's net loss and other comprehensive income/loss components for the periods presented Condensed Consolidated Statements of Comprehensive Loss (in thousands) | Metric (in thousands) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | | :-------------------- | :------------------------------ | :------------------------------ | | NET LOSS | $(2,024) | $(5,355) | | Foreign currency translation adjustment | $13 | $(13) | | COMPREHENSIVE LOSS | $(2,011) | $(5,368) | | Metric (in thousands) | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------- | :----------------------------- | :----------------------------- | | NET LOSS | $(20,987) | $(17,671) | | Foreign currency translation adjustment | $10 | $(30) | | COMPREHENSIVE LOSS | $(20,977) | $(17,701) | [Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Convertible%20Preferred%20Stock%20and%20Stockholders'%20Deficit) This section outlines changes in Calidi's convertible preferred stock and stockholders' deficit - As of September 30, 2023, all Convertible Preferred Stock were converted into common stock due to the FLAG Merger, resulting in **no outstanding preferred shares**[152](index=152&type=chunk)[159](index=159&type=chunk) Stockholders' Deficit (in thousands) | Stockholders' Deficit (in thousands) | Dec 31, 2022 | Sep 30, 2023 | | :----------------------------------- | :----------- | :----------- | | Common stock, amount | $2 | $4 | | Additional paid-in capital | $19,928 | $90,249 | | Accumulated other comprehensive loss | $(14) | $(4) | | Accumulated deficit | $(70,356) | $(91,343) | | Total stockholders' deficit | $(50,440) | $(1,094) | - The total number of common stock shares issued and outstanding increased significantly from **8,583,724** as of December 31, 2022, to **35,436,381** as of September 30, 2023, primarily due to the FLAG Merger and conversions[33](index=33&type=chunk)[154](index=154&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents Calidi's cash flows from operating, investing, and financing activities Cash Flow Summary (in thousands) | Cash Flow Activity (in thousands) | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(21,797) | $(9,338) | | Net cash used in investing activities | $(443) | $(333) | | Net cash provided by financing activities | $32,002 | $7,768 | | Net increase (decrease) in cash and restricted cash | $9,775 | $(1,937) | | Cash and restricted cash at end of period | $10,365 | $300 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of Calidi's accounting policies and financial statement components [Note 1. Organization and Nature of Operations](index=10&type=section&id=Note%201.%20Organization%20and%20Nature%20of%20Operations) Calidi is a clinical-stage immuno-oncology company focused on stem cell-based therapies, facing going concern doubts - Calidi is a clinical-stage immuno-oncology company developing novel stem cell-based platforms for oncolytic virus therapies, with key product candidates including **CLD-101** and **CLD-201**[46](index=46&type=chunk) - On September 12, 2023, Calidi completed a merger with First Light Acquisition Group, Inc. (FLAG), with Calidi identified as the **accounting acquirer**[47](index=47&type=chunk) - The company has an accumulated deficit of **$91.3 million** as of September 30, 2023, and used **$21.8 million** in operating activities, raising substantial doubt about its ability to continue as a going concern[54](index=54&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=12&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines Calidi's significant accounting policies, including U.S. GAAP, consolidation, and fair value measurements - The unaudited condensed consolidated financial statements adhere to SEC rules and U.S. GAAP, with historical common share amounts retroactively restated due to the **FLAG Merger's reverse recapitalization**[56](index=56&type=chunk) - Calidi consolidates its wholly-owned subsidiaries and Calidi Cure LLC, identified as a **Variable Interest Entity (VIE)** where Calidi is the primary beneficiary[49](index=49&type=chunk) - Calidi applies the **fair value option (FVO)** to contingently convertible notes and certain term notes, with warrants classified as equity or liability based on terms[65](index=65&type=chunk)[67](index=67&type=chunk) - CIRM grant proceeds of approximately **$0.7 million** and **$2.3 million** were recognized as grant income for the three and nine months ended September 30, 2023, respectively[1](index=1&type=chunk) - Calidi operates as a **single segment**, focusing on research, development, and commercialization of cell-based platforms for oncolytic virus therapies[3](index=3&type=chunk) [Note 3. Merger and Related Transactions](index=22&type=section&id=Note%203.%20Merger%20and%20Related%20Transactions) This note details the FLAG Merger, a reverse recapitalization, including consideration and contingent shares - The FLAG Merger, completed on September 12, 2023, was accounted for as a **reverse recapitalization**, with Calidi identified as the accounting acquirer[5](index=5&type=chunk) - Calidi Security Holders received **27,375,600 shares** of Common Stock as merger consideration, valued at approximately **$250.0 million**, plus a **$23.8 million** net debt adjustment[5](index=5&type=chunk) - Up to **18,000,000 Escalation Shares** may be earned by Calidi Stockholders based on achieving specific stock price hurdles[5](index=5&type=chunk) - Calidi received approximately **$1.8 million** in net cash proceeds from the Trust and **$0.7 million** in cash from non-redeeming shareholders[6](index=6&type=chunk) [Note 4. Fair Value Measurements](index=23&type=section&id=Note%204.%20Fair%20Value%20Measurements) This note details Calidi's fair value measurements for assets and liabilities, including valuation methodologies Fair Value Measurements (in thousands) | Fair Value Measurements (in thousands) | Sep 30, 2023 (Unaudited) | Dec 31, 2022 | | :------------------------------------- | :----------------------- | :----------- | | Restricted cash held in a money market account | $218 | $218 | | Forward Purchase Agreement Derivative Asset | $1,290 | $0 | | Total assets, at fair value | $1,508 | $218 | | Public Warrants | $2,530 | $0 | | Private Placement Warrants | $421 | $0 | | Contingently convertible notes payable | $0 | $1,152 | | SAFEs | $0 | $29,190 | | Total liabilities, at fair value | $2,951 | $30,342 | - The fair value of the Forward Purchase Agreement Derivative Asset decreased from **$4.5 million** at merger closing to **$1.3 million** as of September 30, 2023, due to a decrease in stock price[87](index=87&type=chunk) - Upon the FLAG Merger, all CCNPs, SAFEs, and Series B Convertible Preferred Stock were converted into Calidi common stock and are **no longer outstanding**[70](index=70&type=chunk)[77](index=77&type=chunk)[72](index=72&type=chunk) [Note 5. Selected Balance Sheet Components](index=28&type=section&id=Note%205.%20Selected%20Balance%20Sheet%20Components) This note details selected balance sheet components, including legal settlement liability, accrued expenses, and deferred financing costs - A legal settlement liability of approximately **$0.6 million** as of December 31, 2022, was fully paid following the FLAG Merger, resulting in **no outstanding liability**[118](index=118&type=chunk) Accrued Expenses and Other Current Liabilities (in thousands) | Accrued Expenses and Other Current Liabilities (in thousands) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------------------------------ | :----------- | :----------- | | Accrued compensation | $2,014 | $4,070 | | Accrued vendor and other expenses | $2,967 | $1,277 | | Total accrued expenses and other current liabilities | $4,981 | $5,347 | - Deferred financing costs, including advances for merger transaction costs, were reclassified against **additional paid-in capital** upon the FLAG Merger closing[182](index=182&type=chunk) [Note 6. Machinery and Equipment, net](index=29&type=section&id=Note%206.%20Machinery%20and%20Equipment,%20net) This note details Calidi's machinery and equipment, net of accumulated depreciation, showing an increase in net value Machinery and Equipment (in thousands) | Machinery and Equipment (in thousands) | Sep 30, 2023 | Dec 31, 2022 | | :------------------------------------- | :----------- | :----------- | | Machinery and equipment | $2,022 | $1,518 | | Accumulated depreciation | $(891) | $(631) | | Machinery and equipment, net | $1,131 | $887 | - Depreciation expense was approximately **$0.1 million** for the three months and **$0.3 million** for the nine months ended September 30, 2023[124](index=124&type=chunk) [Note 7. Related Party Transactions](index=29&type=section&id=Note%207.%20Related%20Party%20Transactions) This note outlines significant transactions and investments involving related parties, including debt and equity instruments - Calidi's operations have been funded significantly by related parties, including **AJC Capital** and certain directors, through various debt and equity instruments[192](index=192&type=chunk) Related Party Transaction (in thousands) | Related Party Transaction (in thousands) | Sep 30, 2023 | Dec 31, 2022 | | :--------------------------------------- | :----------- | :----------- | | Convertible notes payable (AJC Capital, Director B, manager) | $19 | $804 | | Term notes payable (AJC Capital, Directors A, E, executive officer's family office) | $1,442 | $1,962 | | SAFEs (AJC Capital, Directors A, D, E, F, officer, manager) | $0 | $4,615 | | Legal settlement liability (Former Executive) | $0 | $640 | | Lease guaranty (AJC Capital) | $163 | $150 | - Upon the FLAG Merger, many related party debt instruments, including convertible notes and SAFEs, were converted into Calidi common stock or settled, **significantly reducing related party liabilities**[183](index=183&type=chunk) [Note 8. Debt](index=31&type=section&id=Note%208.%20Debt) This note details Calidi's outstanding debt obligations, including conversions and amendments post-FLAG Merger Debt (in thousands) | Debt (in thousands) | Sep 30, 2023 | Dec 31, 2022 | | :------------------ | :----------- | :----------- | | Convertible notes payable | $19 | $804 | | Contingently convertible notes payable | $0 | $1,152 | | Term notes payable | $4,280 | $2,469 | | Loans payable | $1,000 | $1,000 | | Total debt | $5,299 | $5,425 | | Long-term debt, net of current portion | $1,954 | $0 | - The weighted average interest rate for outstanding debt not under the fair value option increased from approximately **8.7%** as of December 31, 2022, to **13.7%** as of September 30, 2023[185](index=185&type=chunk) - In connection with the FLAG Merger, all 2018 Convertible Notes, 2019/2020 Contingently Convertible Notes Payable, and various Term Notes were converted to Calidi common stock or had their terms amended[204](index=204&type=chunk)[137](index=137&type=chunk)[130](index=130&type=chunk)[140](index=140&type=chunk)[142](index=142&type=chunk)[133](index=133&type=chunk) [Note 9. Simple Agreement for Future Equity](index=38&type=section&id=Note%209.%20Simple%20Agreement%20for%20Future%20Equity) This note describes Calidi's Simple Agreements for Future Equity (SAFEs), which converted into common stock upon the FLAG Merger - Calidi issued SAFEs in 2021, 2022, and 2023, raising aggregate proceeds of **$7.9 million**, **$10.8 million**, and **$2.8 million** respectively, with no maturity dates or interest[155](index=155&type=chunk)[135](index=135&type=chunk)[157](index=157&type=chunk) - All SAFEs, including those from CCNP conversions, were converted into Calidi common stock upon the FLAG Merger and are **no longer outstanding**[155](index=155&type=chunk)[135](index=135&type=chunk)[157](index=157&type=chunk)[136](index=136&type=chunk) [Note 10. Convertible Preferred Stock, Common Stock and Stockholders' Deficit](index=39&type=section&id=Note%2010.%20Convertible%20Preferred%20Stock,%20Common%20Stock%20and%20Stockholders'%20Deficit) This note details Calidi's equity structure, including preferred and common stock, and warrants, impacted by the FLAG Merger - All Founders, Series A-1, Series A-2, and Series B Convertible Preferred Stock were converted into Calidi common stock upon the FLAG Merger and are **no longer outstanding**[159](index=159&type=chunk)[152](index=152&type=chunk)[172](index=172&type=chunk) - As of September 30, 2023, **35,436,381 shares** of common stock were outstanding, a substantial increase from **8,583,724 shares** at December 31, 2022, due to the FLAG Merger and conversions[173](index=173&type=chunk)[154](index=154&type=chunk) - The company assumed **11,500,000 Public Warrants** and **1,912,154 Private Placement Warrants** upon the FLAG Merger, classified as liabilities and subject to remeasurement at fair value[177](index=177&type=chunk)[178](index=178&type=chunk) - All 2020 Term Note Warrants, 2020 LOC Warrants, and 2021 Term Note Warrants were **cashless exercised** into common stock and exchanged for New Calidi Common Stock upon the FLAG Merger[167](index=167&type=chunk)[175](index=175&type=chunk)[176](index=176&type=chunk) [Note 11. Stock-Based Compensation](index=46&type=section&id=Note%2011.%20Stock-Based%20Compensation) This note details Calidi's stock-based compensation, including the 2019 Equity Incentive Plan and option repricing - The 2019 Equity Incentive Plan authorizes various awards, with **stock options** being the sole outstanding type granted to employees, directors, and consultants[189](index=189&type=chunk) - On January 18, 2023, approximately **1.5 million stock options** were repriced, resulting in a noncash compensation charge of approximately **$0.2 million** for the three and nine months ended September 30, 2023[91](index=91&type=chunk) Stock-Based Compensation Expense (in thousands) | Stock-Based Compensation Expense (in thousands) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | | :---------------------------------------------- | :------------------------------ | :------------------------------ | | Research and development | $242 | $235 | | General and administrative | $867 | $827 | | Total | $1,109 | $1,062 | | Stock-Based Compensation Expense (in thousands) | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :---------------------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $838 | $469 | | General and administrative | $2,785 | $2,995 | | Total | $3,623 | $3,464 | - As of September 30, 2023, total unamortized stock-based compensation expense was approximately **$8.5 million**, to be amortized over an estimated weighted average life of **3.56 years**[115](index=115&type=chunk) [Note 12. Customer Contracts](index=49&type=section&id=Note%2012.%20Customer%20Contracts) This note describes Calidi's research collaboration agreements, with revenue recognized over time as services were performed - Calidi entered into research collaboration agreements to perform tests on stem cell lines and oncolytic adenoviruses for a customer[115](index=115&type=chunk) - Revenue was recognized over time as services were performed, with **$45,000** in service revenues recognized upon completion of Amendment No. 1[115](index=115&type=chunk) [Note 13. Income Taxes](index=50&type=section&id=Note%2013.%20Income%20Taxes) This note explains Calidi's income tax provision, with no federal or state benefits due to net operating losses - Calidi has incurred net operating losses for U.S. federal and state income tax purposes, with deferred tax assets fully offset by a **valuation allowance**[106](index=106&type=chunk) - The income tax provision for the periods presented was insignificant and entirely attributable to **StemVac operations**, Calidi's German subsidiary[106](index=106&type=chunk) [Note 14. Commitments and Contingencies](index=50&type=section&id=Note%2014.%20Commitments%20and%20Contingencies) This note details Calidi's commitments and contingencies, including leases, legal proceedings, and supplier agreements - Calidi entered into a **48-month operating lease** for its San Diego office and laboratory, with initial monthly rent of **$0.1 million**, secured by a personal guaranty[107](index=107&type=chunk) Future Minimum Lease Commitments (in thousands) | Future Minimum Lease Commitments (in thousands) | Operating Leases | Financing Leases | | :---------------------------------------------- | :--------------- | :--------------- | | 2023 (Oct – Dec) | $347 | $21 | | 2024 | $1,423 | $64 | | 2025 | $1,464 | $43 | | 2026 and thereafter | $1,993 | $46 | | Total minimum lease payments | $5,227 | $174 | | Present value of net minimum lease payments | $4,293 | $158 | - Calidi is involved in a lawsuit with former physicians claiming **3,000,000 vested stock options**, with an estimated loss range of **$0.2 million to $4.9 million**[104](index=104&type=chunk) - Manufacturing and other supplier agreements amount to approximately **$6.6 million** in aggregate commitments as of September 30, 2023[105](index=105&type=chunk) - A separation agreement with George Ng includes a **$0.5 million severance payment** due one year after August 31, 2023, accruing **8.0% interest** if unpaid[193](index=193&type=chunk) [Note 15. Subsequent Events](index=55&type=section&id=Note%2015.%20Subsequent%20Events) This note outlines significant events after September 30, 2023, including debt settlements and executive changes - On October 13, 2023, Calidi settled in cash the full **$1.0 million** principal outstanding related to its line of credit[205](index=205&type=chunk) - Mr. Alan R. Stewart was appointed as a Class I director and Chair of the Audit Committee on October 10, 2023[205](index=205&type=chunk) - Mr. Tony Kalajian resigned as Chief Accounting Officer and interim CFO, and Mr. Andrew Jackson was appointed CFO effective October 30, 2023[205](index=205&type=chunk) - Several term notes payable, totaling approximately **$1.5 million** in principal, were settled in cash in October and November 2023[205](index=205&type=chunk) - A spot bonus of **$0.2 million** was paid to Mr. Tony Kalajian on September 15, 2023, in connection with the completion of the Business Combination[269](index=269&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=55&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's discussion and analysis of Calidi's financial condition and operational results [Company Overview](index=56&type=section&id=Company%20Overview) Calidi is a clinical-stage immuno-oncology company developing stem cell-based therapies, facing significant losses and funding needs - Calidi is a clinical-stage immuno-oncology company focused on developing novel stem cell-based platforms for oncolytic virus therapies, with key product candidates **CLD-101** and **CLD-201**[196](index=196&type=chunk) - The company incurred a net loss of **$2.0 million** for the three months and **$21.0 million** for the nine months ended September 30, 2023, with an accumulated deficit of **$91.3 million**[197](index=197&type=chunk) - Management believes there is **substantial doubt** about the company's ability to continue as a going concern without substantial additional funding[197](index=197&type=chunk) [The FLAG Merger and Related Transactions](index=57&type=section&id=The%20FLAG%20Merger%20and%20Related%20Transactions) This section details the FLAG Merger, outlining merger consideration and contingent Escalation Shares - The Business Combination with FLAG closed on September 12, 2023, with Calidi surviving as a **wholly-owned subsidiary** and FLAG renamed 'Calidi Biotherapeutics, Inc.'[198](index=198&type=chunk) - Calidi Security Holders received **27,375,600 shares** of Common Stock as merger consideration, valued at approximately **$250.0 million**, plus a **$23.8 million** net debt adjustment[207](index=207&type=chunk) - Up to **18,000,000 Escalation Shares** are available to Calidi Stockholders, released incrementally upon specific stock price thresholds[200](index=200&type=chunk) [Components of Operating Results](index=58&type=section&id=Components%20of%20Operating%20Results) This section details Calidi's operating results components: R&D, G&A, other income/expenses, and income taxes - Research and development expenses include personnel costs, third-party research funding, manufacturing, preclinical/clinical trial costs, and regulatory compliance[211](index=211&type=chunk) - General and administrative expenses consist of salaries, stock-based compensation, professional services, recruiting, insurance, travel, and facility costs[214](index=214&type=chunk) - Other income or expenses, net, primarily includes changes in the fair value of debt instruments and SAFEs, as well as grant income from CIRM[209](index=209&type=chunk) - Calidi has incurred net operating losses for tax purposes, resulting in **no federal or state income tax benefit**, with the provision solely from its German subsidiary, StemVac[215](index=215&type=chunk) [Results of Operations](index=61&type=section&id=Results%20of%20Operations) This section analyzes Calidi's net loss for the periods presented, highlighting changes in operating expenses and other income Results of Operations (in thousands) | Metric (in thousands) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Change ($) | Change (%) | | :-------------------- | :------------------------------ | :------------------------------ | :--------- | :--------- | | Research and development | $(3,251) | $(1,945) | $(1,306) | 67% | | General and administrative | $(3,970) | $(5,041) | $1,071 | -21% | | Total other income, net | $5,208 | $1,632 | $3,576 | 219% | | Net loss | $(2,024) | $(5,355) | $3,331 | -62% | Results of Operations (in thousands) | Metric (in thousands) | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | Change ($) | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Service revenues | $0 | $45 | $(45) | -100% | | Research and development | $(9,050) | $(4,994) | $(4,056) | 81% | | General and administrative | $(10,122) | $(13,477) | $3,355 | -25% | | Total other income (expenses), net | $(1,796) | $783 | $(2,579) | -329% | | Net loss | $(20,987) | $(17,671) | $(3,316) | 19% | - The **$3.6 million increase** in other income, net, for the three months ended September 30, 2023, was primarily due to a net change in fair value of financial instruments (**$3.7 million**) and increased grant income (**$0.7 million**)[218](index=218&type=chunk) - The **$2.6 million decrease** in other income (expense), net, for the nine months ended September 30, 2023, was mainly due to Series B financing costs (**$2.7 million**), fair value changes (**$0.9 million decrease**), and increased interest expense (**$0.8 million**)[229](index=229&type=chunk) [Liquidity and Capital Resources](index=63&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses Calidi's liquidity and capital resources, including cash, the FLAG Merger impact, and funding efforts - As of September 30, 2023, Calidi had a cash balance of **$10.1 million**, with debt and liability obligations including **$1.0 million** in loans payable and **$3.0 million** in warrant liabilities[227](index=227&type=chunk) - The FLAG Merger resulted in the conversion of all Founders, Series A-1, Series A-2, and Series B Convertible Preferred Stock, Convertible Notes Payable, Contingently Convertible Notes Payable, and SAFEs into **Common Stock**[227](index=227&type=chunk) - Calidi is negotiating an Equity Line of Credit (ELOC) for up to **$50.0 million**, but its securing is not assured[239](index=239&type=chunk) Cash Flow Summary (in thousands) | Cash Flow Summary (in thousands) | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | Change ($) | Change (%) | | :------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Operating activities | $(21,797) | $(9,338) | $(12,459) | 133% | | Investing activities | $(443) | $(333) | $(110) | 33% | | Financing activities | $32,002 | $7,768 | $24,234 | 312% | | Net increase (decrease) in cash and restricted cash | $9,775 | $(1,937) | $11,712 | -605% | - Net cash provided by financing activities increased significantly to **$32.0 million** for the nine months ended September 30, 2023, primarily from Series B Preferred Stock proceeds (**$24.5 million**) and PIPE Agreements (**$2.8 million**)[80](index=80&type=chunk) - Calidi expects expenses to increase due to ongoing R&D, clinical trials, and public company operations, necessitating **substantial additional funding**[81](index=81&type=chunk) [Critical Accounting Policies](index=69&type=section&id=Critical%20Accounting%20Policies) This section highlights Calidi's critical accounting policies, including stock-based compensation and fair value option accounting - Stock options and other stock-based awards are measured at fair value on the grant date and expensed over the vesting period, using the **Black-Scholes option pricing model**[257](index=257&type=chunk)[258](index=258&type=chunk) - Prior to the FLAG Merger, common stock fair value was estimated using **OPM, PWERM, or a hybrid method**, considering various market and business factors[248](index=248&type=chunk) - Calidi elected the **fair value option** for CCNPs and certain term notes payable, with SAFEs and Series B preferred stock also accounted for as liabilities at fair value[84](index=84&type=chunk)[260](index=260&type=chunk) - The Forward Purchase Agreement and Private Placement Warrants are accounted for as derivative assets/liabilities, valued using **Monte Carlo simulation** and **Black-Scholes models**[87](index=87&type=chunk)[88](index=88&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=75&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Calidi faces minimal market risk from interest rate changes and foreign currency fluctuations - Calidi is not currently exposed to significant market risk from changes in interest rates, as most debt is **fixed-rate or equity-linked**[254](index=254&type=chunk) - Foreign currency exchange rate risk is currently not significant but may increase due to operations in Germany and planned clinical trial activities in Australia[254](index=254&type=chunk) - Inflation has not had a **material effect** on Calidi's business, financial condition, or results of operations during the reported periods[254](index=254&type=chunk) [Item 4. Controls and Procedures](index=76&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated Calidi's disclosure controls and procedures as effective, with no material changes in internal control - Calidi's disclosure controls and procedures were evaluated as **effective** at the reasonable assurance level as of September 30, 2023[270](index=270&type=chunk) - No **material changes** in internal control over financial reporting were identified during the quarter ended September 30, 2023[100](index=100&type=chunk) [Recent Accounting Pronouncements](index=76&type=section&id=Recent%20Accounting%20Pronouncements) Calidi does not expect material impact from recent accounting pronouncements and delays adoption as an EGC - Calidi does not anticipate any **material impact** from recently issued accounting standards on its financial statements or operations[93](index=93&type=chunk) - As an **Emerging Growth Company (EGC)**, Calidi has elected to use the extended transition period for complying with new or revised financial accounting standards[264](index=264&type=chunk) [Emerging Growth Company and Smaller Reporting Company Status](index=75&type=section&id=Emerging%20Growth%20Company%20and%20Smaller%20Reporting%20Company%20Status) Calidi is classified as an EGC and Smaller Reporting Company, benefiting from reduced reporting requirements - Calidi is an **'emerging growth company' (EGC)** under the JOBS Act, allowing delayed adoption of new accounting standards and reduced reporting requirements[264](index=264&type=chunk) - As an EGC, Calidi can present only **two years of audited financial statements**, is exempt from auditor's attestation on internal controls, and has reduced executive compensation disclosures[265](index=265&type=chunk) - Calidi is also a **'smaller reporting company,'** providing similar disclosure exemptions, such as presenting two most recent fiscal years of audited financial statements[265](index=265&type=chunk) PART II — OTHER INFORMATION This section provides additional information beyond financial statements, including legal proceedings and risk factors [Item 1. Legal Proceedings](index=78&type=section&id=Item%201.%20Legal%20Proceedings) Calidi is subject to various claims and contingencies in the ordinary course of business - Calidi may be subject to litigation in the ordinary course of business, including matters related to business, transactions, and employee issues[95](index=95&type=chunk) - Further details on legal proceedings are available in the company's Registration Statement on Form S-1 filed on October 6, 2023[95](index=95&type=chunk) [Item 1A. Risk Factors](index=78&type=section&id=Item%201A.%20Risk%20Factors) Investing in Calidi's securities involves high risk, including stock price volatility and potential delisting - An investment in Calidi's securities involves a **high degree of risk**, and investors should carefully consider the risk factors outlined in the company's Registration Statements[271](index=271&type=chunk) - The price of Calidi's stock may be **highly volatile**, and an active, liquid, and orderly trading market may not be sustained[271](index=271&type=chunk) - Failure to comply with NYSE American listing standards could result in **delisting**, adversely affecting the company's ability to raise financing and trade securities[271](index=271&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=78&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Unregistered sales of equity securities were previously disclosed, with no issuer purchases or applicable use of proceeds - Unregistered sales of equity securities were reported in Current Reports on Form 8-K filed on August 29, 2023, and August 31, 2023[271](index=271&type=chunk) - There were **no issuer purchases** of equity securities during the period[271](index=271&type=chunk) [Item 3. Defaults Upon Senior Securities](index=78&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the reporting period - No defaults upon senior securities occurred[271](index=271&type=chunk) [Item 4. Mine Safety Disclosures](index=78&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Calidi Biotherapeutics, Inc - Mine safety disclosures are **not applicable** to the registrant[271](index=271&type=chunk) [Item 5. Other Information](index=77&type=section&id=Item%205.%20Other%20Information) This section includes information about a **$0.2 million** spot bonus payment to the former Interim CFO - A spot bonus of **$0.2 million** was paid to Mr. Tony Kalajian, former Interim Chief Financial Officer, on September 15, 2023, related to the Business Combination[269](index=269&type=chunk) [Item 6. Exhibits](index=78&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including organizational documents and various agreements - The exhibits include key corporate documents such as the Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws[272](index=272&type=chunk) - Agreements related to the FLAG Merger, including Forward Purchase Agreements, Non-Redemption Agreements, and PIPE Subscription Agreements, are listed as exhibits[272](index=272&type=chunk) - Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act are included[272](index=272&type=chunk) [Signatures](index=80&type=section&id=Signatures) The Form 10-Q is signed by the Chairman and CEO, and CFO, on November 14, 2023 - The report is signed by Allan Camaisa, Chairman and Chief Executive Officer, and Andrew Jackson, Chief Financial Officer, on November 14, 2023[103](index=103&type=chunk)

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited condensed financial statements and detailed notes on organization, accounting policies, IPO, related party transactions, equity, warrants, commitments, fair value, income tax, and subsequent events [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Presents the company's financial position as of June 30, 2023, and December 31, 2022, showing significant increases in cash, total assets, and total liabilities, particularly warrant and forward purchase unit liabilities Condensed Balance Sheet Highlights | Metric | June 30, 2023 (unaudited) | December 31, 2022 | | :-------------------------------------- | :------------------------ | :---------------- | | Cash | $669,867 | $93,892 | | Total Current Assets | $795,478 | $401,671 | | Marketable securities in trust account | $43,214,249 | $42,453,107 | | Total Assets | $44,009,727 | $42,854,778 | | Total Current Liabilities | $8,182,440 | $4,535,913 | | Warrant liability | $1,937,000 | $745,000 | | Forward purchase unit liability | $2,645,604 | $326,234 | | Total Liabilities | $12,765,044 | $5,607,147 | | Class A common stock subject to redemption | $43,214,249 | $42,453,107 | | Total Stockholders' Deficit | $(11,969,566) | $(5,205,476) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Details financial performance for the three and six months ended June 30, 2023, and 2022, highlighting a shift from net income in 2022 to significant net losses in 2023, primarily due to changes in fair value of warrant and forward purchase unit liabilities Condensed Statements of Operations Highlights | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :---------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating costs | $1,495,739 | $361,622 | $3,524,950 | $890,480 | | Loss from operations | $(1,495,739) | $(361,622) | $(3,524,950) | $(890,480) | | Earnings on marketable securities | $493,561 | $159,999 | $919,410 | $176,504 | | Change in fair value of contingent interest liability | $(139,179) | — | $(240,583) | — | | Change in fair value of warrant liability | $(1,280,500) | $4,029,850 | $(1,192,000) | $6,124,150 | | Change in fair value of forward purchase unit liability | $(1,764,927) | $332,983 | $(2,319,370) | $210,963 | | Net (loss) income | $(4,268,408) | $4,161,210 | $(6,492,948) | $5,623,403 | - The company experienced a significant shift from net income in 2022 to net losses in 2023, primarily driven by negative changes in the fair value of **warrant and forward purchase unit liabilities**[13](index=13&type=chunk) [Condensed Statements of Changes in Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Class%20A%20Common%20Stock%20Subject%20to%20Possible%20Redemption%20and%20Stockholders%27%20Deficit) Outlines changes in Class A common stock subject to possible redemption and stockholders' deficit for periods ended June 30, 2023, and 2022, showing the impact of remeasurements, net losses, and promissory note cancellations Changes in Stockholders' Deficit (Unaudited) | Item | December 31, 2022 | March 31, 2023 | June 30, 2023 | | :---------------------------------------- | :---------------- | :------------- | :------------ | | Balance – December 31, 2022 | $(5,205,476) | | | | Remeasurement of Class A common stock | $(453,836) | | | | Net loss | $(2,224,540) | | | | Balance – March 31, 2023 | | $(7,883,852) | | | Cancellation of promissory notes | | $490,000 | | | Remeasurement of Class A common stock | | $(307,306) | | | Net loss | | $(4,268,408) | | | Balance – June 30, 2023 | | | $(11,969,566) | - The cancellation of promissory notes from related parties resulted in a **$490,000 increase** in additional paid-in capital[215](index=215&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Provides an overview of cash flows from operating, investing, and financing activities for the six months ended June 30, 2023, and 2022, indicating a shift from cash used in operations to cash provided by operations in 2023, alongside significant investing and financing activities Condensed Statements of Cash Flows Highlights | Metric | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :---------------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income | $(6,492,948) | $5,623,403 | | Net cash provided by (used in) operating activities | $573,783 | $(733,810) | | Net cash (used in) provided by investing activities | $(720,308) | — | | Net cash provided by (used in) financing activities | $722,500 | — | | Net Change in Cash | $575,975 | $(733,810) | | Cash – Ending | $669,867 | $328,843 | - Net cash provided by operating activities significantly improved from a deficit of **$733,810 in H1 2022** to a positive **$573,783 in H1 2023**[35](index=35&type=chunk) - The company engaged in investing activities, including purchases and sales of marketable securities in the Trust Account, resulting in net cash used of **$720,308 in H1 2023**[35](index=35&type=chunk) [Notes to the Condensed Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Financial%20Statements) Provides detailed explanations and disclosures for the condensed financial statements, covering business operations, significant accounting policies, IPO, private placement, related party transactions, equity, warrants, commitments, fair value, income tax, and subsequent events [NOTE 1. ORGANIZATION AND PLANS OF BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20ORGANIZATION%20AND%20PLANS%20OF%20BUSINESS%20OPERATIONS) Details the company's nature as a blank check company, its IPO, the establishment of a trust account, and ongoing efforts to complete a business combination, including extensions and the proposed merger with Calidi Biotherapeutics, Inc - The Company is a blank check company formed to effect a business combination, with no operating revenues until completion of its initial Business Combination[17](index=17&type=chunk)[37](index=37&type=chunk)[46](index=46&type=chunk) - The IPO closed on September 14, 2021, raising **$230,000,000**, which was placed in a trust account and invested in U.S. government securities[18](index=18&type=chunk)[38](index=38&type=chunk)[80](index=80&type=chunk) - A proposed merger with Calidi Biotherapeutics, Inc. was announced on January 9, 2023, with Calidi surviving as a wholly-owned subsidiary of the new public entity, 'New Calidi'[21](index=21&type=chunk)[42](index=42&type=chunk)[74](index=74&type=chunk) - The completion window for a business combination was extended multiple times, most recently to September 14, 2023, with the Sponsor funding the Trust Account for extensions[20](index=20&type=chunk)[40](index=40&type=chunk)[76](index=76&type=chunk) - Guggenheim Securities, the IPO Underwriter, waived its entitlement to **$8,050,000** of deferred compensation[19](index=19&type=chunk)[58](index=58&type=chunk)[60](index=60&type=chunk) - The merger consideration for Calidi securityholders is based on an equity value of **$250,000,000**, subject to adjustments and potential escalation shares based on future stock price targets (**$12.00, $14.00, $16.00, $18.00**)[43](index=43&type=chunk)[44](index=44&type=chunk)[66](index=66&type=chunk) - Up to **2 million shares** of New Calidi Common Stock will be made available to non-redeeming FLAG public stockholders on a pro rata basis at Closing as an incentive[23](index=23&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines significant accounting policies, including basis of presentation, emerging growth company status, use of estimates, cash, common stock subject to redemption, income taxes, earnings per share, fair value, and derivative financial instruments - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[90](index=90&type=chunk)[112](index=112&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity and its carrying value is adjusted to equal the redemption value at the end of each reporting period[95](index=95&type=chunk)[116](index=116&type=chunk) - Warrants are classified as liability instruments and measured at fair value, with changes in fair value recorded in the statement of operations[101](index=101&type=chunk)[152](index=152&type=chunk)[170](index=170&type=chunk) - Contingent interest liability is treated as an embedded derivative, bifurcated, and accounted for at fair value with changes recognized in the statement of operations[153](index=153&type=chunk)[189](index=189&type=chunk) - A full valuation allowance is recorded against net deferred tax assets due to the uncertainty of realizing a benefit from net operating losses[70](index=70&type=chunk)[179](index=179&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=16&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) Describes the IPO completed on September 14, 2021, where the company sold 23,000,000 units at $10.00 each, generating $230,000,000 in gross proceeds, with significant offering costs - The Company consummated its IPO on September 14, 2021, selling **23,000,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$230,000,000**[38](index=38&type=chunk)[127](index=127&type=chunk)[213](index=213&type=chunk) IPO Offering Costs | Item | Amount | | :---------------------------------- | :------------ | | Underwriting discount | $2,335,058 | | Deferred underwriting discount | $8,050,000 | | Actual offering costs | $640,129 | | Excess fair value of Founder Shares | $11,491,877 | | Total Offering Costs | $22,517,064 | - An aggregate of **$10.00 per Unit** sold in the IPO was held in the Trust Account[182](index=182&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=16&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Details the private placement of 3,397,155 Private Placement Warrants to the Sponsor and Metric for $1.50 each, generating $5,095,733, with proceeds added to the Trust Account - The Company consummated the private placement of **3,397,155 Private Placement Warrants** at **$1.50 per warrant** to the Sponsor and Metric, generating **$5,095,733**[38](index=38&type=chunk)[81](index=81&type=chunk)[129](index=129&type=chunk) - A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO held in the Trust Account[129](index=129&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=16&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) Covers transactions with related parties, including the initial purchase of Founder Shares, promissory notes, and an administrative support agreement, highlighting the cancellation of $490,000 in promissory notes from the Sponsor and Metric, treated as a capital contribution - The Sponsor and Metric purchased **5,750,000 Founder Shares** for an aggregate purchase price of **$25,000**[210](index=210&type=chunk) - The Sponsor and Metric cancelled **$490,000 in promissory notes** on April 5, 2023, which was treated as a capital contribution and recorded to additional paid-in capital[56](index=56&type=chunk)[132](index=132&type=chunk) - The Company entered into promissory note agreements with various parties for an aggregate borrowing capacity of **$1,490,000**, including zero-interest, 50% per annum, and 100% contingent interest notes[57](index=57&type=chunk)[162](index=162&type=chunk) - The Company pays an affiliate of the Sponsor **$10,000 per month** for office space and administrative support[55](index=55&type=chunk)[134](index=134&type=chunk) [NOTE 6. STOCKHOLDERS' EQUITY](index=18&type=section&id=NOTE%206.%20STOCKHOLDERS%27%20EQUITY) Details authorized and outstanding shares of preferred stock, Class A common stock, and Class B common stock, including the redemption of 18,871,976 Class A shares and the conversion terms of Founder Shares - **18,871,976 shares of Class A common stock** were redeemed on September 19, 2022, reducing outstanding redeemable Class A common stock to **4,128,024**[39](index=39&type=chunk)[116](index=116&type=chunk)[135](index=135&type=chunk) - **5,750,000 shares of Class B common stock (Founder Shares)** were issued and outstanding, which will automatically convert into Class A common stock on a one-for-one basis upon consummation of a Business Combination, subject to certain adjustments[130](index=130&type=chunk)[136](index=136&type=chunk)[165](index=165&type=chunk) - No preferred shares were issued or outstanding as of June 30, 2023, and December 31, 2022[164](index=164&type=chunk) [NOTE 7. WARRANTS](index=18&type=section&id=NOTE%207.%20WARRANTS) Describes terms and conditions of Public Warrants and Private Placement Warrants, including exercise prices, exercisability, redemption triggers, anti-dilution adjustments, and accounting treatment as liability instruments - Public Warrants become exercisable on the later of **12 months from the IPO closing** or **30 days after the completion of a Business Combination**, with an exercise price of **$11.50 per share**[137](index=137&type=chunk) - The Company may redeem Public Warrants at **$0.01 per warrant** if the Class A common stock price equals or exceeds **$18.00** for **20 trading days** within a **30-trading day period**[168](index=168&type=chunk) - The Company may redeem Public Warrants at **$0.10 per warrant** if the Class A common stock price equals or exceeds **$10.00**, provided holders can exercise on a cashless basis prior to redemption[185](index=185&type=chunk) - Private Placement Warrants are non-transferable/non-assignable until **30 days after a Business Combination**, exercisable for cash or cashless, and non-redeemable if held by initial purchasers or permitted transferees[198](index=198&type=chunk)[223](index=223&type=chunk) - All warrants are classified as liability instruments and are subject to re-measurement at fair value at each balance sheet date, with changes recognized in the statement of operations[141](index=141&type=chunk)[170](index=170&type=chunk) [NOTE 8. COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%208.%20COMMITMENTS%20AND%20CONTINGENCIES) Outlines the company's commitments and contingencies, including registration and shareholder rights, underwriter agreements, and the forward purchase agreement, noting the underwriter waived its deferred fee and Franklin is not obligated to purchase forward purchase shares for the Calidi business combination - Holders of founder shares and Private Placement Warrants are entitled to registration rights[59](index=59&type=chunk)[142](index=142&type=chunk) - The underwriter waived its right to the **$8,050,000 deferred underwriting fee** as of December 31, 2022[58](index=58&type=chunk)[60](index=60&type=chunk)[143](index=143&type=chunk) - The Company entered into a forward purchase agreement with Franklin Strategic Series for **5,000,000 shares of Class A common stock** plus **2,500,000 forward purchase warrants** for an aggregate purchase price of **$50,000,000**[62](index=62&type=chunk)[173](index=173&type=chunk) - Franklin is not obligated under its forward purchase agreement to purchase the forward purchase shares in connection with the Business Combination with Calidi[99](index=99&type=chunk)[202](index=202&type=chunk) [NOTE 9. FAIR VALUE MEASUREMENTS](index=21&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) Provides details on fair value measurements of financial instruments, categorizing them into Level 1, Level 2, and Level 3 based on observability of inputs, highlighting the valuation of warrant liability, forward purchase units, and contingent interest liability - The Company categorizes fair value measurements into a three-tier hierarchy: **Level 1** (quoted prices in active markets), **Level 2** (observable inputs other than Level 1), and **Level 3** (unobservable inputs)[124](index=124&type=chunk) - Warrant liability, forward purchase units, and contingent interest liability are measured at fair value, with changes in fair value recognized in the statement of operations[145](index=145&type=chunk)[186](index=186&type=chunk)[189](index=189&type=chunk) Fair Value of Financial Instruments (June 30, 2023) | Item | Level 1 | Level 2 | Level 3 | | :------------------------------------ | :------------ | :--------- | :---------- | | **Assets:** | | | | | Marketable securities in trust account | $43,214,249 | — | — | | **Liabilities:** | | | | | Public Warrants | $1,495,000 | — | — | | Private Placement Warrants | — | $442,000 | — | | Forward Purchase Units | — | — | $2,645,604 | | Contingent Interest Liabilities | — | — | $273,448 | Changes in Fair Value of Level 3 Financial Instruments (Six Months Ended June 30, 2023) | Item | December 31, 2022 | Change in Fair Value | June 30, 2023 | | :------------------------------------ | :---------------- | :------------------- | :------------ | | Forward Purchase Units | $326,234 | $2,319,370 | $2,645,604 | | Contingent Interest Liability | $32,865 | $240,583 | $273,448 | [NOTE 10. INCOME TAX](index=23&type=section&id=NOTE%2010.%20INCOME%20TAX) Discusses the company's income tax provision and effective tax rate, noting a full valuation allowance against net deferred tax assets due to cumulative net losses and uncertainty of realizing benefits Income Tax Provision and Effective Tax Rate | Period | Tax Provision | Effective Tax Rate | | :------------------------------------ | :------------ | :----------------- | | Three months ended June 30, 2023 | $77,949 | 2.30% | | Six months ended June 30, 2023 | $143,424 | 1.91% | - The effective tax rates differ from the statutory rate of **21.0%** due to the change in fair value of warrants and a full valuation allowance on deferred tax assets[70](index=70&type=chunk) - A full valuation allowance was recorded against net deferred tax assets as of June 30, 2023, and December 31, 2022, due to the uncertainty of realizing benefits from those items[70](index=70&type=chunk) [NOTE 11. SUBSEQUENT EVENTS](index=23&type=section&id=NOTE%2011.%20SUBSEQUENT%20EVENTS) Notes the filing of a proxy statement/prospectus with the SEC on August 4, 2024, and the setting of the special stockholder meeting for August 22, 2023, to approve the Business Combination - On August 4, 2024, the Company filed a proxy statement/prospectus with the SEC[71](index=71&type=chunk) - The special stockholder meeting to approve the Business Combination has been set for August 22, 2023[71](index=71&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, including forward-looking statements, an overview of the proposed merger with Calidi, detailed analysis of financial performance, going concern considerations, contractual obligations, and critical accounting estimates [Special Note Regarding Forward-Looking Statements](index=24&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) Advises readers that the report contains forward-looking statements subject to risks and uncertainties, and actual results may differ materially from projections - This Quarterly Report includes 'forward-looking statements' that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected[73](index=73&type=chunk) [Overview](index=24&type=section&id=Overview) Provides a general overview of the company's status as a blank check company, its proposed merger with Calidi Biotherapeutics, and the various extensions and promissory notes used to fund operations and extensions - The Company is a blank check company formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination[79](index=79&type=chunk) - On January 9, 2023, the Company entered into an Agreement and Plan of Merger with Calidi Biotherapeutics, Inc[74](index=74&type=chunk) - The Company's completion window for a business combination was extended multiple times, most recently to September 14, 2023, with the Trust Account funded by the Sponsor for extensions[76](index=76&type=chunk) - Promissory notes were issued to fund extension fees, some with interest rates ranging from **50% to 100% per annum**, and **$490,000** in related party promissory notes were cancelled[77](index=77&type=chunk)[78](index=78&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Compares financial results for the three and six months ended June 30, 2023, and 2022, showing a significant shift from net income in 2022 to net losses in 2023, primarily driven by changes in fair value of warrant and forward purchase unit liabilities - The Company has not generated any operating revenues from inception through June 30, 2023[46](index=46&type=chunk) Net (Loss) Income Comparison | Period | Net (Loss) Income | | :------------------------------------ | :---------------- | | Three months ended June 30, 2023 | $(4.3) million | | Three months ended June 30, 2022 | $4.2 million | | Six months ended June 30, 2023 | $(6.5) million | | Six months ended June 30, 2022 | $5.6 million | - The net losses in 2023 were primarily due to increased operating costs and significant losses on the change in fair value of **forward purchase unit liability, contingent interest liability, and warrant liability**[47](index=47&type=chunk)[48](index=48&type=chunk) [Going Concern](index=26&type=section&id=Going%20Concern) Discusses the company's liquidity challenges, including a working capital deficit, and reliance on the Sponsor for working capital loans, raising substantial doubt about its ability to continue as a going concern Operating Cash and Working Capital Deficit | Metric | June 30, 2023 | December 31, 2022 | | :---------------------- | :------------ | :---------------- | | Operating cash | $669,867 | $93,892 | | Working capital deficit | $7,386,962 | $4,134,242 | - The Company's liquidity needs have been satisfied through payments from the Sponsor and Metric, the IPO, Private Placement Warrants, and unsecured promissory notes[52](index=52&type=chunk)[110](index=110&type=chunk) - The Company lacks the financial resources to sustain operations for a reasonable period (one year), raising substantial doubt about its ability to continue as a going concern[53](index=53&type=chunk)[54](index=54&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) - The Sponsor is committed to extend Working Capital Loans as needed, although no formal agreement exists[53](index=53&type=chunk)[87](index=87&type=chunk) [Contractual Obligations](index=26&type=section&id=Contractual%20Obligations) Details the company's contractual obligations, primarily an administrative support fee and various promissory notes, and notes the waiver of the deferred underwriting discount - As of June 30, 2023, the Company had no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities other than an administrative support agreement[55](index=55&type=chunk) - The Company has an agreement to pay an affiliate of its sponsor a monthly fee of **$10,000** for office space and administrative support[55](index=55&type=chunk) - The Company had drawn down an aggregate of **$1,490,000** on Promissory Notes as of June 30, 2023, with varying interest terms[57](index=57&type=chunk) - The underwriter of the IPO waived its right to the **$8,050,000 deferred discount** as of December 31, 2022[58](index=58&type=chunk) [Critical Accounting Estimates](index=29&type=section&id=Critical%20Accounting%20Estimates) Identifies critical accounting estimates related to warrant liability, forward purchase units, and contingent interest liability, emphasizing their measurement at fair value with changes recognized in the statement of operations - Warrant liability is measured at fair value with changes in fair value recorded to the statement of operations[101](index=101&type=chunk) - Forward purchase units are accounted for as a liability-classified instrument at fair value, with changes in fair value recorded to the statement of operations[102](index=102&type=chunk) - Contingent interest liability is treated as an embedded derivative, bifurcated, and accounted for as a liability-classified instrument at fair value, with changes recorded to the statement of operations[189](index=189&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required for smaller reporting companies - Quantitative and Qualitative Disclosures About Market Risk are not required for smaller reporting companies[216](index=216&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting, identifying material weaknesses and outlining remediation efforts [Evaluation of Disclosure Controls and Procedures](index=31&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were not effective as of June 30, 2023, due to material weaknesses in internal control over financial reporting, specifically related to accounting for derivatives, cash flow statement presentation, troubled debt restructuring, and accrued expenses - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2023[219](index=219&type=chunk) - Material weaknesses were identified in internal controls over financial reporting related to accounting for derivatives, presentation of the statement of cash flows, evaluation and recording of troubled debt restructuring, and recording of accrued expenses[219](index=219&type=chunk) [Remediation Activities](index=31&type=section&id=Remediation%20Activities) The company is undertaking remediation activities, including additional post-closing review procedures, consulting with subject matter experts, and retaining an additional consultant to improve internal control over financial reporting - The Chief Financial Officer performed additional post-closing review procedures, including consulting with subject matter experts related to accounting for derivatives, marketable securities, debt, and accrued expenses[226](index=226&type=chunk) - Management has retained an additional consultant to provide further review and subject matter expertise[226](index=226&type=chunk) - The Company plans to continue enhancing review procedures for evaluating and implementing accounting standards, including through additional analyses by personnel and third-party professionals[226](index=226&type=chunk) [Changes in Internal Control over Financial Reporting](index=31&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2023, other than the previously discussed material weaknesses - No material changes in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2023, other than the material weaknesses discussed[193](index=193&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) This section is not provided in the document, implying no material legal proceedings to report - No information regarding legal proceedings is provided in this section[217](index=217&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) Updates on risk factors, specifically highlighting the adverse impacts of developments in the financial services industry, such as bank failures, on the company's liquidity and ability to secure financing - There have been no material changes in risk factors from the Annual Report on Form 10-K, except for new risks related to adverse developments affecting the financial services industry[227](index=227&type=chunk) - Adverse developments in the financial services industry, including limited liquidity, defaults, or non-performance by financial institutions, could adversely affect the Company's liquidity and ability to acquire financing[194](index=194&type=chunk)[221](index=221&type=chunk)[228](index=228&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Reports the private placement of 3,397,155 Private Placement Warrants to the Sponsor and Metric for $5,095,733, issued under Section 4(a)(2) of the Securities Act - On September 14, 2021, the Company consummated the private placement of **3,397,155 Private Placement Warrants** to the Sponsor and Metric for total gross proceeds of **$5,095,733**[229](index=229&type=chunk) - The issuance of the Private Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended[229](index=229&type=chunk) [Item 3. Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) States that there are no defaults upon senior securities - None[196](index=196&type=chunk) [Item 4. Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) States that there are no mine safety disclosures - None[196](index=196&type=chunk) [Item 5. Other Information](index=33&type=section&id=Item%205.%20Other%20Information) States that there is no other information to disclose - None[196](index=196&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits) Provides a list of exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including amendments to the merger agreement, sponsor agreement, and certifications - The Exhibit Index includes the Amended and Restated Certificate of Incorporation, Bylaws, Amendment No. 2 to Agreement and Plan of Merger, Amendment No. 1 to Sponsor Agreement, Amendment No. 1 to Voting Agreement, and Certifications of the Chief Executive Officer and Chief Financial Officer[234](index=234&type=chunk) Signatures [Signatures](index=35&type=section&id=Signatures) Official signatures of the Chief Executive Officer and Chief Financial Officer, certifying the report - The report was signed by Tom Vecchiolla, Chief Executive Officer, and Michael J. Alber, Chief Financial Officer, on August 21, 2023[240](index=240&type=chunk)[241](index=241&type=chunk)