CALIDI BIOTHERAPEUTICS, INC. Item 1.01 Entry into a Material Definitive Agreement.
As disclosed in a Current Report on Form 8-K that
The foregoing description of the IMTA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the IMTA Amendment, a copy of which is filed herewith as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
The Extension Notes bear no interest and is repayable in full upon the consummation of a business combination by the Company.
Copies of each of the Extension Notes are attached as Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K and are incorporated herein by reference. The disclosure as set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Extension Notes.
Item 5.02 Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Effective
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
The foregoing description of the certificate of amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed herewith as Exhibit 3.1 to this report and is incorporated herein by reference.
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--------------------------------------------------------------------------------Item 5.07 Submission of Matters to a Vote of Security Holders
At the Special Meeting, of the 28,750,000 shares of common stock outstanding and entitled to vote, 23,664,736 shares were represented, constituting a quorum. The final results for the matter submitted to a vote of stockholders at the Special Meeting are as follows:
Proposal 1: The stockholders approved a proposal to (a) extend the date by which
the Company has to consummate a business combination for an additional three
months, from
FOR AGAINST ABSTAIN
% % %
# (Present) # (Present) # (Present)
21,495,555 90.83 2,169,181 9.17 0 0
Proposal 2: The stockholders approved an adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal.
FOR AGAINST ABSTAIN
% % %
# (Present) # (Present) # (Present)
22,123,960 93.49 1,478,907 6.25 61,869 0.26
No other items were presented for stockholder approval at the Special Meeting.
Item 7.01 Regulation FD Disclosure.
The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
In connection with the Charter Amendment Proposal, stockholders elected to
redeem 18,871,976 shares of the Company's common stock, par value
On
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--------------------------------------------------------------------------------Item 9.01 Financial Statements and Exhibits
Exhibit
Number
3.1 Certificate of Amendment to Amended and Restated Certificate of
Incorporation
10.1 Amendment to the Investment Management Trust Agreement
10.2 Sponsor Promissory Extension Note
10.3 Metric Promissory Extension Note
99.1 Press Release, dated September 16, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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