First Light Acquisition Group, Inc.

A $0.40 unit price tells holders where the equity actually trades, and each unit bundles one voting common share with a Series A Warrant, so the effective dilution exceeds the headline share count. Pairing that with a split as deep as 1-for-50 means the company will consolidate and then issue at the post-split equivalent. The board will hold a separate meeting to fix the ratio and announce it publicly, so holders approve the range without knowing the outcome.

Nothing a FLAG stockholder votes on changed, and the terms of the Calidi transaction are not in this document; a reader must go to the amendment that carries the proxy statement/prospectus. Exhibit 107 is the calculation of the registration fee, so what is being corrected is the size and price of the offering as registered rather than the substance of the deal. The undertakings reproduced here permit the volume and price of securities offered to move within the Rule 424(b) prospectus by no more than 20 percent of the maximum aggregate offering price.

The filing states plainly that the estimated net cash per share of FLAG common stock being contributed to New Calidi is less than the $10.00 per share ascribed to those shares. The parties also anticipate a $25,000,000 adjustment to the merger consideration under the net debt provisions by reason of Calidi's Series B Financing. On the stated assumptions each Calidi share converts into 0.40 New Calidi shares and Calidi's stockholders hold approximately 70% of the outstanding stock, but the filing says that sentence rests on numerous assumptions and sets out alternate scenarios.

The filing states plainly that the estimated net cash per share of FLAG common stock being contributed to New Calidi is less than the $10.00 per share ascribed to those shares in the merger agreement, and less than the amount a holder would receive on redemption. A $25,000,000 downward adjustment is already anticipated under the net-debt provisions by reason of Calidi's Series B Financing. On the stated assumptions each Calidi share converts into 0.40 New Calidi shares and Calidi's stockholders would own approximately 70% of the combined company.

The filing states plainly that the estimated net cash per share of FLAG common stock being contributed to New Calidi is less than the $10.00 per share ascribed to those shares in the merger agreement. It also anticipates a $25,000,000 adjustment to the consideration under the net debt provisions by reason of Calidi's Series B Financing. On the stated assumptions each Calidi share converts into 0.40 New Calidi shares and Calidi's stockholders hold approximately 70% of the combined company, and the document itself notes that this reflects numerous assumptions and sets out alternative scenarios.

The filing says outright that the estimated net cash per share FLAG contributes to New Calidi is less than the $10.00 per share ascribed to those shares in the merger agreement, and less than what a Class A holder would receive on redeeming. The per-share exchange number and the Calidi stockholders' resulting percentage are both printed as blanks, and the filing notes the sentence containing them rests on numerous assumptions with alternate scenarios set out elsewhere. Contingent escalation shares run for five years after the closing.

The agreement appoints a representative on each side — the Sponsor acts for FLAG's stockholders and Calidi's chairman and chief executive acts for Calidi's — so post-closing adjustments and disputes are settled between two appointed agents rather than by the holders themselves. The cover of this amendment states no share count, so the dilution cannot be sized from it, and the meeting has no date, time or webcast address, so no redemption deadline can be read from the document either.

Both the merger subsidiary and the target are Nevada corporations while FLAG is a Delaware corporation, so the surviving operating company sits under Nevada law inside a Delaware parent. The Sponsor, First Light Acquisition Group, LLC, is also designated the representative for FLAG's own stockholders under the merger agreement, so the entity holding the founder stake acts in that capacity for the public holders too. Access to the special meeting is by means of remote communication only.

What changed: On June 17, 2026 the board of Calidi Biotherapeutics, Inc., on the recommendation of the Nominating and Corporate Governance Committee, appointed Dr. Corazon (Corsee) D. Sanders, age 69, as a Class III director with a term expiring at the 2029 annual meeting, and as a member of the Audit Committee. Dr. Sanders is described as a biotechnology executive with more than 30 years of global drug development leadership who serves on the boards of Ultragenyx Pharmaceutical Inc. and Legend Biotech Inc. Why it matters: A single director appointment is not material to the investment case on its own: it changes no financial term, no capital structure and no strategy disclosed here. Its modest relevance is governance capacity, since the appointee joins the Audit Committee and brings drug development and regulatory experience relevant to a clinical-stage company, and public-company board experience at two Nasdaq-listed biotechnology issuers.

What changed: Calidi Biotherapeutics, Inc. supplemented its April 29, 2026 definitive proxy statement for the Annual Meeting of Stockholders to be held June 12, 2026 at 10:00 a.m. Pacific Time by live audio webcast. The supplement amends and restates in its entirety the Vote Required section for Proposal 4, the 2023 Plan Amendment Proposal, on page 49, to correct what the company calls an inadvertent error regarding the treatment of abstentions. Nothing else in the proxy statement is amended, and the board continues to recommend a vote FOR Proposal 4. Why it matters: As corrected, approval requires a majority of the votes cast at the meeting, and broker non-votes AND abstentions have no effect on the outcome; the sentence struck from the section had said abstentions would have the same effect as a vote AGAINST. The direction of that correction is easy to invert, because the redline lives in HTML strike and underline tags: strip the markup and the deleted sentence and its replacement both survive, in sequence, reading as the reverse of what was decided. Holders who have already voted need not vote again.

What changed: Calidi Biotherapeutics, Inc., the successor to First Light Acquisition Group, called its annual meeting for Friday, June 12, 2026 at 10:00 a.m. Pacific Time in a completely virtual format, record date April 17, 2026. Holders are asked to approve a charter amendment allowing the Board, at its discretion, to effect a reverse stock split of the Voting and Non-Voting Common Stock at a ratio between 1-for-2 and 1-for-16. Dr. Eric Poma was appointed Chief Executive Officer and director effective April 22, 2025, previously CEO of Molecular Templates. Mr. Why it matters: A split range as wide as 1-for-2 to 1-for-16 hands the board latitude to compress the share count by up to 94%, with the ratio chosen after the vote - holders approve the outcome without knowing it. Paying a director or officer a percentage fee for personally guaranteeing the company's lease is an unusual related-party arrangement that transfers cash to an insider annually. The First Light trust was released at the de-SPAC.