Full Press Release Details
Systemic Antitumor Immune Response Utilizing Allogeneic Stem Cell-Based Platforms to Deliver and Potentiate Oncolytic Therapies www.calidibio.com February 2023
Forward-Looking Statements and Legal Disclaimer Presentation Disclaimer
This presentation (the "Presentation") is for informational purposes only with respect to the proposed business combination between First Light Acquisition Group, Inc., a Delaware special purpose acquisition corporation
("FLAG") and Calidi Biotherapeutics, Inc., a Nevada corporation (together with its subsidiaries and divisions, "Calidi"), and which we refer to as the "Business Combination." This Presentation does not purport to
be all-inclusive and does not constitute or involve any recommendation with respect to the voting, purchase or sale of any security or as to any other matter by FLAG, Calidi or any other person. This Presentation has been prepared by Calidi and
Calidi is solely responsible for its contents. FLAG and Calidi expressly disclaim any and all liability for representations, expressed or implied, contained in, or for omissions from, this Presentation or any other written or oral communication
transmitted to any interested party in the course of its evaluation of the Company. Only those particular representations and warranties that may be made by Calidi in a definitive written agreement, when and if one is executed, and subject to such
limitations and restrictions as may be specified in such agreement, shall have any legal effect. Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the
purposes used herein, the Company makes no representation or warranty with respect to the accuracy of such information. This Presentation does not purport to contain all of the information that may be required to evaluate the Business Combination.
This Presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax, financial or legal advice. No representation or warranty, express or implied, is or will be given by the Company
or FLAG or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this Presentation or any other written, oral or other communications transmitted
or otherwise made available to any party in the course of its evaluation of a possible transaction, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements,
negligent or otherwise, relating thereto. Accordingly, neither the Company nor FLAG nor any of their respective affiliates, directors, officers, employees or advisers or any other person shall be liable for any direct, indirect or consequential loss
or damages suffered by any person as a result of relying on any statement in or omission from this Presentation and any such liability is expressly disclaimed. Additional Information and Where to Find It FLAG intends to file with the U.S. Securities
and Exchange Commission (the "SEC") a registration statement on Form S-4 (as may be amended from time to time, the "Registration Statement"), which will include a preliminary proxy statement of FLAG, and a prospectus in
connection with the proposed business combination transaction (the "Business Combination") involving FLAG and Calidi. The definitive proxy statement and other relevant documents will be mailed to FLAG shareholders as of a record date to
be established for voting on the Business Combination. FLAG securityholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy
statement/prospectus in connection with FLAG's solicitation of proxies for the special meetings to be held to approve the Business Combination 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. Forward-Looking Information This
Presentation 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 Calidiwill 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. Page 2023 Calidi Biotherapeutics, Inc.
Company Proprietary; Patents issued and pending 2
Forward-Looking Statements and Legal Disclaimer (continued) 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 with FLAG; 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, any private
placement financing proposed to be consummated concurrently with the Business Combination (the "PIPE") 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 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 the Company 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 the Company'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, 2021, as filed with the SEC on
March 31, 2022, 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. This Presentation concerns pharmaceuticals that are in development and which have not yet been approved for marketing by the U.S. Food and Drug Administration (FDA). No representation is made as to the
safety or effectiveness of any of the products in development, nor for any products which may have applications pending before the FDA. Any trademarks, service marks, trade names and copyrights of the Company, FLAG and other companies contained in
this Presentation are the property of their respective owners. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. Neither FLAG nor Calidi is
undertaking any obligation to provide any additional information or to update or revise any forward-looking statements whether as a result of new information, future events or otherwise and any such responsibility or liability is expressly
disclaimed. You should not take any statement regarding past trends, activities or performance as a representation that the trends, activities or performance will continue in the future. Accordingly, you should not put undue reliance on these
statements. This Presentation is not intended to constitute, and should not be construed, as investment advice. 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, 2021, as filed with the SEC on March 31, 2022. 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. An investment in connection with Calidi or the Business
Combination is not an investment in any of FLAG's sponsor's, management team's or strategic advisors' past investments, companies or funds affiliated with them. The historical results of these persons, investments, companies,
funds or affiliates are no guarantee of future performance. No Offer or Solicitation This Presentation 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. Page 2023 Calidi Biotherapeutics, Inc. Company Proprietary; Patents issued and pending 3
First-In-Class Allogeneic Stem Cell Based Oncolytic Platforms Increase
survival rate and therapeutic efficacy in patients suffering from a wide variety of cancers through targeted delivery of allogeneic stem cells loaded with oncolytic viruses (OV) Calidi's Vision Provide safe and tolerable therapeutic options
for cancer patients that improve quality of life and reduce frequency of treatments Harnessing the power of Allogeneic Stem Cells to Using proprietary and scalable, commercially viable Deliver and Potentiate state-of-the-art OV and cell-based
delivery platforms Oncolytic Virotherapies Leverage first-in-class platform to drive partnerships with big pharma, government and academia to streamline development pathways Page 2023 Calidi Biotherapeutics, Inc. Company Proprietary;
Patents issued and pending 4
Synergistic Teams: First Light Acquisition Group & Calidi
Biotherapeutics Accelerating the ability to bring life-changing therapies to market more quickly with first-in-class technology and strategic partnering opportunities Vast Public Decades of Seeking Sector Operating and Significant Experience,
Disruptive, Next- Experience Investing Track Experience with Identifying and Gen Technology Serving Record Across High-Growth Executing on for Accelerated Missions of Highly Regulated Organizations Strategic Growth Global Industries Transactions
Importance First-in-Class Multiple Management Allogeneic Stem Team with Track Cell-Based Revenue Commercially Public Market Record of Platforms to Sources with Viable Experience Creating Significant Deliver and Manufacturing and Readiness
Shareholder Partnership Potentiate Value Opportunities Oncolytic Therapies Page 2023 Calidi Biotherapeutics, Inc. Company Proprietary; Patents issued and pending 5
Transaction Overview Key Transaction Terms Redemption Scenarios (2)
Total gross proceeds from Transaction, before payment of transaction expenses, expected to be up Illustrative Pro Forma Valuation 0% 75% to $82 million assuming no redemptions, combining a possible PIPE financing of up to $40 million Redemption
Price $10.00 $10.00 and up to $42 million held in First Light trust account Pro Forma Shares Outstanding (mm) 38.9 35.8 FLAG to seek up to $40 million PIPE financing. FLAG's Sponsor to offer 100% of its private placement Pro Forma Equity Value
$389 $358 warrants and up to 25% of its currently available founder shares to potential PIPE investors, or (3) (+) Existing Net Debt 3 3 otherwise forfeit such securities (-) New Cash to Balance Sheet (69) (38) Minimum cash condition of $15 million
of available cash at closing Pro Forma Enterprise Value $323 $323 In the five year period following closing, Calidi shareholders entitled up to 18 million additional shares of FLAG common stock with incremental releases of 4.5 million shares if the
trading price of Illustrative Sources and Uses FLAG common stock is $12, $14, $16 and $18 for a period for any 20 days within any 30 consecutive Sources day trading period. FLAG Cash in Trust $41 $10 FLAG Class A stockholders who do not redeem their
shares may be eligible for a pro rata portion of up to an additional 2,000,000 Non-Redeeming Continuation Shares to be issued at Closing Calidi Biotherapeutics Equity Rollover 250 250 Anticipated PIPE Investment 40 40 (1) Illustrative
Post-Transaction Ownership Total Sources $331 $300 0% Redemption 75% Redemption Uses 11% 12% Calidi Biotherapeutics Equity Rollover $250 $250 10% Cash to Equityholders 0 0 11% Cash to Balance Sheet 69 38 7% 14% (4) Fees & Expenses 12 12 64% 70%
Total Uses $331 $300 Calidi Shareholders FLAG Public Shareholders Anticipated PIPE Shareholders FLAG Sponsor Shareholders (1) Excludes earn-out of the existing Calidi shareholders and redemption recapture shares. Excludes the impact from potential
dilution from FLAG public warrants and private placement warrants or any potential new awards under any combined company new equity incentive plan. Includes adjustment of 1.44 million founder shares transferred to investors at the time of
FLAG's IPO. Page (2) Pro forma valuation at $10.10 per share. (3) Net debt calculated as of January 4, 2023. Does not include convertible notes which will convert to equity at the time of business combination. 6 (4) Includes professional
services fees (legal, accounting, audit and DD), IR/PR fees and D&O insurance tail-end coverage premium. Deferred underwriting fees have been waived. Does not include potential PIPE fees.
Executive Team with Proven Track Record David Sans, George Ng PH.D.
Allan Camaisa President & Chief Chairman & CEO Chief Corporate Operations Officer Development Officer Boris Minev, Wendy Stephen M.D. Pizarro, Esq. Thesing President, Medical & Chief Administrative Scientific Affairs, Acting Officer
& Chief Legal Chief Business Officer CMO Officer Antonio Amish Patel, Santidrian, Tony Kalajian PH.D. PH.D. Acting CFO Vice President of SVP, Global Head of Technical Operations R&D Page 2023 Calidi Biotherapeutics, Inc.
Company Proprietary; Patents issued and pending 7
Board of Directors with Deep Biopharma Expertise Allan Camaisa Dr.
Heehyoung Lee Chairman of the Board Director Scott Leftwich James Schoeneck Vice Chairman of the Board Director George Ng Alfonso Zulueta Director Director Page 2023 Calidi Biotherapeutics, Inc. Company Proprietary; Patents issued and
Calidi Board of Advisors Bernie Fox, Ph.D. Maciej (Matt) S Lesniak, MD
Chair, Department of Neurological Surgery Page 2023 Calidi Biotherapeutics, Inc. Company Proprietary; Patents issued and pending 9
Calidi Overcomes the Obstacles to Oncolytic Viral Therapy Challenges
with Naked OV Therapy Calidi's Solution Allogeneic Oncolytic Virus-Loaded Stem Cells Unprotected Oncolytic Virus Stem cell loaded with Active Rapid inactivation Inactivated Stem cell protects Oncolytic Viruses Oncolytic by immune Oncolytic and
amplifies OV (OV) Viruses system Viruses Successfully Tumor is Targeted Untouched Tumor Allogeneic Stem Cells Naked oncolytic viruses are quickly Calidi's Allogeneic eliminated by the patient's immune system, Protect, Amplify, Deliver
Stem Cell Platforms leading to limited therapeutic potential and Potentiate OV's Page 2023 Calidi Biotherapeutics, Inc. Company Proprietary; Patents issued and pending 10
Differentiated, Wholly-Owned Pipeline Targeting Multiple Cancer
Indications Non-clinical Pivotal Product Platform Target Indications Discovery Phase 1 Phase 2 Partner studies Trial Newly Diagnosed High Entering Phase 1b/2 Grade Glioma CLD-101 NeuroNova Recurrent High Grade Entering Phase 1 Glioma Advanced Solid
Tumors FDA Pre-IND - Planned Phase 1 (TNBC, Melanoma, Head CLD-201 and Neck) SuperNova Metastatic Solid Tumors CLD-202 Other Indications AAA Multiple Indications CLD-301 (Adult Allogeneic Adipose- derived stem cells) Page 2023 Calidi
Biotherapeutics, Inc. Company Proprietary; Patents issued and pending 11 Cancer indications
First-in-Class Platform With Significant Growth Potential
Calidi's allogeneic stem cell-based delivery platform enables scalable licensing model, driving revenue opportunities Accelerated R&D stage, expedited time to market Broad application: Platform compatible with numerous oncolytic viruses
CLD-101 CLD-201 Leverage partner's expertise and infrastructure to develop, significantly reducing cash burn Potential to rapidly bring new products addressing a wide range Multiple Potential to license stem-cell based delivery of cancers to
market development platform to develop new therapies targeting quickly and grow programs in cancers with significant unmet need revenue streams house Page 2023 Calidi Biotherapeutics, Inc. Company Proprietary; Patents issued and
Rapidly Growing OV Market With High Unmet Medical Needs Differentiated
technology with early signals of Large total addressable market across current efficacy; additional data needed to show clinical indications of focus: Melanoma, GBM, TNBC, H&N differentiation vs. competitor base ~56k patients across all Calidi
indications** (U.S. only) 5-6 key OV 40 assets in *** $9-11B OV Clinical pipeline Competitors (U.S. TAM) Rapidly growing OV market with high unmet needs Development Risks Comparable to all other clinical stage OVs * $2.4B 6-8 approved OVs biotech
companies (2030F) (2030F) * Sources: $150M 1 approved OV () Oncolytic Virus Immunotherapy Market Size is Predicted to Hit US$ 2.4 Billion by 2030 | BioSpace (2021) (2021) () Types of Cancer | Cancer.Net () Oncology Cancer Drugs Market Size is
projected to reach USD (globenewswire.com) Page 2023 Calidi Biotherapeutics, Inc. Company Proprietary; Patents issued and pending 13