Full Press Release Details
FIRST LIGHT ACQUISITION GROUP, INC. Further Adjourns Special Meeting of Stockholders to August 28, 2023 at 10:30 am ET
New York, New York August 24, 2023 First Light Acquisition Group, Inc. (NYSE: FLAG) ( FLAG ) today announced that it reconvened
and then further adjourned, without conducting any other business, its virtual Special Meeting of Stockholders to August 28, 2023 at 10:30 a.m., Eastern time (the Special Meeting ). The Special Meeting was previously convened and
adjourned on August 22, 2023.
The adjourned Special Meeting will be held via the same live webcast at
The Special Meeting is being held to consider and vote on, among other things, the business
combination transaction between FLAG and Calidi Biotherapeutics, Inc. ( Calidi ), pursuant to an Agreement and Plan of Merger, dated January 9, 203, as amended, by and among FLAG, FLAG Merger Sub, Inc., a Nevada corporation and a
direct, wholly owned subsidiary of FLAG, Calidi, and certain other parties thereto. The Business Combination and the proposals to be voted on at the Special Meeting are further described in FLAG s proxy statement/prospectus dated August 4,
2023 (the Proxy Statement ). The Proxy Statement is available in the Investor Resources section of FLAG s website as well as on www.sec.gov.
Stockholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Stockholders
who held FLAG common stock as of the record date of July 11, 2023 can vote, even if they have subsequently sold their shares.
change to the location, the record date, the purpose or any of the proposals to be acted upon at the Special Meeting.
If you are a stockholder and have
any questions about how to vote or direct a vote in respect of your shares of FLAG Common Stock, you may call MacKenzie Partners, Inc., FLAG s proxy solicitor, at (212) 929-5500 (Call Collect) or (800) 322-2885 (Call Toll Free) or by email at proxy@mackenziepartners.com.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of 1995. Terms such as anticipates, believe, continue, could, estimate, expect, intends,
may, might, plan, possible, potential, predicts, project, should, would as well as similar terms, are forward-looking in nature. The
forward-looking statements contained in this discussion are based on Calidi s current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting Calidi will
be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Calidi s control) or other assumptions that may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the occurrence of any event, change or other circumstances
that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; the outcome of any legal proceedings that may be instituted against FLAG, Calidi, the combined company or
others following the announcement of the Business Combination, the PIPE Investment proposed to be consummated concurrently with the Business Combination, and any definitive agreements with respect thereto; the inability to complete the Business
Combination due to the failure to obtain approval of the shareholders of FLAG, the inability to complete any PIPE Investment or other financing needed to complete the Business Combination, or to satisfy other conditions to closing; changes to the
proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability to meet stock exchange
listing standards following the consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of Calidi as a result of the announcement and consummation of the Business Combination; the
ability to recognize the anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions; costs related to the Business Combination;
changes in applicable laws or regulations; the evolution of
the markets in which Calidi competes; the inability of Calidi to defend its intellectual property and satisfy regulatory requirements; the ability to implement business plans, forecasts, and
other expectations after the completion of the proposed Business Combination, and identify and realize additional opportunities; the risk of downturns and a changing regulatory landscape in the highly competitive pharmaceutical industry; the impact
of potential global conflicts (including the current conflict in Ukraine) may have on capital markets or on Calidi s or FLAG s business; the impact of the COVID-19 pandemic on Calidi s business;
and other risks and uncertainties set forth in the section entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements in FLAG s final prospectus dated September 9, 2021 and Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023, and the risks and uncertainties indicated in the Registration Statement and the definitive proxy statement to be
delivered to FLAG s shareholders, including those set forth under Risk Factors therein, and other documents filed or to be filed with the SEC by FLAG.
Additional Information and Where to Find It
filed with the SEC a registration statement on Form S-4 (as may be amended from time to time, the Registration Statement ), which includes a definitive proxy statement of FLAG, and a prospectus in
connection with the proposed business combination transaction involving FLAG and Calidi. The definitive proxy statement and other relevant documents have been mailed to FLAG shareholders as of July 11, 2023, the record date established for
voting on the Business Combination. FLAG securityholders and other interested persons are advised to read the definitive proxy statement/prospectus, in connection with FLAG s solicitation of proxies for the special meeting because these
documents will contain important information about FLAG, Calidi, and the Business Combination. Investors, securityholders and other interested persons will also be able to obtain copies of the Registration Statement, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC by FLAG, once such documents are filed, free of charge, on the SEC s website at www.sec.gov or by directing a request to: First Light Acquisition Group, Inc., 11110
Sunset Hills Road #2278, Reston, VA 20190.
Participants in the Solicitation
FLAG and Calidi and their respective directors and officers and other members of management and employees may be deemed participants in the solicitation of
proxies in connection with the proposed business combination. FLAG shareholders and other interested persons may obtain, without charge, more detailed information regarding directors and officers of FLAG in FLAG s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from
FLAG s shareholders in connection with the proposed business combination will be included in the definitive proxy statement/prospectus that FLAG intends to file with the SEC.
No Offer or Solicitation
This communication does not
constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to buy
any security of Calidi, FLAG or any of their respective affiliates. There shall not be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the laws of such other jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.