Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Calidi Biotherapeutics, Inc. |
Entity Central Index Key | 0001855485 |
Entity Tax Identification Number | 86-2967193 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 4475 Executive Drive, Suite 200 |
Entity Address, City or Town | San Diego |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92121 |
City Area Code | (858) |
Local Phone Number | 794-9600 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 4475 Executive Drive |
Entity Address, Address Line Two | Suite 200 |
Entity Address, City or Town | San Diego |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92121 |
City Area Code | (858) |
Local Phone Number | 794-9600 |
Contact Personnel Name | Allan Camaisa |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | |||
Cash | $ 1,918,000 | $ 372,000 | $ 2,137,000 |
Prepaid expenses and other current assets | 890,000 | 414,000 | 603,000 |
Total current assets | 2,808,000 | 786,000 | 2,740,000 |
NONCURRENT ASSETS | |||
Machinery and equipment, net | 1,156,000 | 887,000 | 497,000 |
Operating lease right-of-use assets, net | 4,576,000 | 199,000 | 88,000 |
Deposits and other noncurrent assets | 725,000 | 66,000 | |
Deferred financing costs and other noncurrent assets | 1,639,000 | 725,000 | |
TOTAL ASSETS | 10,179,000 | 2,597,000 | 3,391,000 |
CURRENT LIABILITIES | |||
Related party legal settlement liability | 520,000 | 640,000 | 900,000 |
Loans payable, net of issuance costs, current | 1,000,000 | 1,000,000 | 1,038,000 |
Related party Series B preferred stock liability, at fair value | 7,600,000 | ||
Finance lease liability, current | 70,000 | 72,000 | 46,000 |
Operating lease right-of-use liability, current | 956,000 | 44,000 | 90,000 |
Total current liabilities | 60,631,000 | 42,989,000 | 25,959,000 |
NONCURRENT LIABILITIES | |||
Operating lease right-of-use liability, noncurrent | 3,546,000 | 305,000 | 5,000 |
Finance lease liability, noncurrent | 110,000 | 142,000 | 38,000 |
TOTAL LIABILITIES | 64,287,000 | 43,436,000 | 26,002,000 |
Commitments and contingencies (Note 14) | |||
STOCKHOLDERS’ DEFICIT | |||
Common stock, $0.0001 par value, 120,000 shares authorized; 20,622 and 19,928 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 2,000 | 2,000 | 2,000 |
Additional paid-in capital | 25,625,000 | 19,928,000 | 13,316,000 |
Accumulated other comprehensive loss, net of tax | (17,000) | (14,000) | (1,000) |
Accumulated deficit | (89,319,000) | (70,356,000) | (44,929,000) |
Total stockholders’ deficit | (63,709,000) | (50,440,000) | (31,612,000) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | 10,179,000 | 2,597,000 | 3,391,000 |
Nonrelated Party [Member] | |||
CURRENT LIABILITIES | |||
Related party accounts payable | 596,000 | 2,124,000 | 510,000 |
Related party accrued expenses and other current liabilities | 6,284,000 | 5,142,000 | 3,483,000 |
Related party term notes payable, net of discount, including accrued interest, current | 1,791,000 | 507,000 | |
Related party SAFE, at fair value, current | 29,435,000 | 24,575,000 | 14,394,000 |
Related Party [Member] | |||
CURRENT LIABILITIES | |||
Related party accounts payable | 81,000 | 147,000 | 114,000 |
Related party accrued expenses and other current liabilities | 611,000 | 205,000 | 23,000 |
Related party legal settlement liability | 640,000 | 880,000 | |
Related party term notes payable, net of discount, including accrued interest, current | 4,102,000 | 1,962,000 | 522,000 |
Related party convertible notes payable, including accrued interest, current | 842,000 | 804,000 | 1,365,000 |
Related party contingently convertible notes payable, at fair value, current | 1,629,000 | 1,152,000 | 1,572,000 |
Related party SAFE, at fair value, current | 5,082,000 | 4,615,000 | 1,417,000 |
Related party term notes payable, at fair value, current | 505,000 | ||
Related party Series B preferred stock liability, at fair value | 7,632,000 | ||
Founder Convertible Preferred Stock [Member] | |||
CONVERTIBLE PREFERRED STOCK | |||
Convertible preferred stock | 1,354,000 | 1,354,000 | 1,354,000 |
Series A1 Convertible Preferred Stock [Member] | |||
CONVERTIBLE PREFERRED STOCK | |||
Convertible preferred stock | 3,871,000 | 3,871,000 | 3,721,000 |
Series A 2 Convertible Preferred Stock [Member] | |||
CONVERTIBLE PREFERRED STOCK | |||
Convertible preferred stock | 4,376,000 | 4,376,000 | 3,926,000 |
Series B Convertible Preferred Stock [Member] | |||
CONVERTIBLE PREFERRED STOCK | |||
Convertible preferred stock | |||
First Light Acquisition Group Inc [Member] | |||
CURRENT ASSETS | |||
Cash | 669,867 | 93,892 | 1,062,653 |
Accounts receivable | 870 | 870 | |
Prepaid expenses - current | 124,741 | 306,909 | 420,908 |
Total current assets | 795,478 | 401,671 | 1,483,561 |
NONCURRENT ASSETS | |||
Marketable securities held in trust account | 43,214,249 | 42,453,107 | 230,004,784 |
Prepaid expenses - noncurrent | 280,944 | ||
Total Non-current Assets | 43,214,249 | 42,453,107 | 230,285,728 |
TOTAL ASSETS | 44,009,727 | 42,854,778 | 231,769,289 |
CURRENT LIABILITIES | |||
Accrued expenses | 5,788,079 | 3,219,620 | 347,146 |
Related party accounts payable | 487,324 | 51,074 | 63,839 |
Accrued interest payable | 143,589 | 7,719 | |
Promissory notes – related parties, net of debt discount | 1,490,000 | 1,224,635 | |
Contingent interest liability | 273,448 | 32,865 | |
Total current liabilities | 8,182,440 | 4,535,913 | 410,985 |
NONCURRENT LIABILITIES | |||
Warrant liability | 1,937,000 | 745,000 | 7,469,150 |
Forward purchase unit liability | 2,645,604 | 326,234 | 521,184 |
Deferred underwriting fee payable | 8,050,000 | ||
Total Non-current Liabilities | 4,582,604 | 1,071,234 | 16,040,334 |
TOTAL LIABILITIES | 12,765,044 | 5,607,147 | 16,451,319 |
Commitments and contingencies (Note 14) | |||
CONVERTIBLE PREFERRED STOCK | |||
Convertible preferred stock | 42,453,107 | 230,004,784 | |
STOCKHOLDERS’ DEFICIT | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 182,694 | ||
Accumulated deficit | (12,152,835) | (5,206,051) | (14,687,389) |
Total stockholders’ deficit | (11,969,566) | (5,205,476) | (14,686,814) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | 44,009,727 | 42,854,778 | 231,769,289 |
First Light Acquisition Group Inc [Member] | Common Class A [Member] | |||
CONVERTIBLE PREFERRED STOCK | |||
Convertible preferred stock | 43,214,249 | 42,453,107 | |
STOCKHOLDERS’ DEFICIT | |||
Common stock, $0.0001 par value, 120,000 shares authorized; 20,622 and 19,928 shares issued and outstanding as of December 31, 2022 and 2021, respectively | |||
First Light Acquisition Group Inc [Member] | Common Class B [Member] | |||
STOCKHOLDERS’ DEFICIT | |||
Common stock, $0.0001 par value, 120,000 shares authorized; 20,622 and 19,928 shares issued and outstanding as of December 31, 2022 and 2021, respectively | $ 575 | $ 575 | $ 575 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity, shares outstanding | 205,999 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 120,000,000 | 120,000,000 | 120,000,000 |
Common Stock, shares issued | 21,150,000 | 20,622,000 | 19,928,000 |
Common Stock, shares outstanding | 21,150,000 | 20,622,000 | 19,928,000 |
Founder Convertible Preferred Stock [Member] | |||
Temporary equity, shares issued | 10,402,000 | 10,402,000 | 10,402,000 |
Temporary equity, shares outstanding | 10,402,000 | 10,402,000 | 10,402,000 |
Preferred stock, shares outstanding | 10,402,000 | 10,402,000 | 10,402,000 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 10,500,000 | 10,500,000 | 10,500,000 |
Temporary equity, liquidation preference | $ 2,080 | $ 2,080 | $ 2,080 |
Series A1 Convertible Preferred Stock [Member] | |||
Temporary equity, shares issued | 4,316,000 | 4,316,000 | 4,166,000 |
Temporary equity, shares outstanding | 4,316,000 | 4,316,000 | 4,166,000 |
Preferred stock, shares outstanding | 4,316,000 | 4,316,000 | 4,166,000 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 5,000,000 | 5,000,000 | 9,000,000 |
Temporary equity, liquidation preference | $ 4,316 | $ 4,316 | $ 4,166 |
Series A 2 Convertible Preferred Stock [Member] | |||
Temporary equity, shares issued | 2,545,000 | 2,545,000 | 2,288,000 |
Temporary equity, shares outstanding | 2,545,000 | 2,545,000 | 2,288,000 |
Preferred stock, shares outstanding | 2,545,000 | 2,545,000 | 2,288,000 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 4,000,000 | 4,000,000 | 9,000,000 |
Temporary equity, liquidation preference | $ 4,454 | $ 4,004 | |
Series A2 Founder Convertible Preferred Stock [Member] | |||
Temporary equity, liquidation preference | $ 4,454 | ||
Series B Convertible Preferred Stock [Member] | |||
Temporary equity, shares issued | 0 | 0 | |
Temporary equity, shares outstanding | 0 | 0 | |
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 0 | 20,000,000 | |
First Light Acquisition Group Inc [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common Stock, shares issued | 4,128,024 | 23,000,000 | |
Common Stock, shares outstanding | 4,128,024 | 23,000,000 | |
First Light Acquisition Group Inc [Member] | Common Class A [Member] | |||
Temporary equity, shares issued | 23,000,000 | 23,000,000 | |
Temporary equity, shares outstanding | 4,128,024 | 4,128,024 | 23,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common Stock, shares issued | 0 | 0 | 0 |
Common Stock, shares outstanding | 0 | 0 | 0 |
First Light Acquisition Group Inc [Member] | Common Class B [Member] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 |
Common Stock, shares issued | 5,750,000 | 5,750,000 | 5,750,000 |
Common Stock, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUE | |||||||
Service revenues | $ 45,000 | $ 45,000 | $ 449,000 | ||||
OPERATING EXPENSES | |||||||
Cost of revenues | (14,000) | (14,000) | (94,000) | ||||
Research and development | (5,799,000) | (3,049,000) | (7,257,000) | (3,798,000) | |||
In-process research and development | (876,000) | ||||||
General and administrative | (6,152,000) | (8,436,000) | (15,902,000) | (6,163,000) | |||
Total operating expenses | (11,951,000) | (11,499,000) | (23,173,000) | (10,931,000) | |||
Loss from operations | (11,951,000) | (11,454,000) | (23,128,000) | (10,482,000) | |||
OTHER INCOME (EXPENSES), NET | |||||||
Change in fair value of debt and SAFE instruments | (2,100,000) | (675,000) | (1,887,000) | 523,000 | |||
Grant income | 1,580,000 | ||||||
Loss on extinguishment of debt from conversion of CCNP to SAFE | (738,000) | ||||||
Gain on extinguishment of debt | 675,000 | ||||||
Amortization of debt discount | (510,000) | (123,000) | (560,000) | ||||
Other income (expense), net | (21,000) | 4,000 | (5,000) | 9,000 | |||
Total other expenses, net | (7,004,000) | (849,000) | (2,288,000) | (440,000) | |||
LOSS BEFORE INCOME TAXES | (18,955,000) | (12,303,000) | (25,416,000) | (10,922,000) | |||
Income tax provision | (8,000) | (13,000) | (11,000) | (11,000) | |||
NET LOSS | $ (18,963,000) | $ (12,316,000) | $ (25,427,000) | $ (10,933,000) | |||
Weighted average common shares outstanding basic | 20,940 | 20,276 | 20,433 | 19,748 | |||
Weighted average common shares outstanding diluted | 20,940 | 20,276 | 20,433 | 19,748 | |||
Net loss per share basic | $ (0.91) | $ (0.61) | $ (1.24) | $ (0.55) | |||
Net loss per share diluted | $ (0.91) | $ (0.61) | $ (1.24) | $ (0.55) | |||
Nonrelated Party [Member] | |||||||
OTHER INCOME (EXPENSES), NET | |||||||
Interest expense | $ (165,000) | $ (19,000) | $ (42,000) | $ (50,000) | |||
Related Party [Member] | |||||||
OTHER INCOME (EXPENSES), NET | |||||||
Interest expense | (358,000) | (12,000) | (116,000) | (564,000) | |||
Series B preferred stock financing costs – related party | (2,680,000) | ||||||
Change in fair value of debt and SAFE instruments — related party | (3,260,000) | (147,000) | (238,000) | $ (295,000) | |||
First Light Acquisition Group Inc [Member] | |||||||
OPERATING EXPENSES | |||||||
Total operating expenses | $ 1,495,739 | $ 361,622 | 3,524,950 | 890,480 | $ 1,781,700 | 4,669,524 | |
Loss from operations | (1,495,739) | (361,622) | (3,524,950) | (890,480) | (1,781,700) | (4,669,524) | |
OTHER INCOME (EXPENSES), NET | |||||||
Unrealized gain on marketable securities held in Trust Account | 12,848 | 40,834 | 2,266 | 3,115 | |||
Earnings on marketable securities held in Trust Account | 493,561 | 159,999 | 919,410 | 176,504 | 1,669 | 1,627,601 | |
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 | 5,653,850 | 6,724,150 | |
Change in fair value of forward purchase units | (1,764,927) | 332,983 | (2,319,370) | 210,963 | (490,184) | 194,950 | |
Amortization of debt discount | (16,523) | (32,865) | |||||
Other income (expense), net | |||||||
Total other expenses, net | (2,694,720) | 4,522,832 | (2,824,574) | 6,513,883 | 5,168,450 | 8,546,701 | |
LOSS BEFORE INCOME TAXES | (4,190,459) | 4,161,210 | (6,349,524) | 5,623,403 | 3,386,750 | 3,877,177 | |
Income tax provision | (77,949) | (143,424) | (346,987) | ||||
NET LOSS | $ (4,268,408) | $ 4,161,210 | $ (6,492,948) | $ 5,623,403 | $ 3,386,750 | $ 3,530,190 | |
First Light Acquisition Group Inc [Member] | Class A Redeemable Common Stock [Member] | |||||||
OTHER INCOME (EXPENSES), NET | |||||||
Weighted average common shares outstanding basic | 4,128,024 | 23,000,000 | 4,128,024 | 23,000,000 | 8,890,071 | 17,674,483 | |
Weighted average common shares outstanding diluted | 4,128,024 | 23,000,000 | 4,128,024 | 23,000,000 | 8,890,071 | 17,674,483 | |
Net loss per share basic | $ (0.39) | $ 0.15 | $ (0.55) | $ 0.20 | $ 1.03 | $ 0.18 | |
Net loss per share diluted | $ (0.39) | $ 0.15 | $ (0.55) | $ 0.20 | $ 1.03 | $ 0.18 | |
First Light Acquisition Group Inc [Member] | Non Redeemable Class B Common Stock [Member] | |||||||
OTHER INCOME (EXPENSES), NET | |||||||
Weighted average common shares outstanding basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |
Weighted average common shares outstanding diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |
Net loss per share basic | $ (0.46) | $ 0.14 | $ (0.73) | $ 0.19 | $ (1) | $ 0.05 | |
Net loss per share diluted | $ (0.46) | $ 0.14 | $ (0.73) | $ 0.19 | $ (1) | $ 0.05 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) | Class A Common Stock Subject To Possible Redemption [Member] First Light Acquisition Group Inc [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] | Class A Common Stock Subject To Possible Redemption [Member] First Light Acquisition Group Inc [Member] | Class B Common Stock [Member] First Light Acquisition Group Inc [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] | Class B Common Stock [Member] First Light Acquisition Group Inc [Member] | Additional Paid-in Capital [Member] First Light Acquisition Group Inc [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-in Capital [Member] First Light Acquisition Group Inc [Member] | Additional Paid-in Capital [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] First Light Acquisition Group Inc [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] | Retained Earnings [Member] First Light Acquisition Group Inc [Member] | Retained Earnings [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] | Retained Earnings [Member] | Total Stockholders Deficit [Member] First Light Acquisition Group Inc [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] | Total Stockholders Deficit [Member] First Light Acquisition Group Inc [Member] | Preferred Stock [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] Founder Convertible Preferred Stock [Member] | Preferred Stock [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] Series A1 Convertible Preferred Stock [Member] | Preferred Stock [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] Series A 2 Convertible Preferred Stock [Member] | Preferred Stock [Member] Founder Convertible Preferred Stock [Member] | Preferred Stock [Member] Series A1 Convertible Preferred Stock [Member] | Preferred Stock [Member] Series A 2 Convertible Preferred Stock [Member] | Preferred Stock [Member] Series A2 Founder Convertible Preferred Stock [Member] | Common Stock [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member] | AOCI Attributable to Parent [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] | AOCI Attributable to Parent [Member] | First Light Acquisition Group Inc [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Founder Convertible Preferred Stock [Member] | Series A1 Convertible Preferred Stock [Member] | Series A 2 Convertible Preferred Stock [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 11,949,000 | $ (34,437,000) | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | $ 2,000 | $ 6,000 | $ (22,480,000) | |||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2020 | 19,521,373 | ||||||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2020 | 10,402,285 | 4,166,400 | 2,287,740 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | ||||||||||||||||||||||||||||
Cumulative effect on adoption of ASU 2020-06 on January 1, 2021 | Accounting Standards Update 2020-06 [Member] | $ (441,000) | $ 441,000 | |||||||||||||||||||||||||||||
Net loss | (10,933,000) | (10,933,000) | |||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | 35,000 | $ 35,000 | |||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs, shares | 35,000 | 35,000 | |||||||||||||||||||||||||||||
Issuance of common stock warrants residual value | 22,000 | $ 22,000 | |||||||||||||||||||||||||||||
Exercise of stock options | 100,000 | 100,000 | |||||||||||||||||||||||||||||
Exercise of stock options, shares | 100,000 | ||||||||||||||||||||||||||||||
Stock-based compensation | 1,327,000 | 1,327,000 | |||||||||||||||||||||||||||||
Foreign currency translation adjustments | (7,000) | (7,000) | |||||||||||||||||||||||||||||
Issuance of common stock in lieu of cash for consulting services | 122,000 | 122,000 | |||||||||||||||||||||||||||||
Issuance of common stock in lieu of cash for consulting services, shares | 121,735 | ||||||||||||||||||||||||||||||
Issuance of common stock upon renewal of term notes payable | 35,000 | 35,000 | |||||||||||||||||||||||||||||
Issuance of common stock in lieu of cash for consulting services, shares | 50,000 | ||||||||||||||||||||||||||||||
Issuance of common stock to acquire IPR&D assets | 167,000 | 167,000 | |||||||||||||||||||||||||||||
Issuance of common stock to acquire IPR&D assets, shares | 100,000 | ||||||||||||||||||||||||||||||
Ending balance, value at Dec. 31, 2021 | $ 230,004,784 | $ 575 | 13,316,000 | $ (14,687,389) | (44,929,000) | $ (14,686,814) | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | $ 2,000 | (1,000) | $ (14,686,814) | $ (31,612,000) | ||||||||||||||||||
Ending balance, shares at Dec. 31, 2021 | 23,000,000 | 5,750,000 | 19,928,108 | 19,928,108 | |||||||||||||||||||||||||||
Ending balance, shares at Dec. 31, 2021 | 10,402,285 | 4,166,400 | 2,287,740 | 2,287,740 | 10,402,000 | 4,166,000 | 2,288,000 | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | $ 3,926,000 | 230,004,784 | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | |||||||||||||||||||||||
Beginning balance, value at Mar. 23, 2021 | |||||||||||||||||||||||||||||||
Beginning balance, shares at Mar. 23, 2021 | |||||||||||||||||||||||||||||||
Remeasurement of Class A common stock to redemption value | $ 4,784 | (4,784) | (4,784) | ||||||||||||||||||||||||||||
Net loss | 3,386,750 | 3,386,750 | 3,386,750 | ||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | $ 461 | 19,564 | 20,025 | ||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs, shares | 4,605,750 | ||||||||||||||||||||||||||||||
Issuance of Class B common stock to Metric | $ 114 | 4,861 | 4,975 | ||||||||||||||||||||||||||||
Issuance of Class B common stock to Metric, shares | 1,144,250 | ||||||||||||||||||||||||||||||
Issuance of Class A common stock | $ 198,363,610 | ||||||||||||||||||||||||||||||
Issuance of Class A common stock | 23,000,000 | ||||||||||||||||||||||||||||||
Issuance of common stock warrants residual value | 2,081,733 | 2,081,733 | |||||||||||||||||||||||||||||
Forward purchase units liability | (31,000) | (31,000) | |||||||||||||||||||||||||||||
Excess fair value of anchor investor shares over purchase price | 11,491,877 | 11,491,877 | |||||||||||||||||||||||||||||
Accretion of Class A common stock to redemption value | 31,636,390 | (13,567,035) | (18,069,355) | (31,636,390) | (31,636,390) | ||||||||||||||||||||||||||
Ending balance, value at Dec. 31, 2021 | $ 230,004,784 | $ 575 | 13,316,000 | (14,687,389) | (44,929,000) | (14,686,814) | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | $ 2,000 | (1,000) | (14,686,814) | $ (31,612,000) | ||||||||||||||||||
Ending balance, shares at Dec. 31, 2021 | 23,000,000 | 5,750,000 | 19,928,108 | 19,928,108 | |||||||||||||||||||||||||||
Ending balance, shares at Dec. 31, 2021 | 10,402,285 | 4,166,400 | 2,287,740 | 2,287,740 | 10,402,000 | 4,166,000 | 2,288,000 | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | $ 3,926,000 | 230,004,784 | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | |||||||||||||||||||||||
Remeasurement of Class A common stock to redemption value | $ 18,771 | (18,771) | (18,771) | ||||||||||||||||||||||||||||
Net loss | 1,462,193 | 1,462,193 | |||||||||||||||||||||||||||||
Ending balance, value at Mar. 31, 2022 | $ 230,023,555 | $ 575 | (13,243,967) | (13,243,392) | |||||||||||||||||||||||||||
Ending balance, shares at Mar. 31, 2022 | 23,000,000 | 5,750,000 | |||||||||||||||||||||||||||||
Beginning balance, value at Dec. 31, 2021 | $ 230,004,784 | $ 575 | 13,316,000 | (14,687,389) | (44,929,000) | (14,686,814) | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | $ 2,000 | (1,000) | (14,686,814) | $ (31,612,000) | ||||||||||||||||||
Beginning balance, shares at Dec. 31, 2021 | 23,000,000 | 5,750,000 | 19,928,108 | 19,928,108 | |||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2021 | 10,402,285 | 4,166,400 | 2,287,740 | 2,287,740 | 10,402,000 | 4,166,000 | 2,288,000 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | $ 3,926,000 | 230,004,784 | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | |||||||||||||||||||||||
Net loss | (12,316,000) | 5,623,403 | $ (12,316,000) | ||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs, shares | 263,646 | ||||||||||||||||||||||||||||||
Exercise of stock options | 114,000 | $ 114,000 | |||||||||||||||||||||||||||||
Exercise of stock options, shares | 263,646 | ||||||||||||||||||||||||||||||
Stock-based compensation | 2,402,000 | 2,402,000 | |||||||||||||||||||||||||||||
Foreign currency translation adjustments | (17,000) | (17,000) | |||||||||||||||||||||||||||||
Issuance of preferred stock for conversion of related party convertible notes payable | $ 150,000 | 450,000 | |||||||||||||||||||||||||||||
Issuance of preferred stock for conversion of related party convertible notes payable, shares | 150,000 | 257,143 | |||||||||||||||||||||||||||||
Issuance of common stock in lieu of cash for consulting services | 158,000 | 158,000 | |||||||||||||||||||||||||||||
Issuance of common stock in lieu of cash for consulting services, shares | 131,000 | ||||||||||||||||||||||||||||||
Issuance of common stock in lieu of cash for recruiting services | 7,000 | 7,000 | |||||||||||||||||||||||||||||
Issuance of common stock in lieu of cash for recruiting services, shares | 4,000 | ||||||||||||||||||||||||||||||
Issuance of common stock in lieu of cash per settlement agreement | 1,621,000 | 1,621,000 | |||||||||||||||||||||||||||||
Issuance of common stock in lieu of cash per settlement agreement, shares | 250,000 | ||||||||||||||||||||||||||||||
Ending balance, value at Jun. 30, 2022 | $ 230,183,554 | $ 575 | 17,618,000 | (9,242,756) | (57,245,000) | (9,242,181) | $ 1,354,000 | $ 3,871,000 | 4,376,000 | $ 2,000 | (18,000) | (39,643,000) | |||||||||||||||||||
Ending balance, shares at Jun. 30, 2022 | 23,000,000 | 5,750,000 | 20,576,754 | ||||||||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2022 | 10,402,285 | 4,316,400 | 2,544,883 | ||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | ||||||||||||||||||||||||||||
Beginning balance, value at Dec. 31, 2021 | $ 230,004,784 | $ 575 | 13,316,000 | (14,687,389) | (44,929,000) | (14,686,814) | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | $ 2,000 | (1,000) | (14,686,814) | $ (31,612,000) | ||||||||||||||||||
Beginning balance, shares at Dec. 31, 2021 | 23,000,000 | 5,750,000 | 19,928,108 | 19,928,108 | |||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2021 | 10,402,285 | 4,166,400 | 2,287,740 | 2,287,740 | 10,402,000 | 4,166,000 | 2,288,000 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | $ 3,926,000 | 230,004,784 | $ 1,354,000 | $ 3,721,000 | $ 3,926,000 | |||||||||||||||||||||||
Remeasurement of Class A common stock to redemption value | $ 2,458,852 | (360,000) | (2,098,852) | (2,458,852) | |||||||||||||||||||||||||||
Net loss | 3,530,190 | (25,427,000) | 3,530,190 | 3,530,190 | $ (25,427,000) | ||||||||||||||||||||||||||
Redemption of Class A common stock | $ (190,010,529) | ||||||||||||||||||||||||||||||
Redemption of Class A common stock, Share | (18,871,976) | ||||||||||||||||||||||||||||||
Sponsor share repurchase financing | 360,000 | 360,000 | |||||||||||||||||||||||||||||
Waiver of deferred underwriter fee payable | 8,050,000 | 8,050,000 | |||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs, shares | 120,000,000 | ||||||||||||||||||||||||||||||
Exercise of stock options | 114,000 | $ 114,000 | |||||||||||||||||||||||||||||
Exercise of stock options, shares | 263,646 | ||||||||||||||||||||||||||||||
Stock-based compensation | 4,522,000 | 4,522,000 | |||||||||||||||||||||||||||||
Foreign currency translation adjustments | (13,000) | (13,000) | |||||||||||||||||||||||||||||
Issuance of preferred stock for conversion of related party convertible notes payable | $ 150,000 | $ 450,000 | |||||||||||||||||||||||||||||
Issuance of preferred stock for conversion of related party convertible notes payable, shares | 150,000 | 257,143 | |||||||||||||||||||||||||||||
Issuance of common stock in lieu of cash for consulting services | 205,000 | 205,000 | |||||||||||||||||||||||||||||
Issuance of common stock in lieu of cash for consulting services, shares | 141,590 | ||||||||||||||||||||||||||||||
Issuance of new shares and transfer of shares of common stock in connection with legal settlement (see Notes 14) | 1,621,000 | 1,621,000 | |||||||||||||||||||||||||||||
Issuance of common stock in lieu of cash for consulting services, shares | 250,000 | ||||||||||||||||||||||||||||||
Issuance of common stock upon renewal of term notes payable | 150,000 | 150,000 | |||||||||||||||||||||||||||||
Issuance of common stock in lieu of cash for consulting services, shares | 38,860 | ||||||||||||||||||||||||||||||
Ending balance, value at Dec. 31, 2022 | $ 42,453,107 | $ 575 | 19,928,000 | (5,206,051) | (70,356,000) | (5,205,476) | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | $ 2,000 | (14,000) | (5,205,476) | $ (50,440,000) | ||||||||||||||||||
Ending balance, shares at Dec. 31, 2022 | 4,128,024 | 5,750,000 | 20,622,204 | 20,622,204 | |||||||||||||||||||||||||||
Ending balance, shares at Dec. 31, 2022 | 10,402,285 | 4,316,400 | 2,544,883 | 2,544,883 | 10,402,000 | 4,316,000 | 2,545,000 | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | $ 4,376,000 | 42,453,107 | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | |||||||||||||||||||||||
Beginning balance, value at Mar. 31, 2022 | $ 230,023,555 | $ 575 | (13,243,967) | (13,243,392) | |||||||||||||||||||||||||||
Beginning balance, shares at Mar. 31, 2022 | 23,000,000 | 5,750,000 | |||||||||||||||||||||||||||||
Remeasurement of Class A common stock to redemption value | $ 159,999 | (159,999) | (159,999) | ||||||||||||||||||||||||||||
Net loss | 4,161,210 | 4,161,210 | 4,161,210 | ||||||||||||||||||||||||||||
Ending balance, value at Jun. 30, 2022 | $ 230,183,554 | $ 575 | 17,618,000 | (9,242,756) | (57,245,000) | (9,242,181) | $ 1,354,000 | $ 3,871,000 | 4,376,000 | $ 2,000 | (18,000) | $ (39,643,000) | |||||||||||||||||||
Ending balance, shares at Jun. 30, 2022 | 23,000,000 | 5,750,000 | 20,576,754 | ||||||||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2022 | 10,402,285 | 4,316,400 | 2,544,883 | ||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | ||||||||||||||||||||||||||||
Beginning balance, value at Dec. 31, 2022 | $ 42,453,107 | $ 575 | 19,928,000 | (5,206,051) | (70,356,000) | (5,205,476) | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | $ 2,000 | (14,000) | (5,205,476) | $ (50,440,000) | ||||||||||||||||||
Beginning balance, shares at Dec. 31, 2022 | 4,128,024 | 5,750,000 | 20,622,204 | 20,622,204 | |||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2022 | 10,402,285 | 4,316,400 | 2,544,883 | 2,544,883 | 10,402,000 | 4,316,000 | 2,545,000 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | $ 4,376,000 | 42,453,107 | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | |||||||||||||||||||||||
Cumulative effect on adoption of ASU 2020-06 on January 1, 2021 | Accounting Standards Update 2020-06 [Member] | |||||||||||||||||||||||||||||||
Remeasurement of Class A common stock to redemption value | $ 453,836 | (453,836) | (453,836) | ||||||||||||||||||||||||||||
Net loss | (2,224,540) | (2,224,540) | |||||||||||||||||||||||||||||
Ending balance, value at Mar. 31, 2023 | $ 42,906,943 | $ 575 | (7,884,427) | (7,883,852) | |||||||||||||||||||||||||||
Ending balance, shares at Mar. 31, 2023 | 4,128,024 | 5,750,000 | |||||||||||||||||||||||||||||
Beginning balance, value at Dec. 31, 2022 | $ 42,453,107 | $ 575 | 19,928,000 | (5,206,051) | (70,356,000) | (5,205,476) | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | $ 2,000 | (14,000) | (5,205,476) | $ (50,440,000) | ||||||||||||||||||
Beginning balance, shares at Dec. 31, 2022 | 4,128,024 | 5,750,000 | 20,622,204 | 20,622,204 | |||||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2022 | 10,402,285 | 4,316,400 | 2,544,883 | 2,544,883 | 10,402,000 | 4,316,000 | 2,545,000 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | $ 4,376,000 | 42,453,107 | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | |||||||||||||||||||||||
Net loss | (18,963,000) | (6,492,948) | $ (18,963,000) | ||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | 272,000 | $ 272,000 | |||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs, shares | 102,889 | 425,001 | |||||||||||||||||||||||||||||
Exercise of stock options | 231,000 | $ 231,000 | |||||||||||||||||||||||||||||
Exercise of stock options, shares | 425,001 | ||||||||||||||||||||||||||||||
Series B preferred stock financing costs | 2,680,000 | 2,680,000 | |||||||||||||||||||||||||||||
Stock-based compensation | 2,514,000 | 2,514,000 | |||||||||||||||||||||||||||||
Foreign currency translation adjustments | (3,000) | (3,000) | |||||||||||||||||||||||||||||
Ending balance, value at Jun. 30, 2023 | $ 43,214,249 | $ 575 | 182,694 | 25,625,000 | (12,152,835) | (89,319,000) | (11,969,566) | $ 1,354,000 | $ 3,871,000 | 4,376,000 | $ 2,000 | (17,000) | (11,969,566) | $ (63,709,000) | |||||||||||||||||
Ending balance, shares at Jun. 30, 2023 | 4,128,024 | 5,750,000 | 21,150,094 | 21,150,095 | |||||||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2023 | 10,402,285 | 4,316,400 | 2,544,883 | 10,402,000 | 4,316,000 | 2,545,000 | 205,999 | ||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | |||||||||||||||||||||||||
Beginning balance, value at Mar. 31, 2023 | $ 42,906,943 | $ 575 | (7,884,427) | (7,883,852) | |||||||||||||||||||||||||||
Beginning balance, shares at Mar. 31, 2023 | 4,128,024 | 5,750,000 | |||||||||||||||||||||||||||||
Remeasurement of Class A common stock to redemption value | $ 307,306 | (307,306) | (307,306) | ||||||||||||||||||||||||||||
Net loss | (4,268,408) | (4,268,408) | (4,268,408) | ||||||||||||||||||||||||||||
Cancellation of promissory notes | 490,000 | 490,000 | |||||||||||||||||||||||||||||
Ending balance, value at Jun. 30, 2023 | $ 43,214,249 | $ 575 | $ 182,694 | $ 25,625,000 | $ (12,152,835) | $ (89,319,000) | $ (11,969,566) | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | $ 2,000 | $ (17,000) | $ (11,969,566) | $ (63,709,000) | |||||||||||||||||
Ending balance, shares at Jun. 30, 2023 | 4,128,024 | 5,750,000 | 21,150,094 | 21,150,095 | |||||||||||||||||||||||||||
Ending balance, shares at Jun. 30, 2023 | 10,402,285 | 4,316,400 | 2,544,883 | 10,402,000 | 4,316,000 | 2,545,000 | 205,999 | ||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 | $ 1,354,000 | $ 3,871,000 | $ 4,376,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (18,963,000) | $ (12,316,000) | $ (25,427,000) | $ (10,933,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation expense | 206,000 | 100,000 | 260,000 | 156,000 | |
Change in right of use assets and liabilities | (7,000) | (3,000) | |||
Amortization of right of use assets | 341,000 | 3,000 | |||
Stock-based compensation | 2,514,000 | 2,402,000 | 4,522,000 | 1,327,000 | |
Change in fair value of debt and SAFE instruments, including related party | 5,360,000 | 822,000 | 2,125,000 | 510,000 | |
Series B preferred stock financing costs | 2,680,000 | ||||
In-process research and development | 167,000 | ||||
Gain on extinguishment of debt and other | (655,000) | ||||
Legal settlement with shares of common stock | 1,621,000 | 1,621,000 | |||
Amortization of debt discount and financing costs | 510,000 | 123,000 | 560,000 | ||
Other | 12,000 | ||||
Changes in operating assets and liabilities: | |||||
Prepaid expenses and other current assets | (565,000) | 288,000 | 170,000 | (410,000) | |
Accounts payable | (1,672,000) | 1,299,000 | 1,624,000 | (239,000) | |
Accrued expenses and other current liabilities | 1,488,000 | 706,000 | 1,775,000 | 1,746,000 | |
Operating lease right of use liability | (179,000) | ||||
Net cash used in operating activities | (8,280,000) | (5,063,000) | (13,214,000) | (7,774,000) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of machinery and equipment | (443,000) | (200,000) | (428,000) | (206,000) | |
Security deposits, net | 63,000 | ||||
Security deposits and other | (66,000) | (9,000) | |||
Net cash used in investing activities | (380,000) | (200,000) | (494,000) | (215,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from exercise of stock options | 231,000 | 114,000 | 114,000 | 100,000 | |
Repayment of principal on loan payable to bank | (38,000) | (38,000) | (98,000) | ||
Repayment of financing lease obligations | (36,000) | (50,000) | (81,000) | (31,000) | |
Payment of deferred financing costs | (989,000) | (1,064,000) | (58,000) | ||
Proceeds from sale of common stock | 35,000 | ||||
Proceeds from bank loan | 1,000,000 | ||||
Proceeds from PPP loan | 379,000 | ||||
Net cash provided by financing activities | 10,366,000 | 3,512,000 | 12,087,000 | 9,810,000 | |
Effect of exchange rate changes on cash | (10,000) | (16,000) | (26,000) | (4,000) | |
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH | 1,696,000 | (1,767,000) | (1,647,000) | 1,817,000 | |
CASH AND RESTRICTED CASH BALANCE: | |||||
At beginning of the period | 590,000 | 2,237,000 | 2,237,000 | 420,000 | |
At end of the period | 2,286,000 | 470,000 | $ 2,237,000 | 590,000 | 2,237,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||
Cash paid for interest | 23,000 | 18,000 | 35,000 | 45,000 | |
Cash paid for income taxes | 8,000 | 13,000 | 11,000 | 8,000 | |
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES | |||||
Issuance of common stock in lieu of cash for services and settlement of accounts payable | 166,000 | 205,000 | 122,000 | ||
Issuance of common stock in lieu of cash interest for term notes payable | 272,000 | 150,000 | |||
Deferred financing costs included in accounts payable and accrued liabilities | 154,000 | 733,000 | 251,000 | ||
Issuance of preferred stock upon conversion of related party convertible notes payable | 600,000 | 600,000 | |||
Purchase of equipment included in accounts payable and accrued liabilities | 26,000 | 112,000 | |||
Issuance of SAFE in lieu of cash for settlement of advisory services accounts payable | 166,000 | 75,000 | 195,000 | ||
Machinery and equipment acquired through financing leases | 198,000 | ||||
Issuance date residual value allocated to warrant issued with term notes | 22,000 | ||||
Related Party [Member] | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Related party proceeds from issuance of Series B preferred stock | 5,150,000 | ||||
Related party proceeds from SAFE | 500,000 | 2,550,000 | 1,150,000 | ||
Related party proceeds from issuance of term notes payable | 2,000,000 | 1,000,000 | 500,000 | ||
Nonrelated Party [Member] | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Related party proceeds from SAFE | 2,760,000 | 4,050,000 | 8,100,000 | 6,775,000 | |
Related party proceeds from issuance of term notes payable | 1,250,000 | 500,000 | |||
First Light Acquisition Group Inc [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | (6,492,948) | 5,623,403 | 3,386,750 | 3,530,190 | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Interest earned on marketable securities held in Trust Account | (176,504) | ||||
Changes in unrealized gain on marketable securities held in Trust Account | (40,834) | (2,266) | (3,115) | (134,540) | |
Interest income | (1,669) | ||||
Change in fair value of warrant liability | 1,192,000 | (6,124,150) | (5,653,850) | (6,724,150) | |
Change in fair value of forward purchase liability | 2,319,370 | (210,963) | 490,184 | (194,950) | |
Change in fair value of contingent interest liability | 240,583 | ||||
Sponsor share repurchase financing expense | 360,000 | ||||
Allocation of deferred offering cost for warrant liability | 989,674 | ||||
Amortization of debt discount and financing costs | 32,865 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (870) | ||||
Prepaid expenses | 182,168 | 193,994 | (701,852) | 394,943 | |
Accrued expenses | 2,568,459 | (36,029) | 347,146 | 2,872,474 | |
Accrued interest | 135,870 | 7,719 | |||
Accounts payable | 436,250 | (1,295) | 63,839 | (12,765) | |
Net cash used in operating activities | 573,783 | (733,810) | (1,082,893) | 98,051 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchase of marketable securities held in Trust Account | (1,342,596) | (230,000,000) | (2,324,312) | ||
Proceeds from sale of marketable securities in Trust Account | 622,288 | ||||
Proceeds from sale of investments | 190,010,529 | ||||
Net cash used in investing activities | (720,308) | (230,000,000) | 187,686,217 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from Issuance of Class A common stock | 230,000,000 | ||||
Payment for underwriting fee | (2,335,058) | ||||
Proceeds from sale of common stock | 25,000 | ||||
Proceeds from the sale of Private Placement Warrants | 5,095,733 | ||||
Proceeds from promissory notes – related parties | 722,500 | 188,804 | 1,257,500 | ||
Repayment of promissory note – related party | (188,804) | ||||
Payment of Class A common stock redemptions | (190,010,529) | ||||
Payment of deferred offering costs | (640,129) | ||||
Net cash provided by financing activities | 722,500 | 232,145,546 | (188,753,029) | ||
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH | 575,975 | (733,810) | 1,062,653 | (968,761) | |
CASH AND RESTRICTED CASH BALANCE: | |||||
At beginning of the period | 93,892 | 1,062,653 | 1,062,653 | ||
At end of the period | 669,867 | 328,843 | 1,062,653 | 93,892 | $ 1,062,653 |
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES | |||||
Initial measurement of Class A common stock subject to possible redemption | 198,363,610 | ||||
Remeasurement of Class A common stock subject to possible redemption | 761,142 | 178,770 | 31,641,174 | 2,458,852 | |
Initial fair value of public warrant liability | 10,109,000 | ||||
Initial fair value of private warrant liability | 3,014,000 | ||||
Initial fair value of forward purchase units liability | 31,000 | ||||
Initial measurement of contingent interest liability | 32,862 | 32,865 | |||
Initial measurement of debt discount | $ 32,865 | 32,865 | |||
Deferred underwriting fee payable | $ 8,050,000 | $ (8,050,000) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
NET LOSS | $ (18,963) | $ (12,316) | $ (25,427) | $ (10,933) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation adjustment | (3) | (17) | (13) | (7) |
COMPREHENSIVE LOSS | $ (18,966) | $ (12,333) | $ (25,440) | $ (10,940) |
Organization, Description of th
Organization, Description of the Business, the Proposed Merger and Liquidity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Description of the Business, the Proposed Merger and Liquidity | 1. Organization, Description of the Business, the Proposed Merger and Liquidity Calidi Biotherapeutics, Inc. (“Calidi”), founded in 2014 and reincorporated in the state of Nevada in 2019, is a clinical stage immuno-oncology company developing and commercialization novel stem cell-based platforms for delivery and potentiation of oncolytic viruses for the treatment of cancer. Calidi is developing a pipeline of off-the-shelf allogeneic cell product candidates that are designed to: (i) protect oncolytic viruses from complement inactivation and innate immune cell inactivation by the body’s immune system; (ii) support oncolytic viral amplification in the allogeneic cells, and (iii) modify the tumor microenvironment to facilitate tumor cell targeting and viral amplification at the tumor sites for an extended period of time, potentially leading to an improved cancer therapy. Calidi’s most advanced product candidates are discussed below. CLD-101 (NeuroNova ™ CLD-101 for recurrent HGG (also referred to as “NNV2” as to the recurrent HGG indication) is a licensed program under development for patents covering cancer therapies using an oncolytic adenovirus in combination with a clinical grade allogeneic neural stem cell line for recurrent HGG. Calidi licensed this product candidate in July 2021 pursuant to an agreement with City of Hope for the commercial development of NNV2 (see Note 13). CLD-201 (SuperNova ™ Calidi is also developing engineered oncolytic vaccinia virus constructs as well as allogeneic cell-based platforms with improved systemic anti-tumor immunity in the exploratory stages of development. Calidi’s operations to date have focused on organization and staffing, business planning, raising capital, licensing, acquiring and developing technology, establishing intellectual property portfolio, identifying potential product candidates and undertaking preclinical studies, process development and procuring manufacturing for preclinical and clinical trials. Calidi’s product candidates are subject to long development cycles and Calidi may be unsuccessful in its efforts to develop, obtain regulatory approval for or market its product candidates. Calidi is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, possible failure of preclinical studies or clinical trials, the need to obtain marketing approval for its product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, the need to successfully commercialize and gain market acceptance of any of Calidi’s products that are approved and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing, and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if Calidi’s drug development efforts are successful, it is uncertain when, if ever, Calidi will realize significant revenue from product sales. Agreement and Plan of Merger with First Light Acquisition Group, Inc. On January 9, 2023, First Light Acquisition Group, Inc., a Delaware corporation (“FLAG”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among FLAG, FLAG Merger Sub, Inc., a Nevada corporation and a direct, wholly owned subsidiary of FLAG (“Merger Sub”), and Calidi, First Light Acquisition Group, LLC, in the capacity as the representative of the stockholders of FLAG (the “Sponsor”) and Allan Camaisa, in the capacity as the representative of the stockholders to Calidi. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Calidi (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with Calidi continuing as the surviving corporation in the Merger. In the Merger, (i) all shares of Calidi common stock (together, “Calidi Stock”) issued and outstanding immediately prior to the Closing will be converted into the right to receive the Merger Consideration (as defined below); and (ii) each outstanding option to acquire shares of Calidi common stock (whether vested or unvested) will be assumed by FLAG and automatically converted into an option to acquire shares of FLAG common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of Calidi common stock into the Merger Consideration. The Merger is expected to be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, FLAG will be treated as the “accounting acquiree” and Calidi as the “accounting acquirer” for financial reporting purposes. On September 12, 2023, the Closing of the FLAG Merger was completed as further discussed in Note 14. Previous Agreement and Plan of Merger with Edoc Acquisition Corp. and other Investors On February 2, 2022, Edoc Acquisition Corp., a Cayman Islands corporation (together with its successors, “Edoc”), entered into an Agreement and Plan of Merger (the “Edoc Merger Agreement”) with Edoc Merger Sub Inc., a Nevada corporation and newly formed wholly-owned subsidiary of Edoc (“Merger Sub”), American Physicians LLC, a Delaware limited liability company (“Sponsor”) (the “Effective Date”) with Calidi. On August 11, 2022, the previously announced Edoc Merger Agreement was terminated by Calidi effective as of that date. Going concern In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) Calidi has incurred recurring negative cash flows since inception and has funded its operations to date primarily through private sales of convertible preferred stock, contingently convertible and convertible promissory notes, Simple Agreements for Future Equity (“SAFE”) instruments and common stock. These investments have been made by various related parties, including AJC Capital LLC (“AJC Capital”) (Mr. Allan J. Camaisa, Chief Executive Officer and Chairman of the Board of Directors of Calidi), who remains the single largest investor and shareholder in Calidi (see Note 6). Calidi expects to continue to incur significant expenses and operating losses for the foreseeable future. As of October 5, 2023, the issuance date of these unaudited condensed consolidated financial statements for the six months ended June 30, 2023, Calidi expects its current cash on hand will not be sufficient to fund the operating expenses and capital expenditure requirements necessary to advance its research efforts and clinical trials for one year from the issuance date of these unaudited condensed consolidated financial statements. Calidi will need to obtain additional funding. The availability of financing and Calidi’s ability to operate may also be adversely impacted by the ongoing COVID-19 pandemic which could continue to depress national and international economies and disrupt capital markets, supply chains, and many aspects of Calidi’s operations. The extent to which the ongoing COVID-19 pandemic will ultimately impact Calidi’s business, results of operations, financial condition, or cash flows is highly uncertain and difficult to predict because it will depend on many factors that are outside Calidi’s control. The unavailability or inadequacy of financing to meet future capital needs could force Calidi to modify, curtail, delay, or suspend some or all aspects of planned operations. Sales of additional equity securities could result in the dilution of the interests of its stockholders. Calidi intends to mitigate the conditions and events that raise substantial doubt about its ability to continue as a going concern entity by (i) seeking additional cash equity or debt financing including continuing to raise funds under its Equity Line of Credit as necessary (see Note 14) and, (ii) continue to pursue licensing or other revenue opportunities utilizing its cell delivery platform, all in conjunction with the development of its product candidates and programs and development milestones disclosed elsewhere in these consolidated financial statement footnotes. However, there can be no assurances that the current plans will generate any liquidity to Calidi or be available on terms acceptable to Calidi, or if at all. If Calidi is unable to obtain sufficient funding, it could be required to suspend or delay its development efforts, limit activities and reduce research and development costs, which could adversely affect its business prospects. Based on Calidi’s recurring losses and negative cash flows from operations since inception, expectation of continuing operating losses and negative cash flows from operations for the foreseeable future, and the need to raise additional capital to finance its future operations, Calidi’s management concluded that there is substantial doubt about Calidi’s ability to continue as a going concern within one year after the issuance date of the unaudited condensed consolidated financial statements presented herein. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the unaudited condensed consolidated financial statements have been prepared on a basis that assumes Calidi will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. COVID-19 impact and other risks and uncertainties The ongoing global outbreak of COVID-19, including the different variant strains that have emerged, and the various attempts throughout the world to contain it, have created significant volatility, uncertainty and disruption. In response to government directives and guidelines, health care advisories and employee and other concerns, Calidi has altered certain aspects of its operations. A number of Calidi employees have had to work remotely from home and those on site have had to follow Calidi’s social distance guidelines, which could impact their productivity. COVID-19 could also disrupt Calidi’s operations due to absenteeism by infected or ill members of management or other employees, or absenteeism by members of management and other employees who cannot effectively work remotely but who elect not to come to work due to the illness affecting others in Calidi’s office or laboratory facilities, or due to quarantines. Because of COVID-19, travel, visits, and in-person meetings related to Calidi’s business have been severely curtailed or canceled and Calidi has instead used on-line or virtual meetings to meet with potential investors, suppliers, manufacturing partners and others. It is possible that continuing impacts of COVID-19 on Calidi’s operations or its access to capital could prevent Calidi from complying, or could result in a material noncompliance, with one or more obligations or covenants under material agreements to which Calidi is a party, with the result that Calidi would be in material breach of the applicable obligation, covenant, or agreement. Any such material breach could cause Calidi to incur material financial liabilities or an acceleration of the date for paying a financial obligation to the other party to the applicable agreement, or could cause Calidi to lose material contractual rights, such as rights to use leased equipment or laboratory or office space, or rights to use licensed patents or other intellectual property the use of which is material to Calidi’s business. Similarly, it is possible that impacts of COVID-19 on the business, operations, or financial condition of any third party with whom Calidi has a contractual relationship could cause the third party to be unable to perform its contractual obligations to Calidi, resulting in Calidi’s loss of the benefits of a contract that could be material to Calidi’s business. The full extent to which the COVID-19 pandemic and related variants, and the various responses to it might impact Calidi’s business, operations and financial results will depend on numerous evolving factors that are not subject to accurate prediction and that are beyond Calidi’s control. The war in Ukraine and the uncertain nature, magnitude, and duration of the conflict and the potential effect of sanctions and other measures being imposed in response thereto have contributed to increased levels of economic and political uncertainty, which could have an adverse impact on macroeconomic factors that affect the financial markets, the global economy and Calidi’s business and operations. Additionally, the ongoing conflict in Ukraine may disrupt the ability of third parties on which Calidi relies on to perform in accordance with its expectations, including on manufacturing vendors or commercial research organizations to conduct clinical trials. Moreover, enrollment and retention of clinical trial participants may be adversely affected. Calidi cannot be certain what the overall impact of this conflict will be on its ability to conduct and complete the clinical trials on schedule. However, interruptions of clinical trials could significantly delay Calidi’s clinical development plans and potential authorization or approval of product candidates, which could increase Calidi’s costs and jeopardize its ability to successfully commercialize its product candidates. On March 12, 2023, Silicon Valley Bank was closed by its state chartering authority, the California Department of Financial Protection and Innovation. On the same date the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver and transferred all customer deposits and substantially all of the assets of Silicon Valley Bank to Silicon Valley Bridge Bank, N.A., a full-service bank that is being operated by the FDIC. Calidi automatically became a customer of Silicon Valley Bridge Bank, N.A. as part of this action. As of March 12, 2023, Calidi held, in separate accounts, approximately $ 150,000 100,000 118,000 Changes in other economic conditions, including rising interest rates, ongoing pandemics, including the COVID-19 pandemic, lower consumer confidence, volatile equity capital markets and ongoing supply chain disruptions and the impacts of the war in Ukraine, may also affect Calidi’s operations. | 1. Organization, Description of the Business, the Proposed Merger and Liquidity Calidi Biotherapeutics, Inc. (“Calidi”), founded in 2014 and reincorporated in the state of Nevada in 2019, is a clinical stage immuno-oncology company developing and commercialization novel stem cell-based platforms for delivery and potentiation of oncolytic viruses for the treatment of cancer. Calidi is developing a pipeline of off-the-shelf allogeneic cell product candidates that are designed to: (i) protect oncolytic viruses from complement inactivation and innate immune cell inactivation by the body’s immune system; (ii) support oncolytic viral amplification in the allogeneic cells, and (iii) modify the tumor microenvironment to facilitate tumor cell targeting and viral amplification at the tumor sites for an extended period of time, potentially leading to an improved cancer therapy. Calidi’s most advanced product candidates are discussed below. CLD-101 (NeuroNova ™ CLD-101 for recurrent HGG (also referred to as “NNV2” as to the recurrent HGG indication) is a licensed program under development for patents covering cancer therapies using an oncolytic adenovirus in combination with a clinical grade allogeneic neural stem cell line for recurrent HGG. Calidi licensed this product candidate in July 2021 pursuant to an agreement with City of Hope for the commercial development of NNV2 (see Note 3). CLD-201 (SuperNova ™ Calidi is also developing engineered oncolytic vaccinia virus constructs as well as allogeneic cell-based platforms with improved systemic anti-tumor immunity in the exploratory stages of development. Calidi’s operations to date have focused on organization and staffing, business planning, raising capital, licensing, acquiring and developing technology, establishing intellectual property portfolio, identifying potential product candidates and undertaking preclinical studies, process development and procuring manufacturing for preclinical and clinical trials. Calidi has commenced certain non-commercial revenue generating activities during 2021 as a result of entering into a research collaboration agreement with a customer (see Note 12). Calidi’s product candidates are subject to long development cycles and Calidi may be unsuccessful in its efforts to develop, obtain regulatory approval for or market its product candidates. Calidi is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, possible failure of preclinical studies or clinical trials, the need to obtain marketing approval for its product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, the need to successfully commercialize and gain market acceptance of any of Calidi’s products that are approved and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing, and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if Calidi’s drug development efforts are successful, it is uncertain when, if ever, Calidi will realize significant revenue from product sales. Agreement and Plan of Merger with First Light Acquisition Group, Inc. On January 9, 2023, First Light Acquisition Group, Inc., a Delaware corporation (“FLAG”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among FLAG, FLAG Merger Sub, Inc., a Nevada corporation and a direct, wholly owned subsidiary of FLAG (“Merger Sub”), and Calidi, First Light Acquisition Group, LLC, in the capacity as the representative of the stockholders of FLAG (the “Sponsor”) and Allan Camaisa, in the capacity as the representative of the stockholders to Calidi. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Calidi (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with Calidi continuing as the surviving corporation in the Merger. In the Merger, (i) all shares of Calidi common stock (together, “Calidi Stock”) issued and outstanding immediately prior to the Closing will be converted into the right to receive the Merger Consideration (as defined below); and (ii) each outstanding option to acquire shares of Calidi common stock (whether vested or unvested) will be assumed by FLAG and automatically converted into an option to acquire shares of FLAG common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of Calidi common stock into the Merger Consideration. Merger Consideration The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of Calidi Stock as of immediately prior to the Effective Time will be an amount equal to $ 250 10.00 The Merger Agreement and the consummation of the transactions contemplated above requires the approval of both FLAG’s shareholders and Calidi’s stockholders, among other closing conditions specified in the FLAG Merger Agreement and the various agreements described above, there can be no assurance that the FLAG Merger or the Closing will occur or that Calidi will receive any proceeds from this transaction. Calidi has incurred and expects to incur significant amount of transaction expenses in connection with the FLAG Merger and the transaction, and if the FLAG Merger is not consummated nor approved, Calidi will bear the risk of payment of all such transaction costs without reimbursement from FLAG or any other party. The FLAG Merger is expected to be completed during the second quarter of 2023. However, there can be no assurance as to when or if the closing of the FLAG Merger will occur. See Note 15 for a full discussion on the FLAG Merger Agreement. Previous Agreement and Plan of Merger with Edoc Acquisition Corp. and other Investors On February 2, 2022, Edoc Acquisition Corp., a Cayman Islands corporation (together with its successors, “Edoc”), entered into an Agreement and Plan of Merger (the “Edoc Merger Agreement”) with Edoc Merger Sub Inc., a Nevada corporation and newly formed wholly-owned subsidiary of Edoc (“Merger Sub”), American Physicians LLC, a Delaware limited liability company (“Sponsor”) (the “Effective Date”) with Calidi. On August 11, 2022, the previously announced Edoc Merger Agreement was terminated by Calidi effective as of that date. Going concern In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) Calidi has incurred recurring negative cash flows since inception and has funded its operations to date primarily through private sales of convertible preferred stock, contingently convertible and convertible promissory notes, Simple Agreements for Future Equity (“SAFE”) instruments and common stock. These investments have been made by various related parties, including AJC Capital LLC (“AJC Capital”) (Mr. Allan J. Camaisa, Chief Executive Officer and Chairman of the Board of Directors of Calidi), who remains the single largest investor and shareholder in Calidi (see Note 7). Calidi expects to continue to incur significant expenses and operating losses for the foreseeable future. As of April 13, 2023, the issuance date of these consolidated financial statements for the year ended December 31, 2022, Calidi expects its current cash on hand, including additional capital raises completed discussed in Note 15, will not be sufficient to fund the operating expenses and capital expenditure requirements necessary to advance its research efforts and clinical trials for one year from the issuance date of these consolidated financial statements. Calidi will need to obtain additional funding. The availability of financing and Calidi’s ability to operate may also be adversely impacted by the ongoing COVID-19 pandemic which could continue to depress national and international economies and disrupt capital markets, supply chains, and many aspects of Calidi’s operations. The extent to which the ongoing COVID-19 pandemic will ultimately impact Calidi’s business, results of operations, financial condition, or cash flows is highly uncertain and difficult to predict because it will depend on many factors that are outside Calidi’s control. The unavailability or inadequacy of financing to meet future capital needs could force Calidi to modify, curtail, delay, or suspend some or all aspects of planned operations. Sales of additional equity securities could result in the dilution of the interests of its stockholders. Calidi intends to mitigate the conditions and events that raise substantial doubt about its ability to continue as a going concern entity by (i) pursuing a public offering of its common stock or in a business combination with a Special Purpose Acquisition Company (“SPAC”) transaction to obtain additional capital and align Calidi’s long-term operating strategy, (ii) negotiate other cash equity or debt financing in the short-term, including continuing to raise funds under its existing Simple Agreements for Future Equity (“SAFE”) instrument and, (iii) continue to pursue licensing or other revenue opportunities utilizing its cell delivery platform, all in conjunction with the development of its product candidates and programs and development milestones disclosed elsewhere in these consolidated financial statement footnotes. However, there can be no assurances that the current plans will generate any liquidity to the Company or be available on terms acceptable to Calidi, or if at all. If Calidi is unable to obtain sufficient funding, it could be required to suspend or delay its development efforts, limit activities and reduce research and development costs, which could adversely affect its business prospects. Based on Calidi’s recurring losses and negative cash flows from operations since inception, expectation of continuing operating losses and negative cash flows from operations for the foreseeable future, and the need to raise additional capital to finance its future operations, Calidi’s management concluded that there is substantial doubt about Calidi’s ability to continue as a going concern within one year after the issuance date of the consolidated financial statements presented herein. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes Calidi will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. COVID-19 impact and other risks and uncertainties The ongoing global outbreak of COVID-19, including the different variant strains that have emerged, and the various attempts throughout the world to contain it, have created significant volatility, uncertainty and disruption. In response to government directives and guidelines, health care advisories and employee and other concerns, Calidi has altered certain aspects of its operations. A number of Calidi employees have had to work remotely from home and those on site have had to follow Calidi’s social distance guidelines, which could impact their productivity. COVID-19 could also disrupt Calidi’s operations due to absenteeism by infected or ill members of management or other employees, or absenteeism by members of management and other employees who cannot effectively work remotely but who elect not to come to work due to the illness affecting others in Calidi’s office or laboratory facilities, or due to quarantines. Because of COVID-19, travel, visits, and in-person meetings related to Calidi’s business have been severely curtailed or canceled and Calidi has instead used on-line or virtual meetings to meet with potential investors, suppliers, manufacturing partners and others. It is possible that continuing impacts of COVID-19 on Calidi’s operations or its access to capital could prevent Calidi from complying, or could result in a material noncompliance, with one or more obligations or covenants under material agreements to which Calidi is a party, with the result that Calidi would be in material breach of the applicable obligation, covenant, or agreement. Any such material breach could cause Calidi to incur material financial liabilities or an acceleration of the date for paying a financial obligation to the other party to the applicable agreement, or could cause Calidi to lose material contractual rights, such as rights to use leased equipment or laboratory or office space, or rights to use licensed patents or other intellectual property the use of which is material to Calidi’s business. Similarly, it is possible that impacts of COVID-19 on the business, operations, or financial condition of any third party with whom Calidi has a contractual relationship could cause the third party to be unable to perform its contractual obligations to Calidi, resulting in Calidi’s loss of the benefits of a contract that could be material to Calidi’s business. The full extent to which the COVID-19 pandemic and related variants, and the various responses to it might impact Calidi’s business, operations and financial results will depend on numerous evolving factors that are not subject to accurate prediction and that are beyond Calidi’s control. The war in Ukraine and the uncertain nature, magnitude, and duration of the conflict and the potential effect of sanctions and other measures being imposed in response thereto have contributed to increased levels of economic and political uncertainty, which could have an adverse impact on macroeconomic factors that affect the financial markets, the global economy and Calidi’s business and operations. Additionally, the ongoing conflict in Ukraine may disrupt the ability of third parties on which Calidi relies on to perform in accordance with its expectations, including on manufacturing vendors or commercial research organizations to conduct clinical trials. Moreover, enrollment and retention of clinical trial participants may be adversely affected. Calidi cannot be certain what the overall impact of this conflict will be on its ability to conduct and complete the clinical trials on schedule. However, interruptions of clinical trials could significantly delay Calidi’s clinical development plans and potential authorization or approval of product candidates, which could increase Calidi’s costs and jeopardize its ability to successfully commercialize its product candidates. Changes in other economic conditions, including rising interest rates, ongoing pandemics, including the COVID-19 pandemic, lower consumer confidence, volatile equity capital markets and ongoing supply chain disruptions and the impacts of the war in Ukraine, may also affect Calidi’s operations. |
First Light Acquisition Group Inc [Member] | ||
Organization, Description of the Business, the Proposed Merger and Liquidity | NOTE 1. ORGANIZATION AND PLANS OF BUSINESS OPERATIONS Organization, Description of the Business, the Proposed Merger and Liquidity First Light Acquisition Group, Inc. (the “Company”) is a blank check company formed in Delaware on March 24, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on September 9, 2021 (the “Effective Date”). On September 14, 2021, the Company consummated the IPO of 23,000,000 10.00 230,000,000 3,397,155 1.50 5,095,733 Following the closing of the IPO on September 14, 2021, $ 230,000,000 10.00 180 On September 13, 2022, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination transaction from September 14, 2022 (the date which was 12 months from the closing date of the IPO) to December 14, 2022, following which the board of directors of the Company had the ability to extend for three additional times for three months each time, for a total of nine additional months (the “completion window”) if the Sponsor pays an amount equal to 1% of the amount then on deposit in the Trust Account for each three-month extension; provided, that if as of the time of an extension the Company has filed a Form S-4 or F-4 registration statement under the Securities Act or a proxy, information or tender offer statement with the Securities and Exchange Commission in connection with such initial business combination, then no Extension Fee would be required in connection with such extension; provided further, that for each three- month extension (if any) following such extension where no deposit into the Trust Account or other payment has been made, the Sponsor or its affiliates or designees would be required to deposit into the Trust Account an amount equal to 1 In connection with the Charter Amendment Proposal, stockholders elected to redeem 18,871,976 4,128,024 On December 6, 2022, Guggenheim Securities, the IPO Underwriter, notified FLAG that it had determined to waive its entitlement to the payment of $ 8,050,000 On December 14, 2022, the Board approved an extension of the completion window from December 14, 2022 to March 14, 2023 (the “Extension”). In connection with the Extension, the Trust Account was funded by the Sponsor a payment of $ 415,626 On March 14, 2023, an automatic extension of the completion window from March 14, 2023 to June 14, 2023 occurred pursuant to the Company’s amended and restated certificate of incorporation. On June 12, 2023, the Board approved an extension of the completion window from June 14, 2023 to September 14, 2023 (the “Additional Extension”). In connection with the Additional Extension, the Trust Account was funded with a payment of $ 423,186 Risks and Uncertainties Management continues to evaluate the impact of the Russia-Ukraine war and rising interest rates and increased inflation and their macro-economic impact on the industry and has concluded that while it is reasonably possible that such events could have negative effects on the Company’s financial position, results of its operations, and/or search for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Proposed Business Combination On January 9, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among FLAG, FLAG Merger Sub, Inc., a Nevada corporation and a direct, wholly owned subsidiary of FLAG (“Merger Sub”), Calidi Biotherapeutics, Inc., a Nevada corporation (“Calidi”), the Sponsor, in the capacity as the representative of the stockholders of FLAG and Allan Camaisa, in the capacity as the representative of the stockholders to Calidi. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) pursuant to which Merger Sub will merge with and into Calidi, with Calidi being the surviving corporation in the merger (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). We refer to the new public entity following consummation of the Merger as “New Calidi.” The proposed Business Combination is expected to be consummated after the required approval by the stockholders of FLAG and Calidi and the satisfaction of certain other conditions summarized below: At the effective time of the Merger (the “Effective Time”), all shares of Calidi common stock outstanding immediately prior to the Effective Time, with certain exceptions, will be converted into (i) the right to receive shares of Class A common stock, par value $ 0.0001 The aggregate consideration to be paid to the securityholders of Calidi (the “Merger Consideration”) (excluding for this purpose options of Calidi that remain unvested immediately following the Merger) will be based on an equity value of Calidi of $ 250,000,000 to adjustment dependent upon (i) the difference in Calidi’s “net debt” as of the Effective Time from a target “net debt” amount (the “Net Debt Adjustment”) and (ii) the achievement of certain pre-closing milestones, if any (as described below). As of the Effective Time, each outstanding Calidi option (whether vested or unvested) will be assumed by FLAG and automatically converted into an option for shares of New Calidi Common Stock. FLAG and Calidi anticipate an adjustment to the merger consideration of $ 25,000,000 If, during the period between the execution of the Merger Agreement and the closing of the Transactions (the “Interim Period”), Calidi enters into a revenue-generating definitive collaboration or out-license contract involving Calidi’s technology (a “Pre-Closing Milestone Contract”), the Merger Consideration will be increased by an amount equal to the aggregate up-front cash payments received by Calidi pursuant to any such Pre-Closing Milestone Contracts. Following the closing of the Transactions (the “Closing”), as additional consideration for the Merger, New Calidi will issue shares of New Calidi Common Stock (“Escalation Shares”) to each holder of Calidi common stock immediately prior to the Effective Time (a “Calidi Stockholder”) in accordance with the following terms: If at any time during the five ( 5 20 30 ● greater than or equal to $ 12.00 4,500,000 ● greater than or equal to $ 14.00 4,500,000 ● greater than or equal to $ 16.00 4,500,000 ● greater than or equal to $ 18.00 4,500,000 If, during the Escalation Period, there is a change of control pursuant to which FLAG or its stockholders have the right to receive consideration implying a value per share that is equal to or in excess of the above price targets, there will be an acceleration of the Escalation Period at the applicable target price. To incentivize FLAG public stockholders not to redeem their shares, up to 2 10 200,000 To the extent that there are any Non-Redeeming Continuation Shares that are not issued to non-redeeming FLAG public stockholders (the “Unused Continuation Shares”), FLAG may designate for issuance at or prior to Closing the Unused Continuation Shares as an incentive for any PIPE investment or in connection with another equity or debt-linked security investment in FLAG or Calidi that facilitates the Closing or post-Closing liquidity of FLAG and its subsidiaries. FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) The Escalation Shares will be placed in escrow and will be outstanding from and after the Closing, subject to cancellation if the applicable price targets are not achieved. While in escrow, the shares will be non-voting. In connection with the execution of the Merger Agreement, FLAG entered into Voting and Lock-Up Agreements (the “Voting and Lock-Up Agreement”) with certain holders of Calidi common stock (each, a “Significant Company Holder”). Pursuant to each Voting and Lock-Up Agreement, each Significant Company Holder agreed to, among other things, (a) execute and deliver an irrevocable written consent approving (i) the Merger Agreement, Transaction Agreements and the Transactions (including the Merger) and (ii) any other matters necessary or appropriate in order to effect the Merger and the other transactions contemplated by the Merger Agreement within 15 business days following the time the Registration Statement is declared effective and (b) be bound by certain transfer restrictions with respect to the New Calidi Common Stock received by them in the Merger following the closing of the Transactions. In connection with the execution of the Merger Agreement, FLAG, Calidi, the Sponsor, Metric and the directors and officers of FLAG entered into the Sponsor Agreement (“Sponsor Agreement”), pursuant to which, among other things, the Sponsor, Metric and the directors and officers of FLAG agreed, among other things, (a) to vote any shares of common stock held by such party in favor of the Business Combination proposal and other proposals to be presented to FLAG stockholders at the FLAG special meeting, (b) not to redeem any shares of Class A common stock or Class B common stock in connection with the redemption, (c) to be bound by certain lock-up restrictions with respect to the Class A common stock of each holder from and after the Merger, and (d) to make available certain Class B common stock and private placement warrants of FLAG (the “Incentive Securities”) (i) as incentives in connection with certain equity issuances of Calidi, or (ii) to pay expenses or otherwise reduce costs incurred in connection with the Business Combination, or in connection with other pre-Closing operating costs of FLAG, or otherwise forfeit such Incentive Securities for no consideration. In connection with the Transactions, FLAG, Calidi, the Sponsor, Metric, the Significant Company Holders and certain other parties thereto agreed to enter into the Registration Rights Agreement (“Registration Rights Agreement”) upon the consummation of the Transactions, pursuant to which, holders and their permitted transferees will have the right to require FLAG immediately following the Merger Agreement, at New Calidi’s expense, to (a) file a registration statement in respect of the resale of the FLAG Class A Common Stock that they hold within 30 business days following the closing date of the Transactions and on customary terms for a transaction of this type, and (b) customary registration rights, including demand, piggy-back and shelf registration rights. On June 16, 2023, Calidi entered into a Securities Purchase Agreement with certain investors in connection with the issuance of Series B Preferred Stock of Calidi (“Series B Preferred Stock,” and such investment, the “Series B Financing”), providing for (A) the issuance of an aggregate amount of $ 12,500,000 5,000,000 7,500,000 12,500,000 5,000,000 7,500,000 In connection with the Initial Investment, the Sponsor and Metric executed (x) a Share Transfer Agreement with Jackson, pursuant to which the Sponsor and Metric agreed to transfer 389,968 255,987 133,981 100 On June 16, 2023, FLAG, Calidi and Jackson entered into a Voting and Lock-Up Agreement, substantially in form previously executed by Mr. Camaisa and Mr. Leftwich, except that, with respect to the shares of FLAG Class A Common Stock received by Jackson as Merger Consideration, Mr. Jackson agreed that if Closing occurs, he will not transfer such shares, with limited exceptions, until the earliest of (a) the six-month anniversary of the Closing, (b) subsequent to the Closing, the date on which the closing price of New Calidi Common Stock equals or exceeds $ 12.00 20 30 Going Concern As of June 30, 2023 and December 31, 2022, the Company had $ 669,867 93,892 7,386,962 4,134,242 The Company’s liquidity needs up to June 30, 2023 have been satisfied through a payment from the Sponsor and Metric of $ 25,000 0.0001 The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 5 below). The Company cannot assure that its plans to consummate an initial Business Combination will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) | DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization, Description of the Business, the Proposed Merger and Liquidity First Light Acquisition Group, Inc. (the “Company”) is a blank check company formed in Delaware on March 24, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 24, 2021 (inception) through December 31, 2022 relates to the Company’s formation and its initial public offering (“Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of investment income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on September 9, 2021 (the “Effective Date”). On September 14, 2021, the Company consummated the IPO of 23,000,000 10.00 230,000,000 3,397,155 1.50 5,095,733 Following the closing of the IPO on September 14, 2021, $ 230,000,000 10.00 180 18,871,976 0.0001 41,679,745 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic, rising interest rates and increased inflation and their macro-economic impact, and the Russia-Ukraine war on the industry and has concluded that while it is reasonably possible that such could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern As of December 31, 2022, the Company had $ 93,892 4,134,242 The Company’s liquidity needs up to December 31, 2022 had been satisfied through a payment from the Sponsor and Metric of $ 25,000 0.0001 The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 5 below). FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS The Company cannot assure that its plans to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic, rising interest rates and increased inflation and their macro-economic impact, the Russia-Ukraine war on the industry, and their effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited interim financial information The accompanying unaudited condensed consolidated financial statements as of June 30, 2023, and for the six months ended June 30, 2023 and 2022, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments necessary, all of which are of a normal and recurring nature, to state fairly Calidi’s financial position, results of operations and cash flows. Interim results are not necessarily indicative of results for a full year or future periods. These unaudited condensed consolidated financial statements should be read in conjunction with Calidi’s audited consolidated financial statements for the year ended December 31, 2022, included elsewhere in this registration statement. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the FASB. Principles of consolidation The accompanying unaudited condensed consolidated financial statements of Calidi include the accounts of its wholly owned subsidiary, StemVac GmbH (“StemVac”), a company organized under the laws of Germany, and Calidi Biotherapeutics Australia Pty Ltd (“Calidi Australia”), a wholly owned Australian subsidiary. StemVac’s primary operating activities include process development and other research and development activities for the SNV1 program performed for Calidi under a cost-plus intercompany development agreement funded by Calidi. Calidi Australia’s principal purpose is for conducting a part of the SNV1 clinical trials in Australia. Variable interest entities (“VIEs”) are legal entities that either have an insufficient amount of equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the holders of equity investment at risk lack the ability to direct the entity’s activities that most significantly impact economic performance through voting or similar rights, or do not have the obligation to absorb the expected losses or the right to receive expected residual returns of the entity. For all VIEs in which Calidi is involved, it assesses whether it is the primary beneficiary on an ongoing basis. In circumstances where Calidi has both the power to direct the activities that most significantly impact the VIEs performance and the obligation to absorb losses or the right to receive the benefits of the VIE that could be significant, Calidi would conclude that it is the primary beneficiary of the VIE, and Calidi consolidates the VIE. In situations where Calidi is not deemed to be the primary beneficiary of the VIE, it does not consolidate the VIE and only recognizes Calidi’s interests in the VIE. Calidi Cure LLC (“Calidi Cure”), a Delaware limited liability company formed in June 2023, is a special purpose vehicle entity that is solely managed and operated by Allan J. Camaisa, Chief Executive Officer and Chairman of the Board of Directors of Calidi. Calidi Cure was created for the sole purpose of supporting the Series B Preferred Stock financing arrangement for Calidi (see Notes 9 and 14), has no other operations, and will be dissolved upon the closing of the business combination between Calidi and FLAG. As such, the level of equity in Calidi Cure is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by other parties. Accordingly, it was determined that Calidi Cure is a VIE and Calidi is the primary beneficiary. As such, Calidi has consolidated Calidi Cure into its condensed consolidated financial statements presented herein. The accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of Calidi’s financial condition and results of operations. All material intercompany accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities, at the date of the unaudited condensed consolidated financial statements, and the reported amounts during the reporting period. On an ongoing basis, management evaluates estimates which are subject to significant judgment, including, but not limited to, valuation methods used, assumptions requiring the use of judgment to prepare financial projections, timing of potential commercialization of acquired in-process intangible assets, applicable discount rates, probabilities of the likelihood of multiple outcomes of certain events related to contingently convertible notes payable and SAFEs, comparable companies or transactions, liquidity events, determination of fair value of financial instruments under the fair value option of accounting, assumptions related to the going concern assessments, allocation of direct and indirect expenses, useful lives associated with long- lived assets, key assumptions in operating and financing leases including incremental borrowing rates, loss contingencies, valuation allowances related to deferred income taxes, assumptions used to value common stock, debt and debt-like instruments, warrants, and stock-based awards and other equity instruments. Actual results may differ materially from those estimates. While Calidi considered known or expected impacts of COVID-19 in making its assessments and estimates, the future impacts of COVID-19 are not presently determinable and could cause actual results to differ materially from Calidi’s estimates and assessments. Calidi’s future analysis or forecast of COVID-19 impacts could lead to changes in Calidi’s future estimates and assessments which could result in material impacts to Calidi’s unaudited condensed consolidated financial statements in future reporting periods. Restricted cash Calidi classifies cash that has contractual or legal restrictions imposed by third parties as restricted cash, which is restricted as to withdrawal or use except for the specified purpose under a contract. Calidi classifies restricted cash as part of prepaids and other current assets due to the short-term nature of the underlying contract with a financial institution which requires Calidi to hold a fixed amount of funds in a restricted money market account as collateral to the financial institution for Calidi’s corporate credit card program with that financial institution. Calidi accounts for restricted cash in accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the balance sheet dates that comprise the total of the same such amounts shown in the unaudited condensed consolidated statements of cash flows in accordance with ASU 2016-18 (in thousands): Schedule of Cash and Restricted Cash Reported in Financial Statements June 30, December 31, Cash $ 1,918 $ 372 Restricted cash included within prepaid expenses and other current assets 250 100 Restricted cash included within deferred financing and other noncurrent assets 118 118 Total cash and restricted cash as shown in the unaudited condensed consolidated statements of cash flows $ 2,286 $ 590 Leases Calidi accounts for leases in accordance with ASC 842, Leases (i) greater than or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset; and (ii) greater than or equal to 90% to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset. For operating leases, Calidi recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the consolidated balance sheet, while leases with terms of twelve months or less are not capitalized. ROU assets represent the right to use an underlying asset during the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most leases do not provide an implicit rate, Calidi uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Calidi uses the implicit rate when it is readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that Calidi will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Calidi discloses the amortization of ROU assets and operating lease payments as a net amount, “Amortization of right-of-use assets and liabilities”, on the consolidated statements of cash flows. Finance leases are included in machinery and equipment, and in finance lease liabilities, current and noncurrent, in the consolidated balance sheets. See Note 13 for the Sand Diego Office lease which commenced on March 1, 2023, and was accounted for as an operating lease in accordance with ASC 842. Fair value option of accounting When financial instruments contain various embedded derivatives which may require bifurcation and separate accounting of those derivatives apart from the entire host instrument, if eligible, ASC 825, Financial Instruments Based on the eligibility assessment discussed above, Calidi concluded that its contingently convertible notes payable and certain term notes payable are eligible for the FVO and accordingly elected the FVO for those debt instruments. This election was made because of operational efficiencies in valuing and reporting for these debt instruments in their entirety at each reporting date (see Note 3 and Note 7 for additional disclosures). Contingently convertible notes payable and related party contingently convertible notes payable, which include the related contingently issuable warrants, (collectively referred to as “CCNPs”), contain a number of embedded derivatives, such as settlement of the contingent conversion features with variable number of shares of common stock, features which require bifurcation and separate accounting under GAAP, for which Calidi elected the FVO for the entire CCNP instrument. In addition, certain term notes payable and related party term notes payable were issued with separately exercisable and freestanding warrants to purchase common stock, were issued with substantial discounts at issuance and contained certain embedded derivatives to be bifurcated and accounted for separately for those term notes, unless the FVO is eligible and elected. Accordingly, Calidi qualified for and elected the FVO for the entire term notes payable instruments. Both the CCNP and the term notes payable, inclusive of their respective accrued interest at their stated interest rates (collectively referred to as the “FVO debt instruments”) were initially recorded at fair value as liabilities on the unaudited condensed consolidated balance sheets and were subsequently re-measured at fair value at the end of each reporting period presented within the unaudited condensed consolidated financial statements. The changes in the fair value of the FVO debt instruments are recorded in changes in fair value of debt and change in fair value of debt — related party, included as a component of other income and expenses, net, in the unaudited condensed consolidated statements of operations. The change in fair value related to the accrued interest components is also included within the single line of change in fair value of debt and change in fair value of debt — related party on the unaudited condensed consolidated statements of operations. See additional information on valuation methodologies and significant assumptions used in Note 3. Fair value measurements Calidi follows ASC 820, Fair Value Measurement ASC 820 establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are as follows: Level 1: Quoted prices in active markets for identical assets and liabilities; Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities, which require the reporting entity to develop its own assumptions. When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows, within Level 2 of the valuation hierarchy. In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy. See Note 3 for fair value measurements. Classification of Founders, Series A-1, and Series A-2 convertible preferred stock Calidi has classified its Founders, Series A-1 and Series A-2 convertible preferred stock (collectively “Convertible Preferred Stock”) outside of permanent equity because the Convertible Preferred Stock contains certain redemption features that result in those shares being redeemable upon the occurrence of certain events that are not solely within Calidi’s control, including liquidation, sale or transfer of control. Accordingly, the Convertible Preferred Stock is recorded outside of permanent equity and is subject to the classification guidance provided under ASC 480-10-S99. Because dividends are not contractually required to be accrued on the Convertible Preferred Stock as there is no stated or required dividend rate per annum, Calidi is not required the accrete dividends into the carrying amount of the Convertible Preferred Stock in anticipation of a future contingent event or redemption value. Accordingly, Calidi did not adjust the carrying values of the Convertible Preferred Stock to the respective liquidation preferences of such shares because of the uncertainty of whether or when such events would occur. As of June 30, 2023 and December 31, 2022, no events have occurred that would require such an adjustment to the carrying value of Convertible Preferred Stock (see Note 9). Classification of Series B convertible preferred stock – liability classified Calidi has classified its Series B convertible preferred stock (“Series B Convertible Preferred Stock”) as a liability pursuant to the classification guidance provided under ASC 480-10-25-14, Distinguishing Liabilities from Equity 7.6 2.4 5.150 0.1 Derivative financial instruments Calidi does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Calidi evaluates all of its financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815 Derivatives and Hedging Calidi reviews the terms of other financial instruments such as convertible and contingently convertible secured debt, equity instruments, including warrants and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument in accordance with ASC 815. Additionally, in connection with the issuance of financing instruments, Calidi may issue freestanding options or warrants, including options or warrants to non-employees in exchange for consulting or other services performed. Calidi evaluates equity or liability classification for common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity As of June 30, 2023 and December 31, 2022, Calidi does not have any freestanding derivative financial instruments, or embedded derivative financial instruments that were accounted for separately from its host contract pursuant to ASC 815 and the above discussion on the FVO debt instruments (see Note 7). Debt issuance costs Debt issuance costs incurred to obtain debt financings are deferred and are amortized over the term of the debt using the effective interest method for all debt financings in which the fair value option has not been elected. Debt issuance costs on debt financings in which the fair value option is not elected are recorded as a reduction to the carrying value of the debt and are amortized to interest expense or interest expense — related party, as applicable, in the unaudited condensed consolidated statements of operations. For any debt financing in which Calidi has elected the fair value option, any debt issuance costs associated with the debt financing are immediately recognized in interest expense in the unaudited condensed consolidated statements of operations and are not deferred (see above discussion on the FVO election and Note 7). Government grants On October 27, 2022, the California Institute for Regenerative Medicine (“CIRM”) approved Calidi’s application for a CIRM grant for Calidi’s continued development of the SNV1 program. CIRM awarded Calidi approximately $ 3.1 0.8 Proceeds from the CIRM grant are recognized over the period necessary to match the related research and development expenses when it is probable that Calidi has complied with the CIRM conditions and will receive the proceeds pursuant to the milestones defined in the grant as reimbursement of those expenditures. The CIRM grant proceeds, if any, received in advance of having incurred the related research and development expenses are recorded in accrued expenses and other current liabilities and recognized as grant income included in other income and expenses, net, on Calidi’s consolidated statement of operations when the related research and developments expenses are incurred. As of December 31, 2022, no 1,520,000 1,580,000 Research and development expenses Research and development expenses are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including compensation-related expenses for research and development personnel, including stock-based compensation expense, preclinical and clinical activities, costs of manufacturing, overhead expenses including facilities and laboratory expenses, materials and supplies, amounts paid to consultants and outside service providers, and depreciation and amortization. Upfront and annual license payments related to acquired technologies or technology licenses which have not yet reached technological feasibility and have no alternative future use are also included in research and development expense in the period in which they are incurred. General and administrative expenses General and administrative expenses consist primarily of salaries and related costs, including stock-based compensation expense, for personnel in executive, finance and accounting, business development, operations and administrative functions. General and administrative expenses also include fees for legal, patent prosecution, legal settlements, consulting, charge off of deferred financing costs for aborted or terminated financing offerings, accounting and audit services as well as insurance, outside service providers, direct and allocated facility-related costs and depreciation and amortization. Net loss per common share Earnings per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines earnings per share for the holders of Calidi’s common shares and participating securities. Although Calidi’s Convertible Preferred Stock contain participating rights in any dividend declared and paid by Calidi and are therefore participating securities, the Convertible Preferred Stock has no stated dividends and Calidi has never paid any cash dividends and does not plan to pay any dividends in the foreseeable future. Net loss attributable to common stockholders and participating securities is allocated to each share on an if-converted basis as if all of the earnings for the period had been distributed. However, the participating securities do not include a contractual obligation to share in the losses of Calidi and are not included in the calculation of net loss per share in the periods that have a net loss. In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted earnings per share in periods in which they have an anti-dilutive effect on net loss per common share. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. Contingently convertible notes payable and contingently convertible SAFEs were not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion contingency associated with the completion of a future financing event that had not occurred, and the contingency was not resolved, in the reporting periods presented herein. In periods in which Calidi reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Diluted net loss per share is equivalent to basic net loss per share for the periods presented herein because common stock equivalent shares from the Convertible Preferred Stock, convertible notes, stock option awards and outstanding warrants to purchase common stock (see Note 9) were antidilutive. As a result of Calidi reported net loss attributable to common stockholders for all periods presented herein, the following common stock equivalents were excluded from the computation of diluted net loss per common share for the six months ended June 30, 2023 and 2022 because including them would have been antidilutive (in thousands): Schedule of Computation of Diluted Net Loss per Common Share Six Months Ended 2023 2022 Stock options 23,487 24,395 Warrants for common stock 4,050 4,050 Founders preferred stock 10,402 10,402 Series A-1 preferred stock 4,316 4,316 Series A-2 preferred stock 2,545 2,545 Series B preferred stock (1) 2,014 — Convertible notes payable 481 437 Contingently convertible notes payable (2) — — Contingently convertible SAFE agreements (3) — — Total common stock equivalents 47,295 46,145 (1) Although the Series B preferred stock is classified as a liability as of the periods presented, the Series B preferred stock converts automatically at the Closing at $ 2.55 2.83 (2) The contingently convertible notes payable was not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion ratio associated with the pricing of a future financing event. Therefore, the contingently convertible notes payable’s conversion ratio, and the resulting number of dilutive shares, is not determinable until the contingency is resolved. However, there is a valuation cap that establishes a conversion ratio floor of $ 2.00 0.5 (3) The contingently convertible SAFEs were not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion ratio associated with the pricing of a future financing event. Therefore, the contingently convertible SAFE’s conversion ratio, and the resulting number of dilutive shares, is not determinable until the contingency is resolved. However, there is a conversion ratio for certain SAFEs containing a floor of $ 2.00 2.40 3.62 4.8 Segments Calidi’s executive management team, as a group, represents the entity’s chief operating decision makers. To date, Calidi’s executive management team has viewed Calidi’s operations as one segment that includes the research, development and commercialization efforts of cell-based platforms to potentiate oncolytic virus therapies. As a result, the financial information disclosed materially represents all of the financial information related to Calidi’s sole operating segment. Substantially all of Calidi’s consolidated operating activities, including its long-lived assets, are located within the U.S. and considering Calidi’s limited revenue operating stage, Calidi currently has no concentration exposure to products or customers. Recently adopted accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments Recently issued accounting pronouncements not yet adopted In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements | 2. Summary of Significant Accounting Policies Basis of presentation The accompanying consolidated financial statements as of and for the years ended December 31, 2022 and 2021, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the FASB. Principles of consolidation The accompanying consolidated financial statements of Calidi include the accounts of its wholly owned subsidiary, StemVac GmbH (“StemVac”), a company organized under the laws of Germany. StemVac’s primary operating activities include process development and other research and development activities for the SNV1 program performed for Calidi under a cost-plus intercompany development agreement funded by Calidi. In October 2022, Calidi formed Calidi Biotherapeutics Australia Pty Ltd (“Calidi Australia”), a wholly owned Australian subsidiary for the principal purpose of conducting a part of its SNV1 clinical trials in Australia. The accompanying consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of Calidi’s financial condition and results of operations. All material intercompany accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities, at the date of the consolidated financial statements, and the reported amounts during the reporting period. On an ongoing basis, management evaluates estimates which are subject to significant judgment, including, but not limited to, valuation methods used, assumptions requiring the use of judgment to prepare financial projections, timing of potential commercialization of acquired in-process intangible assets, applicable discount rates, probabilities of the likelihood of multiple outcomes of certain events related to contingently convertible notes payable and SAFEs, comparable companies or transactions, liquidity events, determination of fair value of financial instruments under the fair value option of accounting, assumptions related to the going concern assessments, allocation of direct and indirect expenses, useful lives associated with long-lived assets, key assumptions in operating and financing leases including incremental borrowing rates, loss contingencies, valuation allowances related to deferred income taxes, assumptions used to value common stock, debt and debt-like instruments, warrants, and stock-based awards and other equity instruments. Actual results may differ materially from those estimates. While Calidi considered known or expected impacts of COVID-19 in making its assessments and estimates, the future impacts of COVID-19 are not presently determinable and could cause actual results to differ materially from Calidi’s estimates and assessments. Calidi’s future analysis or forecast of COVID-19 impacts could lead to changes in Calidi’s future estimates and assessments which could result in material impacts to Calidi’s consolidated financial statements in future reporting periods. Concentration of significant suppliers Calidi is dependent upon certain third-party contract manufacturers and third-party contract research organizations for the performance of portions of its testing for pre-clinical, manufacturing and clinical studies. Calidi believes that its relationships with these organizations are satisfactory, and that alternative suppliers of these services are available in the event of the loss of one or more of these suppliers. Cash Cash consists principally of amounts on deposit with various financial institutions for operating purposes. Calidi maintains cash balances at financial institutions in excess of amounts insured by United States government agencies. Calidi places its cash with high credit quality financial institutions (see Note 15). Restricted cash Calidi classifies cash that has contractual or legal restrictions imposed by third parties as restricted cash, which is restricted as to withdrawal or use except for the specified purpose under a contract. Calidi classifies restricted cash as part of prepaids and other current assets due to the short-term nature of the underlying contract with a financial institution which requires Calidi to hold a fixed amount of funds in a restricted money market account as collateral to the financial institution for Calidi’s corporate credit card program with that financial institution. Calidi accounts for restricted cash in accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the balance sheet dates that comprise the total of the same such amounts shown in the consolidated statements of cash flows in accordance with ASU 2016-18 (in thousands): Schedule of Cash and Restricted Cash Reported in Financial Statements December 31, December 31, Cash $ 372 $ 2,137 Restricted cash included within prepaid expenses and other current assets 100 100 Restricted cash included deposits and other noncurrent assets 118 — Total cash and restricted cash as shown in the consolidated statements of cash flows $ 590 $ 2,237 Machinery and equipment Machinery and equipment are stated at cost, less accumulated depreciation, and includes assets purchased under financing leases. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally over a period of 3 5 Leases Calidi accounts for leases in accordance with ASC 842, Leases For operating leases, Calidi recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the consolidated balance sheet, while leases with terms of twelve months or less are not capitalized. ROU assets represent the right to use an underlying asset during the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most leases do not provide an implicit rate, Calidi uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Calidi uses the implicit rate when it is readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that Calidi will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Calidi discloses the amortization of ROU assets and operating lease payments as a net amount, “Amortization of right-of-use assets and liabilities”, on the consolidated statements of cash flows. Finance leases are included in machinery and equipment, and in finance lease liabilities, current and noncurrent, in the consolidated balance sheets. Impairment of long-lived assets Calidi assesses the impairment of long-lived assets, which consist primarily of right-of-use assets for operating leases and machinery and equipment, whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded in Calidi’s consolidated statements of operations. Business combinations and asset acquisitions Calidi evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test analysis to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen test is met, the transaction is accounted for as an asset acquisition. If the screen test is not met, further determination is required to assess if Calidi acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business combination. If determined to be a business combination, Calidi accounts for the transaction under the acquisition method of accounting as indicated in ASC 805, Business Combinations Calidi evaluates whether identifiable assets are similar by assessing the existence of interdependency between the identifiable assets, and by considering the nature of each single identifiable asset and the risks associated with managing and creating outputs from the assets. If determined to be an asset acquisition of a single identifiable asset or group of similar identifiable assets, then Calidi accounts for the transaction under ASC 805-50 and recognizes assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. Consideration given in cash is measured by the amount of cash paid and non-cash consideration is measured based on its fair value at the time of issuance. Transaction costs of the asset acquisition are included in the consideration paid for an acquired asset. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values. When accounting for an asset acquisition that includes in-process research and development (“IPR&D”) assets and costs, Calidi applies the requirements under ASC 730, Research and Development, Calidi assesses the terms of the asset acquisition to determine whether consideration payable at a future date is contingent consideration or seller financing. If the payment depends on the occurrence of a specified future event or the meeting of a condition and the event or condition is substantive, the additional consideration is accounted for as contingent consideration. If the additional payment depends only on the passage of time or is based on a future event or the meeting of a condition that is not substantive, the arrangement is accounted for as seller financing. Contingent consideration payments accounted at a later date are recognized when the contingency is resolved and the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative or is probable that a liability has been incurred and the amount can be reasonably estimated, in which case the amount is accounted for separately and becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment, the amount is capitalized as part of the cost of the assets acquired and allocated to increase the eligible assets on a relative fair value basis. However, if the contingent consideration is related to IPR&D assets with no alternative future use, the amount of the contingent payment is expensed. All amounts expensed as IPR&D without alternative future use are part of research and development presented separately on the consolidated statements of operations for all periods presented. There were no business combinations during the years ended December 31, 2022 and 2021. See Note 3 for certain asset acquisitions during the year ended December 31, 2021. Fair value option of accounting When financial instruments contain various embedded derivatives which may require bifurcation and separate accounting of those derivatives apart from the entire host instrument, if eligible, ASC 825, Financial Instruments Based on the eligibility assessment discussed above, Calidi concluded that its contingently convertible notes payable and certain term notes payable are eligible for the FVO and accordingly elected the FVO for those debt instruments. This election was made because of operational efficiencies in valuing and reporting for these debt instruments in their entirety at each reporting date (see also Note 4 and Note 8 for additional disclosures). Contingently convertible notes payable and related party contingently convertible notes payable, which include the related contingently issuable warrants, (collectively referred to as “CCNPs”), contain a number of embedded derivatives, such as settlement of the contingent conversion features with variable number of shares of common stock, features which require bifurcation and separate accounting under GAAP, for which Calidi elected the FVO for the entire CCNP instrument (see Note 8). In addition, as of December 31, 2021, certain term notes payable and related party term notes payable were issued with separately exercisable and freestanding warrants to purchase common stock, were issued with substantial discounts at issuance and contained certain embedded derivatives to be bifurcated and accounted for separately for those term notes, unless the FVO is eligible and elected. Accordingly, for the year ended December 31, 2021, Calidi qualified for and elected the FVO for the entire term notes payable instruments, for which such election was no longer applicable for the year ended December 31, 2022 primarily due to the maturity and extension of those term notes. Accordingly, as of December 31, 2022, there are no term notes that are accounted for under the FVO (see Note 8). The CCNP, inclusive of its respective accrued interest at the stated interest rates (collectively referred to as the “FVO debt instruments”) was initially recorded at fair value as liabilities on the consolidated balance sheets and was subsequently re-measured at fair value at the end of each reporting period presented within the consolidated financial statements. The changes in the fair value of the FVO debt instruments are recorded in changes in fair value of debt and change in fair value of debt — related party, included as a component of other income and expenses, net, in the consolidated statements of operations. The change in fair value related to the accrued interest component is also included within the single line of change in fair value of debt and change in fair value of debt — related party on the consolidated statements of operations. See additional information on valuation methodologies and significant assumptions used in Note 4. Fair value measurements Calidi follows ASC 820, Fair Value Measurement ASC 820 establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are as follows: Level 1: Quoted prices in active markets for identical assets and liabilities; Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities, which require the reporting entity to develop its own assumptions. When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows, within Level 2 of the valuation hierarchy. In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy. See Note 4 for fair value measurements. Classification of Founders, Series A-1, Series A-2 and Series B convertible preferred stock Calidi has classified its Founders, Series A-1, Series A-2 and Series B convertible preferred stock (collectively “Convertible Preferred Stock”) outside of permanent equity because the Convertible Preferred Stock contains certain redemption features that result in those shares being redeemable upon the occurrence of certain events that are not solely within Calidi’s control, including liquidation, sale or transfer of control. Accordingly, the Convertible Preferred Stock is recorded outside of permanent equity and is subject to the classification guidance provided under ASC 480-10-S99. Because dividends are not contractually required to be accrued on the Convertible Preferred Stock as there is no stated or required dividend rate per annum, Calidi is not required the accrete dividends into the carrying amount of the Convertible Preferred Stock in anticipation of a future contingent event or redemption value. Accordingly, Calidi did not adjust the carrying values of the Convertible Preferred Stock to the respective liquidation preferences of such shares because of the uncertainty of whether or when such events would occur. As of December 31, 2022 and 2021, no events have occurred that would require such an adjustment to carrying value of Convertible Preferred Stock (see Note 10). Derivative financial instruments Calidi does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Calidi evaluates all of its financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815 Derivatives and Hedging Calidi reviews the terms of other financial instruments such as convertible and contingently convertible secured debt, equity instruments, including warrants and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument in accordance with ASC 815. Additionally, in connection with the issuance of financing instruments, Calidi may issue freestanding options or warrants, including options or warrants to non-employees in exchange for consulting or other services performed. Calidi evaluates equity or liability classification for common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity As of December 31, 2022 and 2021, Calidi does not have any freestanding derivative financial instruments, or embedded derivative financial instruments that were accounted for separately from its host contract pursuant to ASC 815 and the above discussion on the FVO debt instruments (see Note 8). Debt issuance costs Debt issuance costs incurred to obtain debt financings are deferred and are amortized over the term of the debt using the effective interest method for all debt financings in which the fair value option has not been elected. Debt issuance costs on debt financings in which the fair value option is not elected are recorded as a reduction to the carrying value of the debt and are amortized to interest expense or interest expense — related party, as applicable, in the consolidated statements of operations. For any debt financing in which Calidi has elected the fair value option, any debt issuance costs associated with the debt financing are immediately recognized in interest expense in the consolidated statements of operations and are not deferred (see above discussion on the FVO election and Note 8). Beneficial conversion features Prior to the January 1, 2021 adoption of ASU 2020-06, convertible debt or equity financings in which other financial instruments are concurrently issued, such as warrants or common stock, if the amount allocated to a convertible debt or convertible preferred stock instrument results in an effective per share conversion price that is less than the fair value of Calidi’s preferred stock or common stock on the issuance date, the intrinsic value of this beneficial conversion feature (“BCF”) is recorded as a discount to the convertible instrument, with a corresponding increase to additional paid in capital. The BCF discount is equal to the difference between the effective conversion price and the fair value of Calidi’s convertible preferred stock or common stock at the issuance date, unless limited by the remaining proceeds allocated to the convertible debt or preferred stock instrument. The resulting discount on convertible notes, if any, is amortized to interest expense over the term of the convertible debt, while the resulting discount on convertible preferred stock, if any, is recognized as a deemed dividend. Beginning on the January 1, 2021 adoption date, Calidi is no longer required to perform a BCF evaluation in such convertible debt or equity financings in which other financial instruments are concurrently issued, among other changes implemented by this new standard. Revenue recognition To date, Calidi has not generated any revenues from commercial products. Calidi analyzes its research collaboration arrangements to assess whether they are within the scope of ASC Topic 808, Collaborative Arrangements If Calidi concludes that some or all aspects of the arrangement represent a transaction with a customer, Calidi accounts for those aspects of the arrangement within the scope of ASC Topic 606, Revenue from Contracts with Customers If a contract is determined to be within the scope of ASC 606 at inception, Calidi assesses the goods or services promised within the contract, determines which of those goods and services are performance obligations, and assesses whether each promised good or service is distinct. Calidi considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, Calidi combines that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. Calidi may provide options to additional goods or services in such arrangements exercisable at a customer’s discretion. Calidi assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying good and services to the optional price, if any, that may be offered. Calidi determines the transaction price based on the amount of consideration that Calidi expects to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. Calidi then allocates the transaction price to each performance obligation based on the relative standalone selling prices (“SSP”). SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. In developing the SSP for a performance obligation, Calidi considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. If the consideration promised in a contract includes a variable amount, Calidi estimates the amount of consideration to which it will be entitled by using the expected value method or the most likely amount method. Calidi includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At each reporting period, Calidi re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Calidi recognizes revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied, either at a point in time or over time, and if over time, recognition is based on the use of an output or input method. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in Calidi’s consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months, deferred revenue will be classified in current liabilities. Revenue recognized, if any, prior to contractual billings made to the customer, and if Calidi expects to have an unconditional right to receive the consideration in the next twelve months, these contractual assets are included in other current assets in Calidi’s consolidated balance sheets. As of December 31, 2022, there is no deferred revenue or contractual assets recorded. See Note 12 for contractual assets balances as of December 31, 2021. Calidi further analyzes changes to contracts from customers to assess whether they qualify as a contract modification within the scope of ASC 606. Calidi considers that a contract modification exists when the parties to a contract approve a modification that either creates new, or changes, existing enforceable rights and obligations of the parties to the contract. Calidi considers that a contract approval could be approved in writing, by oral agreement, or implied by customary practices. Whenever a change in the scope or price, or both, of a contract is approved by the parties to the contract, Calidi analyzes whether the contract modification qualifies as a separate contract or a contract combination. Calidi accounts for a contract modification as a separate contract when (i) the scope of the contract increases because of the addition of promised goods or services that are distinct and (ii) the price of the contract increases by an amount of consideration that reflects Calidi’s SSP of the additional promised goods or services and any appropriate adjustments to that price to reflect the circumstances of the particular contract. If the modification is not accounted for as a separate contract, Calidi analyzes whether one of the following should occur: (i) a termination of the original contract and the creation of a new contract, (ii) a cumulative catch-up adjustment to the original contract, or (iii) a combination of (i) and (ii) in a way that faithfully reflects the economics of the transaction. Revenues recognized during the years ended December 31, 2022 and 2021, have been recorded under ASC 606 from a service agreement with a customer that was completed during the year ended December 31, 2022 (see Note 12). Cost of revenues Cost of revenues generally consist of cost of materials, direct labor including benefits and stock-based compensation, equipment and infrastructure expenses associated with performing the services for the customer contract. Infrastructure expenses include depreciation of laboratory equipment and certain allocated costs such as rent, insurance and information technology. Income taxes Calidi accounts for income taxes in accordance with ASC 740, Income Taxes Calidi accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized, if any. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Calidi recognizes any interest and penalties related to uncertain tax positions in income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. Calidi is not aware of any uncertain tax positions that could result in significant additional payments, accruals, or other material deviation for the years ended December 31, 2022 and 2021. Calidi is currently unaware of any tax issues under review. On December 22, 2017, the United States enacted major federal tax reform legislation, Public Law No. 115-97, commonly referred to as the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”), which enacted a broad range of changes to the Internal Revenue Code. Changes to taxes on corporations impacted by the 2017 Tax Act include, but are not limited to, lowering the U.S. federal tax rates to a 21% flat tax rate, eliminating the corporate alternative minimum tax (“AMT”), imposing additional limitations on the deductibility of interest and net operating losses, allowing any net operating loss (“NOLs”) generated in tax years ending after December 31, 2017 to be carried forward indefinitely and generally repealing carrybacks, reducing the maximum deduction for NOL carryforwards arising in tax years beginning after 2017 to a percentage of the taxpayer’s taxable income, and allowing for additional expensing of certain capital expenditures. For tax years beginning after December 31, 2021, companies are required to capitalize all research and development expenditures that are experimental, and laboratory related incurred in their trade or business (sometimes referred to as a “Section 174 Expenditure” under the 2017 Tax Act). These Section 174 Expenditures are required to be amortized over a 5- or 15- year period for domestic or foreign eligible expenditures, respectively. As of December 31, 2022, Calidi has capitalized approximately $ 1.3 On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “Cares Act”) was enacted. The CARES Act included loans and grants to certain businesses, and temporary amendments to the Internal Revenue Code which changed net loss carryforward and back provisions and the business interest expenses limitation. Under the CARES Act provisions, the most relevant income tax considerations to Calidi relate to the amounts received under the PPP loan program and the possible forgiveness of those loans by the SBA. For the PPP loans Calidi received in 2020 and 2021, Calidi applied for and received forgiveness on both loans in 2021 (see Note 8), which was not taxable in the year of forgiveness. Calidi evaluated the impact of the CARES Act and determined that there was no impact to the consolidated income tax provision. On June 29, 2020, California enacted Assembly Bill No. 85, which generally prohibits the total amount of refunds or credit offsets that would otherwise be allowed for a taxable year beginning on or after January 1, 2020, and before January 1, 2023, from exceeding $ 5 On December 21, 2020, the U.S. president has signed into law the “Consolidated Appropriations Act, 2021” (“the Appropriations Act”) which includes further COVID-19 economic relief and extension of certain expiring tax provisions. The relief package includes a tax provision clarifying that businesses with forgiven PPP loans can deduct regular business expenses that are paid for with the loan proceeds for federal tax purposes. Additional pandemic relief tax measures include an expansion of the employee retention credit, enhanced charitable contribution deductions, and a temporary full deduction for business expenses for food and beverages provided by a restaurant. Calidi does not expect the Appropriations Act will have a material impact to its consolidated income tax provision. On March 11, 2021, the American Rescue Plan Act was signed into law and contained provisions relating to exten |
First Light Acquisition Group Inc [Member] | ||
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s 2022 Annual Report on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes in the reported period. While the significant estimates made by management in the preparation of the financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the Company in preparing its financial statements that involve complex situations and judgment in the development of significant estimates and assumptions. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 669,867 93,892 no Cash Held in Trust Account Following the closing of the Initial Public Offering on September 14, 2021, an amount of $ 230,000,000 100 15 18,871,976 190,010,529 4,128,024 43,214,249 42,453,107 Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on September 14, 2021, offering costs totaling $ 22,517,064 2,335,058 8,050,000 640,129 11,491,877 989,674 21,527,389 On December 6, 2022, the underwriter waived its right to the deferred underwriting fee of $ 8,050,000 Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On September 19, 2022, certain investors redeemed 18,871,976 190,010,529 4,128,024 4,128,024 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. The Company recorded accretion of $ 307,306 761,142 43,214,249 42,453,107 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income (loss) per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. The following table reflects the calculation of basic and diluted net loss per common share for the three and six months ended June 30, 2023: Schedule of Computation Details of Final Net Income Loss Available to Common Stockholders Three Months Ended Net loss $ (4,268,408 ) Accretion of temporary equity to redemption value (307,306 ) Net loss including accretion of temporary equity to redemption value $ (4,575,714 ) Schedule of Earnings Per Share, Basic and Diluted Class A Class B Three Months Ended June 30, 2023 Class A Class B Allocation of net loss including accretion of temporary equity $ (1,912,190 ) $ (2,663,524 ) Plus: Accretion applicable to Class A redeemable shares 307,306 — Total loss by Class $ (1,604,884 ) $ (2,663,524 ) Weighted average number of shares 4,128,024 5,750,000 Loss per share $ (0.39 ) $ (0.46 ) Six Months Ended Net loss $ (6,492,948 ) Accretion of temporary equity to redemption value (761,142 ) Net loss including accretion of temporary equity to redemption value $ (7,254,090 ) Class A Class B Six Months Ended June 30, 2023 Class A Class B Allocation of net loss including accretion of temporary equity $ (3,031,481 ) $ (4,222,609 ) Plus: Accretion applicable to Class A redeemable shares 761,142 — Total loss by Class $ (2,270,339 ) $ (4,222,609 ) Weighted average number of shares 4,128,024 5,750,000 Loss per share $ (0.55 ) $ (0.73 ) FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) The following table reflects the calculation of basic and diluted net income per common share for the three and six months ended June 30, 2022 (in dollars, except per share amounts): Three Months Ended Net income $ 4,161,210 Accretion of temporary equity to redemption value (159,999 ) Net income including accretion of temporary equity to redemption value $ 4,001,211 Class A Class B Three Months Ended Class A Class B Allocation of net income including accretion of temporary equity $ 3,200,969 $ 800,242 Plus: Accretion applicable to Class A redeemable shares 159,999 — Total income by Class $ 3,360,968 $ 800,242 Weighted average number of shares 23,000,000 5,750,000 Income per share $ 0.15 $ 0.14 Six Months Ended Net income $ 5,623,403 Accretion of temporary equity to redemption value (178,770 ) Net income including accretion of temporary equity to redemption value $ 5,444,633 Class A Class B Six Months Ended Class A Class B Allocation of net income including accretion of temporary equity $ 4,355,706 $ 1,088,927 Plus: Accretion applicable to Class A redeemable shares 178,770 — Plus: Accretion applicable to Class redeemable shares 178,770 — Total income by Class $ 4,534,476 $ 1,088,927 Weighted average number of shares 23,000,000 5,750,000 Income per share $ 0.20 $ 0.19 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net in the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary share warrants. At that time, the portion of the warrant liability related to the ordinary share warrants was reclassified to additional paid-in capital. Contingent Interest Liability The Company accounts for interest on promissory notes that are payable upon a successful business combination in accordance with ASC Topic 470, “Debt” and ASC 815. The contingent interest meets the criteria of an embedded derivative which requires bifurcation and separate accounting at fair value with changes in the fair value at subsequent reporting dates recorded to the statement of operations. The contingent interest liability is also treated as an issuance cost of the promissory notes and is recorded against a debt discount. See Note 5. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes in the reported period. While the significant estimates made by management in the preparation of the financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the Company in preparing its financial statements that involve complex situations and judgment in the development of significant estimates and assumptions. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 93,892 1,062,653 no FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on September 14, 2021, an amount of $ 230,000,000 100 18,871,976 190,010,529 4,128,024 42,453,107 230,004,784 Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on September 14, 2021, offering costs totaling $ 22,517,064 2,335,058 8,050,000 640,129 11,491,877 989,674 21,527,390 Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On September 19, 2022, certain investors redeemed 18,871,976 190,010,529 4,128,024 4,128,024 23,000,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On December 31, 2021, the Company recorded an accretion of $ 31,636,390 13,567,035 18,069,355 31,641,174 230,004,784 2,458,852 42,453,107 FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per Class A redeemable common stock and loss per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. The following tables reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): Schedule of Computation Details of Final Net Income Loss Available to Common Stockholders For the Year Ended Net income $ 3,530,190 Accretion of temporary equity to redemption value (2,458,852 ) Net income including accretion of temporary equity to redemption value $ 1,071,338 Schedule of Earnings Per Share, Basic and Diluted Class A Class B For the Year Class A Class B Allocation of net income including accretion of temporary equity $ 808,358 $ 262,980 Plus: accretion applicable to Class A redeemable shares 2,458,852 — Total income by Class $ 3,267,210 $ 262,980 Weighted average number of shares 17,674,483 5,750,000 Income per share $ 0.18 $ 0.05 FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS For the period from Net income 3,386,750 Accretion of temporary equity to redemption value (31,641,174 ) Net loss including accretion of temporary equity to redemption value $ (28,254,424 ) Class A Class B For the period from Class A Class B Allocation of net loss including accretion of temporary equity $ (22,485,584 ) $ (5,768,840 ) Plus: accretion applicable to Class A redeemable shares 31,641,174 — Total income (loss) by Class $ 9,155,590 $ (5,768,840 ) Weighted average number of shares 8,890,071 5,750,000 Income (loss) per share $ 1.03 $ (1.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“ASC 815). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net in the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary share warrants. At that time, the portion of the warrant liability related to the ordinary share warrants was reclassified to additional paid-in capital. Contingent Interest Liability The Company accounts for interest on promissory notes that are payable upon a successful business combination in accordance with ASC Topic 470, “Debt” and ASC 815. The contingent interest meets the criteria of an embedded derivative which requires bifurcation and separate accounting at fair value with changes in the fair value at subsequent reporting dates recorded to the statement of operations. The contingent interest liability is also treated as an issuance cost of the promissory notes and is recorded against a debt discount. See Note 5. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
First Light Acquisition Group Inc [Member] | ||
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Initial Public Offering On September 9, 2021, pursuant to the Initial Public Offering, the Company sold 23,000,000 3,000,000 10.00 11.50 An aggregate of $ 10.00 Following the closing of the Initial Public Offering, $ 230,000,000 2,081,180 Transaction costs of the IPO amounted to $ 22,517,064 2,335,058 8,050,000 640,129 11,491,877 | NOTE 3 — INITIAL PUBLIC OFFERING Initial Public Offering On September 9, 2021, pursuant to the Initial Public Offering, the Company sold 23,000,000 10.00 3,000,000 10.00 11.50 An aggregate of $ 10.00 Following the closing of the Initial Public Offering, $ 230,000,000 2,081,180 Transaction costs of the IPO amounted to $ 22,517,064 2,335,058 8,050,000 640,129 11,491,877 FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
First Light Acquisition Group Inc [Member] | ||
Private Placement | NOTE 4. PRIVATE PLACEMENT Private Placement The Company entered into an agreement with the Sponsor and Metric pursuant to which the Sponsor and Metric purchased an aggregate of 3,397,155 1.50 5,095,733 one 11.50 | NOTE 4 — PRIVATE PLACEMENT Private Placement The Company entered into an agreement with the Sponsor and Metric pursuant to which the Sponsor and Metric purchased an aggregate of 3,397,155 1.50 5,095,733 one 11.50 |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions | 6. Related Party Transactions Calidi has funded its operations to date primarily through private sales of convertible preferred stock, contingently convertible and convertible promissory notes, SAFEs and common stock. These investments have included various related parties, including from AJC Capital and certain directors as further discussed below. The following table presents the various significant related party transactions and investments in Calidi for the periods presented (in thousands): Schedule of Related Party Transactions Related Party Description of investment or transaction 2023 2022 Six Months Ended Related Party Description of investment or transaction 2023 2022 AJC Capital, Director A, B, and a manager Convertible notes payable, including accrued interest (1) $ 842 $ 765 AJC Capital Line of credit – as guarantor (2) — — AJC Capital, Director A, E and executive officer’s family office Term notes payable, net of discount, including accrued interest (3) 4,102 1,000 AJC Capital, Directors A, D, E, F, an officer, and a manager Simple agreements for future equity (SAFE), at fair value (4) 5,082 2,039 AJC Capital, Director D Accounts payable and accrued expenses (5) 104 157 Directors C Contingently convertible notes payable, including accrued interest, at fair value (6) 1,629 1,586 Former Executive Legal settlement liability (7) 520 760 Director D Former President and Chief Operating Officer (8) 450 300 Director A Advisory services included in accrued expenses (9) 138 27 AJC Capital Lease guaranty (10) 158 — Jackson Investment Group Series B Convertible Preferred Stock, at fair value (11) 7,442 — Calidi Cure LLC Series B Convertible Preferred Stock, at fair value (11) 190 — Series B financing cost FLAG shares issued as incentive, at fair value (11) 2,680 — Related party transactions and investments FLAG shares issued as incentive, at fair value (11) 2,680 — (1) See Note 7 for full disclosures on debt, including the convertible notes and related extensions of scheduled maturity dates (see Note 14). (2) In November 2020, Calidi, as the borrower, opened a Line of Credit (“LOC”) with City National Bank (“CNB”) for a borrowing capacity of up to $ 1.0 (3) Term notes payable, net of discount, in principal amount of $ 450,000 900,000 500,000 1,000,000 3.0 (4) See Note 8 for full disclosures around the SAFE instruments (see Notes 13 and 14). (5) Amounts owed to AJC Capital as of June 30, 2023, for primarily rent expense for temporary use of personal house for company office space in 2020; in addition, amounts owed to AJC Capital and Director D for certain consulting expenses, included in accounts payable and accrued expenses as of December 31, 2022. (6) See Note 7 for full disclosures around contingently convertible notes payable, including accrued interest, accounted for using the fair value option. Director C is a partner in a partnership agreement with the Calidi investor who holds the contingently convertible notes issued by Calidi which may deem Director C’s partnership to be the beneficial owner of this contingently convertible note as of June 30, 2023 and December 31, 2022. (7) See Note 4 for full disclosure of a settlement liability recorded with a Co-Founder and Former Executive of Calidi. (8) On February 1, 2022, Calidi appointed a current board member (Director D referenced above), George K. Ng, as President and Chief Operating Officer of Calidi under an Employment Agreement (the “Ng Agreement”). Under the Ng Agreement, Mr. Ng is entitled to a base annual salary of $ 450,000 300,000 (9) On April 1, 2022, Calidi entered into an Advisory Agreement with Scott Leftwich (Director A referenced above), for providing certain strategic and advisory services. Director A will receive an advisory fee of $ 9,166 120,000 10 (10) In October 2022, in order for Calidi to secure and execute the San Diego Lease discussed in Note 13, Mr. Allan Camaisa provided a personal Guaranty of Lease of (the “Guaranty”) up to $ 900,000 As consideration for the Guaranty, Calidi agreed to pay Mr. Camaisa 10% of the Guaranty amount for the first year of the San Diego Lease, and 5% per annum of the Guaranty amount thereafter through the life of the lease, with all amounts accrued and payable at the termination of the San Diego Lease or release of Mr. Camaisa from the Guaranty by the lessor, whichever occurs first 225,000 (11) See Note 9 for full disclosure of the Series B Preferred Stock as of June 30, 2023 which is classified as a liability and carried at fair value, including FLAG Class B common stock issued to Jackson Investment Group and Calidi Cure as an incentive to invest into the Series B financing. See also Note 14 in connection with the Closing of the FLAG Merger and the Series B Preferred Stock conversions to Calidi common stock. See Note 4 for the Promissory Note agreement between FLAG and Calidi. | 7. Related Party Transactions Calidi has funded its operations to date primarily through private sales of convertible preferred stock, contingently convertible and convertible promissory notes, term loans, SAFEs and common stock. These investments have included various related parties, including from AJC Capital, certain directors and executive management as further discussed below. Schedule of Related Party Transactions The following table presents the various significant related party transactions and investments in Calidi for the periods presented (in thousands): Related Party Description of investment or transaction 2022 2021 Year Ended December 31, Related Party Description of investment or transaction 2022 2021 AJC Capital, Director A, B, and a manager Convertible notes payable, including accrued interest (1) $ 804 $ 1,365 AJC Capital Line of credit – as guarantor (2) — — AJC Capital, Director A, E, and executive officer’s family office Term notes payable, net of discount, including accrued interest (3) 1,962 1,027 AJC Capital Business loan payable – as guarantor (4) — 38 AJC Capital, Directors A, D, E, F, an officer, and a manager Simple agreements for future equity (SAFE), at fair value (5) 4,615 1,417 AJC Capital, Director D Accounts payable and accrued expenses (6) 170 137 Directors C Contingently convertible notes payable, including accrued interest, at fair value (7) 1,152 1,572 Former Executive Legal settlement liability (8) 640 880 Director D President and Chief Operating Officer (9) 300 — Director A Advisory services included in accrued expenses (10) 82 — AJC Capital Lease guaranty (11) 150 — Related party transactions and investments 150 — (1) See Note 8 for full disclosures on debt, including the convertible notes and related extensions of scheduled maturity dates. (2) In November 2020, Calidi, as the borrower, opened a Line of Credit (“LOC”) with City National Bank (“CNB”) for a borrowing capacity of up to $ 1.0 (3) Term notes payable, including accrued interest, of approximately $ 500,000 900,000 544,000 1,000,000 1.0 (4) Principal balance on a business loan payable by Calidi to a bank for which AJC Capital is a guarantor to the bank for the loan (see Note 8), loan remained outstanding as of December 31, 2021. (5) See Note 9 for full disclosures around the SAFE instruments. (6) Amounts owed to AJC Capital for primarily rent expense for temporary use of personal house for company office space in 2020; in addition, amounts owed to Director D for certain consulting expenses, included in accounts payable and accrued expenses as of December 31, 2022 and 2021. (7) See Note 8 for full disclosures around contingently convertible notes payable, including accrued interest, accounted for using the fair value option. Director C is a partner in a partnership agreement with the Calidi investor who holds the contingently convertible notes issued by Calidi which may deem Director C’s partnership to be the beneficial owner of this contingently convertible note as of December 31, 2022 and 2021. (8) See Note 5 for full disclosure of a settlement liability recorded with a Co-Founder and Former Executive of Calidi. (9) On February 1, 2022, Calidi appointed a current board member (Director D referenced above), George K. Ng, as President and Chief Operating Officer of Calidi under an Employment Agreement (the “Ng Agreement”). Under the Ng Agreement, Mr. Ng is entitled to a base annual salary of $ 450,000 300,000 500,000 3.86 35 100,000 (10) On April 1, 2022, Calidi entered into an Advisory Agreement with Scott Leftwich (Director A referenced above), for providing certain strategic and advisory services. Director A will receive an advisory fee of $ 9,166 120,000 10 (11) In October 2022, in order for Calidi to secure and execute the San Diego Lease discussed in Note 14, Mr. Allan Camaisa provided a personal Guaranty of Lease of (the “Guaranty”) up to $ 900,000 225,000 |
First Light Acquisition Group Inc [Member] | ||
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Related Party Transactions Founder shares On March 24, 2021, the Sponsor and Metric purchased 5,750,000 25,000 20 The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $ 12.00 20 30 120 The Founder Shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 6. In connection with the closing of the Initial Public Offering, certain anchor investors acquired from the Sponsor and Metric in the aggregate 1,452,654 The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities was expensed as incurred in the statement of operations. Offering costs allocated to the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. In September 2022, the Sponsor and Metric sold an aggregate of 850,000 FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Promissory notes-related parties On September 13, 2022, the Company entered into promissory note agreements with the Sponsor and Metric for an aggregate $ 490,000 490,000 490,000 0 490,000 In November 2022, December 2022, January 2023, and June 2023, the Company entered into promissory note agreements with various parties (“Promissory Notes”) for an aggregate borrowing capacity of $ 1,490,000 50 100 50 100 1,490,000 767,500 143,589 7,719 50 273,448 32,865 Related party loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Further, if the Sponsor elects to extend the period of time to consummate an initial Business Combination beyond 24 months from the closing of the Initial Public Offering, the Sponsor (or its affiliates or designees) may be required to deposit additional funds into the Trust Account in the form of a loan to us, as described in the prospectus (the “Extension Loans”, together with the Working Capital Loans, the “Company Loans”). If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $ 4,600,000 1.50 no Administrative support agreement The Company has the option, commencing on the date that the Company’s securities are first listed on a U.S. national securities exchange through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a total of $ 10,000 FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) | NOTE 5 — RELATED PARTY TRANSACTIONS Related Party Transactions Founder Shares On March 24, 2021, the Sponsor and Metric purchased 5,750,000 25,000 20 The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $ 12.00 20 30 120 The Founder Shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 6. In connection with the closing of the Initial Public Offering, certain anchor investor acquired from the Sponsor and Metric in the aggregate 1,452,654 The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities was expensed as incurred in the statement of operations. Offering costs allocated to the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. In September 2022, the Sponsor and Metric sold an aggregate of 850,000 360,000 Promissory Note — Related Parties In March 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 188,804 no On September 13, 2022, the Company entered into promissory note agreements with the Sponsor and Metric (“Related Party Promissory Notes”) for an aggregate $ 490,000 490,000 FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS In November and December 2022, the Company entered into promissory note agreements with various parties (“Promissory Notes”) for an aggregate borrowing capacity of $ 905,000 50 100 767,500 7,719 50 32,865 100 Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor intends to loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company intends to have the ability to repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company intends to have the ability to use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. At the lender’s discretion, up to $ 1,500,000 1.50 no Administrative Support Agreement The Company has the option, commencing on the date that the Company’s securities are first listed on a U.S. national securities exchange through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $ 10,000 |
Convertible Preferred Stock, Co
Convertible Preferred Stock, Common Stock and Stockholders’ Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Convertible Preferred Stock, Common Stock and Stockholders’ Deficit | 9. Convertible Preferred Stock, Common Stock and Stockholders’ Deficit Convertible Preferred Stock Pursuant to the Third Amended and Restated Articles of Incorporation filed on June 16, 2023 (“the Third Amended Articles”), Calidi is authorized to issue a total of 40,000,000 0.0001 The authorized, issued and outstanding shares and other information related to Calidi’s Convertible Preferred Stock is presented below as follows (in thousands, except share amounts): Schedule of Convertible Preferred Stock June 30, 2023 Shares Shares Liquidation Carrying Founders 10,500,000 10,402,285 $ 2,080 $ 1,354 Series A-1 5,000,000 4,316,400 4,316 3,871 Series A-2 4,000,000 2,544,883 4,454 4,376 Total convertible preferred stock presented outside of permanent equity 19,500,000 17,263,568 $ 10,850 $ 9,601 Series B 1,000,000 205,999 — 7,632 Total convertible preferred stock classified as a liability 1,000,000 205,999 $ — $ 7,632 In connection with the closing of the FLAG Merger on September 12, 2023, all Convertible Preferred Stock, including the Series B Convertible Preferred stock classified as a liability which were completed as to the Series B financing, were converted to Calidi common stock pursuant to the conversion provisions and are no longer outstanding as of that date (see Note 14). December 31, 2022 Shares Shares Liquidation Carrying Founders 10,500,000 10,402,285 $ 2,080 $ 1,354 Series A-1 5,000,000 4,316,400 4,316 3,871 Series A-2 4,000,000 2,544,883 4,454 4,376 19,500,000 17,263,568 $ 10,850 $ 9,601 Dividends There is no stated per annum dividend rate within the Convertible Preferred Stock agreements. When or if a dividend is declared by the board of directors, the holders of the outstanding shares of Convertible Preferred Stock are entitled to first receive a dividend at least equal to the dividend payable on common stock as if all Convertible Preferred Stock had been converted to common stock. Since inception and through the date of this Report, no cash dividends have been declared or accrued. Liquidation preferences In the event of any liquidation or deemed liquidation event such as dissolution, winding up, or loss of control, either voluntary or involuntary, the holders of Convertible Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds to the holders of common stock, an amount equal to the Convertible Preferred Stock original issue price plus any declared and unpaid dividend or such amount per share were the Convertible Preferred Stock be converted into common stock. Liquidation payments to the holders of Convertible Preferred Stock have priority and are made in preference to any payments to the holders of common stock. The liquidation preferences as of June 30, 2023 and December 31, 2022 are reported above. Voting rights The holder of each share of Convertible Preferred Stock is entitled to one vote for each share of common stock into which it would convert. At any time when at least 25% of the initially issued shares of the Founders convertible preferred stock remain outstanding, approval of a majority of the Founders convertible preferred stock is required for certain matters, as defined in the Amended Articles, such as (a) amending Calidi’s Certificate of Incorporation which alter the terms of the Founders convertible preferred stock in an adverse manner, (b) an increase or decrease the authorized numbers of shares of any stock, (c) the authorization or creation any new class of stock that are senior to the existing Convertible Preferred Stock, (d) the redemption or repurchase of any shares of stock, (e) the declaration or payment any dividend or otherwise make a distribution to shareholders, (f) the increase or decrease the number of directors of Calidi, or (g) the consent, agree or commit to a liquidation or deemed liquidation event. Conversion The shares of Convertible Preferred Stock are convertible into one share of common stock at any time, at the option of the holder, subject to certain antidilutive adjustments, including stock splits, combinations, common stock dividends and distributions, reclassification, recapitalization, merger, and consolidation. The conversion ratio is equal the original issuance price of the respective preferred shares which is $ 0.20 1.00 1.75 All of the Convertible Preferred Stock shares would automatically convert into the number of shares of common stock determined in accordance with the conversion rate upon any of the following: (a) by vote or written consent of a majority of the holders of the outstanding Convertible Preferred Stock or (b) upon the closing of an initial public offering. Calidi evaluated whether the Convertible Preferred Stocks embedded optional and automatic conversion features represented a BCF in accordance with ASC 470-20 and determined that the optional conversion features were not beneficial to the holder at the time of the Convertible Preferred Stocks respective original issuance dates. In addition, the automatic conversion features which are contingent upon on the occurrence of a future event resulted in contingent BCFs at the Convertible Preferred Stock issuance dates, however, in accordance with ASC 470-20, a contingent BCF is not recognized until the contingency is resolved. See Note 2 regarding the impact of adoption of ASU 2020-06 on January 1, 2021. Series B Convertible Preferred Stock – liability classified On June 16, 2023, Calidi entered into a Securities Purchase Agreement (“SPA”) with a Jackson Investment Group LLC (“JIG”), an investor in FLAG, and Calidi Cure LLC (“Calidi Cure”) an entity that is solely managed and operated by Allan J. Camaisa, for an aggregate purchase of 1,000,000 25.00 25.0 12.5 500,000 12.5 500,000 199,999 5.0 300,001 7.5 199,999 5.0 300,001 7.5 Calidi evaluated the accounting implications of the Series B Preferred Stock financing as of and for the six months ended June 30, 2023. As of June 30, 2023, only the $ 5 150,000 150,000 2.4 0.1 2.7 The holders of the Series B Preferred Stock shall have liquidation, deemed liquidation, voting, dividend and other rights on terms substantially similar to Convertible Preferred Stock described above, except the Series B Preferred Stock is junior in rank to the Convertible Preferred Stock. At any time after the date of issuance, any holder of the Series B Preferred Stock shall have the right by written election to Calidi to convert all or any portion of the outstanding shares, along with accrued dividends, if any, into an aggregate number of shares of Calidi common stock by (i) multiplying the number of shares of Series B Preferred Stock to be converted by the $ 25.00 180.0 200.0 All shares of Series B Preferred Stock outstanding shall automatically convert to shares of Calidi common stock based on the applicable conversion prices described above in the earlier to occur of the following: i) the Closing of the business combination or a qualified public offering by Calidi, or ii) on June 30, 2025. A qualified public offering shall occur upon the sale and firm commitment in an underwritten public offering in which Calidi sells at least $10.0 million at a price per share equal to or greater than the Conversion Price defined above respectively which was sold to the public and listed on a national securities exchange In the event that the business combination is not completed by September 14, 2023, JIG has a contingent put option on the JIG Tranche 1 investment, upon written notice to Calidi, to demand a repayment of invested principal amount plus 10 5.5 5.0 50.0 In the event that the business combination is completed on or before September 14, 2023 and JIG has funded JIG Tranche 2, but Calidi Cure has not fulfilled its commitment to purchase $ 12.5 12.5 As an incentive to purchase the Series B Preferred Stock in June 2023, JIG and to Calidi Cure received 255,987 1,500 2.7 In connection with the closing of the FLAG Merger on September 12, 2023, all Convertible Preferred Stock, including the Series B Convertible Preferred stock classified as a liability which were completed as to the Series B financing, were converted to Calidi common stock pursuant to the conversion provisions and are no longer outstanding as of that date (see Note 14). Common Stock Pursuant to the Third Amended Articles, Calidi is authorized to issue 120,000,000 0.0001 21,150,095 20,622,204 During the six months ended June 30, 2023, Calidi issued 425,001 102,889 263,646 131,000 As of June 30, 2023, common stock reserved for future issuance consisted of the following: Schedule of Common Stock Reserved Conversion of convertible preferred stock 19,277,355 Common stock warrants outstanding 4,050,000 Conversion of convertible notes payable 480,857 Common stock options issued and outstanding 23,487,117 Shares available for future issuance under the 2019 Equity Incentive Plan 1,224,237 Common stock reserved for future issuance 48,519,566 In connection with the closing of the FLAG Merger on September 12, 2023, all Calidi Common Stock, including all convertible common equivalents were exchanged for New Calidi Common Stock (see Note 14). Warrants 2021 Term Note Warrants In connection with the 2021 Term Notes Payable financings discussed in Note 7, Calidi issued warrants to purchase 1,000,000 1.00 22,000 In connection with the closing of the FLAG Merger on September 12, 2023, all 2021 Term Note Warrants were cashless exercised into 900,000 2020 Term Note Warrants In connection with the 2020 Term Notes Payable financings discussed in Note 7, Calidi issued warrants to purchase 1,050,000 1.00 63,000 In connection with the closing of the FLAG Merger on September 12, 2023, all 2020 Term Note Warrants were cashless exercised into 945,000 2020 LOC Warrants In connection with the 2020 Line of Credit discussed in Note 7, Calidi issued warrants to purchase 2,000,000 1.00 634,000 The estimated fair value of the 2020 LOC Warrants was determined using the Black-Scholes option pricing model which, among other factors, utilized key inputs such as the share price of the underlying common stock at the valuation date, the exercise price, the expected life of the 2020 LOC Warrants, which were estimated to be the at the future liquidity event that would result in the termination of the warrant, risk-free interest rates, expected dividends and expected volatility commensurate with the expected life. The determination of the 2020 LOC Warrants fair values is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If Calidi had made different assumptions, its 2020 LOC Warrants fair values and the resulting financial statement impacts from those values may have been significantly different. There were no warrants issued during the six months ended June 30, 2023. As of June 30, 2023 and December 31, 2022, there was an aggregate of 4,050,000 1.00 7.62 7.87 In connection with the closing of the FLAG Merger on September 12, 2023, all 2020 LOC Warrants were cashless exercised into 1,800,000 The following table summarizes Calidi’s aggregate warrant activity for the six months ended June 30, 2023. Schedule of Warrant Activity Number of Weighted Weighted Outstanding at January 1, 2023 4,050,000 $ 1.00 7.87 Issued — — — Exercised — — — Cancelled — — — Outstanding at June 30, 2023 4,050,000 $ 1.00 7.37 | 10. Convertible Preferred Stock, Common Stock and Stockholders’ Deficit Convertible Preferred Stock Pursuant to the Second Amended and Restated Articles of Incorporation filed on February 10, 2022 (“the Second Amended Articles”), Calidi is authorized to issue a total of 40,000,000 0.0001 During the year ended December 31, 2022, Calidi issued 150,000 257,143 The authorized, issued and outstanding shares and other information related to Calidi’s Convertible Preferred Stock is presented below as follows (in thousands, except share amounts): Schedule of Convertible Preferred Stock December 31, 2022 Shares Shares Issued Liquidation Carrying Founders 10,500,000 10,402,285 $ 2,080 $ 1,354 Series A-1 5,000,000 4,316,400 4,316 3,871 Series A-2 4,000,000 2,544,883 4,454 4,376 19,500,000 17,263,568 $ 10,850 $ 9,601 December 31, 2021 Shares Authorized Shares Issued and Outstanding Liquidation Preference Carrying Value Founders 10,500,000 10,402,285 $ 2,080 $ 1,354 Series A-1 - (a) 4,166,400 4,166 3,721 Series A-2 - (a) 2,287,740 4,004 3,926 Series B 20,000,000 — — — 30,500,000 (a) 16,856,425 $ 10,250 $ 9,001 (a) Prior to the Second Amended Articles and of the 40,000,000 9,000,000 20,000,000 Dividends There is no stated per annum dividend rate within the Convertible Preferred Stock agreements. When or if a dividend is declared by the board of directors, the holders of the outstanding shares of Convertible Preferred Stock are entitled to first receive a dividend at least equal to the dividend payable on common stock as if all Convertible Preferred Stock had been converted to common stock. Since inception and through the date of this Report, no cash dividends have been declared or accrued. Liquidation preferences In the event of any liquidation or deemed liquidation event such as dissolution, winding up, or loss of control, either voluntary or involuntary, the holders of Convertible Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds to the holders of common stock, an amount equal to the Convertible Preferred Stock original issue price plus any declared and unpaid dividend or such amount per share were the Convertible Preferred Stock be converted into common stock. Liquidation payments to the holders of Convertible Preferred Stock have priority and are made in preference to any payments to the holders of common stock. The liquidation preferences as of December 31, 2022 and 2021 are reported above. Voting rights The holder of each share of Convertible Preferred Stock is entitled to one vote for each share of common stock into which it would convert. At any time when at least 25% of the initially issued shares of the Founders convertible preferred stock remain outstanding, approval of a majority of the Founders convertible preferred stock is required for certain matters, as defined in the Amended Articles, such as (a) amending Calidi’s Certificate of Incorporation which alter the terms of the Founders convertible preferred stock in an adverse manner, (b) an increase or decrease the authorized numbers of shares of any stock, (c) the authorization or creation any new class of stock that are senior to the existing Convertible Preferred Stock, (d) the redemption or repurchase of any shares of stock, (e) the declaration or payment any dividend or otherwise make a distribution to shareholders, (f) the increase or decrease the number of directors of Calidi, or (g) the consent, agree or commit to a liquidation or deemed liquidation event. Conversion The shares of Convertible Preferred Stock are convertible into one share of common stock at any time, at the option of the holder, subject to certain antidilutive adjustments, including stock splits, combinations, common stock dividends and distributions, reclassification, recapitalization, merger, and consolidation. The conversion ratio is equal the original issuance price of the respective preferred shares which is $ 0.20 1.00 1.75 All of the Convertible Preferred Stock shares would automatically convert into the number of shares of common stock determined in accordance with the conversion rate upon any of the following: (a) by vote or written consent of a majority of the holders of the outstanding Convertible Preferred Stock or (b) upon the closing of an initial public offering. Calidi evaluated whether the Convertible Preferred Stocks embedded optional and automatic conversion features represented a BCF in accordance with ASC 470-20 and determined that the optional conversion features were not beneficial to the holder at the time of the Convertible Preferred Stocks respective original issuance dates. In addition, the automatic conversion features which are contingent upon on the occurrence of a future event resulted in contingent BCFs at the Convertible Preferred Stock issuance dates, however, in accordance with ASC 470-20, a contingent BCF is not recognized until the contingency is resolved. See Note 2 regarding the impact of adoption of ASU 2020-06 on January 1, 2021. Common Stock Pursuant to the Second Amended Articles, Calidi is authorized to issue 120,000,000 0.0001 20,622,204 19,928,108 During the year ended December 31, 2022, Calidi issued 263,646 141,590 250,000 38,860 During the year ended December 31, 2021, Calidi raised $ 35,000 35,000 100,000 121,735 122,000 As of December 31, 2022, common stock reserved for future issuance consisted of the following: Schedule of Common Stock Reserved Conversion of convertible preferred stock 17,263,568 Common stock warrants outstanding 4,050,000 Conversion of convertible notes payable 437,143 Common stock options issued and outstanding 23,914,458 Shares available for future issuance under the 2019 Equity Incentive Plan 1,221,896 Common stock reserved for future issuance 46,887,065 Warrants 2021 Term Note Warrants In connection with the 2021 Term Notes Payable financings discussed in Note 8, Calidi issued warrants to purchase 1,000,000 1.00 i) on the tenth anniversary of the issuance date or ii) a completion of an IPO under the Securities Act of 1933 or consummation of a deemed liquidation event as defined in the Amended Articles. The Note Warrants are classified as equity in accordance with ASC 815. Calidi has elected to measure the 2021 Term Notes Payable using the fair value option under ASC 825 discussed in Notes 2 and 6. Accordingly, Calidi allocated the proceeds from the 2021 Term Notes Payable to the associated 2021 Term Note Warrants based on the residual method of allocation prescribed by ASC 815. This resulted in approximately $ 22,000 2020 Term Note Warrants In connection with the 2020 Term Notes Payable financings discussed in Note 8, Calidi issued warrants to purchase 1,050,000 1.00 63,000 2020 LOC Warrants In connection with the 2020 Line of Credit discussed in Note 8, Calidi issued warrants to purchase 2,000,000 1.00 634,000 The estimated fair value of the 2020 LOC Warrants was determined using the Black-Scholes option pricing model which, among other factors, utilized key inputs such as the share price of the underlying common stock at the valuation date, the exercise price, the expected life of the 2020 LOC Warrants, which were estimated to be the at the future liquidity event that would result in the termination of the warrant, risk-free interest rates, expected dividends and expected volatility commensurate with the expected life. The determination of the 2020 LOC Warrants fair values is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If Calidi had made different assumptions, its 2020 LOC Warrants fair values and the resulting financial statement impacts from those values may have been significantly different. There were no warrants issued during the year ended December 31, 2022. As of December 31, 2022 and 2021, there was an aggregate of 4,050,000 1.00 7.87 8.87 The following table summarizes Calidi’s aggregate warrant activity for the twelve months ended December 31, 2022. Schedule of Warrant Activity Number of Weighted Weighted Outstanding at January 1, 2022 4,050,000 $ 1.00 8.87 Issued — — — Exercised — — — Cancelled — — — Outstanding at December 31, 2022 4,050,000 $ 1.00 7.87 |
First Light Acquisition Group Inc [Member] | ||
Convertible Preferred Stock, Common Stock and Stockholders’ Deficit | NOTE 6. STOCKHOLDERS’ EQUITY Convertible Preferred Stock, Common Stock and Stockholders’ Deficit Preferred stock. The Company is authorized to issue up to 1,000,000 0.0001 no Class A common stock. The Company is authorized to issue up to 300,000,000 0.0001 18,871,976 190,010,529 4,128,024 no 4,128,024 Class B common stock. The Company is authorized to issue up to 30,000,000 0.0001 5,750,000 The shares of Class B common stock (Founder Shares) will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 | NOTE 6 — STOCKHOLDERS’ EQUITY Convertible Preferred Stock, Common Stock and Stockholders’ Deficit Preferred stock — 1,000,000 0.0001 no Class A common stock — The Company is authorized to issue 300,000,000 0.0001 18,871,976 190,010,529 4,128,024 4,128,024 23,000,000 10.00 Class B common stock — 30,000,000 0.0001 5,750,000 The shares of Class B common stock (Founder Shares) will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
First Light Acquisition Group Inc [Member] | ||
Warrants | NOTE 7. WARRANTS Warrants Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 30 The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) The Company has agreed that as soon as practicable, but in no event later than 15 Redemption of warrants when the price per Class A common stock equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the last reported sale price of the Class A common stock for any 20 30 18.00 If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A common stock equals or exceeds $ 10.00 ● in whole and not in part; ● at $ 0.10 ● upon a minimum of 30 ● if, and only if, the Reference Value (as defined above under “—Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00”) equals or exceeds $ 10.00 ● if the Reference Value is less than $ 18.00 FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 60 115 18.00 10.00 180 10.00 The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 The Company accounts for the 14,897,155 11,500,000 3,397,155 The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. | NOTE 7 – WARRANTS Warrants Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 30 The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS The Company has agreed that as soon as practicable, but in no event later than 15 60 Redemption of warrants when the price per Class A common stock equals or exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the last reported sale price of the Class A common stock for any 20 30 18.00 If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A common stock equals or exceeds $ 10.00 ● in whole and not in part; ● at $ 0.10 ● upon a minimum of 30 ● if, and only if, the Reference Value (as defined above under “— Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00”) equals or exceeds $ 10.00 ● if the Reference Value is less than $ 18.00 FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 60 20 9.20 115 18.00 10.00 180 10.00 The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 The Company accounts for the 14,897,155 11,500,000 3,397,155 The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies | 13. Commitments and Contingencies Operating and financing leases On October 10, 2022, Calidi entered into an Office Lease Agreement (the “San Diego Lease”) of a building containing 15,197 To secure and execute the San Diego Lease, Mr. Allan Camaisa provided a personal Guaranty of Lease of up to $ 900,000 The San Diego Lease has an initial term of 48 calendar months, from the first day of the first full month following which the “Commencement Date” occurs (the “Term”), which was March 1, 2023. Beginning on the Commencement Date, Calidi pays base monthly rent in the amount of $ 107,899 In addition to base monthly rent and management fees, Calidi will pay in monthly installments its share of (a) all costs and expenses, other than certain excluded expenses, incurred by the lessor in each calendar year in connection with operating, maintaining, repairing (including replacements if repairs are not feasible or would not be effective) and managing the Premises and the building in which the Premises are located (“Expenses”), and (b) all real estate taxes and assessments on the Premises and the building in which the Premises are located, all personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Premises (“Taxes”). Upon execution of the San Diego Lease, Calidi provided the lessor a payment of $ 133,582 117,904 On April 1, 2022, StemVac entered into an office lease which includes laboratory space which expires on June 30, 2027, with monthly payments of 4,047 Operating lease expense recognized during the six months ended June 30, 2023 and 2022 in accordance with ASC 842 was approximately $ 855,000 289,000 Calidi is also party to certain financing leases for machinery and equipment (see Note 5). The following table presents supplemental cash flow information related to operating and financing leases for the periods presented (in thousands): Schedule of Supplemental Cash Flow Information Related to Operating and Financing Leases 1 2 Six Months Cash paid for amounts included in the measurement of lease liabilities: 2023 2022 Operating cash flows from operating leases $ 1,005 $ 317 Operating cash flows from financing leases 36 41 Financing cash flows from financing leases 9 7 Right-of-use assets obtained in exchange for new lease liabilities: Operating lease $ 4,714 $ 223 The following table presents supplemental balance sheet information related to operating and financing leases as of June 30, 2023 (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Operating and Financing Leases Operating leases Right-of-use assets, net $ 4,576 $ 216 Right-of-use lease liabilities, current $ 956 $ 42 Right-of-use lease liabilities, noncurrent 3,546 173 Total operating lease liabilities $ 4,502 $ 215 Financing Leases Machinery and equipment, gross $ 423 $ 281 Accumulated depreciation (211 ) (140 ) Machinery and equipment, net $ 212 $ 141 Current liabilities $ 70 $ 50 Noncurrent liabilities 110 76 Total financing lease liabilities $ 180 $ 126 Weighted average remaining lease term Operating leases 3.7 4.7 Financing leases 3.1 3.3 Weighted average discount rate Operating leases 11.8 % 5.9 % Financing leases 8.7 % 13.7 % The following table presents future minimum lease commitments as of June 30, 2023 (in thousands): Schedule of Future Minimum Lease Commitments Operating Financing Year Ending December 31, 2023 (July – December) $ 695 $ 43 2024 1,422 65 2025 1,461 44 2026 and thereafter 1,984 48 Total minimum lease payments 5,562 200 Less: amounts representing interest (1,060 ) (20 ) Present value of net minimum lease payments $ 4,502 $ 180 Litigation — General Calidi is subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, and other matters. At each reporting date, Calidi evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, Calidi will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, Calidi discloses the claim if the likelihood of a potential loss is reasonably possible, and the amount involved could be material. Calidi expenses the costs related to legal proceedings as incurred. See Note 4 and the other legal matters discussed below. Other than the matter discussed below, Calidi is not currently party to any material legal proceedings. Legal proceedings Terminated Physician Agreement Matter On July 19, 2016, Calidi entered into a Partnership Agreement between certain physicians (the “Physicians”, as one of the “partners”) and Calidi for the Physicians to provide certain services to Calidi. In connection with the Partnership Agreement, Calidi granted the Physicians stock options as consideration for those services pursuant to Calidi’s Equity Incentive Plan (the “Plan”). The Partnership Agreement was deemed terminated on March 21, 2018. Pursuant to the terms of the stock option agreements and the Plan, the Physicians had three months from the termination date to exercise their vested stock options before those options would automatically expire and cancel unexercised, while all unvested stock options are forfeited immediately on the termination date. The Physicians did not elect to exercise any of their vested options thereby resulting in full cancellation of those options in accordance with the Plan. On March 14, 2022, the Physicians filed a lawsuit against Calidi in San Diego Superior Court, seeking, among other claims, declaratory relief and claiming that the stock options granted to them pursuant to the Partnership Agreement, have not expired and remain exercisable by the Physicians. The Physicians are claiming 3,000,000 On December 6, 2022, Calidi and the Physicians participated in mediation in San Diego, California. In order to attempt to settle all claims and avoid a costly trial, Calidi offered the Physicians 50,000 3.86 100,000 3.86 207,000 1 1 3.86 250,000 5.0 While Calidi is unable to provide any assurances as to the ultimate outcome of this matter, Calidi believes the allegations in the Physician’s complaint are without merit, and Calidi intends to vigorously defend against them. Although it is reasonably possible that the range of loss on this matter may be estimated to be between approximately $ 0.2 4.9 0.2 Tax Filings Calidi tax filings are subject to audit by taxing authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. Management believes Calidi has adequately provided for any ultimate amounts that are likely to result from these audits; however, final assessments, if any, could be significantly different than the amounts recorded in the unaudited condensed consolidated financial statements. Employment Contracts Calidi has entered into employment and severance benefit contracts with certain executive officers and other employees. Under the provisions of the contracts, Calidi may be required to incur severance obligations for matters relating to changes in control, as defined, and certain terminations of those executives and employees. As of June 30, 2023 and December 31, 2022, Calidi had not accrued any such benefits except for the severance accrual for Mr. Ng (see Note 6). Manufacturing and other supplier contracts Calidi has entered into certain manufacturing and other supplier agreements with vendors principally for manufacturing drug product for clinical trials and continued development of the CLD-101 and CLD-201 programs, amounting to approximately $ 6.2 2.3 1.5 0.8 0.8 As of June 30, 2023, Calidi had incurred approximately $ 3.8 License Agreements with City of Hope and the University of Chicago On June 7, 2021, Calidi entered into a License Agreement with Northwestern University (“Northwestern”) (the “Northwestern Agreement”) for the exclusive commercialization rights to the investigational new drug (“IND”) and data generated from Northwestern’s phase 1 clinical trial treating brain tumor patients with an engineered oncolytic adenovirus delivered by neural stem cells (“NSC-CRAd-S-pk7”). Under the Northwestern Agreement, among other rights, Northwestern granted to Calidi a worldwide, twelve-year exclusivity for the commercial development of NSC-CRAd-S-pk7 or other oncolytic viruses for therapeutic and preventive uses in oncology and a right of reference to Northwestern’s IND application which relates to the treatment of newly diagnosed HGG. Pursuant to the Northwestern Agreement, Calidi agreed to a best-efforts commitment to fund up to $ 10 On October 14, 2021, Calidi entered into a Material License Agreement with Northwestern to license the NSC-CRAd-S-pk7 oncolytic virus materials which Calidi intends to use to continue advancing its research, development and commercialization efforts of the NNV1 and NNV2 programs. As of the date of issuance of these unaudited condensed consolidated financial statements, it is not probable that Calidi will make these payments, if any at all. Calidi will record the contingent payments if and when they become payable, in accordance with the applicable guidance. License Agreement with City of Hope and the University of Chicago On July 22, 2021, Calidi entered into an Exclusive License Agreement with City of Hope (“COH”) and the University of Chicago (the “City of Hope Agreement”) for patents covering cancer therapies using an oncolytic adenovirus in combination with a clinical grade allogeneic neural stem cell line for recurrent HGG. Pursuant to the City of Hope Agreement, COH transferred its IND to Calidi for the commercial development of a licensed product, as defined in the City of Hope Agreement. This agreement grants to Calidi commercial exclusivity in using neural stem cells with the adenovirus known as CRAd-S-pk7 for oncolytic virotherapy. The City of Hope Agreement provides for Calidi to pay royalties in low single digit percentage of net sales generated for any product of the licensed patents for specific periods, and to pay up to $ 18.7 As of the date of the issuance of these consolidated financial statements, it is not probable that Calidi will make these payments. Calidi will record the contingent payments if and when they become payable, in accordance with the applicable guidance. Indemnification In the normal course of business, Calidi may provide indemnification of varying scope under Calidi’s agreements with other companies or consultants, typically Calidi’s clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, Calidi will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by the indemnified parties arising from claims of third parties. Indemnification provisions could also cover third party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to Calidi. Calidi’s office and laboratory facility leases also will generally contain indemnification obligations, including obligations for indemnification of the lessor for environmental law matters and injuries to persons or property of others, arising from Calidi’s use or occupancy of the leased property. The term of these indemnification agreements will generally continue in effect after the termination or expiration of the particular research, development, services, lease, or other agreement to which they relate. The potential future payments Calidi could be required to make under these indemnification agreements will generally not be subject to any specified maximum amounts. Historically, Calidi has not been subject to any claims or demands for indemnification. Calidi also maintains various liability insurance policies that limit Calidi’s financial exposure. As a result, Calidi management believes that the fair value of these indemnification agreements is minimal. Accordingly, Calidi has not recorded any liabilities for these agreements as of June 30, 2023 and December 31, 2022. Separation Agreement with Chief Operating Officer and President On June 23, 2023, Calidi entered into a Separation and Release Agreement (“Separation Agreement”) with George Ng, Chief Operating Officer and President, effective on that date. In accordance with the provisions of the Separation Agreement, Calidi will pay Mr. Ng in the amount of $ 450,000 8.0 Mr. Ng also agreed to convert approximately $ 166,000 Mr. Ng will continue to serve as a director on the Calidi board and an advisor with continued vesting of Mr. Ng’s previously granted stock options pursuant to the terms of the Calidi equity incentive plan. | 14. Commitments and Contingencies Operating and financing leases In November 2020, Calidi entered into an operating lease agreement for its corporate headquarters and laboratory space in La Jolla, California, which expired on July 31, 2022 as to the corporate headquarters space but was extended as to the laboratory space through March 31, 2023 with a monthly payment of $ 54,453 On April 1, 2022, StemVac entered into an office lease which includes laboratory space which expires on March 31, 2027, with monthly payments of 4,047 On August 29, 2022, Calidi entered into a short-term office lease for its corporate headquarters which expired on February 28, 2023, with monthly payments of $ 43,226 Office Lease Agreement On October 10, 2022, Calidi entered into an Office Lease Agreement (the “San Diego Lease”) of a building containing 15,197 To secure and execute the San Diego Lease, Mr. Allan Camaisa provided a personal Guaranty of Lease of up to $ 900,000 The San Diego Lease has an initial term of 48 calendar months, from the first day of the first full month following which the “Commencement Date” occurs (the “Term”), which occurred on February 27, 2023. Beginning on the Commencement Date, Calidi will pay base monthly rent in the amount of $ 107,899 In addition to base monthly rent and management fees, Calidi will pay in monthly installments its share of (a) all costs and expenses, other than certain excluded expenses, incurred by the lessor in each calendar year in connection with operating, maintaining, repairing (including replacements if repairs are not feasible or would not be effective) and managing the Premises and the building in which the Premises are located (“Expenses”), and (b) all real estate taxes and assessments on the Premises and the building in which the Premises are located, all personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Premises (“Taxes”). Calidi was obligated to pay approximately 20.7 The lessor has agreed to provide Calidi with a “Tenant Improvement Allowance” in the amount of $ 303,940 128,000 Upon execution of the San Diego Lease, Calidi has provided the lessor a payment of $ 133,582 117,904 Calidi is also party to certain financing leases for machinery and equipment (see Note 6). The following table presents supplemental cash flow information related to operating and financing leases for the years ended December 31, 2022 and 2021 (in thousands): Schedule of Supplemental Cash Flow Information Related to Operating and Financing Leases 1 3 Year Ended 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 877 $ 339 Operating cash flows from financing leases 14 6 Financing cash flows from financing leases 81 30 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ 204 $ 68 (1) Includes payments made for operating leases with a term of one year or less. The following table presents supplemental balance sheet information related to operating and financing leases as of December 31, 2022 and 2021 (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Operating and Financing Leases 1 2 December 31, 2022 2021 Operating leases Right-of-use assets, net $ 199 $ 88 Right-of-use lease liabilities, current $ 44 $ 90 Right-of-use lease liabilities, noncurrent 305 5 Total operating lease liabilities $ 349 $ 95 Financing Leases Machinery and equipment, gross $ 417 205 Accumulated depreciation (173 ) (119 ) Machinery and equipment, net $ 244 $ 86 Current liabilities $ 72 46 Noncurrent liabilities 142 38 Total financing lease liabilities $ 214 $ 84 Weighted average remaining lease term Operating leases 4.3 0.5 Financing leases 3.5 2.6 Weighted average discount rate Operating leases 5.9 % 5.70 % Financing leases 9.14 % 17.46 % The following table presents future minimum lease commitments as of December 31, 2022 (in thousands): Schedule of Future Minimum Lease Commitments Operating Leases Financing Leases Year Ending December 31, 2023 55 87 2024 54 65 2025 52 43 2026 52 41 2027 and thereafter 238 7 Total minimum lease payments 451 243 Less: amounts representing interest (102 ) (29 ) Present value of net minimum lease payments $ 349 $ 214 Litigation — General Calidi is subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, and other matters. At each reporting date, Calidi evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, Calidi will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, Calidi discloses the claim if the likelihood of a potential loss is reasonably possible, and the amount involved could be material. Calidi expenses the costs related to legal proceedings as incurred. See Note 5 and the other legal matters discussed below. Other than the matter discussed below, Calidi is not currently party to any material legal proceedings. Legal proceedings Former Employee Matter On November 19, 2021, Calidi terminated an at-will employee (“former employee”). On November 24, 2021, Calidi received a demand letter from the former employee’s attorney alleging monetary damages, primarily relating to wrongful termination and breach of an advisory contract. On December 10, 2021, Calidi filed a lawsuit in San Diego Superior Court against the former employee for misappropriation of Calidi confidential information. On February 8, 2022, Calidi was served by the former employee with a counter lawsuit filed in San Diego Superior Court, alleging, among other things, wrongful termination, breach of contract, breach of implied covenant of good faith and fair dealing, and intentional infliction of emotional distress. As of December 31, 2021, Calidi accrued approximately $ 256,000 Contingencies On May 26, 2022, the parties entered into a Confidential Settlement Agreement and Mutual Release of Claims (the “Former Employee Settlement Agreement”), in which the parties agreed to settle and release each other of all claims, agreed to confidentiality and other covenants. According to the principal terms of the Former Employee Settlement Agreement, Calidi agreed to pay the former employee $ 300,000 100,000 250,000 3.86 170,000 3.86 1.9 250,000 As of December 31, 2022, Calidi had completed all payments due pursuant to the Former Employee Settlement Agreement. Terminated Physician Agreement Matter On July 19, 2016, Calidi entered into a Partnership Agreement between certain physicians (the “Physicians”, as one of the “partners”) and Calidi for the Physicians to provide certain services to Calidi. In connection with the Partnership Agreement, Calidi granted the Physicians stock options as consideration for those services pursuant to Calidi’s Equity Incentive Plan (the “Plan”). The Partnership Agreement was deemed terminated on March 21, 2018. Pursuant to the terms of the stock option agreements and the Plan, the Physicians had three months from the termination date to exercise their vested stock options before those options would automatically expire and cancel unexercised, while all unvested stock options are forfeited immediately on the termination date. The Physicians did not elect to exercise any of their vested options thereby resulting in full cancellation of those options in accordance with the Plan. On March 14, 2022, the Physicians filed a lawsuit against Calidi in San Diego Superior Court, seeking, among other claims, declaratory relief and claiming that the stock options granted to them pursuant to the Partnership Agreement, have not expired and remain exercisable by the Physicians. The Physicians are claiming 3,000,000 On December 6, 2022, Calidi and the Physicians participated in mediation in San Diego, California. In order to attempt to settle all claims and avoid a costly trial, Calidi offered the Physicians 50,000 3.86 100,000 3.86 207,000 1 1 3.86 250,000 5.0 While Calidi is unable to provide any assurances as to the ultimate outcome of this matter, Calidi believes the allegations in the Physician’s complaint are without merit, and Calidi intends to vigorously defend against them. Although it is reasonably possible that the range of loss on this matter may be estimated to be between $ 207,000 5.0 207,000 Tax Filings Calidi tax filings are subject to audit by taxing authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. Management believes Calidi has adequately provided for any ultimate amounts that are likely to result from these audits; however, final assessments, if any, could be significantly different than the amounts recorded in the consolidated financial statements. Employment Contracts Calidi has entered into employment and severance benefit contracts with certain executive officers and other employees. Under the provisions of the contracts, Calidi may be required to incur severance obligations for matters relating to changes in control, as defined, and certain terminations of those executives and employees. As of December 31, 2022 and 2021, Calidi had not accrued any such benefits. Manufacturing and other supplier contracts Calidi has entered into certain manufacturing and other supplier agreements with vendors principally for manufacturing drug product for clinical trials and continued development of the CLD-101 and CLD-201 programs, amounting to approximately $ 4.9 2.3 1.5 0.5 0.6 As of December 31, 2022, Calidi had incurred approximately $ 2.3 License Agreement with City of Hope and the University of Chicago See Note 3 for additional commitments under these agreements. Indemnification In the normal course of business, Calidi may provide indemnification of varying scope under Calidi’s agreements with other companies or consultants, typically Calidi’s clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, Calidi will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by the indemnified parties arising from claims of third parties. Indemnification provisions could also cover third party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to Calidi. Calidi’s office and laboratory facility leases also will generally contain indemnification obligations, including obligations for indemnification of the lessor for environmental law matters and injuries to persons or property of others, arising from Calidi’s use or occupancy of the leased property. The term of these indemnification agreements will generally continue in effect after the termination or expiration of the particular research, development, services, lease, or other agreement to which they relate. The potential future payments Calidi could be required to make under these indemnification agreements will generally not be subject to any specified maximum amounts. Historically, Calidi has not been subject to any claims or demands for indemnification. Calidi also maintains various liability insurance policies that limit Calidi’s financial exposure. As a result, Calidi management believes that the fair value of these indemnification agreements is minimal. Accordingly, Calidi has not recorded any liabilities for these agreements as of December 31, 2022 and 2021. |
First Light Acquisition Group Inc [Member] | ||
Commitments and Contingencies | NOTE 8. COMMITMENTS AND CONTINGENCIES Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares and Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights and shareholder agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s agreement The Company granted the underwriter a 45 3,000,000 2,335,058 0.35 8,050,000 8,050,000 zero FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Forward Purchase Agreement In August 2021, the Company entered into a forward purchase agreement with Franklin Strategic Series—Franklin Small Cap Growth Fund (the “forward purchase agreement”), a Delaware statutory trust (“Franklin”), whereby Franklin has agreed to purchase (subject to certain conditions set forth therein) 5,000,000 2,500,000 11.50 50,000,000 10.00 one-half of one warrant Subject to certain conditions set forth in the forward purchase agreement, Franklin may transfer the rights and obligations under the forward purchase agreement, in whole or in part, to forward transferees, provided that upon such transfer the forward transferees assume the rights and obligations of Franklin under the forward purchase agreement. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the Company’s initial Business Combination, for expenses in connection with its initial Business Combination or for working capital in the post-transaction company. The Company accounts for the forward purchase agreement in accordance with the guidance in ASC 815-40 as derivative liability. The liability is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the statement of operations. In connection with the Business Combination with Calidi, Franklin is not obligated under its forward purchase agreement to purchase the forward purchase shares. | NOTE 8 — COMMITMENTS AND CONTINGENCIES Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares and Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights and shareholder agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company granted the underwriter a 45 3,000,000 2,335,058 0.35 8,050,000 FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS 8,050,000 zero Forward Purchase Agreement In August 2021, the Company has entered into a forward purchase agreement with Franklin Strategic Series – Franklin Small Cap Growth Fund (the “forward purchase agreement”), a Delaware statutory trust (“Franklin”), whereby Franklin has agreed to purchase (subject to certain conditions set forth therein) 5,000,000 2,500,000 one 11.50 50,000,000 10.00 one-half of one warrant Subject to certain conditions set forth in the forward purchase agreement, Franklin may transfer the rights and obligations under the forward purchase agreement, in whole or in part, to forward transferees, provided that upon such transfer the forward transferees assume the rights and obligations of Franklin under the forward purchase agreement. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the Company’s initial Business Combination, for expenses in connection with its initial Business Combination or for working capital in the post-transaction company. The Company accounts for the forward purchase agreement in accordance with the guidance in ASC 815-40 as derivative liability. The liability is subject to re-measurement at each balance sheet date, with changes in fair value recognized in the statement of operations. In connection with the Business Combination with Calidi, Franklin is not obligated under its forward purchase agreement to purchase the forward purchase shares and has informed the Company that it has determined not to purchase such shares in connection with the consummation of the Business Combination. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | 3. Fair Value Measurements The following table presents Calidi’s assets and liabilities that are measured at fair value on a recurring basis, inclusive of related party components, as of June 30, 2023 and December 31, 2022 (in thousands): Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis June 30, 2023 Level 1 Level 2 Level 3 Total Assets: Restricted cash held in a money market account $ 367 $ — $ — $ 367 Liabilities: Contingently convertible notes payable, including accrued interest (1) $ — $ — $ 1,559 $ 1,559 Contingently issuable warrants — — 70 70 SAFEs — — 34,517 34,517 Series B convertible preferred stock — — 7,632 7,632 Total liabilities, at fair value $ — $ — $ 43,778 $ 43,778 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Restricted cash held in a money market account $ 218 $ — $ — $ 218 Liabilities: Contingently convertible notes payable, including accrued interest (1) $ — $ — $ 1,152 $ 1,152 Contingently issuable warrants — — — — SAFEs — — 29,190 29,190 Total liabilities, at fair value $ — $ — $ 30,342 $ 30,342 (1) Elected the fair value option of accounting as discussed in Note 2. Calidi’s financial instruments consist of cash, prepaid expenses and other current assets, deferred financing fees, accounts payable, accrued expenses, and other current liabilities. The carrying value of these financial instruments is generally considered to approximate their fair values because of the short-term nature of those instruments. Calidi entered into a legal settlement liability of $ 1.1 10.0 Calidi issued various debt financial instruments that include a loan payable, term notes payable, convertible notes payable, contingently convertible notes payable, and SAFEs (see Note 7 and 8). For debt instruments that are not recorded at fair value amounting to $ 7.7 4.3 Calidi entered into a Series B convertible preferred stock agreement (see Notes 9 and 14). Calidi has classified its Series B convertible preferred stock as a liability, recorded at fair value on a recurring basis, subject to the classification guidance provided under ASC 480-10-25-14. Contingently Convertible Notes Payable (CCNP) The estimated fair value of the CCNPs is determined based on the aggregated, probability-weighted average of the outcomes of two possible scenarios, (i) the next qualified financing event, as defined, occurring prior to maturity and the CCNPs, including accrued interest, thereby mandatorily converting to the type and form of shares of stock issued in that qualified financing, including the underlying contingent warrants being issued at that time (referred to as “Scenario 1”), or, (ii) a qualified financing not occurring and the CCNPs, including accrued interest, maturing without conversion and without any warrants being issued (referred to as “Scenario 2”). The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the CCNP is outstanding, in each case, under Scenario 1, based on the risk-free rate consistent with risk-neutral similar derivative equity instruments and, under Scenario 2, based on a risk-adjusted discount rate estimated based on the implied interest rate using the changes in observed interest rates of similar corporate rate debt that Calidi believes is appropriate for those probability-adjusted cash flows under Scenario 2. The value of the contingent warrants, applicable only to Scenario 1, are measured at fair value using the Black-Scholes option pricing model used to value preferred stock warrants using an underlying asset value and the discounted exercise price of the warrants, as defined, and the indicated volatility of convertible preferred stock. Term Notes Payable The estimated fair value of the term notes payable is computed similarly based on its contractual cash flows and discounted back to each reporting period the instrument is outstanding using risk-adjusted discount rates similar to Scenario 2 in CCNP discussed above. The warrants to purchase common stock, which are freestanding equity classified instruments, issued with the term notes payable, were measured using the Black-Scholes option pricing model and the value allocated among the two freestanding instruments based on the residual method of allocation (see Notes 6 and 7). Simple Agreements for Future Equity Calidi entered into certain Simple Agreements for Future Equity instruments (“SAFE”) (see Note 8). The SAFE instruments are recorded as liabilities and are stated at fair value based on Level 3 inputs. The estimated fair value of the SAFE instruments are determined based on the aggregated, probability-weighted average of the outcomes of certain possible scenarios, including (i) a next qualified financing event, as defined, thereby mandatorily converting the SAFE to the type and form of shares of stock issued in that qualified financing at a specified discount to the price issued (referred to as “SAFE Scenario 1”), (ii) a SPAC event, as defined, thereby mandatorily converting the SAFE to common stock at a specified discount to the price issued (referred to as “SAFE Scenario 2”), or (iii) a liquidity event defined as a change of control or initial public offering, in which case the investors will automatically be entitled to a portion of proceeds received under such event at a specified discount to the price issued (referred to as “SAFE Scenario 3”). The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the SAFE instruments are outstanding, in each case, based on a risk-adjusted discount rate estimated based on the implied interest rate using the changes in observed interest rates of corporate rate debt that Calidi believes is appropriate for those probability-adjusted cash flow. Series B Convertible Preferred Stock Calidi entered into a Series B convertible preferred stock agreement (see Note 9). Calidi has recorded its Series B convertible preferred stock as a liability stated at fair value based on Level 3 inputs. The estimated fair value of the Series B convertible preferred stock is determined utilizing the probability-weighted expected return method (“PWERM”) based on the aggregated, probability-weighted average of the outcome of certain possible scenarios, including (i) SPAC event is completed, as defined, thereby mandatorily converting the Series B convertible preferred stock to common stock at a specified discount to the price issued (referred to as “SPAC Scenario”), or (ii) SPAC event is not completed, as defined (referred to as “Non-SPAC Scenario”). The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the Series B convertible preferred stock instruments are outstanding, in each case, based on a weighted-average discount rate. The following table summarizes the significant unobservable inputs used in the fair value measurement of level 3 instruments as of June 30, 2023 and December 31, 2022: Schedule of Significant Unobservable Inputs Used in the Fair Value Measurement June 30, 2023 Instrument Valuation Technique Input Input Range Contingently convertible notes payable, including accrued interest Scenario-based, probability-weighted average analysis Timing of the scenarios 0.2 Probability - Scenario 1 70.0 Risk-free interest rate - Scenario 1 15.0 Probability - Scenario 2 30.0 Risk-adjusted discount rate - Scenario 2 15.0 Contingently issuable warrants on contingently convertible notes payable – Scenario 1 Black-Scholes option pricing model Expected term 2.0 Expected volatility on preferred stock 40.0 Expected dividend yield 0.0 Risk-free interest rate 3.2 SAFEs Scenario-based, probability-weighted average analysis Timing of the scenarios 0.1 1.5 Probability — SAFE Scenario 1 80.0 Probability — SAFE Scenario 2 10.0 Probability — SAFE Scenario 3 10.0 Risk-adjusted discount rate — SAFE Scenarios 1 through 3 15.0 15.0 14.7 Series B convertible preferred stock Scenario-based, probability-weighted expected return method Timing of the scenarios 0.21 Probability — SPAC Scenario 75.0 Risk-adjusted discount rate — SPAC Scenario and Non-SPAC Scenario 40 Probability — Non-SPAC Scenario 25.0% December 31, 2022 Instrument Valuation Technique Input Input Range Contingently convertible notes payable, including accrued interest Scenario-based, probability-weighted average analysis Timing of the scenarios 0.5 Probability - Scenario 1 0.0 Risk-free interest rate - Scenario 1 13.4 Probability - Scenario 2 100.0 Risk-adjusted discount rate - Scenario 2 13.4 Contingently issuable warrants on contingently convertible notes payable – Scenario 1 Black-Scholes option pricing model Expected term 2.0 Expected volatility on preferred stock 40.0 Expected dividend yield 0.0 Risk-free interest rate 3.2 SAFEs Scenario-based, probability-weighted average analysis Timing of the scenarios 0.4 3 Probability — SAFE Scenario 1 20.0 Probability — SAFE Scenario 2 70.0 Probability — SAFE Scenario 3 10.0 Risk-adjusted discount rate — SAFE Scenarios 1 through 3 13.4 13.4 13.1 Where possible, Calidi verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, discount rates, yield curves, credit spreads, measures of volatility and correlations of such inputs. Fair value measurements associated with the CCNPs, term notes payable, SAFEs, and Series B convertible preferred stock were determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. Increases or decreases in the fair value of the CCNPs, term notes payable, the SAFEs, and Series B convertible preferred stock can result from updates to assumptions such as the expected timing or probability of a qualified financing event, or changes in discount rates, among other assumptions. Based on management’s assessments of the valuations of the FVO debt instruments, SAFEs, and Series B convertible preferred stock performed by Calidi’s valuations specialists, none of the changes in the fair value of those instruments were due to changes in Calidi’s own credit risk for the reporting periods presented. Judgment is used in determining these assumptions as of the initial valuation date and at each subsequent reporting period. Changes or updates to assumptions could have a material impact on the reported fair value, and the change in fair value, of FVO debt instruments and SAFEs and the results of operations in any given period. The following table presents the changes in fair value of level 3 valued instruments for the six months ended June 30, 2023 (in thousands): Schedule of Changes in Fair Value of Level 3 Valued Instruments Contingently Term SAFEs Series B Balance at January 1, 2023 $ 1,152 $ — $ 29,190 $ — Proceeds from issuance — — 2,760 5,150 Issuance of SAFE in lieu of cash for advisory services — — 166 — Loss at inception — — — 2,412 Change in fair value 477 — 2,401 70 Extinguishment of term notes payable Allocation of proceeds to warrants at issuance Loss on extinguishment from conversion of CCNP to SAFE Balance at June 30, 2023 (Unaudited) $ 1,629 $ — $ 34,517 $ 7,632 As of January 1, 2023, because the Scenario 2 probability of the contingently convertible notes payable was at 100%, as defined above, the corresponding contingently issuable warrants, accordingly, had no fair value as of that date since under that scenario those warrants would not be issuable. The following table presents the changes in fair value of level 3 valued instruments for the six months ended June 30, 2022 (in thousands): In 000’s Contingently Term SAFEs Balance at January 1, 2022 $ 1,572 $ 505 $ 15,811 Proceeds from issuance — — 4,550 Issuance of SAFE in lieu of cash for advisory services — — 75 Extinguishment of term notes payable — (516 ) — Change in fair value 14 11 797 Balance at June 30, 2022 (Unaudited) $ 1,586 $ — $ 21,233 | 4. Fair Value Measurements The following table presents Calidi’s assets and liabilities that are measured at fair value on a recurring basis, inclusive of related party components, as of December 31, 2022 and 2021 (in thousands): Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Restricted cash held in a money market account $ 218 $ — $ — $ 218 Liabilities: Contingently convertible notes payable, including accrued interest (1) $ — $ — $ 1,152 $ 1,152 SAFEs 29,190 29,190 Total liabilities, at fair value $ — $ — $ 30,342 $ 30,342 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Restricted cash held in a money market account $ 100 $ — $ — $ 100 Liabilities: Contingently convertible notes payable, including accrued interest (1) $ — $ — $ 1,572 $ 1,572 Term notes payable, including accrued interest (1) — — 505 505 SAFEs — — 15,811 15,811 Total liabilities, at fair value $ — $ — $ 17,888 $ 17,888 (1) Elected the fair value option of accounting as discussed in Note 2. Calidi’s financial instruments consist of cash, prepaid expenses and other current assets, deferred financing fees, accounts payable, accrued expenses, and other current liabilities. The carrying value of these financial instruments are generally considered to approximate their fair values because of the short-term nature of those instruments. Calidi entered into a legal settlement liability of $ 1.1 10.0 Calidi issued various debt financial instruments that include a loan payable, term notes payable, convertible notes payable, contingently convertible notes payable, and SAFEs (see Notes 8 and 9). For debt instruments that are not recorded at fair value amounting to $ 4.3 2.9 Contingently Convertible Notes Payable (CCNP) The estimated fair value of the CCNPs is determined based on the aggregated, probability-weighted average of the outcomes of two possible scenarios, (i) the next qualified financing event, as defined, occurring prior to maturity and the CCNPs, including accrued interest, thereby mandatorily converting to the type and form of shares of stock issued in that qualified financing, including the underlying contingent warrants being issued at that time (referred to as “Scenario 1”), or, (ii) a qualified financing not occurring and the CCNPs, including accrued interest, maturing without conversion and without any warrants being issued (referred to as “Scenario 2”). The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the CCNP is outstanding, in each case, under Scenario 1, based on the risk-free rate consistent with risk-neutral similar derivative equity instruments and, under Scenario 2, based on a risk-adjusted discount rate estimated based on the implied interest rate using the changes in observed interest rates of similar corporate rate debt that Calidi believes is appropriate for those probability-adjusted cash flows under Scenario 2. The value of the contingent warrants, applicable only to Scenario 1, are measured at fair value using the Black-Scholes option pricing model used to value preferred stock warrants using an underlying asset value and the discounted exercise price of the warrants, as defined, and the indicated volatility of convertible preferred stock. Term Notes Payable The estimated fair value of the term notes payable is computed similarly based on its contractual cash flows and discounted back to each reporting period the instrument is outstanding using risk-adjusted discount rates similar to Scenario 2 in CCNP discussed above. The warrants to purchase common stock, which are freestanding equity classified instruments, issued with the term notes payable, were measured using the Black-Scholes option pricing model and the value allocated among the two freestanding instruments based on the residual method of allocation (see Notes 7 and 8). Simple Agreements for Future Equity Calidi entered into certain Simple Agreements for Future Equity instruments (“SAFE”) (see Note 9). The SAFE instruments are recorded as liabilities and are stated at fair value based on Level 3 inputs. The estimated fair value of the SAFE instruments are determined based on the aggregated, probability-weighted average of the outcomes of certain possible scenarios, including (i) a next qualified financing event, as defined, thereby mandatorily converting the SAFE to the type and form of shares of stock issued in that qualified financing at a specified discount to the price issued (referred to as “SAFE Scenario 1”), (ii) a SPAC event, as defined, thereby mandatorily converting the SAFE to common stock at a specified discount to the price issued (referred to as “SAFE Scenario 2”), or (iii) a liquidity event defined as a change of control or initial public offering, in which case the investors will automatically be entitled to a portion of proceeds received under such event at a specified discount to the price issued (referred to as “SAFE Scenario 3”). The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the SAFE instruments are outstanding, in each case, based on a risk-adjusted discount rate estimated based on the implied interest rate using the changes in observed interest rates of corporate rate debt that Calidi believes is appropriate for those probability-adjusted cash flow. The following table summarizes the significant unobservable inputs used in the fair value measurement of level 3 instruments as of December 31, 2022 and 2021: Schedule of Significant Unobservable Inputs Used in the Fair Value Measurement December 31, 2022 Instrument Valuation Technique Unobservable Input Input Range Contingently convertible notes payable, including accrued interest Scenario-based, probability-weighted average analysis Timing of the scenarios Probability — Scenario 1 Risk-free rate — Scenario 1 Probability — Scenario 2 Risk-adjusted discount rate — Scenario 2 0.5 0.0 13.4 100.0 13.4 Contingently issuable warrants on contingently convertible notes payable — Scenario 1 Black-Scholes option pricing model Expected term Expected volatility on preferred stock Expected dividend yield Risk-free interest rate 2.0 40.0 0.0 3.2 SAFEs Scenario-based, probability-weighted average analysis Timing of the scenarios Probability — SAFE Scenario 1 Probability — SAFE Scenario 2 Probability — SAFE Scenario 3 Risk-adjusted discount rate — SAFE Scenarios 1 through 3 0.4 3 20.0 70.0 10.0 13.4 13.4 13.1 December 31, 2021 Instrument Valuation Technique Unobservable Input Input Range Contingently convertible notes payable, including accrued interest Scenario-based, probability- weighted average analysis Timing of the scenarios Probability — Scenario 1 Risk-free rate —Scenario 1 Probability — Scenario 2 Risk-adjusted discount rate — SAFE Scenario 2 0.7 80.0 0.3 20.0 11.0 Contingently issuable warrants on contingently convertible notes payable —Scenario 1 Black-Scholes option pricing model Expected term Expected volatility on preferred stock Expected dividend yield Risk-free interest rate 2.0 40.0 0.0 0.3 Term notes payable, including accrued interest Discounted future cash flows Time to maturity Risk-adjusted discount rate 0.2 10.7 SAFEs Scenario-based, probability- weighted average analysis Timing of the scenarios Probability — SAFE Scenario 1 Probability — SAFE Scenario 2 Probability — SAFE Scenario 3 Risk-adjusted discount rate —SAFE Scenarios 1 through 3 0.3 1.8 10.0 80.0 10.0 11.0 Where possible, Calidi verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, discount rates, yield curves, credit spreads, measures of volatility and correlations of such inputs. Fair value measurements associated with the CCNPs, term notes payable, and SAFEs were determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. Increases or decreases in the fair value of the CCNPs, term notes payable, and the SAFEs can result from updates to assumptions such as the expected timing or probability of a qualified financing event, or changes in discount rates, among other assumptions. Based on management’s assessments of the valuations of the FVO debt instruments and SAFEs performed by Calidi’s valuations specialists, none of the changes in the fair value of those instruments were due to changes in Calidi’s own credit risk for the reporting periods presented. Judgment is used in determining these assumptions as of the initial valuation date and at each subsequent reporting period. Changes or updates to assumptions could have a material impact on the reported fair value, and the change in fair value, of FVO debt instruments and SAFEs and the results of operations in any given period. The following table presents the changes in fair value of level 3 valued instruments for the year ended December 31, 2022 (in thousands): Schedule of Changes in Fair Value of Level 3 Valued Instruments Contingently Term SAFEs, at Balance at January 1, 2022 $ 1,572 $ 505 $ 15,811 Proceeds from issuance — — 10,650 Issuance of SAFE in lieu of cash for advisory services — — 195 Extinguishment of term notes payable — (516 ) — Change in fair value, including accrued interest (420 ) 11 2,534 Balance at December 31, 2022 $ 1,152 $ — $ 29,190 The following table presents the changes in fair value of level 3 valued instruments for the year ended December 31, 2021 (in thousands): Contingently Term SAFEs, at Balance at January 1, 2021 $ 9,027 $ 497 $ — Change in fair value, beginning balance $ 9,027 $ 497 $ — Proceeds from issuance — 500 7,925 Conversion of CCNP to SAFE (5,523 ) — 5,523 Loss on extinguishment from conversion of CCNP to SAFE — — 738 Extinguishment of term notes payable — (515 ) — Allocation of proceeds to warrants at issuance (1) — (22 ) — Change in fair value, including accrued interest (1,932 ) 45 1,625 Balance at December 31, 2021 $ 1,572 $ 505 $ 15,811 Change in fair value, ending balance $ 1,572 $ 505 $ 15,811 (1) Amount represents the issuance date residual value allocated to the freestanding equity classified warrant in accordance with ASC 815 that is not remeasured subsequent to the issuance date. |
First Light Acquisition Group Inc [Member] | ||
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS Fair Value Measurements At June 30, 2023 and December 31, 2022, the Company’s warrant liability was valued at $ 1,937,000 745,000 The following table presents fair value information as of June 30, 2023, and December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The Company transferred the fair value of Private Placement Warrants from a Level 3 measurement to a Level 2 measurement in 2022 as the valuation inputs are largely driven by the fair value of the Public Warrants for which quoted prices are observable in active markets. The following table presents information about the Company’s Level 3 measurements for the three and six months ended June 30, 2023 and 2022: Summary of Change in the Fair Value of Derivative Warrant Liabilities Forward Private Contingent Total Level 3 Level 3 financial instruments as of December 31, 2022 $ 326,234 $ — $ 32,865 $ 359,099 Change in fair value 554,443 — 101,404 655,847 Level 3 financial instruments as of March 31, 2023 880,677 — 134,269 1,014,946 Change in fair value 1,764,927 — 139,179 1,904,106 Transfer to Level 2 Level 3 financial instruments as of June 30, 2023 $ 2,645,604 $ — $ 273,448 $ 2,919,052 Forward Private Contingent Total Level 3 Level 3 financial instruments as of December 31, 2021 $ 521,184 $ 1,718,000 $ — $ 2,239,184 Change in fair value 122,020 (482,000 ) — (359,980 ) Level 3 financial instruments as of March 31, 2022 643,204 1,236,000 — 1,879,204 Level 3 financial instruments, Beginning balance 643,204 1,236,000 — 1,879,204 Change in fair value (332,983 ) (926,000 ) — (1,258,983 ) Transfer to Level 2 — (310,000 ) — (310,000 ) Level 3 financial instruments as of June 30, 2022 $ 310,221 $ — $ — $ 310,221 Level 3 financial instruments, Ending balance $ 310,221 $ — $ — $ 310,221 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs. (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Summary of Assets and Liabilities That are Measured at Fair Value On a Recurring Basis June 30, 2023 Level 1 Level 2 Level 3 Assets Marketable securities held 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 December 31, 2022 Level 1 Level 2 Level 3 Assets Cash and marketable securities held in trust account $ 42,453,107 $ — $ — Liabilities Public Warrants $ 575,000 $ — $ — Private Placement Warrants $ — $ 170,000 $ — Forward Purchase Units $ — $ — $ 326,234 Contingent Interest Liabilities $ — $ — $ 32,865 The following table presents the changes in the fair value of financial instruments for the three and six months ended June 30, 2023 and 2022: Schedule of Changes in Fair Value of Financial Instruments Public Private Forward Contingent Derivative liabilities as of December 31, 2022 $ 575,000 $ 170,000 $ 326,234 $ 32,865 Change in fair value (57,500 ) (31,000 ) 554,443 101,404 Derivative liabilities as of March 31, 2023 517,500 139,000 880,677 134,269 Change in fair value 977,500 303,000 1,764,927 139,179 Derivative liabilities as of June 30, 2023 $ 1,495,000 $ 442,000 $ 2,645,604 $ 273,448 Public Private Forward Contingent Derivative liabilities as of December 31, 2021 $ 5,751,150 $ 1,718,000 $ 521,184 $ — Change in fair value (1,612,300 ) (482,000 ) 122,020 — Derivative liabilities as of March 31, 2022 4,138,850 1,236,000 643,204 — Derivative liabilities, Beginning balance 4,138,850 1,236,000 643,204 — Change in fair value (3,103,850 ) (926,000 ) (332,983 ) — Derivative liabilities as of June 30, 2022 $ 1,035,000 $ 310,000 $ 310,221 $ — Derivative liabilities, Ending balance $ 1,035,000 $ 310,000 $ 310,221 $ — Measurement The Company established the initial fair value for the warrants on September 14, 2021, the date of the consummation of the Company’s IPO. The Company used a lattice model and Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) The key inputs into the lattice model and Monte Carlo simulation model formula were as follows at June 30, 2023 and December 31, 2022: Summary of Fair Value Measurements Inputs Private Placement Warrants June 30, 2023 December 31, 2022 Ordinary share price $ 10.49 $ 10.17 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 4.07 % 3.94 % Volatility 0.00 % 0.00 % Term 5.17 5.50 Warrant to buy one share $ 0.13 $ 0.05 Dividend yield 0.00 % 0.00 % The forward purchase agreement is a plain vanilla forward contract with delivery of the Units and payment contingent on the consummation of an acquisition. The value per forward purchase unit is equal to the probability of an acquisition occurring, multiplied by the value of the unit at the initial public offering date, multiplied by (1 – exp(-rt)) where r is the risk-free rate of interest and t is the time to acquisition. The key inputs into the formula were as follows at June 30, 2023 and December 31, 2022: Forward Purchase Liability June 30, 2023 December 31, 2022 Input Probability of an acquisition occurring 80.00 % 10.00 % Unit price $ 10.49 $ 10.17 Risk-free rate of interest 5.35 % 4.70 % Time to expiration 0.17 0.05 The Company established the fair value of the contingent interest liability on December 31, 2022. The Company utilized a “With and Without” embedded derivative valuation model to calculate the standalone value of the embedded derivative. Key inputs into the model as of June 30, 2023 and December 31, 2022 are as follows: Contingent Interest Liability June 30, 2023 December 31, 2022 Input Input June 30, 2023 December 31, 2022 Inception date December 1 through December 14, 2022 December 1 through December 14, 2022 Aggregate principal amount $ 350,000 $ 350,000 Contractual interest 100.0 100.0 % Maturity date Date of successful business combination Date of successful business combination Estimated business combination date September 1, 2023 June 30, 2023 Estimated probability of a business combination 80.0 % 10.0 % Estimated market yield 14.5 % 13.0 % | NOTE 9 – FAIR VALUE MEASUREMENTS Fair Value Measurements At December 31, 2022 and 2021, the Company’s warrant liability was valued at $ 745,000 7,469,150 The following table presents fair value information as of December 31, 2022 and 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The private warrant liability and forward purchase unit liability were classified within Level 3 of the fair value hierarchy as of December 31, 2021. The Company transferred Public Warrants from a Level 3 measurement to a Level 1 measurement in 2021 as a result of the Public Warrants detaching from the Units and becoming separately tradable. The Company transferred Private Placement Warrants from a Level 3 measurement to a Level 2 measurement in 2022 as the valuation inputs are largely driven by the fair value of the Public Warrants for which quoted prices are observable in active markets. Summary of Change in the Fair Value of Derivative Warrant Liabilities Forward Publics Private Contingent Total Level # Level 3 financial instruments at March 24, 2021 (inception) $ — $ — $ — $ — $ — Initial fair value at issuance 31,000 10,109,000 3,014,000 — 13,154,000 Change in fair value 490,184 (4,357,850 ) (1,296,000 ) — (5,163,666 ) Transfer of public warrants to Level 1 measurements — (5,751,150 ) — — (5,751,150 ) Level 3 financial instruments at December 31, 2021 521,184 — 1,718,000 — 2,239,184 Financial instruments beginning balance 521,184 — 1,718,000 — 2,239,184 Change in fair value (194,950 ) — (1,408,000 ) — (1,602,950 ) Transfer of private placement warrants to Level 2 — — (310,000 ) — (310,000 ) Initial fair value of contingent interest liability — — — 32,865 32,865 Level 3 financial instruments at December 31, 2022 $ 326,234 — $ — $ 32,865 $ 359,099 Financial instruments ending balance $ 326,234 — $ — $ 32,865 $ 359,099 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022 and 2021: Summary of Assets and Liabilities That are Measured at Fair Value On a Recurring Basis December 31, 2022 (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in trust account $ 42,453,107 $ — $ — Liabilities: Public Warrants $ 575,000 $ — $ — Private Placement Warrants $ — $ 170,000 $ — Forward Purchase Units $ — $ — $ 326,234 Contingent Interest Liabilities $ — $ — $ 32,865 December 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in trust account $ 230,004,784 $ — $ — Liabilities: Public Warrants $ 5,751,150 $ — $ — Private Placement Warrants $ — $ — $ 1,718,000 Forward Purchase Units $ — $ — $ 521,184 The following table presents the changes in the fair value of financial instruments for the twelve months ended December 31, 2022: Schedule of Changes in Fair Value of Financial Instruments Public Private Forward Contingent Financial instrument liabilities at March 24, 2021 (inception) $ — $ — $ — $ — Initial fair value at issuance date September 14, 2021 10,109,000 3,014,000 31,000 — Change in fair value (4,357,850 ) (1,296,000 ) 490,184 — Financial instrument liabilities at December 31, 2021 5,751,150 1,718,000 521,184 — Financial instrument beginning balance 5,751,150 1,718,000 521,184 — Change in fair value (5,176,150 ) (1,548,000 ) (194,950 ) — Initial fair value of contingent interest liability — — — 32,865 Financial instrument Liabilities at December 31, 2022 $ 575,000 170,000 $ 326,234 $ 32,865 Financial instrument ending balance $ 575,000 170,000 $ 326,234 $ 32,865 Measurement The Company established the initial fair value for the warrants on September 14, 2021, the date of the consummation of the Company’s IPO. The Company used a lattice model and Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one one-half of one Public Warrant The key inputs into the lattice model and Monte Carlo simulation model formula were as follows at December 21, 2022 and December 31, 2021: Summary of Fair Value Measurements Inputs Private Placement Warrants December 31, December 31, Input Ordinary share price $ 10.17 $ 9.81 Exercise price $ 11.50 $ 11.50 FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS Private Placement Warrants December 31, December 31, Risk-free rate of interest 3.94 % 1.32 % Volatility 0.00 % 9.88 % Term 5.50 5.69 Warrant to buy one share $ 0.05 $ 0.51 Dividend yield 0.00 % 0.00 % The forward purchase agreement is a plain vanilla forward contract with delivery of the Units and payment contingent on the consummation of an acquisition. The value per forward purchase unit is equal to the probability of an acquisition occurring, multiplied by the value of the unit at the initial public offering date, multiplied by (1 – exp(- rt)) where r t The key inputs into the formula were as follows at December 31, 2022 and 2021: Forward Purchase Liability December 31, December 31, Input Probability of an acquisition occurring 10.00 % 85.00 % Unit price $ 10.17 10.10 Risk-free rate of interest 4.70 % 0.27 % Time to the acquisition 0.05 0.69 The Company established the fair value of the contingent interest liability on December 31, 2022. The Company utilized a “With and Without” embedded derivative valuation model to calculate the standalone value of the embedded derivative. Key inputs into the model are as follows: Contingent Interest Liability December 31, 2022 Input Valuation date December 31, 2022 Inception date December 1 through December 14, 2022 Aggregate principal amount $ 350,000 Contractual interest 100.0 % Maturity date Date of successful business combination Estimated business combination date June 30, 2023 Estimated probability of a business combination 10.0 % Estimated market yield 13.0 % |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Income Taxes | 12. Income Taxes The provision for income taxes for interim periods is determined using an estimated annual effective tax rate in accordance with ASC 740-270, Income Taxes, Interim Reporting For the six months ended June 30, 2023 and 2022, Calidi did no | 13. Income Taxes Since inception, Calidi has incurred net operating losses primarily for U.S. federal and state income tax purposes and has not reflected any benefit of such net operating loss carryforwards for any periods presented herein. For the years ended December 31, 2022 and 2021, no U.S. provision or benefit for income taxes was recorded and an insignificant amount of German provision for income taxes was recorded as presented on the consolidated statements of operations. Income taxes during the years ended December 31, 2022 and 2021 differed from the amounts computed by applying the applicable U.S. federal income tax rates indicated to pretax loss from operations as a result of the following: Schedule of Effective Income Tax Rate Reconciliation 2022 2021 Computed tax benefit at federal statutory rate 21 % 21 % Permanent differences — % — % State tax benefit 6 % 7 % Stock based compensation (1 )% (1 )% Foreign tax rate differential — % — % Change in valuation allowance (24 )% (25 )% Research and development credit — % (1 )% Change in fair value of debt (2 )% (1 )% Income tax provision — % — % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The primary components of the deferred tax assets and liabilities at December 31, 2022 and 2021 were as follows (in thousands): Schedule of Deferred Tax Assets and Liabilities 2022 2021 Deferred tax assets/(liabilities): Net operating loss carryforwards $ 10,102 $ 7,301 Research and development credit carryforwards 404 254 Stock-based and other compensation 1,616 802 Lease liability 12 42 Capitalized research and development expenditures 1,306 — Transaction and financing costs 537 — Depreciation and amortization 207 — Accrued liabilities and other reserves 1,376 1,057 Total deferred tax assets 15,560 9,456 Right-of-use and other assets (10 ) (57 ) Total deferred tax liabilities (10 ) (57 ) Valuation allowance (15,550 ) (9,399 ) Net deferred tax asset $ — $ — As of December 31, 2022, Calidi had net operating loss carryforwards of approximately $ 37.0 42.1 29.0 As of December 31, 2022, Calidi has research and development credit carryforwards for federal purposes of $ 0.4 0.5 between 2040 and 2042 Utilization of the net operating loss carryforwards and credits may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. Calidi does not believe such an ownership change occurred for the periods presented. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. Calidi established a full valuation allowance for all periods presented due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. The change in the valuation allowance was $ 6.1 2.8 Calidi has uncertain tax benefits (“UTBs”) totaling approximately $ 1.2 1.1 A reconciliation of the beginning and ending unrecognized tax benefit amount is as follows (in thousands): Schedule of Unrecognized Tax Benefit December 31, 2022 2021 Balance at the beginning of the year $ 1,077 $ 965 Additions based on tax positions related to current year 162 106 Adjustments based on tax positions related to prior years — 6 Balance at end of year $ 1,239 $ 1,077 Calidi files U.S. federal income tax return as well as California and foreign income tax returns. For jurisdictions in which tax filings have been filed, all tax years remain open for examination by the federal and California state authorities for three and four years, respectively, from the date of utilization of any net operating losses or credits. For StemVac tax returns, German statutes are open for four years from the filing date. Calidi is not currently under audit by any taxing jurisdiction. |
First Light Acquisition Group Inc [Member] | ||
Income Taxes | NOTE 10. INCOME TAX Income Taxes The Company recorded a tax provision of $ 77,949 143,424 2.30 1.91 The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of capitalized startup costs. The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and have concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As such, the Company recorded a full valuation allowance against net deferred tax assets as of June 30, 2023 and December 31, 2022. | NOTE 10 — INCOME TAX Income Taxes The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows: Schedule of Deferred Tax Assets and Liabilities December 31, December 31, Capitalized start-up costs $ 1,588,741 $ 413,817 Unrealized gains on marketable securities (1,385 ) (802 ) Charitable contributions — 5,019 Net operating loss carryforward — 39,344 Total deferred tax assets 1,587,356 457,378 Valuation allowance (1,587,356 ) (457,378 ) Deferred tax assets $ — $ — The income tax provision for the twelve months ended December 31, 2022 and for the period from March 24, 2021 (inception) through December 31, 2021 consists of the following: Schedule of Components of Income Tax Expense December 31, December 31, Current expense (benefit) Federal $ 266,104 $ — State 80,883 — Deferred expense (benefit) Federal (921,893 ) (373,152 ) State (208,085 ) (84,226 ) Change in Valuation Allowance 1,129,978 457,378 Income tax provision $ 346,987 $ — FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS As of December 31, 2022 and 2021, the Company has $ 0 152,852 0 152,852 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the twelve months ended December 31, 2022, the change in the valuation allowance was $ 1,129,978 457,378 A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: Schedule of Effective Income Tax Rate Reconciliation December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit (3.72 )% (2.49 )% Change in fair value of warrant liabilities (36.42 )% (35.05 )% Change in valuation allowance 29.14 % 13.50 % Change in fair value of forward purchase units (1.06 )% 3.04 % Income tax provision 8.95 % 0.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2021 remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events | 14. Subsequent Events Calidi has completed an evaluation of all subsequent events after the unaudited condensed consolidated balance sheet date of June 30, 2023 and through October 5, 2023, the date the unaudited condensed consolidated financial statements were available to be issued. Other than the events disclosed below, and within the other notes to the unaudited condensed consolidated financial statements, Calidi has determined that there are no other material events to disclose. The FLAG Merger and related transactions On September 12, 2023, FLAG consummated a series of transactions that resulted in the merger of FLAG Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of FLAG (“Merger Sub”) and Calidi Biotherapeutics, Inc., a Nevada corporation pursuant to the Agreement and Plan of Merger, as amended, dated as of January 9, 2023. Pursuant to the terms of the Merger Agreement, the business combination was effected through the merger of Merger Sub with and into Calidi, with Calidi surviving such merger as a wholly-owned subsidiary of FLAG. Following the consummation of the business combination, FLAG was renamed “Calidi Biotherapeutics, Inc.” As a result of the business combination, all outstanding stock of Calidi were cancelled in exchange for the right to receive newly issued shares of common stock of “New Calidi”, par value $ 0.0001 At the Closing, Calidi Security Holders own approximately 76 The total consideration received by Calidi Security Holders at the Closing of the transactions by the Merger Agreement is the newly issued shares of Common Stock and securities convertible or exchangeable for newly issued shares of Common Stock with an aggregate value equal $ 250,000,000 23,756,000 27,375,600 As an additional consideration, each Calidi stockholder is entitled to earn, on a pro rata basis, up to 18,000,000 Escalation Shares. During the Escalation Period, Calidi Stockholders may be entitled to receive up to 18,000,000 Escalation Shares with incremental releases of 4,500,000 shares upon the achievement of each share price hurdle if the trading price of New Calidi Common Stock is $12.00, $14.00, $16.00 and $18.00, respectively, for a period of any 20 days within any 30-consecutive-day trading period. Series B Convertible Preferred Stock – Remaining Tranches In connection with the Closing as described in Note 9, JIG purchased the remaining 300,001 7.4 500,000 12.1 In connection with JIG Tranche 2 and the Calidi Cure funding, the investors received 133,981 125,000 Forward Purchase Agreement On August 28, 2023, and August 29, 2023, FLAG and Calidi entered into a forward purchase agreements (each a “Forward Purchase Agreement”, and together, the “Forward Purchase Agreement”) with each of Meteora Strategic Capital, LLC (“MSC”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”), Great Point Capital LLC (“Great Point”), Funicular Funds, LP (“Funicular Funds”) and Marybeth Wootton (“Wootton”) (with each of MSC, MCP, MSTO, Great Point, Funicular, and Wootton, individually a “Seller”, and together, the “Sellers”) for an OTC Equity Prepaid Forward Transaction. For purposes of the Forward Purchase Agreement, FLAG is referred to as the “Counterparty” prior to the consummation of the business combination), while Calidi is referred to as the “Counterparty” after the consummation of the business combination. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement. Pursuant to the terms of the Forward Purchase Agreements, each Sellers intends to purchase up to a number of shares of Class A Common Stock, par value $ 0.0001 1,000,000 The Forward Purchase Agreements provide that Sellers will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to the product of (i) the Number of Shares as set forth in each Pricing Date Notice and (ii) the redemption price per share as defined in Section 9.2(a) of FLAG’s Amended and Restated Certificate of Incorporation, as amended (the “Initial Price”) less (iii) an amount in USD equal to 0.50% of the product of (i) the Recycled Shares multiplied by (ii) the Initial Price paid by Seller to Counterparty on the Prepayment Date (which amount shall be netted from the Prepayment Amount) (the “Prepayment Shortfall”). The Counterparty will pay to Seller the Prepayment Amount required under the respective Forward Purchase Agreement directly from the Counterparty’s Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in the Counterparty’s initial public offering and the sale of private placement warrants (the “Trust Account”) no later than the earlier of (a) one business day after the Closing Date and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination, except that to the extent the Prepayment Amount payable to a Seller is to be paid from the purchase of Additional Shares by such Seller pursuant to the terms of its FPA Funding Amount PIPE Subscription Agreement, such amount will be netted against such proceeds, with such Seller being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. Following the Closing, the reset price (the “Reset Price”) will initially be $10.00; provided, however, that the Reset Price may be reduced immediately to any lower price at which the Counterparty sells, issues or grants any FLAG Class A Common Stock or securities convertible or exchangeable into FLAG Class A Common Stock (excluding any secondary transfers) (a “Dilutive Offering”), then the Reset Price shall be modified to equal such reduced price as of such date. From time to time and on any date following the Trade Date (any such date, an “OET Date”), Seller may, in its discretion, terminate its Forward Purchase Agreement in whole or in part by providing written notice to the Counterparty (the “OET Notice”), by the later of (a) the fifth Local Business Day following the OET Date and (b) no later than the next Payment Date following the OET Date (which shall specify the quantity by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”)); provided that “Terminated Shares” includes only such quantity of Shares by which the Number of Shares is to be reduced and included in an OET Notice and does not include any other Share sales, Shortfall Sale Shares or sales of Shares that are designated as Shortfall Sales (which designation can be made only up to the amount of Shortfall Sale Proceeds), any Share Consideration sales or any other Shares, whether or not sold, which shares will not be included in any OET Notice when calculating the number of Terminated Shares. The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, the Counterparty shall be entitled to an amount from the Seller, and the Seller shall pay to the Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date, except that no such amount will be due to Counterparty upon any Shortfall Sale. The payment date may be changed within a quarter at the mutual agreement of the parties. From time to time and on any date following the Trade Date (any such date, a “Shortfall Sale Date”) Seller may, in its absolute discretion, at any sales price, sell Shortfall Sale Shares, and in connection with such sales, Seller shall provide written notice to Counterparty (the “Shortfall Sale Notice”) no later than the later of (a) the fifth Local Business Day following the Shortfall Sales Date and (b) the first Payment Date after the Shortfall Sales Date, specifying the quantity of the Shortfall Sale Shares and the allocation of the Shortfall Sale Proceeds. Seller shall not have any Early Termination Obligation in connection with any Shortfall Sales. The Counterparty covenants and agrees for a period of at least sixty (60) Local Business Days (commencing on the Prepayment Date or if an earlier Registration Request is submitted by Seller on the Registration Statement Effective Date) not to issue, sell or offer or agree to sell any Shares, or securities or debt that is convertible, exercisable or exchangeable into Shares, including under any existing or future equity line of credit, until the Shortfall Sales equal the Prepayment Shortfall. Unless and until the proceeds from Shortfall Sales equal 100% of the Prepayment Shortfall, in the event that the product of (x) the difference between (i) the number of Shares as specified in the Pricing Date Notice(s), less (ii) any Shortfall Sale Shares as of such measurement time, multiplied by (y) the VWAP Price, is less than (z) the difference between (i) the Prepayment Shortfall, less (ii) the proceeds from Shortfall Sales as of such measurement time (the “Shortfall Variance”), then the Counterparty, as liquidated damages in respect of such Shortfall Variance, at its option shall within five (5) Local Business Days either: (A) Pay in cash an amount equal to the Shortfall Variance; or (B) Issue and deliver to Seller such number of additional Shares that are equal to (1) the Shortfall Variance, divided by (2) 90% of the VWAP Price (the “Shortfall Variance Shares”). The valuation date will be the earliest to occur of (a) 36 months after of the Closing Date, (b) the date specified by a Seller in a written notice to be delivered to the Counterparty at a Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of any of (v) a Shortfall Variance Registration Failure, (w) a VWAP Trigger Event (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, upon any Additional Termination Event and (c) the date specified by Seller in a written notice to be delivered to Counterparty at Seller’s sole discretion (which Valuation Date shall not be earlier than the day such notice is effective) (the “Valuation Date”). On the Cash Settlement Payment Date, which is the tenth business day following the last day of the valuation period commencing on the Valuation Date, a Seller shall pay the Counterparty a cash amount equal to either: (1) in the event that the Valuation Date is determined by clause (c) of the Valuation Date definition, a cash amount equal to (A) the Number of Shares as of the Valuation Date, multiplied by (2) the closing price of the Shares on the Exchange Business Day immediately preceding the Valuation Date, or (2) (A) the Number of Shares as of the Valuation Date less the number of Unregistered Shares, multiplied by (B) the volume-weighted daily VWAP Price over the Valuation Period less (3) if the Settlement Amount Adjustment is less than the cash amount to be paid, the Settlement Amount Adjustment. The Settlement Amount Adjustment is equal to (1) the Maximum Number of Shares as of the Valuation Date multiplied by (2) $2.00 per share, and the Settlement Amount Adjustment will be automatically netted from the Settlement Amount. If the Settlement Amount Adjustment exceeds the Settlement Amount, the Counterparty will pay the Seller in FLAG Class A Common Stock or, at the Counterparty’s election, in cash. Seller has agreed to waive any redemption rights under FLAG’s Amended and Restated Certificate of Incorporation, as amended, with respect to any FLAG Class A Common Stock purchased through the FPA Funding Amount PIPE Subscription Agreement and any Recycled Shares in connection with the Business Combination, that would require redemption by FLAG of the Class A Common Stock. Such waiver may reduce the number of FLAG Class A Common Stock redeemed in connection with the Business Combination. The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination under the Securities Exchange Act of 1934, as amended. During the 36-month term of the Forward Purchase Agreement, if the Sellers liquidate the 1,000,000 10.00 10.0 10.00 2.00 2.00 Forward Purchase Agreement Derivative Asset The Forward Purchase Agreement discussed above is expected to be accounted for as a derivative asset under ASC 815 – Derivatives and Hedging The estimated fair value of the Forward Purchase Agreement at the closing of the Business Combination was estimated to be a $ 5.4 There can be no assurance that any proceeds from the Sellers will be made to Calidi under the Forward Purchase Agreement. New Money PIPE Subscription Agreement On August 30, 2023, FLAG entered into a subscription agreement (the “New Money PIPE Subscription Agreement” and together with the FPA Funding Amount PIPE Subscription Agreements, the “PIPE Subscription Agreements”) with Wootton (the “New Money PIPE Investor”). Pursuant to the New Money PIPE Subscription Agreement, the New Money PIPE Subscriber subscribed and purchased an aggregate of 132,817 240,000 The New Money Pipe Investor had also participated in the Calidi Cure Series B Financing discussed above, which was completed at the Closing with aggregate proceeds of $ 360,000 Non-Redemption Agreement On August 28, 2023 and August 30, 2023, FLAG entered into non-redemption agreements (the “Non-Redemption Agreements”) with Sellers, pursuant to which Sellers agreed to reverse the redemption of 335,238 At the Closing, Calidi received net cash proceeds from the Trust of approximately $ 1,760,000 200,000 All of the Sellers in the Non-Redemption Agreements had also participated in the Calidi Cure Series B Financing discussed above, which was completed at the Closing with aggregate proceeds of $ 2,640,000 Non-Redeeming Shareholders and Trust fund proceeds Upon the consummation of the Business Combination, 2,687,351 28.2 15.0 12.5 1.8 0.7 Equity Line of Credit FLAG and Calidi intend to execute a Common Stock Purchase Agreement (also referred to as the equity line of credit or “ELOC”) shortly after the Closing with a Common Stock Investor, to which all terms have been agreed to, pursuant to which Calidi has the right to sell to the Common Stock Investor up to $ 50,000,000 1,375,000 50 Partial settlement, repayment, or deferral of certain term notes payable of Calidi On September 12, 2023, in connection with the Closing of the FLAG Merger, Calidi entered into certain amendments with respect to the 2020 Term Notes Payable, the 2021 Term Note, the 2022 Term Notes Payable and the 2023 Term Notes Payable, which included certain related parties (see Notes 6 and 8), as discussed below. The 2020 Term Note in principal amount of $ 450,000 50,000 The 2021 Term Note in principal amount of $ 500,000 24 Holders of the 2022 Term Notes and the 2023 Term Notes, which also included certain related parties, with an aggregate of $ 4.8 2.0 5.25 1.55 0.6 0.6 24 500,000 11.50 1.50 Settlement, deferral or payment of deferred compensation of certain executives and a director On August 31, 2023, Mr. Camaisa and Mr. Leftwich entered into certain amendments with respect to their deferred compensation arrangements in connection with the FLAG Merger. Mr. Camaisa agreed to settle approximately $ 0.7 469,719 0.5 24 1.8 | 15. Subsequent Events Calidi has completed an evaluation of all subsequent events through April 13, 2023, the date the consolidated financial statements were available to be issued. Other than the events disclosed below, and within the other notes to the consolidated financial statements, Calidi has determined that there are no other material events to disclose. Agreement and Plan of Merger with First Light Acquisition Group, Inc. On January 9, 2023, First Light Acquisition Group, Inc., a Delaware corporation (“FLAG”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among FLAG, FLAG Merger Sub, Inc., a Nevada corporation and a direct, wholly owned subsidiary of FLAG (“Merger Sub”), Calidi, First Light Acquisition Group, LLC, in the capacity as the representative of the stockholders of FLAG (the “Sponsor”) and Allan Camaisa, in the capacity as the representative of the stockholders to Calidi. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) pursuant to which Merger Sub will merge with and into Calidi, with Calidi being the surviving corporation in the merger (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). Merger Consideration At the effective time of the Merger (the “Effective Time”), all shares of Calidi common stock outstanding immediately prior to the Effective Time, with certain exceptions, will be converted into (i) the right to receive shares of FLAG Class A Common Stock, par value $ 0.0001 The aggregate consideration to be paid to the securityholders of Calidi will be based on an equity value of $ 250 If, during the period between the execution of the Merger Agreement and the closing of the Transactions (the “Interim Period”), Calidi enters into a revenue-generating definitive collaboration or out-license contract involving Calidi’s technology (a “Pre-Closing Milestone Contract”), the Merger Consideration will be increased by an amount equal to the aggregate up-front cash payments received by Calidi pursuant to any such Pre-Closing Milestone Contracts. Following the closing of the Transactions (the “Closing”), as additional consideration for the Merger, FLAG will issue shares of FLAG Common Stock (“Escalation Shares”) to each holder of Calidi common stock immediately prior to the Effective Time (a “Calidi Stockholder”) in accordance with the following terms. If at any time during the five-year period following the Closing (the “Escalation Period”), the last reported sale price of the shares of FLAG Common Stock as reported on NYSE American (or the exchange on which such shares are listed) for a period for any 20 days within any 30 consecutive day trading period (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), is: ● greater than or equal to $12.00, each former Calidi Stockholder will be entitled to receive its pro rata share of 4.5 million shares of FLAG Class A Common Stock ● greater than or equal to $14.00, each former Calidi Stockholder will be entitled to receive its pro rata share of 4.5 million shares of FLAG Class A Common Stock; ● greater than or equal to $16.00, each former Calidi Stockholder will be entitled to receive its pro rata share of 4.5 million shares of FLAG Class A Common Stock; ● greater than or equal to $18.00, each former Calidi Stockholder will be entitled to receive its pro rata share of 4.5 million shares of FLAG Class A Common Stock If, during the Escalation Period, there is a change of control pursuant to which FLAG or its stockholders have the right to receive consideration implying a value per share that is equal to or in excess of the above price targets, there will be an acceleration of the Escalation Period at the applicable target price. To incentivize FLAG public stockholders to not redeem their shares, those stockholders may be entitled to their pro rata portion of up to an additional 2,000,000 The Escalation Shares and the Non-Redeeming Continuation Shares will be placed in escrow and will be outstanding from and after the Closing, subject to cancellation if the applicable price targets are not achieved for the Escalation Shares, or in the case of the Non-Redeeming Continuation Shares, canceled on a pro rata basis for those holders of the FLAG Class A common stock that redeem their shares at the Closing. While in escrow, the shares will be non-voting. The Merger Agreement and the consummation of the Transactions contemplated above requires the approval of both FLAG’s shareholders and Calidi’s stockholders, among other closing conditions specified in the FLAG Merger Agreement and the various agreements described above, there can be no assurance that the FLAG Merger or the Transactions will occur or that Calidi will receive any proceeds from this transaction. Calidi has incurred and expects to incur significant amount of transaction expenses in connection with the FLAG Merger and the transaction, and if the FLAG Merger is not consummated nor approved, Calidi will bear the risk of payment of all such transaction costs without reimbursement from FLAG or any other party. The Merger is expected to be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, FLAG will be treated as the “accounting acquiree” and Calidi as the “accounting acquirer” for financial reporting purposes. The FLAG Merger is expected to be completed during the second quarter of 2023. However, there can be no assurance as to when or if the closing of the FLAG Merger will occur or if any Contingent Consideration will be achieved. Term Loans Beginning January 1, 2023 and through the date of this report, Calidi received approximately $ 2,350,000 20 The 2023 Term Loans bear simple interest of 24% per annum, of which 14% is payable in cash at maturity and the remaining 10% of the principal amount invested is paid in shares of Calidi common stock, valued at $2.96 per share, due within 30 days of the funding of the 2023 Term Loans. Simple Agreement for Future Equity From January 1, 2023 and through the date of this report, Calidi entered into additional SAFE agreements with various investors to raise aggregate proceeds of approximately $ 1,850,000 Stock Option Repricing On January 18, 2023, the Board approved a repricing of approximately 3.5 3.86 2.96 Silicon Valley Bank On March 12, 2023, Silicon Valley Bank was closed by its state chartering authority, the California Department of Financial Protection and Innovation. On the same date the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver and transferred all customer deposits and substantially all of the assets of Silicon Valley Bank to Silicon Valley Bridge Bank, N.A., a full-service bank that is being operated by the FDIC. Calidi automatically became a customer of Silicon Valley Bridge Bank, N.A. as part of this action. As of March 12, 2023, Calidi held, in separate accounts, approximately $ 150,000 100,000 118,000 |
First Light Acquisition Group Inc [Member] | ||
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS Subsequent Events On August 4, 2023, the Company filed a proxy statement/prospectus with SEC. The special stockholder meeting of the Company to approve the Business Combination has been set for August 22, 2023. | NOTE 11 — SUBSEQUENT EVENTS Subsequent Events The Company evaluated subsequent events and transactions that occurred after the audited balance sheet date through March 31, 2022, the date that the audited financial statements were available to be issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than the below. On January 5, 2023, the Company drew $ 100,000 50 On January 6, 2023, the Company drew $ 37,500 no On January 9, 2023, the Company announced a merger agreement with Calidi Biotherapeutics, a clinical-stage biotechnology company that is pioneering the development of allogeneic cell-based delivery of oncolytic viruses. Total gross proceeds from the transaction, before payment of transaction expenses, is expected to be up to $ 82 42 40 On January 20, 2023 and January 30, 2023, the Company drew $ 35,000 50,000 50 On March 14, 2023, an automatic extension of the completion window from March 14, 2023 to June 14, 2023 occurred pursuant to our amended and restated certificate of incorporation. |
Selected Balance Sheet Componen
Selected Balance Sheet Components | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Selected Balance Sheet Components | 4. Selected Balance Sheet Components Deferred financing costs Prior to the termination of the Edoc proposed merger, the transaction between Calidi and Edoc (as described in Note 1) was treated as a reverse recapitalization and any direct and incremental costs associated with the business combination, including legal and accounting costs were capitalized as deferred financing costs. In the event the business combination is not completed, deferred financing costs are expensed on the termination date. On August 11, 2022, Calidi terminated the Edoc Merger Agreement and charged off approximately $ 1.9 On September 12, 2023, the FLAG Merger was completed as further discussed in Note 14. The FLAG Merger is expected to be treated as a reverse recapitalization and any direct and incremental costs incurred associated with that business combination, including legal and accounting costs are capitalized as deferred financing costs included in deposits and other noncurrent assets on the consolidated balance sheets. Through the FLAG Merger closing date, Calidi and FLAG entered into various Promissory Note Agreements (the “Promissory Note”) whereby Calidi advanced $ 705,000 As of June 30, 2023 and December 31, 2022, there were approximately $ 1.5 0.3 Legal settlement liability In July 2020, Calidi’s former executive and co-founding shareholder (the “Former Executive”), filed a complaint in the San Diego Superior Court (“the Complaint”) against Calidi and AJC Capital, and Calidi’s current CEO and founding shareholder, asserting breach of contract and declaratory relief and breach of contract (and later amended to include a claim for breach of fiduciary duty) and wrongfully terminated the Former Executive under an employment contract resulting in amounts allegedly owed to the Former Executive. Calidi denied those allegations and filed a cross complaint against the Former Executive for securities fraud, breach of contract, and breach of fiduciary duty. On March 18, 2021, all parties ultimately settled pursuant to the terms of a Settlement and Mutual Release Agreement (“the Settlement Agreement”), in which the parties agreed to release each other from all claims and agreed to confidentiality, non-disparagement and other covenants. According to the principal terms of the Settlement Agreement, the Former Executive agreed to immediately transfer and assign all patents filed by Calidi during the Former Executive’s employment and otherwise fully cooperate with ongoing patent and intellectual property matters and other company matters, including enter into a voting agreement with the majority shareholders. As part of the Settlement Agreement, Calidi also agreed to pay the Former Executive $ 1.1 60,000 20,000 10.0 As of June 30, 2023 and December 31, 2022, approximately $ 0.5 0.6 Accrued expenses and other current liabilities As of June 30, 2023 and December 31, 2022, accrued expenses and other current liabilities were comprised of the following (in thousands): Schedule of Accrued Expenses and Other Current Liabilities June 30, December 31, Accrued compensation (1) $ 4,890 $ 4,070 Accrued vendor and other expenses 2,005 1,277 Accrued expenses and other current liabilities $ 6,895 $ 5,347 (1) Includes deferred compensation for certain executives and deferred board and advisory fees for one director (see Note 14). See Note 13 for additional commitments. | 5. Selected Balance Sheet Components Deferred financing costs Prior to the termination of the Edoc proposed merger, the transaction between Calidi and Edoc (as described in Note 1) was treated as a reverse recapitalization and any direct and incremental costs associated with the business combination, including legal and accounting costs were capitalized as deferred financing costs. In the event the business combination is not completed, deferred financing costs are expensed on the termination date. On August 11, 2022, Calidi terminated the Edoc Merger Agreement and charged off approximately $ 1.9 The FLAG Merger discussed in Note 15 is expected to be treated as a reverse recapitalization and any direct and incremental costs incurred associated with that business combination, including legal and accounting costs will be capitalized as deferred financing costs included in deposits and other noncurrent assets on the consolidated balance sheets. On December 27, 2022, Calidi and FLAG entered into a Promissory Note Agreement (the “Promissory Note”) whereby Calidi committed to advancing up to $ 75,000 37,500 37,500 As of December 31, 2022, there were approximately $ 0.3 Legal settlement liability In July 2020, Calidi’s former executive and co-founding shareholder (the “Former Executive”), filed a complaint in the San Diego Superior Court (“the Complaint”) against Calidi and AJC Capital, and Calidi’s current CEO and founding shareholder, asserting breach of contract and declaratory relief and breach of contract (and later amended to include a claim for breach of fiduciary duty) and wrongfully terminated the Former Executive under an employment contract resulting in amounts allegedly owed to the Former Executive. Calidi denied those allegations and filed a cross complaint against the Former Executive for securities fraud, breach of contract, and breach of fiduciary duty. On March 18, 2021, all parties ultimately settled pursuant to the terms of a Settlement and Mutual Release Agreement (“the Settlement Agreement”), in which the parties agreed to release each other from all claims and agreed to confidentiality, non-disparagement and other covenants. According to the principal terms of the Settlement Agreement, the Former Executive agreed to immediately transfer and assign all patents filed by Calidi during the Former Executive’s employment and otherwise fully cooperate with ongoing patent and intellectual property matters and other company matters, including enter into a voting agreement with the majority shareholders. As part of the Settlement Agreement, Calidi also agreed to pay the Former Executive $ 1.1 60,000 20,000 10.0 Because of Calidi’s anticipation of an equity financing within the next twelve months, the entire remaining balance of the legal settlement liability of $ 0.6 0.9 Accrued expenses and other current liabilities As of December 31, 2022 and 2021, accrued expenses and other current liabilities were comprised of the following (in thousands): Schedule of Accrued Expenses and Other Current Liabilities December 31, December 31, Accrued compensation (1) $ 4,070 $ 2,446 Accrued vendor and other expenses 1,277 1,060 Accrued expenses and other current liabilities $ 5,347 $ 3,506 (1) Includes deferred compensation for certain executives and deferred board fees for one director. See Note 14 for additional commitments. |
Machinery and Equipment, net
Machinery and Equipment, net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Machinery and Equipment, net | 5. Machinery and Equipment, net Schedule of Machinery and Equipment, Net As of June 30, 2023 and December 31, 2022, machinery and equipment, net, was comprised of the following (in thousands): June 30, December 31, Machinery and equipment $ 1,969 $ 1,518 Accumulated depreciation (813 ) (631 ) Machinery and equipment, net $ 1,156 $ 887 Depreciation expense amounted to approximately $ 206,000 100,000 | 6. Machinery and Equipment, net Schedule of Machinery and Equipment, Net As of December 31, 2022 and 2021, machinery and equipment, net, was comprised of the following (in thousands): December 31, December 31, Machinery and equipment $ 1,518 $ 887 Accumulated depreciation (631 ) (390 ) Machinery and equipment, net $ 887 $ 497 Depreciation expense amounted to approximately $ 260,000 156,000 |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Debt | 7. Debt Calidi’s outstanding debt obligations as of June 30, 2023 and December 31, 2022, including related party components, are as follows (in thousands): Schedule of Outstanding Debt Obligations June 30, 2023 Unpaid Fair Value Discount Accrued Net Convertible notes payable $ 765 $ — $ — $ 77 $ 842 Contingently convertible notes payable, including accrued interest, at fair value 1,000 629 — - (a) 1,629 Term notes payable 5,750 — (262 ) 405 5,893 Loans payable 1,000 — — — 1,000 Total debt $ 8,515 $ 629 $ (262 ) $ 482 $ 9,364 Less: current portion of long-term debt (9,364 ) Long-term debt, net of current portion $ — December 31, 2022 Unpaid Fair Value Discount Accrued Net Convertible notes payable $ 765 $ — $ — $ 39 $ 804 Contingently convertible notes payable, including accrued interest, at fair value 1,000 152 — - (a) 1,152 Term notes payable 2,500 — (138 ) 107 2,469 Loans payable 1,000 — — — 1,000 Total debt $ 5,265 $ 152 $ (138 ) $ 146 $ 5,425 Less: current portion of long-term debt (5,425 ) Long-term debt, net of current portion $ — (a) Accrued interest is included in fair value measurements for contingently convertible notes payable, at fair value, for the periods presented. See further disclosures under the fair value option of accounting in Note 2, Note 3, Note 7, and applicable sections below. Scheduled maturities of outstanding debt, net of discounts are as follows (in thousands): Schedule of Maturities of Outstanding Debt Year Ending December 31: 2023 (July — December) $ 5,265 2024 3,250 Plus: fair value measurement adjustments 629 Plus: accrued interest 482 Less: Discount (262 ) Total debt $ 9,364 The following discussion includes a description of Calidi’s outstanding debt as of June 30, 2023 and December 31, 2022. The weighted average interest rate related to Calidi’s outstanding debt not accounted for under the fair value option was approximately 10.4% 8.7% 504,000 23,000 Convertible Notes Payable 2018 Convertible Notes Between January 2018 and June 2018, Calidi issued $ 1.4 18 months 1.00 1.0 1.75 In March 2022, one of the related party investors provided notice and converted $ 450,000 257,143 In July 2022, the maturity date for the remaining $ 765,000 15 10% The 2018 Convertible Notes were converted pursuant to its provisions in connection with the FLAG Merger closed on September 12, 2023 and are no longer outstanding as of that date (see Note 14). Contingently Convertible Notes Payable, at fair value 2019 Contingently Convertible Notes, at fair value In 2019, Calidi issued $ 2.3 28 to 31 months 5% 8.0 conversion price equal to: (i) 80% of the per share price paid by investors in the financing; or (ii) 80% of a per share price equal to $100.0 million divided by the total number of issued and outstanding shares as of the date of the amendment, or $2.40 per share (“valuation cap”). In addition, upon a next equity financing, the investors will be issued a warrant equal to 30% of principal at an exercise price equal to the per share price paid by investors in the financing Calidi has elected to measure the 2019 CCNPs, including accrued interest and contingently issuable warrants, using the fair value option under ASC 825 and, as a result, Calidi records any changes in fair value within change in fair value of debt on the consolidated statements of operations. Calidi has elected to also include the component related to accrued interest within the single line of change in fair value of debt and change in fair value of debt — related party on the consolidated statements of operations. See Note 2 under the Fair value option of accounting Prior to 2022, Calidi repaid certain investors and related party contingently convertible note holders the entire principal balance of $ 150,000 213,300 Prior to 2022, the $ 2.0 The 2019 Contingently Convertible Notes were converted pursuant to their provisions in connection with the FLAG Merger closed on September 12, 2023 and are no longer outstanding as of that date (see Note 14). 2020 Contingently Convertible Notes, at fair value In 2019 and 2020, Calidi issued $ 4.0 January 2023 5 maturity. Calidi may not elect to prepay the principal and interest without the written consent of the lenders. Upon a next equity financing of at least $ 8.0 conversion option into the type of stock issued in the financing at the lower price equal to: (i) 70% of the per share price paid by investors in the financing; or (ii) 70% of a per share price equal to $100.0 million divided by the total number of issued and outstanding shares as of the date of issuance; or (iii) $2.00 (“valuation cap”). In addition, upon a next equity financing occurring, the investors will also receive a warrant equal to 30% of principal invested at an exercise price equal to the per share price paid by investors in the financing. Upon a change of control, the investor will have the option to receive a cash payment equal the principal and accrued interest or convert the principal and accrued interest into shares of Calidi’s preferred stock to be issued, at a per share conversion price equal to: (i) 70% of the implied price per share of such preferred stock from such change of control; or (ii) 70% of a per share price equal to $100.0 million divided by the total number of issued and outstanding shares as of the date of issuance. Calidi has elected to measure the 2020 CCNPs, including accrued interest and contingently issuable warrants, using the fair value option under ASC 825 and records all changes in fair value included in change in fair value of debt and change in fair value of debt — related party, on the unaudited condensed consolidated statements of operations. See Note 2 under the Fair value option of accounting In September 2021, $ 3.0 September 23, 2023 5 1.0 Calidi was in compliance with applicable debt covenants related to the amended 2020 CCNPs as of June 30, 2023. The 2020 CCNPs were converted pursuant to their provisions in connection with the FLAG Merger closed on September 12, 2023 and are no longer outstanding as of that date (see Note 14). Term Notes Payable 2023 Term Note Payable From January through June 2023, Calidi issued $ 3,250,000 The 2023 Term Loans bear simple interest of 24% per annum, of which 14% is payable in cash at maturity and the remaining 10% of the principal amount invested was paid in shares of Calidi common stock, valued at $ 3.86 2.96 294,000 20 The 2023 Term Notes are accounted for at amortized cost and accrue interest according to the terms of the agreement. As of June 30, 2023, the interest rate of the 2023 Term Notes was 14 3.2 Calidi was in compliance with applicable debt covenants related to the 2023 Term Notes as of June 30, 2023. In connection with the closing of the FLAG Merger, with regard to the 2023 Term Notes, approximately $ 2.650 0.6 2022 Term Note Payable In November and December 2022, Calidi issued $ 1,500,000 The 2022 Term Loans bear simple interest of 24% per annum, of which 14% is payable in cash at maturity and the remaining 10% of the principal amount invested was paid in shares of Calidi common stock, valued at $ 3.86 150,000 20 The 2022 Term Notes are accounted for at amortized cost and accrue interest according to the terms of the agreement. As of June 30, 2023, the interest rate of the 2022 Term Notes was 14 1.6 Calidi was in compliance with applicable debt covenants related to the 2022 Term Notes as of June 30, 2023. In connection with the closing of the FLAG Merger, the 2022 Term Notes plus accrued interest were either partially settled with FLAG shares of common stock or partially deferred payment of principal and interest (see Note 14). 2021 Term Note Payable In January 2021, Calidi entered into a note agreement with a related party investor and director to borrow up to $ 500,000 1,000,000 1.00 The 2021 Term Note bears interest at a rate equal to variable 30-day LIBOR plus 3%, subject to floor of 2% and matures on the earliest of the following: (i) one year from execution of the 2021 Term Note, (ii) Calidi’s completion of certain qualified financings, (iii) the occurrence of a change of control, or (iv) the occurrence of an event of default, as defined in the note agreement. Upon original issuance, Calidi elected to measure the 2021 Term Note, including accrued interest, using the fair value option under ASC 825 and record all changes in fair value, including accrued interest, in change in fair value of debt — related party on the unaudited condensed consolidated statements of operations. See Note 2 under the Fair value option of accounting In March 2022, upon the scheduled maturity of the outstanding 2021 Term Note, the holder and Calidi agreed to extend the maturity date for the 2021 Term Note to the earlier of i) September 30, 2022 or ii) Calidi’s completion of a qualified financing of $5 million or more. All other terms and conditions remained substantially unchanged. The extinguishment accounting resulted in an event that requires remeasurement of eligible items at fair value, initial recognition of eligible items, thereby resulting in an election date for the fair value option under ASC 825. Calidi did not elect to measure the amended term notes using the fair value option at the extension date, accordingly, following the extension the amended term notes are accounted for at amortized cost and accrue interest according to the terms of the agreement. In July 2022, the maturity date of the 2021 Term Note was extended to the earlier of i) June 30, 2023 or ii) Calidi’s completion of a qualified financing of $15 million or more. The amended 2021 Term Note will accrue interest at 10% per annum. All other terms and conditions remained substantially unchanged. 10 569,000 544,000 Calidi was in compliance with applicable debt covenants related to the 2021 Term Note as of June 30, 2023. In connection with the closing of the FLAG Merger, the 2021 Term Note plus accrued interest was deferred to January 1, 2025 (see Note 14). 2020 Term Notes Payable In 2020, Calidi issued $ 600,000 1,050,000 1.00 450,000 3 2 150,000 100,000 Upon original issuance, Calidi elected to measure the 2020 Term Notes, including accrued interest, using the fair value option under ASC 825 and record all changes in fair value, including accrued interest, in change in fair value of debt and change in fair value of debt — related party on the unaudited condensed consolidated statements of operations. See Note 2 under the Fair value option of accounting In June 2021, upon the scheduled maturity of the outstanding 2020 Term Notes, the holders and Calidi agreed to extend the maturity dates for all remaining 2020 Term Notes to June 30, 2022, in exchange for 10 50,000 35,500 35,500 515,000 35,500 515,000 The extinguishment accounting resulted in an event that requires remeasurement of eligible items at fair value, initial recognition of eligible items, thereby resulting in an election date for the fair value option under ASC 825. Calidi did not elect to measure the amended term notes using the fair value option at the extension date, accordingly, following the extension the amended term notes are accounted for at amortized cost and accrue interest according to the terms of the agreement. In July 2022, the maturity date of the 2020 Term Note was extended to the earlier of i) June 30, 2023 or ii) Calidi’s completion of a qualified financing of $15 million or more. The amended 2020 Term Note will accrue interest at 10% per annum. All other terms and conditions remained substantially unchanged. 10 578,000 550,000 Calidi was in compliance with applicable debt covenants related to the 2020 Term Notes as of June 30, 2023. In connection with the closing of the FLAG Merger on September 12, 2023, the 2020 Term Note in principal amount of $ 450,000 50,000 Loans Payable 2020 Line of Credit In 2020, Calidi opened a line of credit with a third-party bank for a borrowing capacity of up to $ 1.0 October 26, 2021 1.0 1.6 As a condition of approval of the 2020 Line of Credit, the bank required collateral to be provided by AJC Capital to the bank held in the name of AJC Capital. As consideration for the AJC Capital collateral provided to the bank, Calidi issued to the shareholder warrants to purchase 2,000,000 1.00 In October 2021, upon the scheduled maturity, the lender renewed the 2020 Line of Credit for another year to October 29, 2022, with substantially the same terms and condition. Calidi performed a borrowing-capacity analysis in accordance with ASC 470-50 and determined that the borrowing capacity of the amended LOC exceeds the borrowing capacity under the original LOC. There were no unamortized costs or new lender fees relating to the renewal and, therefore, the entire $ 1.0 In October 2022, upon the scheduled maturity, the lender renewed the 2020 Line of Credit for another year to October 26, 2023. The interest rate was increased to a fixed rate of 2.5 | 8. Debt Calidi’s outstanding debt obligations as of December 31, 2022 and 2021, including related party components, are as follows (in thousands): Schedule of Outstanding Debt Obligations December 31, 2022 Unpaid Balance Fair Value Measurements Discount Accrued Interest Net Carrying Value Convertible notes payable $ 765 $ — $ — $ 39 $ 804 Contingently convertible notes payable, including accrued interest, at fair value 1,000 152 — - (b) 1,152 Term notes payable 2,500 — (138 ) 107 2,469 Loans payable 1,000 — — — 1,000 Total debt $ 5,265 $ 152 $ (138 ) $ 146 $ 5,425 Less: current portion of long-term debt (5,425 ) Long-term debt, net of current portion $ — December 31, 2021 Unpaid Balance Fair Value Measurements Discount Accrued Interest Net Carrying Value Convertible notes payable $ 1,365 $ — $ — $ - (a) $ 1,365 Contingently convertible notes payable, including accrued interest, at fair value 1,000 572 — - (b) 1,572 Term notes payable, including accrued interest, at fair value 500 27 (22 ) - (b) 505 Term notes payable 500 — — 22 522 Loans payable 1,038 — — — 1,038 Total debt $ 4,403 $ 599 $ (22 ) $ 22 $ 5,002 Less: current portion of long-term debt (5,002 ) Long-term debt, net of current portion $ — (a) Convertible notes payable issued with common stock in lieu of cash interest. See further discussion under Convertible Notes Payable section below. (b) Accrued interest is included in fair value measurements for contingently convertible notes payable and term notes payable, at fair value, as applicable, for the periods presented, respectively. See further disclosures under the fair value option of accounting in Note 2, Note 4, Note 8, and applicable sections below. Scheduled maturities of outstanding debt, net of discounts are as follows (in thousands): Schedule of Maturities of Outstanding Debt Year Ending December 31: 2023 5,265 Plus: fair value measurement adjustments 152 Plus: accrued interest 146 Less: discounts (138 ) Total debt $ 5,425 The following discussion includes a description of Calidi’s outstanding debt as of December 31, 2022 and 2021. The weighted average interest rate related to Calidi’s outstanding debt not accounted for under the fair value option and was 8.7 2.7 0.2 0.6 Convertible Notes Payable 2017 Convertible Note In March 2017, Calidi issued a $ 150,000 6 months 1.00 1.00 150,000 150,000 150,000 2018 Convertible Notes Between January 2018 and June 2018, Calidi issued $ 1.4 18 months 1.00 1.0 30,000 120,000 1.75 450,000 257,143 In July 2022, the maturity date for the remaining $ 765,000 financing of $15 million or more. 10 Contingently Convertible Notes Payable, at fair value 2019 Contingently Convertible Notes, at fair value In 2019, Calidi issued $ 2.3 5 8.0 (i) 80% of the per share price paid by investors in the financing; or (ii) 80% of a per share price equal to $100.0 million divided by the total number of issued and outstanding shares as of the date of the amendment, or $2.40 per share (“valuation cap”). In addition, upon a next equity financing, the investors will be issued a warrant equal to 30% of principal at an exercise price equal to the per share price paid by investors in the financing. These contingent warrants are accounted for when the contingency is resolved, and the contingent warrants are issued. Calidi has elected to measure the 2019 CCNPs, including accrued interest and contingently issuable warrants, using the fair value option under ASC 825 and, as a result, Calidi records any changes in fair value within change in fair value of debt on the consolidated statements of operations. Calidi has elected to also include the component related to accrued interest within the single line of change in fair value of debt and change in fair value of debt — related party on the consolidated statements of operations. See Note 2 under the Fair value option of accounting Prior to January 1, 2021, Calidi repaid certain investors and related party contingently convertible note holders the entire principal balance of $ 150,000 213,300 From August 2021 through December 2021, the $ 2.0 2020 Contingently Convertible Notes, at fair value In 2019 and 2020, Calidi issued $ 4.0 mature in January 2023 5 Upon a next equity financing of at least $ 8.0 (i) 70% of the per share price paid by investors in the financing; or (ii) 70% of a per share price equal to $100.0 million divided by the total number of issued and outstanding shares as of the date of issuance; or (iii) $2.00 (“valuation cap”). In addition, upon a next equity financing occurring, the investors will also receive a warrant equal to 30% of principal invested at an exercise price equal to the per share price paid by investors in the financing. These contingent warrants are accounted for when the contingency is resolved, and the contingent warrants are issued. Calidi evaluated whether the 2020 CCNPs contained a BCF in accordance with ASC 470-20 and determined that a BCF that is contingent upon on the next equity financing occurring is not recognized until the contingency is resolved. The contingency had not been resolved as of December 31, 2022. See Note 2 regarding the impact of adoption of ASU 2020-06 on January 1, 2021. Upon a change of control, the investor will have the option to receive a cash payment equal the principal and accrued interest or convert the principal and accrued interest into shares of Calidi’s preferred stock to be issued, at a per share conversion price equal to: (i) 70% of the implied price per share of such preferred stock from such change of control; or (ii) 70% of a per share price equal to $100.0 million divided by the total number of issued and outstanding shares as of the date of issuance. Upon an event of default, each investor will receive a cash payment equal the principal and accrued interest. Calidi has elected to measure the 2020 CCNPs, including accrued interest and contingently issuable warrants, using the fair value option under ASC 825 and records all changes in fair value included in change in fair value of debt and change in fair value of debt — related party, on the consolidated statements of operations. See Note 2 under the Fair value option of accounting In September 2021, $ 3.0 1.0 Term Notes Payable 2022 Term Note Payable In November and December 2022, Calidi issued $ 1,500,000 The 2022 Term Loans bear simple interest of 24% per annum, of which 14% is payable in cash at maturity and the remaining 10% of the principal amount invested was paid in shares of Calidi common stock, valued at $ 3.86 150,000 The 2022 Term Notes are accounted for at amortized cost and accrue interest according to the terms of the agreement. As of December 31, 2022, the interest rate of the 2022 Term Notes was 14 1.4 Calidi was in compliance with applicable debt covenants related to the 2022 Term Note as of December 31, 2022. 2021 Term Note Payable In January 2021, Calidi entered into a note agreement with a related party investor and director to borrow up to $ 500,000 1,000,000 1.00 The 2021 Term Note bears interest at a rate equal to variable 30-day LIBOR plus 3%, subject to floor of 2% and matures on the earliest of the following: (i) one year from execution of the 2021 Term Note, (ii) Calidi’s completion of certain qualified financings, (iii) the occurrence of a change of control, or (iv) the occurrence of an event of default, as defined in the note agreement. Upon original issuance, Calidi elected to measure the 2021 Term Note, including accrued interest, using the fair value option under ASC 825 and record all changes in fair value, including accrued interest, in change in fair value of debt — related party on the consolidated statements of operations. See Note 2 under the Fair value option of accounting In March 2022, upon the scheduled maturity of the outstanding 2021 Term Note, the holder and Calidi agreed to extend the maturity date for the 2021 Term Note to the earlier of i) September 30, 2022 or ii) Calidi’s completion of a qualified financing of $ 5 The extinguishment accounting resulted in an event that requires remeasurement of eligible items at fair value, initial recognition of eligible items, thereby resulting in an election date for the fair value option under ASC 825. Calidi did not elect to measure the amended term notes using the fair value option at the extension date, accordingly, following the extension the amended term notes are accounted for at amortized cost and accrue interest according to the terms of the agreement. In July 2022, the maturity date of the 2021 Term Note was extended to the earlier of i) June 30, 2023 or ii) Calidi’s completion of a qualified financing of $15 million or more. 10 10 3.1 544,000 505,000 Calidi was in compliance with applicable debt covenants related to the 2021 Term Note as of December 31, 2022. 2020 Term Notes Payable In 2020, Calidi issued $ 600,000 1,050,000 1.00 450,000 150,000 100,000 Upon original issuance, Calidi elected to measure the 2020 Term Notes, including accrued interest, using the fair value option under ASC 825 and record all changes in fair value, including accrued interest, in change in fair value of debt and change in fair value of debt — related party on the consolidated statements of operations. See Note 2 under the Fair value option of accounting In June 2021, upon the scheduled maturity of the outstanding 2020 Term Notes, the holders and Calidi agreed to extend the maturity dates for all remaining 2020 Term Notes to June 30, 2022, in exchange for 10 50,000 35,500 35,500 515,000 35,500 515,000 The extinguishment accounting resulted in an event that requires remeasurement of eligible items at fair value, initial recognition of eligible items, thereby resulting in an election date for the fair value option under ASC 825. Calidi did not elect to measure the amended term notes using the fair value option at the extension date, accordingly, following the extension the amended term notes are accounted for at amortized cost and accrue interest according to the terms of the agreement. In July 2022, the maturity date of the 2020 Term Note was extended to the earlier of i) June 30, 2023 or ii) Calidi’s completion of a qualified financing of $15 million or more. The amended 2020 Term Note will accrue interest at 10 10 3.1 550,000 522,000 Calidi was in compliance with applicable debt covenants related to the 2020 Term Notes as of December 31, 2022. Loans Payable 2020 Paycheck Protection Program Loan In 2020, Calidi received loan proceeds in the amount of $ 291,060 The 2020 PPP loan accrued simple interest at a rate of 1% percent per annum and had an original maturity date of April 16, 2022. In May 2021, Calidi was notified by the lender and through the SBA that the 2020 PPP loan, together with all accrued interest, amounting to approximately $ 294,000 294,000 2021 Paycheck Protection Program Loan On March 11, 2021, Calidi received its second PPP loan in the principal amount of $ 379,200 1 381,000 2020 Business Loan In 2020, Calidi entered into a Business Loan and Security Agreement with a lender (the “2020 Business Loan”). The principal amount of the 2020 Business Loan is $ 150,000 10,083 18 months 25.1 2020 Line of Credit In 2020, Calidi opened a line of credit with a third-party bank for a borrowing capacity of up to $ 1.0 1.0 1.6 As a condition of approval of the 2020 Line of Credit, the bank required collateral to be provided by AJC Capital to the bank held in the name of AJC Capital. As consideration for the AJC Capital collateral provided to the bank, Calidi issued to the shareholder warrants to purchase 2,000,000 1.00 In October 2021, upon the scheduled maturity, the lender renewed the 2020 Line of Credit for another year to October 29, 2022, with substantially the same terms and condition. Calidi performed a borrowing-capacity analysis in accordance with ASC 470-50 and determined that the borrowing capacity of the amended LOC exceeds the borrowing capacity under the original LOC. There were no unamortized costs or new lender fees relating to the renewal and, therefore, the entire $ 1.0 In October 2022, upon the scheduled maturity, the lender renewed the 2020 Line of Credit for another year to October 26, 2023. The interest rate was increased to a fixed rate of 2.5 |
Simple Agreement for Future Equ
Simple Agreement for Future Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Simple Agreement For Future Equity | ||
Simple Agreement for Future Equity | 8. Simple Agreement for Future Equity 2023 SAFEs From January through June 2023, Calidi entered into SAFE agreements with various investors to raise aggregate proceeds of approximately $ 2.8 10.0 70 80 In connection with the closing of the FLAG Merger on September 12, 2023, all of the 2023 SAFEs were converted to Calidi common stock pursuant to their conversion provisions and are no longer outstanding as of that date (see Note 14). 2022 SAFEs From January 2022 through December 31, 2022, Calidi entered into SAFE agreements with various investors to raise aggregate proceeds of approximately $ 10.8 0.2 10.0 70 80 In connection with the closing of the FLAG Merger on September 12, 2023, all of the 2022 SAFEs were converted to Calidi common stock pursuant to their conversion provisions and are no longer outstanding as of that date (see Note 14). 2021 SAFEs From March 2021 through the year ended December 31, 2021, Calidi entered into SAFE agreements with various investors and related parties to raise aggregate proceeds of $ 7.9 10.0 80 3.62 In June 2021, Calidi amended certain outstanding 2021 SAFEs to align the conversion prices with those above. The amendments were determined to be a substantial change in the original instrument and resulted in the application of extinguishment accounting. Although the 2021 SAFE amendments were determined to contain a substantial change from the original instrument and resulted in the application of extinguishment accounting, because of the valuation technique used described in Note 3, the derived fair values were not impacted by the amendment, resulting in no gain or loss on extinguishment. In connection with the closing of the FLAG Merger on September 12, 2023, all of the 2021 SAFEs were converted to Calidi common stock pursuant to their conversion provisions and are no longer outstanding as of that date (see Note 14). Exchange of CCNPs to SAFEs (“CCNP Conversions”) As described in Note 7, from August 2021 through December 2021, of the $ 6.0 5.5 Calidi recorded a loss on debt extinguishment of approximately $ 0.7 6.2 5.5 As of June 30, 2023 and December 31, 2022, one related party investor holds the remaining $ 1.0 September 2023 All of the issued SAFEs represent obligations that Calidi must settle by issuing a variable number of equity shares based on a fixed monetary value at the inception of the SAFE based on the amount invested. Therefore, the SAFEs are classified as mark-to-market liabilities pursuant to ASC 480 in current liabilities because of the anticipated settlement or conversion of the SAFEs based on Calidi’s expectation of a completion of a qualified financing in the next twelve months. Calidi records the changes in fair value of all SAFEs each reporting period in change in fair value of debt and change in fair value of debt — related party, on the consolidated statements of operations. See Note 2 under the Fair value measurements In connection with the closing of the FLAG Merger on September 12, 2023, the remaining 2020 CCNP was converted to Calidi common stock pursuant to the conversion provisions and is no longer outstanding as of that date (see Note 14). The 2020 CCNP investor also received 200,000 | 9. Simple Agreement for Future Equity 2022 SAFEs From January 2022 through December 31, 2022, Calidi entered into SAFE agreements with various investors to raise aggregate proceeds of approximately $ 10.8 10.0 70 80 2021 SAFEs From March 2021 through year ended December 31, 2021, Calidi entered into SAFE agreements with various investors and related parties to raise aggregate proceeds of $ 7.9 10.0 80 3.62 In June 2021, Calidi amended certain outstanding 2021 SAFEs to align the conversion prices with those above. The amendments were determined to be a substantial change in the original instrument and resulted in the application of extinguishment accounting. Although the 2021 SAFE amendments were determined to contain a substantial change from the original instrument and resulted in the application of extinguishment accounting, because of the valuation technique used described in Note 4, the derived fair values were not impacted by the amendment, resulting in no gain or loss on extinguishment. Exchange of CCNPs to SAFEs (“CCNP Conversions”) As described in Note 8, from August 2021 through December 2021, of the $ 6.0 5.0 Calidi recorded a loss on debt extinguishment of approximately $ 0.7 6.2 5.5 As of December 31, 2022 and 2021, one related party investor holds the remaining $ 1.0 September 2022 All of the issued SAFEs represent obligations that Calidi must settle by issuing a variable number of equity shares based on a fixed monetary value at the inception of the SAFE based on the amount invested. Therefore, the SAFEs are classified as mark-to-market liabilities pursuant to ASC 480 in current liabilities because of the anticipated settlement or conversion of the SAFEs based on Calidi’s expectation of a completion of a qualified financing in the next twelve months. Calidi records the changes in fair value of all SAFEs each reporting period in change in fair value of debt and change in fair value of debt — related party, on the consolidated statements of operations. See Note 2 under the Fair value measurements |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 10. Stock-Based Compensation Equity Incentive Plans Prior to January 1, 2019, Calidi had adopted the 2016 Stock Option Plan (the “2016 Plan”) under which Calidi was authorized to grant stock options, restricted stock, a stock appreciation right, or a restricted stock unit award. In June 2019, Calidi reincorporated in Nevada and adopted the 2019 Equity Incentive Plan (the “2019 Plan”) to replace the 2016 Plan. Other than the change of plan name and incorporation state, all the terms of the 2016 Plan were carried over into the 2019 Plan. In adopting the 2019 Plan, Calidi terminated the 2016 Plan and may no longer grant any additional stock options or sell any stock under restricted stock purchase agreements under the 2016 Plan; however, stock options issued under the 2016 Plan will continue to be in effect in accordance with their terms and the terms of the 2019 Plan, which are substantially the same terms as the 2016 Plan, until the exercise or expiration of the individual options awards. The 2019 Plan reserved the right for the Board of Directors as the administrator of the plans (the “Administrator”) to issue up to up to 25,500,000 Awards may vest and thereby become exercisable or have restrictions on forfeiture lapse on the date of grant or in periodic installments or upon the attainment of performance goals, or upon the occurrence of specified events depending on the Administrator’s discretion. The Administrator has broad authority to determine the terms and conditions of any Award granted pursuant to the 2019 Plan including, but not limited to, the exercise price, grant price, or purchase price, any reload provision, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof as the Administrator, in its sole discretion may determine. No Awards may be granted under the 2019 Plan with a term of more than ten years and no Awards granted may be exercised after the expiration of ten years from the date of grant. Stock Options Options granted under the 2019 Plan may be either “incentive stock options” within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or “non-qualified” stock options that do not qualify incentive stock options. Incentive stock options may be granted only to Calidi employees and employees of domestic subsidiaries, as applicable. The exercise price of stock options shall be equal to or greater than the fair market value of Calidi common stock on the date the option is granted. In the case of an optionee who, at the time of grant, owns more than 10% of the combined voting power of all classes of Calidi stock, the exercise price of any incentive stock option must be at least 110% of the fair market value of the common stock on the grant date, and the term of the option may be no longer than five years. The aggregate fair market value of common stock (determined as of the grant date of the option) with respect to which incentive stock options become exercisable for the first time by an optionee in any calendar year may not exceed $100,000, otherwise it will be classified as a Non-Qualified Stock Option. The exercise price of an option may be payable in cash or in common stock, or in a combination of cash and common stock, or other legal consideration for the issuance of stock as the Board or Administrator may approve. Generally, options vest over four years and will be exercisable only while the optionee remains an employee, director or consultant, or during the three months thereafter, but in the case of the termination of an employee, director, or consultant’s services due to death or disability, the period for exercising a vested option shall be extended to the earlier of twelve months after termination or the expiration date of the option. Certain option awards provide for accelerated vesting if there is a change in control as defined in the 2019 Plan. Option awards activity A summary of the 2019 Plan option activity and related information follows (in thousands except weighted average exercise price): Summary of Stock Option Activity Shares Number of Weighted Aggregate Balance at January 1, 2023 1,222 23,914 $ 1.11 $ 4,840 Option plan increase — — $ — — Options granted (784 ) 784 $ 2.96 — Options exercised — (425 ) $ 1.00 — Options forfeited or cancelled 786 (786 ) $ 1.03 — Balance at June 30, 2023 1,224 23,487 $ 1.06 $ 4,679 Exercisable at June 30, 2023 18,976 $ 0.78 $ 4,677 Additional information regarding Calidi’s outstanding stock options is summarized below: Schedule of Outstanding Stock Options Options Outstanding at June 30, 2023 Exercise Prices Number Weighted Weighted $ 0.20 0.25 9,649 3.67 $ 0.25 $ 0.75 1.00 8,359 6.97 $ 0.95 $ 1.01 1.67 1,322 8.25 $ 1.67 $ 2.96 4,157 9.09 $ 2.96 $ 0.20 2.96 23,487 7.29 $ 1.06 Calidi recorded stock-based compensation expense in the following categories on the accompanying consolidated statements of operations for the periods presented (in thousands): Schedule of Stock-Based Compensation Expense 2023 2022 Six Months Ended 2023 2022 Research and development $ 596 $ 234 General and administrative 1,918 2,168 Total stock-based compensation expense $ 2,514 $ 2,402 On January 18, 2023, the Board approved a repricing of approximately 3.5 3.86 2.96 0.1 0.7 As of June 30, 2023, the total unamortized stock-based compensation expense related to stock options was approximately $ 9.8 2.6 2.23 2.85 Schedule of Stock Options Valuation Assumptions Six Months Ended 2023 2022 Expected life (in years) 5.87 6.01 Risk-free interest rates 3.73 % 1.86 % Volatility 89.34 % 88.45 % Dividend yield 0.0 % 0.0 % The determination of stock-based compensation is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If Calidi had made different assumptions, its stock-based compensation expense and net loss for the six months ended June 30, 2023 and 2022 may have been significantly different. Calidi does not recognize deferred income taxes for incentive stock option compensation expense and records a tax deduction only when a disqualified disposition has occurred. In connection with the closing of the FLAG Merger on September 12, 2023, all stock options underlying the of the 2019 Plan were assumed by New Calidi at the appropriate conversion ratio and the legacy Calidi 2019 Plan was terminated (see Note 14). | 11. Stock-Based Compensation Equity Incentive Plans Calidi had adopted its 2016 Stock Option Plan (the “2016 Plan”) under which Calidi was authorized to grant stock options, restricted stock, a stock appreciation right, or a restricted stock unit award. In June 2019, Calidi reincorporated in Nevada and adopted the 2019 Equity Incentive Plan (the “2019 Plan”) to replace the 2016 Plan. Other than the change of plan name and incorporation state, all the terms of the 2016 Plan were carried over into the 2019 Plan. In adopting the 2019 Plan, Calidi terminated the 2016 Plan and may no longer grant any additional stock options or sell any stock under restricted stock purchase agreements under the 2016 Plan; however, stock options issued under the 2016 Plan will continue to be in effect in accordance with their terms and the terms of the 2019 Plan, which are substantially the same terms as the 2016 Plan, until the exercise or expiration of the individual options awards. The 2019 Plan reserved the right for the Board of Directors as the administrator of the plans (the “Administrator”) to issue up to up to 25,500,000 Awards may vest and thereby become exercisable or have restrictions on forfeiture lapse on the date of grant or in periodic installments or upon the attainment of performance goals, or upon the occurrence of specified events depending on the Administrator’s discretion. The Administrator has broad authority to determine the terms and conditions of any Award granted pursuant to the 2019 Plan including, but not limited to, the exercise price, grant price, or purchase price, any reload provision, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof as the Administrator, in its sole discretion may determine. No Awards may be granted under the 2019 Plan with a term of more than ten years and no Awards granted may be exercised after the expiration of ten years from the date of grant. Stock Options Options granted under the 2019 Plan may be either “incentive stock options” within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or “non-qualified” stock options that do not qualify incentive stock options. Incentive stock options may be granted only to Calidi employees and employees of domestic subsidiaries, as applicable. The exercise price of stock options shall be equal to or greater than the fair market value of Calidi common stock on the date the option is granted. In the case of an optionee who, at the time of grant, owns more than 10% of the combined voting power of all classes of Calidi stock, the exercise price of any incentive stock option must be at least 110% of the fair market value of the common stock on the grant date, and the term of the option may be no longer than five years. The aggregate fair market value of common stock (determined as of the grant date of the option) with respect to which incentive stock options become exercisable for the first time by an optionee in any calendar year may not exceed $100,000, otherwise it will be classified as a Non-Qualified Stock Option. The exercise price of an option may be payable in cash or in common stock, or in a combination of cash and common stock, or other legal consideration for the issuance of stock as the Board or Administrator may approve. Generally, options vest over four years and will be exercisable only while the optionee remains an employee, director or consultant, or during the three months thereafter, but in the case of the termination of an employee, director, or consultant’s services due to death or disability, the period for exercising a vested option shall be extended to the earlier of twelve months after termination or the expiration date of the option. Certain option awards provide for accelerated vesting if there is a change in control as defined in the 2019 Plan. Option awards activity A summary of the 2019 Plan option activity and related information follows (in thousands except weighted average exercise price): Summary of Stock Option Activity Shares Number Weighted Aggregate Balance at January 1, 2022 3,014 21,886 $ 0.63 $ 5,392 Option plan increase 500 — $ — — Options granted (3,490 ) 3,490 $ 3.86 — Options exercised — (264 ) $ 0.43 — Options forfeited or cancelled 1,198 (1,198 ) $ 0.41 — Balance at December 31, 2022 1,222 23,914 $ 1.11 $ 4,840 Exercisable at December 31, 2022 17,112 $ 0.66 $ 4,670 See Note 15 for repricing of stock options previously granted with an exercise price of $ 3.86 Additional information regarding Calidi’s outstanding stock options is summarized below: Schedule of Outstanding Stock Options Options Outstanding at Exercise Prices Number Weighted Weighted $ 0.20 0.25 9,999 4.14 $ 0.25 $ 0.75 1.00 9,107 7.44 $ 0.94 $ 1.01 1.67 1,342 8.75 $ 1.67 $ 3.86 3,466 9.34 $ 3.86 $ 0.20 3.86 23,914 7.48 $ 1.11 Calidi recorded stock-based compensation expense in the following categories on the accompanying consolidated statements of operations for the years ended December 31, 2022 and 2021 (in thousands): Schedule of Stock-Based Compensation Expense Year Ended 2022 2021 Research and development $ 747 $ 220 General and administrative 3,775 1,107 Total stock-based compensation expense $ 4,522 $ 1,327 As of December 31, 2022, the total unamortized stock-based compensation expense related to stock options was approximately $ 10.2 3.2 2.85 0.63 Schedule of Stock Options Valuation Assumptions Year Ended 2022 2021 Expected life (in years) 6.00 6.00 Risk-free interest rates 2.09 % 1.32 % Volatility 88.35 % 79.88 % Dividend yield 0.0 % 0.0 % The determination of stock-based compensation is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If Calidi had made different assumptions, its stock-based compensation expense and net loss for the years ended December 31, 2022 and 2021 may have been significantly different. Calidi does not recognize deferred income taxes for incentive stock option compensation expense and records a tax deduction only when a disqualified disposition has occurred. |
Customer Contracts
Customer Contracts | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Customer Contracts | 11. Customer Contracts On June 22, 2021, Calidi entered into a research collaboration agreement (the “Research Collaboration Agreement” or “Agreement No. 1”) with a customer (the “Customer”), to perform certain tests on three different grade stem cell lines with the purpose of exploring the in-vitro feasibility amplification potential of the Customer’s own oncolytic adenovirus in development. In consideration for Calidi’s services, the Customer paid Calidi a one-time upfront payment of $ 44,000 On October 4, 2021, Calidi and the Customer entered into Amendment No. 1 of the Research Collaboration Agreement (“Amendment No. 1”) whereby Calidi agreed to perform certain in-vivo therapeutic efficacy tests of the Customer’s oncolytic adenovirus, as defined in Amendment No. 1. In consideration for Calidi’s services, the Customer agreed to pay $ 450,000 225,000 225,000 Calidi analyzed Agreement No. 1 and Amendment No. 1 in accordance with ASC 808 and ASC 606 and concluded that the agreements represent customer relationship contracts measured under the scope of ASC 606 and accounted for Amendment No. 1 as a contract modification that qualified as a separate contract measured under the requirements of ASC 606. The services under Agreement No. 1 required Calidi to deliver a cytotoxicity profile of the stem cell lines and the viral amplification data to the Customer, which represented one combined performance obligation. In consideration for Calidi’s services, the Customer paid Calidi a one-time upfront payment of $ 44,000 The services under Amendment No.1 required Calidi to deliver a final report consisting of the results of certain in-vivo therapeutic efficacy tests of the Customer’s oncolytic adenovirus, which also represented one performance obligation. Calidi recognizes revenue on its single performance obligation over the period during which the services are being performed for the Customer, which is the generation of data provided to the Customer as the work progressed on multiple in-vivo therapeutic efficacy tests for the Customer’s own oncolytic adenovirus. In consideration for Calidi’s services, the Customer agreed to pay Calidi a total of $ 450,000 Revenue related to the performance obligations was recognized over time as the services were performed, based on Calidi’s progress to satisfy the performance obligations. As of December 31, 2022, the contractual asset was offset by the scheduled billing and collection of the remaining $ 225,000 45,000 | 12. Customer Contracts On June 22, 2021, Calidi entered into a research collaboration agreement (the “Research Collaboration Agreement” or “Agreement No. 1”) with a customer (the “Customer”), to perform certain tests on three different grade stem cell lines with the purpose of exploring the in-vitro feasibility amplification potential of the Customer’s own oncolytic adenovirus in development. In consideration for Calidi’s services, the Customer paid Calidi a one-time upfront payment of $ 44,000 On October 4, 2021, Calidi and the Customer entered into Amendment No. 1 of the Research Collaboration Agreement (“Amendment No. 1”) whereby Calidi agreed to perform certain in-vivo therapeutic efficacy tests of the Customer’s oncolytic adenovirus, as defined in Amendment No. 1. In consideration for Calidi’s services, the Customer agreed to pay $ 450,000 225,000 225,000 Calidi analyzed Agreement No. 1 and Amendment No. 1 in accordance with ASC 808 and ASC 606 and concluded that the agreements represent customer relationship contracts measured under the scope of ASC 606 and accounted for Amendment No. 1 as a contract modification that qualified as a separate contract measured under the requirements of ASC 606. The services under Agreement No. 1 required Calidi to deliver a cytotoxicity profile of the stem cell lines and the viral amplification data to the Customer, which represented one combined performance obligation. In consideration for Calidi’s services, the Customer paid Calidi a one-time upfront payment of $ 44,000 The services under Amendment No.1 required Calidi to deliver a final report consisting of the results of certain in-vivo therapeutic efficacy tests of the Customer’s oncolytic adenovirus, which also represented one performance obligation. Calidi recognizes revenue on its single performance obligation over the period during which the services are being performed for the Customer, which is the generation of data provided to the Customer as the work progressed on multiple in-vivo therapeutic efficacy tests for the Customer’s own oncolytic adenovirus. In consideration for Calidi’s services, the Customer agreed to pay Calidi a total of $ 450,000 Revenue related to the performance obligations was recognized over time as the services were performed, based on Calidi’s progress to satisfy the performance obligations. For the year ended December 31, 2021, Calidi recognized an aggregate $ 449,000 During the year ended December 31, 2021, there was $ 180,000 225,000 45,000 |
Asset Acquisitions
Asset Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisitions | 3. Asset Acquisitions License Agreements with Northwestern University On June 7, 2021, Calidi entered into a License Agreement with Northwestern University (“Northwestern”) (the “Northwestern Agreement”) for the exclusive commercialization rights to the investigational new drug (“IND”) and data generated from Northwestern’s phase 1 clinical trial treating brain tumor patients with an engineered oncolytic adenovirus delivered by neural stem cells (“NSC-CRAd-S-pk7”). Under the Northwestern Agreement, among other rights, Northwestern granted to Calidi a worldwide, twelve-year exclusivity for the commercial development of NSC-CRAd-S-pk7 or other oncolytic viruses for therapeutic and preventive uses in oncology and a right of reference to Northwestern’s IND application which relates to the treatment of newly diagnosed HGG. In exchange, Calidi paid Northwestern an upfront payment of $ 400,000 10 On October 14, 2021, Calidi entered into a Material License Agreement with Northwestern to license the NSC-CRAd-S-pk7 oncolytic virus materials which Calidi intends to use to continue advancing its research, development and commercialization efforts of the NNV1 and NNV2 programs. Calidi paid Northwestern a one-time payment of $ 100,000 The Northwestern Agreement was treated as an asset acquisition under ASC 805-50 as all of the fair value within the acquired set of licensed data was concentrated in one IPR&D asset with no alternative future use. The fair value allocated to the IPR&D of $ 500,000 License Agreement with City of Hope and the University of Chicago On July 22, 2021, Calidi entered into an Exclusive License Agreement with City of Hope (“COH”) and the University of Chicago (the “City of Hope Agreement”) for patents covering cancer therapies using an oncolytic adenovirus in combination with a clinical grade allogeneic neural stem cell line for recurrent HGG. Pursuant to the City of Hope Agreement, COH transferred its IND to Calidi for the commercial development of a licensed product, as defined in the City of Hope Agreement. This agreement grants to Calidi commercial exclusivity in using neural stem cells with the adenovirus known as CRAd-S-pk7 for oncolytic virotherapy. Under the City of Hope Agreement, Calidi paid an upfront fee of $ 180,000 100,000 167,000 18.7 The City of Hope Agreement was treated as an asset acquisition under ASC 805-50 as all of the fair value within the acquired licensed product was concentrated in one IPR&D asset with no alternative future use. The aggregate fair value amount allocated to the IPR&D asset of $ 347,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements as of and for the years ended December 31, 2022 and 2021, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the FASB. | |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities, at the date of the unaudited condensed consolidated financial statements, and the reported amounts during the reporting period. On an ongoing basis, management evaluates estimates which are subject to significant judgment, including, but not limited to, valuation methods used, assumptions requiring the use of judgment to prepare financial projections, timing of potential commercialization of acquired in-process intangible assets, applicable discount rates, probabilities of the likelihood of multiple outcomes of certain events related to contingently convertible notes payable and SAFEs, comparable companies or transactions, liquidity events, determination of fair value of financial instruments under the fair value option of accounting, assumptions related to the going concern assessments, allocation of direct and indirect expenses, useful lives associated with long- lived assets, key assumptions in operating and financing leases including incremental borrowing rates, loss contingencies, valuation allowances related to deferred income taxes, assumptions used to value common stock, debt and debt-like instruments, warrants, and stock-based awards and other equity instruments. Actual results may differ materially from those estimates. While Calidi considered known or expected impacts of COVID-19 in making its assessments and estimates, the future impacts of COVID-19 are not presently determinable and could cause actual results to differ materially from Calidi’s estimates and assessments. Calidi’s future analysis or forecast of COVID-19 impacts could lead to changes in Calidi’s future estimates and assessments which could result in material impacts to Calidi’s unaudited condensed consolidated financial statements in future reporting periods. | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities, at the date of the consolidated financial statements, and the reported amounts during the reporting period. On an ongoing basis, management evaluates estimates which are subject to significant judgment, including, but not limited to, valuation methods used, assumptions requiring the use of judgment to prepare financial projections, timing of potential commercialization of acquired in-process intangible assets, applicable discount rates, probabilities of the likelihood of multiple outcomes of certain events related to contingently convertible notes payable and SAFEs, comparable companies or transactions, liquidity events, determination of fair value of financial instruments under the fair value option of accounting, assumptions related to the going concern assessments, allocation of direct and indirect expenses, useful lives associated with long-lived assets, key assumptions in operating and financing leases including incremental borrowing rates, loss contingencies, valuation allowances related to deferred income taxes, assumptions used to value common stock, debt and debt-like instruments, warrants, and stock-based awards and other equity instruments. Actual results may differ materially from those estimates. While Calidi considered known or expected impacts of COVID-19 in making its assessments and estimates, the future impacts of COVID-19 are not presently determinable and could cause actual results to differ materially from Calidi’s estimates and assessments. Calidi’s future analysis or forecast of COVID-19 impacts could lead to changes in Calidi’s future estimates and assessments which could result in material impacts to Calidi’s consolidated financial statements in future reporting periods. |
Cash | Cash Cash consists principally of amounts on deposit with various financial institutions for operating purposes. Calidi maintains cash balances at financial institutions in excess of amounts insured by United States government agencies. Calidi places its cash with high credit quality financial institutions (see Note 15). | |
Restricted cash | Restricted cash Calidi classifies cash that has contractual or legal restrictions imposed by third parties as restricted cash, which is restricted as to withdrawal or use except for the specified purpose under a contract. Calidi classifies restricted cash as part of prepaids and other current assets due to the short-term nature of the underlying contract with a financial institution which requires Calidi to hold a fixed amount of funds in a restricted money market account as collateral to the financial institution for Calidi’s corporate credit card program with that financial institution. Calidi accounts for restricted cash in accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the balance sheet dates that comprise the total of the same such amounts shown in the unaudited condensed consolidated statements of cash flows in accordance with ASU 2016-18 (in thousands): Schedule of Cash and Restricted Cash Reported in Financial Statements June 30, December 31, Cash $ 1,918 $ 372 Restricted cash included within prepaid expenses and other current assets 250 100 Restricted cash included within deferred financing and other noncurrent assets 118 118 Total cash and restricted cash as shown in the unaudited condensed consolidated statements of cash flows $ 2,286 $ 590 | Restricted cash Calidi classifies cash that has contractual or legal restrictions imposed by third parties as restricted cash, which is restricted as to withdrawal or use except for the specified purpose under a contract. Calidi classifies restricted cash as part of prepaids and other current assets due to the short-term nature of the underlying contract with a financial institution which requires Calidi to hold a fixed amount of funds in a restricted money market account as collateral to the financial institution for Calidi’s corporate credit card program with that financial institution. Calidi accounts for restricted cash in accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the balance sheet dates that comprise the total of the same such amounts shown in the consolidated statements of cash flows in accordance with ASU 2016-18 (in thousands): Schedule of Cash and Restricted Cash Reported in Financial Statements December 31, December 31, Cash $ 372 $ 2,137 Restricted cash included within prepaid expenses and other current assets 100 100 Restricted cash included deposits and other noncurrent assets 118 — Total cash and restricted cash as shown in the consolidated statements of cash flows $ 590 $ 2,237 |
Income taxes | Income taxes Calidi accounts for income taxes in accordance with ASC 740, Income Taxes Calidi accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized, if any. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Calidi recognizes any interest and penalties related to uncertain tax positions in income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. Calidi is not aware of any uncertain tax positions that could result in significant additional payments, accruals, or other material deviation for the years ended December 31, 2022 and 2021. Calidi is currently unaware of any tax issues under review. On December 22, 2017, the United States enacted major federal tax reform legislation, Public Law No. 115-97, commonly referred to as the 2017 Tax Cuts and Jobs Act (“2017 Tax Act”), which enacted a broad range of changes to the Internal Revenue Code. Changes to taxes on corporations impacted by the 2017 Tax Act include, but are not limited to, lowering the U.S. federal tax rates to a 21% flat tax rate, eliminating the corporate alternative minimum tax (“AMT”), imposing additional limitations on the deductibility of interest and net operating losses, allowing any net operating loss (“NOLs”) generated in tax years ending after December 31, 2017 to be carried forward indefinitely and generally repealing carrybacks, reducing the maximum deduction for NOL carryforwards arising in tax years beginning after 2017 to a percentage of the taxpayer’s taxable income, and allowing for additional expensing of certain capital expenditures. For tax years beginning after December 31, 2021, companies are required to capitalize all research and development expenditures that are experimental, and laboratory related incurred in their trade or business (sometimes referred to as a “Section 174 Expenditure” under the 2017 Tax Act). These Section 174 Expenditures are required to be amortized over a 5- or 15- year period for domestic or foreign eligible expenditures, respectively. As of December 31, 2022, Calidi has capitalized approximately $ 1.3 On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “Cares Act”) was enacted. The CARES Act included loans and grants to certain businesses, and temporary amendments to the Internal Revenue Code which changed net loss carryforward and back provisions and the business interest expenses limitation. Under the CARES Act provisions, the most relevant income tax considerations to Calidi relate to the amounts received under the PPP loan program and the possible forgiveness of those loans by the SBA. For the PPP loans Calidi received in 2020 and 2021, Calidi applied for and received forgiveness on both loans in 2021 (see Note 8), which was not taxable in the year of forgiveness. Calidi evaluated the impact of the CARES Act and determined that there was no impact to the consolidated income tax provision. On June 29, 2020, California enacted Assembly Bill No. 85, which generally prohibits the total amount of refunds or credit offsets that would otherwise be allowed for a taxable year beginning on or after January 1, 2020, and before January 1, 2023, from exceeding $ 5 On December 21, 2020, the U.S. president has signed into law the “Consolidated Appropriations Act, 2021” (“the Appropriations Act”) which includes further COVID-19 economic relief and extension of certain expiring tax provisions. The relief package includes a tax provision clarifying that businesses with forgiven PPP loans can deduct regular business expenses that are paid for with the loan proceeds for federal tax purposes. Additional pandemic relief tax measures include an expansion of the employee retention credit, enhanced charitable contribution deductions, and a temporary full deduction for business expenses for food and beverages provided by a restaurant. Calidi does not expect the Appropriations Act will have a material impact to its consolidated income tax provision. On March 11, 2021, the American Rescue Plan Act was signed into law and contained provisions relating to extending the Employee Retention Tax Credit, additional funding for the PPP loan and Economic Injury Disaster Loans, as well as expanded the covered employees under Section 162(m) for tax years beginning after December 31, 2026. Calidi does not expect the American Rescue Plan Act will have a material impact to its current consolidated income tax provision. On November 15, 2021, the Infrastructure Investment and Jobs Act was signed into law and contained several tax provisions including changes to the Employee Retention Tax Credit after September 30, 2021. Calidi does not expect the Infrastructure Investment and Jobs Act will have a material impact to its consolidated income tax provision (see Note 13). The Inflation Reduction Act of 2022 specifically introduces the topic of corporate alternative minimum tax (“CAMT”) on adjusted financial statement income on applicable corporations for taxable years beginning after December 31, 2022. Calidi does not expect the CAMT will have a material impact to its consolidated income tax provision (see Note 13). | |
Net loss per common share | Net loss per common share Earnings per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines earnings per share for the holders of Calidi’s common shares and participating securities. Although Calidi’s Convertible Preferred Stock contain participating rights in any dividend declared and paid by Calidi and are therefore participating securities, the Convertible Preferred Stock has no stated dividends and Calidi has never paid any cash dividends and does not plan to pay any dividends in the foreseeable future. Net loss attributable to common stockholders and participating securities is allocated to each share on an if-converted basis as if all of the earnings for the period had been distributed. However, the participating securities do not include a contractual obligation to share in the losses of Calidi and are not included in the calculation of net loss per share in the periods that have a net loss. In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted earnings per share in periods in which they have an anti-dilutive effect on net loss per common share. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. Contingently convertible notes payable and contingently convertible SAFEs were not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion contingency associated with the completion of a future financing event that had not occurred, and the contingency was not resolved, in the reporting periods presented herein. In periods in which Calidi reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Diluted net loss per share is equivalent to basic net loss per share for the periods presented herein because common stock equivalent shares from the Convertible Preferred Stock, convertible notes, stock option awards and outstanding warrants to purchase common stock (see Note 9) were antidilutive. As a result of Calidi reported net loss attributable to common stockholders for all periods presented herein, the following common stock equivalents were excluded from the computation of diluted net loss per common share for the six months ended June 30, 2023 and 2022 because including them would have been antidilutive (in thousands): Schedule of Computation of Diluted Net Loss per Common Share Six Months Ended 2023 2022 Stock options 23,487 24,395 Warrants for common stock 4,050 4,050 Founders preferred stock 10,402 10,402 Series A-1 preferred stock 4,316 4,316 Series A-2 preferred stock 2,545 2,545 Series B preferred stock (1) 2,014 — Convertible notes payable 481 437 Contingently convertible notes payable (2) — — Contingently convertible SAFE agreements (3) — — Total common stock equivalents 47,295 46,145 (1) Although the Series B preferred stock is classified as a liability as of the periods presented, the Series B preferred stock converts automatically at the Closing at $ 2.55 2.83 (2) The contingently convertible notes payable was not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion ratio associated with the pricing of a future financing event. Therefore, the contingently convertible notes payable’s conversion ratio, and the resulting number of dilutive shares, is not determinable until the contingency is resolved. However, there is a valuation cap that establishes a conversion ratio floor of $ 2.00 0.5 (3) The contingently convertible SAFEs were not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion ratio associated with the pricing of a future financing event. Therefore, the contingently convertible SAFE’s conversion ratio, and the resulting number of dilutive shares, is not determinable until the contingency is resolved. However, there is a conversion ratio for certain SAFEs containing a floor of $ 2.00 2.40 3.62 4.8 | Net loss per common share Earnings per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines earnings per share for the holders of Calidi’s common shares and participating securities. Although Calidi’s Convertible Preferred Stock contain participating rights in any dividend declared and paid by Calidi and are therefore participating securities, the Convertible Preferred Stock has no stated dividends and Calidi has never paid any cash dividends and does not plan to pay any dividends in the foreseeable future. Net loss attributable to common stockholders and participating securities is allocated to each share on an if-converted basis as if all of the earnings for the period had been distributed. However, the participating securities do not include a contractual obligation to share in the losses of Calidi and are not included in the calculation of net loss per share in the periods that have a net loss. In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted earnings per share in periods in which they have an anti-dilutive effect on net loss per common share. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. Contingently convertible notes payable and contingently convertible SAFEs were not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion contingency associated with the completion of a future financing event that had not occurred, and the contingency was not resolved, in the reporting periods presented herein. In periods in which Calidi reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Diluted net loss per share is equivalent to basic net loss per share for the periods presented herein because common stock equivalent shares from the Convertible Preferred Stock, convertible notes, stock option awards and outstanding warrants to purchase common stock (see Note 10) were antidilutive. As a result of Calidi reported net loss attributable to common stockholders for all periods presented herein, the following common stock equivalents were excluded from the computation of diluted net loss per common share for the twelve months ended December 31, 2022 and 2021 because including them would have been antidilutive (in thousands): Schedule of Computation of Diluted Net Loss per Common Share Year Ended 2022 2021 Stock options 23,914 21,886 Warrants for common stock 4,050 4,050 Founders preferred stock 10,402 10,402 Series A-1 preferred stock 4,316 4,166 Series A-2 preferred stock 2,545 2,288 Convertible notes payable 437 844 Contingently convertible notes payable (1) — — Contingently convertible SAFE agreements (2) — — Total common stock equivalents 45,664 43,636 (1) The contingently convertible notes payable was not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion ratio associated with the pricing of a future financing event. Therefore, the contingently convertible notes payable’s conversion ratio, and the resulting number of dilutive shares, is not determinable until the contingency is resolved. However, there is a valuation cap that establishes a conversion ratio floor of $ 2.00 2.40 576,000 540,000 (2) The contingently convertible SAFEs were not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion ratio associated with the pricing of a future financing event. Therefore, the contingently convertible SAFE’s conversion ratio, and the resulting number of dilutive shares, is not determinable until the contingency is resolved. However, there is a conversion ratio for certain SAFEs containing a floor of $ 2.00 2.40 3.62 4.8 |
Concentration of significant suppliers | Concentration of significant suppliers Calidi is dependent upon certain third-party contract manufacturers and third-party contract research organizations for the performance of portions of its testing for pre-clinical, manufacturing and clinical studies. Calidi believes that its relationships with these organizations are satisfactory, and that alternative suppliers of these services are available in the event of the loss of one or more of these suppliers. | |
Fair value option of accounting | Fair value option of accounting When financial instruments contain various embedded derivatives which may require bifurcation and separate accounting of those derivatives apart from the entire host instrument, if eligible, ASC 825, Financial Instruments Based on the eligibility assessment discussed above, Calidi concluded that its contingently convertible notes payable and certain term notes payable are eligible for the FVO and accordingly elected the FVO for those debt instruments. This election was made because of operational efficiencies in valuing and reporting for these debt instruments in their entirety at each reporting date (see Note 3 and Note 7 for additional disclosures). Contingently convertible notes payable and related party contingently convertible notes payable, which include the related contingently issuable warrants, (collectively referred to as “CCNPs”), contain a number of embedded derivatives, such as settlement of the contingent conversion features with variable number of shares of common stock, features which require bifurcation and separate accounting under GAAP, for which Calidi elected the FVO for the entire CCNP instrument. In addition, certain term notes payable and related party term notes payable were issued with separately exercisable and freestanding warrants to purchase common stock, were issued with substantial discounts at issuance and contained certain embedded derivatives to be bifurcated and accounted for separately for those term notes, unless the FVO is eligible and elected. Accordingly, Calidi qualified for and elected the FVO for the entire term notes payable instruments. Both the CCNP and the term notes payable, inclusive of their respective accrued interest at their stated interest rates (collectively referred to as the “FVO debt instruments”) were initially recorded at fair value as liabilities on the unaudited condensed consolidated balance sheets and were subsequently re-measured at fair value at the end of each reporting period presented within the unaudited condensed consolidated financial statements. The changes in the fair value of the FVO debt instruments are recorded in changes in fair value of debt and change in fair value of debt — related party, included as a component of other income and expenses, net, in the unaudited condensed consolidated statements of operations. The change in fair value related to the accrued interest components is also included within the single line of change in fair value of debt and change in fair value of debt — related party on the unaudited condensed consolidated statements of operations. See additional information on valuation methodologies and significant assumptions used in Note 3. | Fair value option of accounting When financial instruments contain various embedded derivatives which may require bifurcation and separate accounting of those derivatives apart from the entire host instrument, if eligible, ASC 825, Financial Instruments Based on the eligibility assessment discussed above, Calidi concluded that its contingently convertible notes payable and certain term notes payable are eligible for the FVO and accordingly elected the FVO for those debt instruments. This election was made because of operational efficiencies in valuing and reporting for these debt instruments in their entirety at each reporting date (see also Note 4 and Note 8 for additional disclosures). Contingently convertible notes payable and related party contingently convertible notes payable, which include the related contingently issuable warrants, (collectively referred to as “CCNPs”), contain a number of embedded derivatives, such as settlement of the contingent conversion features with variable number of shares of common stock, features which require bifurcation and separate accounting under GAAP, for which Calidi elected the FVO for the entire CCNP instrument (see Note 8). In addition, as of December 31, 2021, certain term notes payable and related party term notes payable were issued with separately exercisable and freestanding warrants to purchase common stock, were issued with substantial discounts at issuance and contained certain embedded derivatives to be bifurcated and accounted for separately for those term notes, unless the FVO is eligible and elected. Accordingly, for the year ended December 31, 2021, Calidi qualified for and elected the FVO for the entire term notes payable instruments, for which such election was no longer applicable for the year ended December 31, 2022 primarily due to the maturity and extension of those term notes. Accordingly, as of December 31, 2022, there are no term notes that are accounted for under the FVO (see Note 8). The CCNP, inclusive of its respective accrued interest at the stated interest rates (collectively referred to as the “FVO debt instruments”) was initially recorded at fair value as liabilities on the consolidated balance sheets and was subsequently re-measured at fair value at the end of each reporting period presented within the consolidated financial statements. The changes in the fair value of the FVO debt instruments are recorded in changes in fair value of debt and change in fair value of debt — related party, included as a component of other income and expenses, net, in the consolidated statements of operations. The change in fair value related to the accrued interest component is also included within the single line of change in fair value of debt and change in fair value of debt — related party on the consolidated statements of operations. See additional information on valuation methodologies and significant assumptions used in Note 4. |
Fair value measurements | Fair value measurements Calidi follows ASC 820, Fair Value Measurement ASC 820 establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are as follows: Level 1: Quoted prices in active markets for identical assets and liabilities; Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities, which require the reporting entity to develop its own assumptions. When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows, within Level 2 of the valuation hierarchy. In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy. See Note 3 for fair value measurements. | Fair value measurements Calidi follows ASC 820, Fair Value Measurement ASC 820 establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are as follows: Level 1: Quoted prices in active markets for identical assets and liabilities; Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities, which require the reporting entity to develop its own assumptions. When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows, within Level 2 of the valuation hierarchy. In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy. See Note 4 for fair value measurements. |
Derivative financial instruments | Derivative financial instruments Calidi does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Calidi evaluates all of its financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815 Derivatives and Hedging Calidi reviews the terms of other financial instruments such as convertible and contingently convertible secured debt, equity instruments, including warrants and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument in accordance with ASC 815. Additionally, in connection with the issuance of financing instruments, Calidi may issue freestanding options or warrants, including options or warrants to non-employees in exchange for consulting or other services performed. Calidi evaluates equity or liability classification for common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity As of June 30, 2023 and December 31, 2022, Calidi does not have any freestanding derivative financial instruments, or embedded derivative financial instruments that were accounted for separately from its host contract pursuant to ASC 815 and the above discussion on the FVO debt instruments (see Note 7). | Derivative financial instruments Calidi does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Calidi evaluates all of its financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815 Derivatives and Hedging Calidi reviews the terms of other financial instruments such as convertible and contingently convertible secured debt, equity instruments, including warrants and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument in accordance with ASC 815. Additionally, in connection with the issuance of financing instruments, Calidi may issue freestanding options or warrants, including options or warrants to non-employees in exchange for consulting or other services performed. Calidi evaluates equity or liability classification for common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity As of December 31, 2022 and 2021, Calidi does not have any freestanding derivative financial instruments, or embedded derivative financial instruments that were accounted for separately from its host contract pursuant to ASC 815 and the above discussion on the FVO debt instruments (see Note 8). |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments | Recently adopted accounting pronouncements In May 2021 , , Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments ( ), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity s Own Equity (Subtopic 815-40): Issuer s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ” |
Unaudited interim financial information | Unaudited interim financial information The accompanying unaudited condensed consolidated financial statements as of June 30, 2023, and for the six months ended June 30, 2023 and 2022, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments necessary, all of which are of a normal and recurring nature, to state fairly Calidi’s financial position, results of operations and cash flows. Interim results are not necessarily indicative of results for a full year or future periods. These unaudited condensed consolidated financial statements should be read in conjunction with Calidi’s audited consolidated financial statements for the year ended December 31, 2022, included elsewhere in this registration statement. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the FASB. | |
Principles of consolidation | Principles of consolidation The accompanying unaudited condensed consolidated financial statements of Calidi include the accounts of its wholly owned subsidiary, StemVac GmbH (“StemVac”), a company organized under the laws of Germany, and Calidi Biotherapeutics Australia Pty Ltd (“Calidi Australia”), a wholly owned Australian subsidiary. StemVac’s primary operating activities include process development and other research and development activities for the SNV1 program performed for Calidi under a cost-plus intercompany development agreement funded by Calidi. Calidi Australia’s principal purpose is for conducting a part of the SNV1 clinical trials in Australia. Variable interest entities (“VIEs”) are legal entities that either have an insufficient amount of equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the holders of equity investment at risk lack the ability to direct the entity’s activities that most significantly impact economic performance through voting or similar rights, or do not have the obligation to absorb the expected losses or the right to receive expected residual returns of the entity. For all VIEs in which Calidi is involved, it assesses whether it is the primary beneficiary on an ongoing basis. In circumstances where Calidi has both the power to direct the activities that most significantly impact the VIEs performance and the obligation to absorb losses or the right to receive the benefits of the VIE that could be significant, Calidi would conclude that it is the primary beneficiary of the VIE, and Calidi consolidates the VIE. In situations where Calidi is not deemed to be the primary beneficiary of the VIE, it does not consolidate the VIE and only recognizes Calidi’s interests in the VIE. Calidi Cure LLC (“Calidi Cure”), a Delaware limited liability company formed in June 2023, is a special purpose vehicle entity that is solely managed and operated by Allan J. Camaisa, Chief Executive Officer and Chairman of the Board of Directors of Calidi. Calidi Cure was created for the sole purpose of supporting the Series B Preferred Stock financing arrangement for Calidi (see Notes 9 and 14), has no other operations, and will be dissolved upon the closing of the business combination between Calidi and FLAG. As such, the level of equity in Calidi Cure is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by other parties. Accordingly, it was determined that Calidi Cure is a VIE and Calidi is the primary beneficiary. As such, Calidi has consolidated Calidi Cure into its condensed consolidated financial statements presented herein. The accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of Calidi’s financial condition and results of operations. All material intercompany accounts and transactions have been eliminated in consolidation. | Principles of consolidation The accompanying consolidated financial statements of Calidi include the accounts of its wholly owned subsidiary, StemVac GmbH (“StemVac”), a company organized under the laws of Germany. StemVac’s primary operating activities include process development and other research and development activities for the SNV1 program performed for Calidi under a cost-plus intercompany development agreement funded by Calidi. In October 2022, Calidi formed Calidi Biotherapeutics Australia Pty Ltd (“Calidi Australia”), a wholly owned Australian subsidiary for the principal purpose of conducting a part of its SNV1 clinical trials in Australia. The accompanying consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of Calidi’s financial condition and results of operations. All material intercompany accounts and transactions have been eliminated in consolidation. |
Leases | Leases Calidi accounts for leases in accordance with ASC 842, Leases (i) greater than or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset; and (ii) greater than or equal to 90% to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset. For operating leases, Calidi recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the consolidated balance sheet, while leases with terms of twelve months or less are not capitalized. ROU assets represent the right to use an underlying asset during the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most leases do not provide an implicit rate, Calidi uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Calidi uses the implicit rate when it is readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that Calidi will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Calidi discloses the amortization of ROU assets and operating lease payments as a net amount, “Amortization of right-of-use assets and liabilities”, on the consolidated statements of cash flows. Finance leases are included in machinery and equipment, and in finance lease liabilities, current and noncurrent, in the consolidated balance sheets. See Note 13 for the Sand Diego Office lease which commenced on March 1, 2023, and was accounted for as an operating lease in accordance with ASC 842. | Leases Calidi accounts for leases in accordance with ASC 842, Leases For operating leases, Calidi recognizes right-of-use (“ROU”) assets and lease liabilities for leases with terms greater than twelve months in the consolidated balance sheet, while leases with terms of twelve months or less are not capitalized. ROU assets represent the right to use an underlying asset during the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most leases do not provide an implicit rate, Calidi uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Calidi uses the implicit rate when it is readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that Calidi will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Calidi discloses the amortization of ROU assets and operating lease payments as a net amount, “Amortization of right-of-use assets and liabilities”, on the consolidated statements of cash flows. Finance leases are included in machinery and equipment, and in finance lease liabilities, current and noncurrent, in the consolidated balance sheets. |
Classification of Founders, Series A-1, Series A-2 and Series B convertible preferred stock | Classification of Founders, Series A-1, and Series A-2 convertible preferred stock Calidi has classified its Founders, Series A-1 and Series A-2 convertible preferred stock (collectively “Convertible Preferred Stock”) outside of permanent equity because the Convertible Preferred Stock contains certain redemption features that result in those shares being redeemable upon the occurrence of certain events that are not solely within Calidi’s control, including liquidation, sale or transfer of control. Accordingly, the Convertible Preferred Stock is recorded outside of permanent equity and is subject to the classification guidance provided under ASC 480-10-S99. Because dividends are not contractually required to be accrued on the Convertible Preferred Stock as there is no stated or required dividend rate per annum, Calidi is not required the accrete dividends into the carrying amount of the Convertible Preferred Stock in anticipation of a future contingent event or redemption value. Accordingly, Calidi did not adjust the carrying values of the Convertible Preferred Stock to the respective liquidation preferences of such shares because of the uncertainty of whether or when such events would occur. As of June 30, 2023 and December 31, 2022, no events have occurred that would require such an adjustment to the carrying value of Convertible Preferred Stock (see Note 9). | Classification of Founders, Series A-1, Series A-2 and Series B convertible preferred stock Calidi has classified its Founders, Series A-1, Series A-2 and Series B convertible preferred stock (collectively “Convertible Preferred Stock”) outside of permanent equity because the Convertible Preferred Stock contains certain redemption features that result in those shares being redeemable upon the occurrence of certain events that are not solely within Calidi’s control, including liquidation, sale or transfer of control. Accordingly, the Convertible Preferred Stock is recorded outside of permanent equity and is subject to the classification guidance provided under ASC 480-10-S99. Because dividends are not contractually required to be accrued on the Convertible Preferred Stock as there is no stated or required dividend rate per annum, Calidi is not required the accrete dividends into the carrying amount of the Convertible Preferred Stock in anticipation of a future contingent event or redemption value. Accordingly, Calidi did not adjust the carrying values of the Convertible Preferred Stock to the respective liquidation preferences of such shares because of the uncertainty of whether or when such events would occur. As of December 31, 2022 and 2021, no events have occurred that would require such an adjustment to carrying value of Convertible Preferred Stock (see Note 10). |
Classification of Series B convertible preferred stock – liability classified | Classification of Series B convertible preferred stock – liability classified Calidi has classified its Series B convertible preferred stock (“Series B Convertible Preferred Stock”) as a liability pursuant to the classification guidance provided under ASC 480-10-25-14, Distinguishing Liabilities from Equity 7.6 2.4 5.150 0.1 | |
Debt issuance costs | Debt issuance costs Debt issuance costs incurred to obtain debt financings are deferred and are amortized over the term of the debt using the effective interest method for all debt financings in which the fair value option has not been elected. Debt issuance costs on debt financings in which the fair value option is not elected are recorded as a reduction to the carrying value of the debt and are amortized to interest expense or interest expense — related party, as applicable, in the unaudited condensed consolidated statements of operations. For any debt financing in which Calidi has elected the fair value option, any debt issuance costs associated with the debt financing are immediately recognized in interest expense in the unaudited condensed consolidated statements of operations and are not deferred (see above discussion on the FVO election and Note 7). | Debt issuance costs Debt issuance costs incurred to obtain debt financings are deferred and are amortized over the term of the debt using the effective interest method for all debt financings in which the fair value option has not been elected. Debt issuance costs on debt financings in which the fair value option is not elected are recorded as a reduction to the carrying value of the debt and are amortized to interest expense or interest expense — related party, as applicable, in the consolidated statements of operations. For any debt financing in which Calidi has elected the fair value option, any debt issuance costs associated with the debt financing are immediately recognized in interest expense in the consolidated statements of operations and are not deferred (see above discussion on the FVO election and Note 8). |
Government grants | Government grants On October 27, 2022, the California Institute for Regenerative Medicine (“CIRM”) approved Calidi’s application for a CIRM grant for Calidi’s continued development of the SNV1 program. CIRM awarded Calidi approximately $ 3.1 0.8 Proceeds from the CIRM grant are recognized over the period necessary to match the related research and development expenses when it is probable that Calidi has complied with the CIRM conditions and will receive the proceeds pursuant to the milestones defined in the grant as reimbursement of those expenditures. The CIRM grant proceeds, if any, received in advance of having incurred the related research and development expenses are recorded in accrued expenses and other current liabilities and recognized as grant income included in other income and expenses, net, on Calidi’s consolidated statement of operations when the related research and developments expenses are incurred. As of December 31, 2022, no 1,520,000 1,580,000 | Government grants On October 27, 2022, the California Institute for Regenerative Medicine (“CIRM”) approved Calidi’s application for a CIRM grant for Calidi’s continued development of the SNV1 program. CIRM awarded Calidi approximately $ 3.1 0.8 Proceeds from the CIRM grant are recognized over the period necessary to match the related research and development expenses when it is probable that Calidi has complied with the CIRM conditions and will receive the proceeds pursuant to the milestones defined in the grant as reimbursement of those expenditures. The CIRM grant proceeds, if any, received in advance of having incurred the related research and development expenses are recorded in accrued expenses and other current liabilities and recognized as other income on Calidi’s consolidated statement of operations when the related research and developments expenses are incurred. As of December 31, 2022, no 740,000 |
Research and development expenses | Research and development expenses Research and development expenses are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including compensation-related expenses for research and development personnel, including stock-based compensation expense, preclinical and clinical activities, costs of manufacturing, overhead expenses including facilities and laboratory expenses, materials and supplies, amounts paid to consultants and outside service providers, and depreciation and amortization. Upfront and annual license payments related to acquired technologies or technology licenses which have not yet reached technological feasibility and have no alternative future use are also included in research and development expense in the period in which they are incurred. | Research and development expenses Research and development expenses are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including compensation-related expenses for research and development personnel, including stock-based compensation expense, preclinical and clinical activities, costs of manufacturing, overhead expenses including facilities and laboratory expenses, materials and supplies, amounts paid to consultants and outside service providers, and depreciation and amortization. Upfront and annual license payments related to acquired technologies or technology licenses which have not yet reached technological feasibility and have no alternative future use are also included in research and development expense in the period in which they are incurred. |
General and administrative expenses | General and administrative expenses General and administrative expenses consist primarily of salaries and related costs, including stock-based compensation expense, for personnel in executive, finance and accounting, business development, operations and administrative functions. General and administrative expenses also include fees for legal, patent prosecution, legal settlements, consulting, charge off of deferred financing costs for aborted or terminated financing offerings, accounting and audit services as well as insurance, outside service providers, direct and allocated facility-related costs and depreciation and amortization. | General and administrative expenses General and administrative expenses consist primarily of salaries and related costs, including stock-based compensation expense, for personnel in executive, finance and accounting, business development, operations and administrative functions. General and administrative expenses also include fees for legal, patent prosecution, legal settlements, consulting, charge off of deferred financing costs for aborted or terminated financing offerings, accounting and audit services as well as insurance, outside service providers, direct and allocated facility-related costs and depreciation and amortization. |
Segments | Segments Calidi’s executive management team, as a group, represents the entity’s chief operating decision makers. To date, Calidi’s executive management team has viewed Calidi’s operations as one segment that includes the research, development and commercialization efforts of cell-based platforms to potentiate oncolytic virus therapies. As a result, the financial information disclosed materially represents all of the financial information related to Calidi’s sole operating segment. Substantially all of Calidi’s consolidated operating activities, including its long-lived assets, are located within the U.S. and considering Calidi’s limited revenue operating stage, Calidi currently has no concentration exposure to products or customers. | Segments Calidi’s executive management team, as a group, represents the entity’s chief operating decision makers. To date, Calidi’s executive management team has viewed Calidi’s operations as one segment that includes the research, development and commercialization efforts of cell-based platforms to potentiate oncolytic virus therapies. As a result, the financial information disclosed materially represents all of the financial information related to Calidi’s sole operating segment. Substantially all of Calidi’s consolidated operating activities, including its long-lived assets, are located within the U.S. and considering Calidi’s limited revenue operating stage, Calidi currently has no concentration exposure to products or customers. |
Recently issued accounting pronouncements not yet adopted | Recently issued accounting pronouncements not yet adopted In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements | Recently issued accounting pronouncements not yet adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions |
Machinery and equipment | Machinery and equipment Machinery and equipment are stated at cost, less accumulated depreciation, and includes assets purchased under financing leases. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally over a period of 3 5 | |
Impairment of long-lived assets | Impairment of long-lived assets Calidi assesses the impairment of long-lived assets, which consist primarily of right-of-use assets for operating leases and machinery and equipment, whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded in Calidi’s consolidated statements of operations. | |
Business combinations and asset acquisitions | Business combinations and asset acquisitions Calidi evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test analysis to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen test is met, the transaction is accounted for as an asset acquisition. If the screen test is not met, further determination is required to assess if Calidi acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business combination. If determined to be a business combination, Calidi accounts for the transaction under the acquisition method of accounting as indicated in ASC 805, Business Combinations Calidi evaluates whether identifiable assets are similar by assessing the existence of interdependency between the identifiable assets, and by considering the nature of each single identifiable asset and the risks associated with managing and creating outputs from the assets. If determined to be an asset acquisition of a single identifiable asset or group of similar identifiable assets, then Calidi accounts for the transaction under ASC 805-50 and recognizes assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. Consideration given in cash is measured by the amount of cash paid and non-cash consideration is measured based on its fair value at the time of issuance. Transaction costs of the asset acquisition are included in the consideration paid for an acquired asset. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values. When accounting for an asset acquisition that includes in-process research and development (“IPR&D”) assets and costs, Calidi applies the requirements under ASC 730, Research and Development, Calidi assesses the terms of the asset acquisition to determine whether consideration payable at a future date is contingent consideration or seller financing. If the payment depends on the occurrence of a specified future event or the meeting of a condition and the event or condition is substantive, the additional consideration is accounted for as contingent consideration. If the additional payment depends only on the passage of time or is based on a future event or the meeting of a condition that is not substantive, the arrangement is accounted for as seller financing. Contingent consideration payments accounted at a later date are recognized when the contingency is resolved and the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative or is probable that a liability has been incurred and the amount can be reasonably estimated, in which case the amount is accounted for separately and becomes part of the basis in the asset acquired). Upon recognition of the contingent consideration payment, the amount is capitalized as part of the cost of the assets acquired and allocated to increase the eligible assets on a relative fair value basis. However, if the contingent consideration is related to IPR&D assets with no alternative future use, the amount of the contingent payment is expensed. All amounts expensed as IPR&D without alternative future use are part of research and development presented separately on the consolidated statements of operations for all periods presented. There were no business combinations during the years ended December 31, 2022 and 2021. See Note 3 for certain asset acquisitions during the year ended December 31, 2021. | |
Beneficial conversion features | Beneficial conversion features Prior to the January 1, 2021 adoption of ASU 2020-06, convertible debt or equity financings in which other financial instruments are concurrently issued, such as warrants or common stock, if the amount allocated to a convertible debt or convertible preferred stock instrument results in an effective per share conversion price that is less than the fair value of Calidi’s preferred stock or common stock on the issuance date, the intrinsic value of this beneficial conversion feature (“BCF”) is recorded as a discount to the convertible instrument, with a corresponding increase to additional paid in capital. The BCF discount is equal to the difference between the effective conversion price and the fair value of Calidi’s convertible preferred stock or common stock at the issuance date, unless limited by the remaining proceeds allocated to the convertible debt or preferred stock instrument. The resulting discount on convertible notes, if any, is amortized to interest expense over the term of the convertible debt, while the resulting discount on convertible preferred stock, if any, is recognized as a deemed dividend. Beginning on the January 1, 2021 adoption date, Calidi is no longer required to perform a BCF evaluation in such convertible debt or equity financings in which other financial instruments are concurrently issued, among other changes implemented by this new standard. | |
Revenue recognition | Revenue recognition To date, Calidi has not generated any revenues from commercial products. Calidi analyzes its research collaboration arrangements to assess whether they are within the scope of ASC Topic 808, Collaborative Arrangements If Calidi concludes that some or all aspects of the arrangement represent a transaction with a customer, Calidi accounts for those aspects of the arrangement within the scope of ASC Topic 606, Revenue from Contracts with Customers If a contract is determined to be within the scope of ASC 606 at inception, Calidi assesses the goods or services promised within the contract, determines which of those goods and services are performance obligations, and assesses whether each promised good or service is distinct. Calidi considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, Calidi combines that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. Calidi may provide options to additional goods or services in such arrangements exercisable at a customer’s discretion. Calidi assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The identification of material rights requires judgments related to the determination of the value of the underlying good and services to the optional price, if any, that may be offered. Calidi determines the transaction price based on the amount of consideration that Calidi expects to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. Calidi then allocates the transaction price to each performance obligation based on the relative standalone selling prices (“SSP”). SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. In developing the SSP for a performance obligation, Calidi considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. If the consideration promised in a contract includes a variable amount, Calidi estimates the amount of consideration to which it will be entitled by using the expected value method or the most likely amount method. Calidi includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At each reporting period, Calidi re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Calidi recognizes revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied, either at a point in time or over time, and if over time, recognition is based on the use of an output or input method. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in Calidi’s consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months, deferred revenue will be classified in current liabilities. Revenue recognized, if any, prior to contractual billings made to the customer, and if Calidi expects to have an unconditional right to receive the consideration in the next twelve months, these contractual assets are included in other current assets in Calidi’s consolidated balance sheets. As of December 31, 2022, there is no deferred revenue or contractual assets recorded. See Note 12 for contractual assets balances as of December 31, 2021. Calidi further analyzes changes to contracts from customers to assess whether they qualify as a contract modification within the scope of ASC 606. Calidi considers that a contract modification exists when the parties to a contract approve a modification that either creates new, or changes, existing enforceable rights and obligations of the parties to the contract. Calidi considers that a contract approval could be approved in writing, by oral agreement, or implied by customary practices. Whenever a change in the scope or price, or both, of a contract is approved by the parties to the contract, Calidi analyzes whether the contract modification qualifies as a separate contract or a contract combination. Calidi accounts for a contract modification as a separate contract when (i) the scope of the contract increases because of the addition of promised goods or services that are distinct and (ii) the price of the contract increases by an amount of consideration that reflects Calidi’s SSP of the additional promised goods or services and any appropriate adjustments to that price to reflect the circumstances of the particular contract. If the modification is not accounted for as a separate contract, Calidi analyzes whether one of the following should occur: (i) a termination of the original contract and the creation of a new contract, (ii) a cumulative catch-up adjustment to the original contract, or (iii) a combination of (i) and (ii) in a way that faithfully reflects the economics of the transaction. Revenues recognized during the years ended December 31, 2022 and 2021, have been recorded under ASC 606 from a service agreement with a customer that was completed during the year ended December 31, 2022 (see Note 12). | |
Cost of revenues | Cost of revenues Cost of revenues generally consist of cost of materials, direct labor including benefits and stock-based compensation, equipment and infrastructure expenses associated with performing the services for the customer contract. Infrastructure expenses include depreciation of laboratory equipment and certain allocated costs such as rent, insurance and information technology. | |
Foreign currency translation adjustments and other comprehensive income or loss | Foreign currency translation adjustments and other comprehensive income or loss StemVac, Calidi’s wholly owned subsidiary, is located and operates in Germany and its functional currency is the Euro. Calidi Australia, Calidi’s wholly owned subsidiary, is located and operates in Australia and its functional currency is the Australian Dollar (“AUD”). Accordingly, StemVac’s and Calidi Australia’s assets and liabilities are translated using respective published exchange rates in effect at the consolidated balance sheet date. Expenses and cash flows are translated using respective approximate weighted average exchange rates for the reporting period. Resulting foreign currency translation adjustments are recorded as other comprehensive income or loss, net of tax, in the consolidated statements of comprehensive income or loss and included as a component of accumulated other comprehensive income or loss on the consolidated balance sheets. For the years ended December 31, 2022 and 2021, comprehensive loss includes such foreign currency translation adjustments and was insignificant for all periods presented. | |
Foreign currency transaction gains and losses | Foreign currency transaction gains and losses For transactions denominated in currencies other than the U.S. dollar, Calidi recognizes foreign currency transaction gains and losses in the consolidated statements of operations and classifies the gain or loss based on the nature of the item that generated it. Calidi’s foreign currency transaction gains and losses are principally generated by intercompany transfers to StemVac denominated in Euros to pay for the research and development activities performed by StemVac under an intercompany development agreement with Calidi. Furthermore, Calidi’s foreign currency transaction gains and losses include intercompany transfers to Calidi Australia denominated in AUD to pay for the research and development activities performed by Calidi Australia. These foreign currency remeasurement gains and losses are included in other income and expenses, net, and were insignificant for all periods presented. | |
Stock-based compensation | Stock-based compensation Calidi recognizes compensation expense related to employee option grants and restricted stock grants, if any, in accordance with ASC 718, Compensation — Stock Compensation Calidi measures all stock options and other stock-based awards granted based on the fair value of the award on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. Calidi has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service condition is recognized in the period of the forfeiture. Generally and unless otherwise specified, Calidi grants stock options with service-based only vesting conditions and records the expense for these awards using the straight-line method over the requisite service period. Calidi classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. Calidi estimates the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation The fair value of each stock option grant is estimated using the Black-Scholes option-pricing model. Calidi is a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the biotechnology industry with characteristics similar to Calidi. The expected term of Calidi’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options provided under Staff Accounting Bulletin, Topic 14 | |
First Light Acquisition Group Inc [Member] | ||
Basis of presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s 2022 Annual Report on Form 10-K as filed with the SEC on March 31, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes in the reported period. While the significant estimates made by management in the preparation of the financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the Company in preparing its financial statements that involve complex situations and judgment in the development of significant estimates and assumptions. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) | Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes in the reported period. While the significant estimates made by management in the preparation of the financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the Company in preparing its financial statements that involve complex situations and judgment in the development of significant estimates and assumptions. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 669,867 93,892 no | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 93,892 1,062,653 no FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS |
Restricted cash | Cash Held in Trust Account Following the closing of the Initial Public Offering on September 14, 2021, an amount of $ 230,000,000 100 15 18,871,976 190,010,529 4,128,024 43,214,249 42,453,107 | Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on September 14, 2021, an amount of $ 230,000,000 100 18,871,976 190,010,529 4,128,024 42,453,107 230,004,784 |
Offering Costs Associated with IPO | Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on September 14, 2021, offering costs totaling $ 22,517,064 2,335,058 8,050,000 640,129 11,491,877 989,674 21,527,389 On December 6, 2022, the underwriter waived its right to the deferred underwriting fee of $ 8,050,000 | Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—”Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on September 14, 2021, offering costs totaling $ 22,517,064 2,335,058 8,050,000 640,129 11,491,877 989,674 21,527,390 |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On September 19, 2022, certain investors redeemed 18,871,976 190,010,529 4,128,024 4,128,024 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. The Company recorded accretion of $ 307,306 761,142 43,214,249 42,453,107 | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On September 19, 2022, certain investors redeemed 18,871,976 190,010,529 4,128,024 4,128,024 23,000,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On December 31, 2021, the Company recorded an accretion of $ 31,636,390 13,567,035 18,069,355 31,641,174 230,004,784 2,458,852 42,453,107 FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS |
Income taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no |
Net loss per common share | Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income (loss) per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. The following table reflects the calculation of basic and diluted net loss per common share for the three and six months ended June 30, 2023: Schedule of Computation Details of Final Net Income Loss Available to Common Stockholders Three Months Ended Net loss $ (4,268,408 ) Accretion of temporary equity to redemption value (307,306 ) Net loss including accretion of temporary equity to redemption value $ (4,575,714 ) Schedule of Earnings Per Share, Basic and Diluted Class A Class B Three Months Ended June 30, 2023 Class A Class B Allocation of net loss including accretion of temporary equity $ (1,912,190 ) $ (2,663,524 ) Plus: Accretion applicable to Class A redeemable shares 307,306 — Total loss by Class $ (1,604,884 ) $ (2,663,524 ) Weighted average number of shares 4,128,024 5,750,000 Loss per share $ (0.39 ) $ (0.46 ) Six Months Ended Net loss $ (6,492,948 ) Accretion of temporary equity to redemption value (761,142 ) Net loss including accretion of temporary equity to redemption value $ (7,254,090 ) Class A Class B Six Months Ended June 30, 2023 Class A Class B Allocation of net loss including accretion of temporary equity $ (3,031,481 ) $ (4,222,609 ) Plus: Accretion applicable to Class A redeemable shares 761,142 — Total loss by Class $ (2,270,339 ) $ (4,222,609 ) Weighted average number of shares 4,128,024 5,750,000 Loss per share $ (0.55 ) $ (0.73 ) FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) The following table reflects the calculation of basic and diluted net income per common share for the three and six months ended June 30, 2022 (in dollars, except per share amounts): Three Months Ended Net income $ 4,161,210 Accretion of temporary equity to redemption value (159,999 ) Net income including accretion of temporary equity to redemption value $ 4,001,211 Class A Class B Three Months Ended Class A Class B Allocation of net income including accretion of temporary equity $ 3,200,969 $ 800,242 Plus: Accretion applicable to Class A redeemable shares 159,999 — Total income by Class $ 3,360,968 $ 800,242 Weighted average number of shares 23,000,000 5,750,000 Income per share $ 0.15 $ 0.14 Six Months Ended Net income $ 5,623,403 Accretion of temporary equity to redemption value (178,770 ) Net income including accretion of temporary equity to redemption value $ 5,444,633 Class A Class B Six Months Ended Class A Class B Allocation of net income including accretion of temporary equity $ 4,355,706 $ 1,088,927 Plus: Accretion applicable to Class A redeemable shares 178,770 — Plus: Accretion applicable to Class redeemable shares 178,770 — Total income by Class $ 4,534,476 $ 1,088,927 Weighted average number of shares 23,000,000 5,750,000 Income per share $ 0.20 $ 0.19 | Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per Class A redeemable common stock and loss per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. The following tables reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): Schedule of Computation Details of Final Net Income Loss Available to Common Stockholders For the Year Ended Net income $ 3,530,190 Accretion of temporary equity to redemption value (2,458,852 ) Net income including accretion of temporary equity to redemption value $ 1,071,338 Schedule of Earnings Per Share, Basic and Diluted Class A Class B For the Year Class A Class B Allocation of net income including accretion of temporary equity $ 808,358 $ 262,980 Plus: accretion applicable to Class A redeemable shares 2,458,852 — Total income by Class $ 3,267,210 $ 262,980 Weighted average number of shares 17,674,483 5,750,000 Income per share $ 0.18 $ 0.05 FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS For the period from Net income 3,386,750 Accretion of temporary equity to redemption value (31,641,174 ) Net loss including accretion of temporary equity to redemption value $ (28,254,424 ) Class A Class B For the period from Class A Class B Allocation of net loss including accretion of temporary equity $ (22,485,584 ) $ (5,768,840 ) Plus: accretion applicable to Class A redeemable shares 31,641,174 — Total income (loss) by Class $ 9,155,590 $ (5,768,840 ) Weighted average number of shares 8,890,071 5,750,000 Income (loss) per share $ 1.03 $ (1.00 ) |
Concentration of significant suppliers | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $ 250,000 |
Fair value option of accounting | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Fair value measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS |
Derivative financial instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“ASC 815). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrant Liability | Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net in the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary share warrants. At that time, the portion of the warrant liability related to the ordinary share warrants was reclassified to additional paid-in capital. | Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net in the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary share warrants. At that time, the portion of the warrant liability related to the ordinary share warrants was reclassified to additional paid-in capital. |
Contingent Interest Liability | Contingent Interest Liability The Company accounts for interest on promissory notes that are payable upon a successful business combination in accordance with ASC Topic 470, “Debt” and ASC 815. The contingent interest meets the criteria of an embedded derivative which requires bifurcation and separate accounting at fair value with changes in the fair value at subsequent reporting dates recorded to the statement of operations. The contingent interest liability is also treated as an issuance cost of the promissory notes and is recorded against a debt discount. See Note 5. | Contingent Interest Liability The Company accounts for interest on promissory notes that are payable upon a successful business combination in accordance with ASC Topic 470, “Debt” and ASC 815. The contingent interest meets the criteria of an embedded derivative which requires bifurcation and separate accounting at fair value with changes in the fair value at subsequent reporting dates recorded to the statement of operations. The contingent interest liability is also treated as an issuance cost of the promissory notes and is recorded against a debt discount. See Note 5. |
Related Parties | Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. | Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Recently adopted accounting pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Cash and Restricted Cash Reported in Financial Statements | The following table provides a reconciliation of cash and restricted cash reported within the balance sheet dates that comprise the total of the same such amounts shown in the unaudited condensed consolidated statements of cash flows in accordance with ASU 2016-18 (in thousands): Schedule of Cash and Restricted Cash Reported in Financial Statements June 30, December 31, Cash $ 1,918 $ 372 Restricted cash included within prepaid expenses and other current assets 250 100 Restricted cash included within deferred financing and other noncurrent assets 118 118 Total cash and restricted cash as shown in the unaudited condensed consolidated statements of cash flows $ 2,286 $ 590 | The following table provides a reconciliation of cash and restricted cash reported within the balance sheet dates that comprise the total of the same such amounts shown in the consolidated statements of cash flows in accordance with ASU 2016-18 (in thousands): Schedule of Cash and Restricted Cash Reported in Financial Statements December 31, December 31, Cash $ 372 $ 2,137 Restricted cash included within prepaid expenses and other current assets 100 100 Restricted cash included deposits and other noncurrent assets 118 — Total cash and restricted cash as shown in the consolidated statements of cash flows $ 590 $ 2,237 |
Schedule of Computation of Diluted Net Loss per Common Share | As a result of Calidi reported net loss attributable to common stockholders for all periods presented herein, the following common stock equivalents were excluded from the computation of diluted net loss per common share for the six months ended June 30, 2023 and 2022 because including them would have been antidilutive (in thousands): Schedule of Computation of Diluted Net Loss per Common Share Six Months Ended 2023 2022 Stock options 23,487 24,395 Warrants for common stock 4,050 4,050 Founders preferred stock 10,402 10,402 Series A-1 preferred stock 4,316 4,316 Series A-2 preferred stock 2,545 2,545 Series B preferred stock (1) 2,014 — Convertible notes payable 481 437 Contingently convertible notes payable (2) — — Contingently convertible SAFE agreements (3) — — Total common stock equivalents 47,295 46,145 (1) Although the Series B preferred stock is classified as a liability as of the periods presented, the Series B preferred stock converts automatically at the Closing at $ 2.55 2.83 (2) The contingently convertible notes payable was not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion ratio associated with the pricing of a future financing event. Therefore, the contingently convertible notes payable’s conversion ratio, and the resulting number of dilutive shares, is not determinable until the contingency is resolved. However, there is a valuation cap that establishes a conversion ratio floor of $ 2.00 0.5 (3) The contingently convertible SAFEs were not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion ratio associated with the pricing of a future financing event. Therefore, the contingently convertible SAFE’s conversion ratio, and the resulting number of dilutive shares, is not determinable until the contingency is resolved. However, there is a conversion ratio for certain SAFEs containing a floor of $ 2.00 2.40 3.62 4.8 | As a result of Calidi reported net loss attributable to common stockholders for all periods presented herein, the following common stock equivalents were excluded from the computation of diluted net loss per common share for the twelve months ended December 31, 2022 and 2021 because including them would have been antidilutive (in thousands): Schedule of Computation of Diluted Net Loss per Common Share Year Ended 2022 2021 Stock options 23,914 21,886 Warrants for common stock 4,050 4,050 Founders preferred stock 10,402 10,402 Series A-1 preferred stock 4,316 4,166 Series A-2 preferred stock 2,545 2,288 Convertible notes payable 437 844 Contingently convertible notes payable (1) — — Contingently convertible SAFE agreements (2) — — Total common stock equivalents 45,664 43,636 (1) The contingently convertible notes payable was not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion ratio associated with the pricing of a future financing event. Therefore, the contingently convertible notes payable’s conversion ratio, and the resulting number of dilutive shares, is not determinable until the contingency is resolved. However, there is a valuation cap that establishes a conversion ratio floor of $ 2.00 2.40 576,000 540,000 (2) The contingently convertible SAFEs were not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion ratio associated with the pricing of a future financing event. Therefore, the contingently convertible SAFE’s conversion ratio, and the resulting number of dilutive shares, is not determinable until the contingency is resolved. However, there is a conversion ratio for certain SAFEs containing a floor of $ 2.00 2.40 3.62 4.8 |
First Light Acquisition Group Inc [Member] | ||
Schedule of Computation Details of Final Net Income Loss Available to Common Stockholders | The following table reflects the calculation of basic and diluted net loss per common share for the three and six months ended June 30, 2023: Schedule of Computation Details of Final Net Income Loss Available to Common Stockholders Three Months Ended Net loss $ (4,268,408 ) Accretion of temporary equity to redemption value (307,306 ) Net loss including accretion of temporary equity to redemption value $ (4,575,714 ) Six Months Ended Net loss $ (6,492,948 ) Accretion of temporary equity to redemption value (761,142 ) Net loss including accretion of temporary equity to redemption value $ (7,254,090 ) Three Months Ended Net income $ 4,161,210 Accretion of temporary equity to redemption value (159,999 ) Net income including accretion of temporary equity to redemption value $ 4,001,211 Six Months Ended Net income $ 5,623,403 Accretion of temporary equity to redemption value (178,770 ) Net income including accretion of temporary equity to redemption value $ 5,444,633 | The following tables reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): Schedule of Computation Details of Final Net Income Loss Available to Common Stockholders For the Year Ended Net income $ 3,530,190 Accretion of temporary equity to redemption value (2,458,852 ) Net income including accretion of temporary equity to redemption value $ 1,071,338 For the period from Net income 3,386,750 Accretion of temporary equity to redemption value (31,641,174 ) Net loss including accretion of temporary equity to redemption value $ (28,254,424 ) |
Schedule of Earnings Per Share, Basic and Diluted | Schedule of Earnings Per Share, Basic and Diluted Class A Class B Three Months Ended June 30, 2023 Class A Class B Allocation of net loss including accretion of temporary equity $ (1,912,190 ) $ (2,663,524 ) Plus: Accretion applicable to Class A redeemable shares 307,306 — Total loss by Class $ (1,604,884 ) $ (2,663,524 ) Weighted average number of shares 4,128,024 5,750,000 Loss per share $ (0.39 ) $ (0.46 ) Class A Class B Six Months Ended June 30, 2023 Class A Class B Allocation of net loss including accretion of temporary equity $ (3,031,481 ) $ (4,222,609 ) Plus: Accretion applicable to Class A redeemable shares 761,142 — Total loss by Class $ (2,270,339 ) $ (4,222,609 ) Weighted average number of shares 4,128,024 5,750,000 Loss per share $ (0.55 ) $ (0.73 ) Class A Class B Three Months Ended Class A Class B Allocation of net income including accretion of temporary equity $ 3,200,969 $ 800,242 Plus: Accretion applicable to Class A redeemable shares 159,999 — Total income by Class $ 3,360,968 $ 800,242 Weighted average number of shares 23,000,000 5,750,000 Income per share $ 0.15 $ 0.14 Class A Class B Six Months Ended Class A Class B Allocation of net income including accretion of temporary equity $ 4,355,706 $ 1,088,927 Plus: Accretion applicable to Class A redeemable shares 178,770 — Plus: Accretion applicable to Class redeemable shares 178,770 — Total income by Class $ 4,534,476 $ 1,088,927 Weighted average number of shares 23,000,000 5,750,000 Income per share $ 0.20 $ 0.19 | Schedule of Earnings Per Share, Basic and Diluted Class A Class B For the Year Class A Class B Allocation of net income including accretion of temporary equity $ 808,358 $ 262,980 Plus: accretion applicable to Class A redeemable shares 2,458,852 — Total income by Class $ 3,267,210 $ 262,980 Weighted average number of shares 17,674,483 5,750,000 Income per share $ 0.18 $ 0.05 Class A Class B For the period from Class A Class B Allocation of net loss including accretion of temporary equity $ (22,485,584 ) $ (5,768,840 ) Plus: accretion applicable to Class A redeemable shares 31,641,174 — Total income (loss) by Class $ 9,155,590 $ (5,768,840 ) Weighted average number of shares 8,890,071 5,750,000 Income (loss) per share $ 1.03 $ (1.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Significant Unobservable Inputs Used in the Fair Value Measurement | The following table summarizes the significant unobservable inputs used in the fair value measurement of level 3 instruments as of June 30, 2023 and December 31, 2022: Schedule of Significant Unobservable Inputs Used in the Fair Value Measurement June 30, 2023 Instrument Valuation Technique Input Input Range Contingently convertible notes payable, including accrued interest Scenario-based, probability-weighted average analysis Timing of the scenarios 0.2 Probability - Scenario 1 70.0 Risk-free interest rate - Scenario 1 15.0 Probability - Scenario 2 30.0 Risk-adjusted discount rate - Scenario 2 15.0 Contingently issuable warrants on contingently convertible notes payable – Scenario 1 Black-Scholes option pricing model Expected term 2.0 Expected volatility on preferred stock 40.0 Expected dividend yield 0.0 Risk-free interest rate 3.2 SAFEs Scenario-based, probability-weighted average analysis Timing of the scenarios 0.1 1.5 Probability — SAFE Scenario 1 80.0 Probability — SAFE Scenario 2 10.0 Probability — SAFE Scenario 3 10.0 Risk-adjusted discount rate — SAFE Scenarios 1 through 3 15.0 15.0 14.7 Series B convertible preferred stock Scenario-based, probability-weighted expected return method Timing of the scenarios 0.21 Probability — SPAC Scenario 75.0 Risk-adjusted discount rate — SPAC Scenario and Non-SPAC Scenario 40 Probability — Non-SPAC Scenario 25.0% December 31, 2022 Instrument Valuation Technique Input Input Range Contingently convertible notes payable, including accrued interest Scenario-based, probability-weighted average analysis Timing of the scenarios 0.5 Probability - Scenario 1 0.0 Risk-free interest rate - Scenario 1 13.4 Probability - Scenario 2 100.0 Risk-adjusted discount rate - Scenario 2 13.4 Contingently issuable warrants on contingently convertible notes payable – Scenario 1 Black-Scholes option pricing model Expected term 2.0 Expected volatility on preferred stock 40.0 Expected dividend yield 0.0 Risk-free interest rate 3.2 SAFEs Scenario-based, probability-weighted average analysis Timing of the scenarios 0.4 3 Probability — SAFE Scenario 1 20.0 Probability — SAFE Scenario 2 70.0 Probability — SAFE Scenario 3 10.0 Risk-adjusted discount rate — SAFE Scenarios 1 through 3 13.4 13.4 13.1 | The following table summarizes the significant unobservable inputs used in the fair value measurement of level 3 instruments as of December 31, 2022 and 2021: Schedule of Significant Unobservable Inputs Used in the Fair Value Measurement December 31, 2022 Instrument Valuation Technique Unobservable Input Input Range Contingently convertible notes payable, including accrued interest Scenario-based, probability-weighted average analysis Timing of the scenarios Probability — Scenario 1 Risk-free rate — Scenario 1 Probability — Scenario 2 Risk-adjusted discount rate — Scenario 2 0.5 0.0 13.4 100.0 13.4 Contingently issuable warrants on contingently convertible notes payable — Scenario 1 Black-Scholes option pricing model Expected term Expected volatility on preferred stock Expected dividend yield Risk-free interest rate 2.0 40.0 0.0 3.2 SAFEs Scenario-based, probability-weighted average analysis Timing of the scenarios Probability — SAFE Scenario 1 Probability — SAFE Scenario 2 Probability — SAFE Scenario 3 Risk-adjusted discount rate — SAFE Scenarios 1 through 3 0.4 3 20.0 70.0 10.0 13.4 13.4 13.1 December 31, 2021 Instrument Valuation Technique Unobservable Input Input Range Contingently convertible notes payable, including accrued interest Scenario-based, probability- weighted average analysis Timing of the scenarios Probability — Scenario 1 Risk-free rate —Scenario 1 Probability — Scenario 2 Risk-adjusted discount rate — SAFE Scenario 2 0.7 80.0 0.3 20.0 11.0 Contingently issuable warrants on contingently convertible notes payable —Scenario 1 Black-Scholes option pricing model Expected term Expected volatility on preferred stock Expected dividend yield Risk-free interest rate 2.0 40.0 0.0 0.3 Term notes payable, including accrued interest Discounted future cash flows Time to maturity Risk-adjusted discount rate 0.2 10.7 SAFEs Scenario-based, probability- weighted average analysis Timing of the scenarios Probability — SAFE Scenario 1 Probability — SAFE Scenario 2 Probability — SAFE Scenario 3 Risk-adjusted discount rate —SAFE Scenarios 1 through 3 0.3 1.8 10.0 80.0 10.0 11.0 |
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents Calidi’s assets and liabilities that are measured at fair value on a recurring basis, inclusive of related party components, as of June 30, 2023 and December 31, 2022 (in thousands): Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis June 30, 2023 Level 1 Level 2 Level 3 Total Assets: Restricted cash held in a money market account $ 367 $ — $ — $ 367 Liabilities: Contingently convertible notes payable, including accrued interest (1) $ — $ — $ 1,559 $ 1,559 Contingently issuable warrants — — 70 70 SAFEs — — 34,517 34,517 Series B convertible preferred stock — — 7,632 7,632 Total liabilities, at fair value $ — $ — $ 43,778 $ 43,778 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Restricted cash held in a money market account $ 218 $ — $ — $ 218 Liabilities: Contingently convertible notes payable, including accrued interest (1) $ — $ — $ 1,152 $ 1,152 Contingently issuable warrants — — — — SAFEs — — 29,190 29,190 Total liabilities, at fair value $ — $ — $ 30,342 $ 30,342 (1) Elected the fair value option of accounting as discussed in Note 2. | The following table presents Calidi’s assets and liabilities that are measured at fair value on a recurring basis, inclusive of related party components, as of December 31, 2022 and 2021 (in thousands): Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Restricted cash held in a money market account $ 218 $ — $ — $ 218 Liabilities: Contingently convertible notes payable, including accrued interest (1) $ — $ — $ 1,152 $ 1,152 SAFEs 29,190 29,190 Total liabilities, at fair value $ — $ — $ 30,342 $ 30,342 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Restricted cash held in a money market account $ 100 $ — $ — $ 100 Liabilities: Contingently convertible notes payable, including accrued interest (1) $ — $ — $ 1,572 $ 1,572 Term notes payable, including accrued interest (1) — — 505 505 SAFEs — — 15,811 15,811 Total liabilities, at fair value $ — $ — $ 17,888 $ 17,888 (1) Elected the fair value option of accounting as discussed in Note 2. |
Schedule of Changes in Fair Value of Level 3 Valued Instruments | The following table presents the changes in fair value of level 3 valued instruments for the six months ended June 30, 2023 (in thousands): Schedule of Changes in Fair Value of Level 3 Valued Instruments Contingently Term SAFEs Series B Balance at January 1, 2023 $ 1,152 $ — $ 29,190 $ — Proceeds from issuance — — 2,760 5,150 Issuance of SAFE in lieu of cash for advisory services — — 166 — Loss at inception — — — 2,412 Change in fair value 477 — 2,401 70 Extinguishment of term notes payable Allocation of proceeds to warrants at issuance Loss on extinguishment from conversion of CCNP to SAFE Balance at June 30, 2023 (Unaudited) $ 1,629 $ — $ 34,517 $ 7,632 As of January 1, 2023, because the Scenario 2 probability of the contingently convertible notes payable was at 100%, as defined above, the corresponding contingently issuable warrants, accordingly, had no fair value as of that date since under that scenario those warrants would not be issuable. The following table presents the changes in fair value of level 3 valued instruments for the six months ended June 30, 2022 (in thousands): In 000’s Contingently Term SAFEs Balance at January 1, 2022 $ 1,572 $ 505 $ 15,811 Proceeds from issuance — — 4,550 Issuance of SAFE in lieu of cash for advisory services — — 75 Extinguishment of term notes payable — (516 ) — Change in fair value 14 11 797 Balance at June 30, 2022 (Unaudited) $ 1,586 $ — $ 21,233 | The following table presents the changes in fair value of level 3 valued instruments for the year ended December 31, 2022 (in thousands): Schedule of Changes in Fair Value of Level 3 Valued Instruments Contingently Term SAFEs, at Balance at January 1, 2022 $ 1,572 $ 505 $ 15,811 Proceeds from issuance — — 10,650 Issuance of SAFE in lieu of cash for advisory services — — 195 Extinguishment of term notes payable — (516 ) — Change in fair value, including accrued interest (420 ) 11 2,534 Balance at December 31, 2022 $ 1,152 $ — $ 29,190 The following table presents the changes in fair value of level 3 valued instruments for the year ended December 31, 2021 (in thousands): Contingently Term SAFEs, at Balance at January 1, 2021 $ 9,027 $ 497 $ — Change in fair value, beginning balance $ 9,027 $ 497 $ — Proceeds from issuance — 500 7,925 Conversion of CCNP to SAFE (5,523 ) — 5,523 Loss on extinguishment from conversion of CCNP to SAFE — — 738 Extinguishment of term notes payable — (515 ) — Allocation of proceeds to warrants at issuance (1) — (22 ) — Change in fair value, including accrued interest (1,932 ) 45 1,625 Balance at December 31, 2021 $ 1,572 $ 505 $ 15,811 Change in fair value, ending balance $ 1,572 $ 505 $ 15,811 (1) Amount represents the issuance date residual value allocated to the freestanding equity classified warrant in accordance with ASC 815 that is not remeasured subsequent to the issuance date. |
First Light Acquisition Group Inc [Member] | ||
Summary of Change in the Fair Value of Derivative Warrant Liabilities | The following table presents information about the Company’s Level 3 measurements for the three and six months ended June 30, 2023 and 2022: Summary of Change in the Fair Value of Derivative Warrant Liabilities Forward Private Contingent Total Level 3 Level 3 financial instruments as of December 31, 2022 $ 326,234 $ — $ 32,865 $ 359,099 Change in fair value 554,443 — 101,404 655,847 Level 3 financial instruments as of March 31, 2023 880,677 — 134,269 1,014,946 Change in fair value 1,764,927 — 139,179 1,904,106 Transfer to Level 2 Level 3 financial instruments as of June 30, 2023 $ 2,645,604 $ — $ 273,448 $ 2,919,052 Forward Private Contingent Total Level 3 Level 3 financial instruments as of December 31, 2021 $ 521,184 $ 1,718,000 $ — $ 2,239,184 Change in fair value 122,020 (482,000 ) — (359,980 ) Level 3 financial instruments as of March 31, 2022 643,204 1,236,000 — 1,879,204 Level 3 financial instruments, Beginning balance 643,204 1,236,000 — 1,879,204 Change in fair value (332,983 ) (926,000 ) — (1,258,983 ) Transfer to Level 2 — (310,000 ) — (310,000 ) Level 3 financial instruments as of June 30, 2022 $ 310,221 $ — $ — $ 310,221 Level 3 financial instruments, Ending balance $ 310,221 $ — $ — $ 310,221 | Summary of Change in the Fair Value of Derivative Warrant Liabilities Forward Publics Private Contingent Total Level # Level 3 financial instruments at March 24, 2021 (inception) $ — $ — $ — $ — $ — Initial fair value at issuance 31,000 10,109,000 3,014,000 — 13,154,000 Change in fair value 490,184 (4,357,850 ) (1,296,000 ) — (5,163,666 ) Transfer of public warrants to Level 1 measurements — (5,751,150 ) — — (5,751,150 ) Level 3 financial instruments at December 31, 2021 521,184 — 1,718,000 — 2,239,184 Financial instruments beginning balance 521,184 — 1,718,000 — 2,239,184 Change in fair value (194,950 ) — (1,408,000 ) — (1,602,950 ) Transfer of private placement warrants to Level 2 — — (310,000 ) — (310,000 ) Initial fair value of contingent interest liability — — — 32,865 32,865 Level 3 financial instruments at December 31, 2022 $ 326,234 — $ — $ 32,865 $ 359,099 Financial instruments ending balance $ 326,234 — $ — $ 32,865 $ 359,099 |
Summary of Assets and Liabilities That are Measured at Fair Value On a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Summary of Assets and Liabilities That are Measured at Fair Value On a Recurring Basis June 30, 2023 Level 1 Level 2 Level 3 Assets Marketable securities held 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 December 31, 2022 Level 1 Level 2 Level 3 Assets Cash and marketable securities held in trust account $ 42,453,107 $ — $ — Liabilities Public Warrants $ 575,000 $ — $ — Private Placement Warrants $ — $ 170,000 $ — Forward Purchase Units $ — $ — $ 326,234 Contingent Interest Liabilities $ — $ — $ 32,865 | Summary of Assets and Liabilities That are Measured at Fair Value On a Recurring Basis December 31, 2022 (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in trust account $ 42,453,107 $ — $ — Liabilities: Public Warrants $ 575,000 $ — $ — Private Placement Warrants $ — $ 170,000 $ — Forward Purchase Units $ — $ — $ 326,234 Contingent Interest Liabilities $ — $ — $ 32,865 December 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in trust account $ 230,004,784 $ — $ — Liabilities: Public Warrants $ 5,751,150 $ — $ — Private Placement Warrants $ — $ — $ 1,718,000 Forward Purchase Units $ — $ — $ 521,184 |
Schedule of Changes in Fair Value of Financial Instruments | The following table presents the changes in the fair value of financial instruments for the three and six months ended June 30, 2023 and 2022: Schedule of Changes in Fair Value of Financial Instruments Public Private Forward Contingent Derivative liabilities as of December 31, 2022 $ 575,000 $ 170,000 $ 326,234 $ 32,865 Change in fair value (57,500 ) (31,000 ) 554,443 101,404 Derivative liabilities as of March 31, 2023 517,500 139,000 880,677 134,269 Change in fair value 977,500 303,000 1,764,927 139,179 Derivative liabilities as of June 30, 2023 $ 1,495,000 $ 442,000 $ 2,645,604 $ 273,448 Public Private Forward Contingent Derivative liabilities as of December 31, 2021 $ 5,751,150 $ 1,718,000 $ 521,184 $ — Change in fair value (1,612,300 ) (482,000 ) 122,020 — Derivative liabilities as of March 31, 2022 4,138,850 1,236,000 643,204 — Derivative liabilities, Beginning balance 4,138,850 1,236,000 643,204 — Change in fair value (3,103,850 ) (926,000 ) (332,983 ) — Derivative liabilities as of June 30, 2022 $ 1,035,000 $ 310,000 $ 310,221 $ — Derivative liabilities, Ending balance $ 1,035,000 $ 310,000 $ 310,221 $ — | The following table presents the changes in the fair value of financial instruments for the twelve months ended December 31, 2022: Schedule of Changes in Fair Value of Financial Instruments Public Private Forward Contingent Financial instrument liabilities at March 24, 2021 (inception) $ — $ — $ — $ — Initial fair value at issuance date September 14, 2021 10,109,000 3,014,000 31,000 — Change in fair value (4,357,850 ) (1,296,000 ) 490,184 — Financial instrument liabilities at December 31, 2021 5,751,150 1,718,000 521,184 — Financial instrument beginning balance 5,751,150 1,718,000 521,184 — Change in fair value (5,176,150 ) (1,548,000 ) (194,950 ) — Initial fair value of contingent interest liability — — — 32,865 Financial instrument Liabilities at December 31, 2022 $ 575,000 170,000 $ 326,234 $ 32,865 Financial instrument ending balance $ 575,000 170,000 $ 326,234 $ 32,865 |
Schedule of Significant Unobservable Inputs Used in the Fair Value Measurement | The key inputs into the lattice model and Monte Carlo simulation model formula were as follows at June 30, 2023 and December 31, 2022: Summary of Fair Value Measurements Inputs Private Placement Warrants June 30, 2023 December 31, 2022 Ordinary share price $ 10.49 $ 10.17 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 4.07 % 3.94 % Volatility 0.00 % 0.00 % Term 5.17 5.50 Warrant to buy one share $ 0.13 $ 0.05 Dividend yield 0.00 % 0.00 % The forward purchase agreement is a plain vanilla forward contract with delivery of the Units and payment contingent on the consummation of an acquisition. The value per forward purchase unit is equal to the probability of an acquisition occurring, multiplied by the value of the unit at the initial public offering date, multiplied by (1 – exp(-rt)) where r is the risk-free rate of interest and t is the time to acquisition. The key inputs into the formula were as follows at June 30, 2023 and December 31, 2022: Forward Purchase Liability June 30, 2023 December 31, 2022 Input Probability of an acquisition occurring 80.00 % 10.00 % Unit price $ 10.49 $ 10.17 Risk-free rate of interest 5.35 % 4.70 % Time to expiration 0.17 0.05 The Company established the fair value of the contingent interest liability on December 31, 2022. The Company utilized a “With and Without” embedded derivative valuation model to calculate the standalone value of the embedded derivative. Key inputs into the model as of June 30, 2023 and December 31, 2022 are as follows: Contingent Interest Liability June 30, 2023 December 31, 2022 Input Input June 30, 2023 December 31, 2022 Inception date December 1 through December 14, 2022 December 1 through December 14, 2022 Aggregate principal amount $ 350,000 $ 350,000 Contractual interest 100.0 100.0 % Maturity date Date of successful business combination Date of successful business combination Estimated business combination date September 1, 2023 June 30, 2023 Estimated probability of a business combination 80.0 % 10.0 % Estimated market yield 14.5 % 13.0 % | Summary of Fair Value Measurements Inputs Private Placement Warrants December 31, December 31, Input Ordinary share price $ 10.17 $ 9.81 Exercise price $ 11.50 $ 11.50 FIRST LIGHT ACQUISITION GROUP, INC. NOTES TO FINANCIAL STATEMENTS Private Placement Warrants December 31, December 31, Risk-free rate of interest 3.94 % 1.32 % Volatility 0.00 % 9.88 % Term 5.50 5.69 Warrant to buy one share $ 0.05 $ 0.51 Dividend yield 0.00 % 0.00 % The forward purchase agreement is a plain vanilla forward contract with delivery of the Units and payment contingent on the consummation of an acquisition. The value per forward purchase unit is equal to the probability of an acquisition occurring, multiplied by the value of the unit at the initial public offering date, multiplied by (1 – exp(- rt)) where r t The key inputs into the formula were as follows at December 31, 2022 and 2021: Forward Purchase Liability December 31, December 31, Input Probability of an acquisition occurring 10.00 % 85.00 % Unit price $ 10.17 10.10 Risk-free rate of interest 4.70 % 0.27 % Time to the acquisition 0.05 0.69 The Company established the fair value of the contingent interest liability on December 31, 2022. The Company utilized a “With and Without” embedded derivative valuation model to calculate the standalone value of the embedded derivative. Key inputs into the model are as follows: Contingent Interest Liability December 31, 2022 Input Valuation date December 31, 2022 Inception date December 1 through December 14, 2022 Aggregate principal amount $ 350,000 Contractual interest 100.0 % Maturity date Date of successful business combination Estimated business combination date June 30, 2023 Estimated probability of a business combination 10.0 % Estimated market yield 13.0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities 2022 2021 Deferred tax assets/(liabilities): Net operating loss carryforwards $ 10,102 $ 7,301 Research and development credit carryforwards 404 254 Stock-based and other compensation 1,616 802 Lease liability 12 42 Capitalized research and development expenditures 1,306 — Transaction and financing costs 537 — Depreciation and amortization 207 — Accrued liabilities and other reserves 1,376 1,057 Total deferred tax assets 15,560 9,456 Right-of-use and other assets (10 ) (57 ) Total deferred tax liabilities (10 ) (57 ) Valuation allowance (15,550 ) (9,399 ) Net deferred tax asset $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation 2022 2021 Computed tax benefit at federal statutory rate 21 % 21 % Permanent differences — % — % State tax benefit 6 % 7 % Stock based compensation (1 )% (1 )% Foreign tax rate differential — % — % Change in valuation allowance (24 )% (25 )% Research and development credit — % (1 )% Change in fair value of debt (2 )% (1 )% Income tax provision — % — % |
Schedule of Unrecognized Tax Benefit | A reconciliation of the beginning and ending unrecognized tax benefit amount is as follows (in thousands): Schedule of Unrecognized Tax Benefit December 31, 2022 2021 Balance at the beginning of the year $ 1,077 $ 965 Additions based on tax positions related to current year 162 106 Adjustments based on tax positions related to prior years — 6 Balance at end of year $ 1,239 $ 1,077 |
First Light Acquisition Group Inc [Member] | |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities December 31, December 31, Capitalized start-up costs $ 1,588,741 $ 413,817 Unrealized gains on marketable securities (1,385 ) (802 ) Charitable contributions — 5,019 Net operating loss carryforward — 39,344 Total deferred tax assets 1,587,356 457,378 Valuation allowance (1,587,356 ) (457,378 ) Deferred tax assets $ — $ — |
Schedule of Components of Income Tax Expense | Schedule of Components of Income Tax Expense December 31, December 31, Current expense (benefit) Federal $ 266,104 $ — State 80,883 — Deferred expense (benefit) Federal (921,893 ) (373,152 ) State (208,085 ) (84,226 ) Change in Valuation Allowance 1,129,978 457,378 Income tax provision $ 346,987 $ — |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit (3.72 )% (2.49 )% Change in fair value of warrant liabilities (36.42 )% (35.05 )% Change in valuation allowance 29.14 % 13.50 % Change in fair value of forward purchase units (1.06 )% 3.04 % Income tax provision 8.95 % 0.00 % |
Selected Balance Sheet Compon_2
Selected Balance Sheet Components (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Accrued Expenses and Other Current Liabilities | As of June 30, 2023 and December 31, 2022, accrued expenses and other current liabilities were comprised of the following (in thousands): Schedule of Accrued Expenses and Other Current Liabilities June 30, December 31, Accrued compensation (1) $ 4,890 $ 4,070 Accrued vendor and other expenses 2,005 1,277 Accrued expenses and other current liabilities $ 6,895 $ 5,347 (1) Includes deferred compensation for certain executives and deferred board and advisory fees for one director (see Note 14). | As of December 31, 2022 and 2021, accrued expenses and other current liabilities were comprised of the following (in thousands): Schedule of Accrued Expenses and Other Current Liabilities December 31, December 31, Accrued compensation (1) $ 4,070 $ 2,446 Accrued vendor and other expenses 1,277 1,060 Accrued expenses and other current liabilities $ 5,347 $ 3,506 (1) Includes deferred compensation for certain executives and deferred board fees for one director. |
Machinery and Equipment, net (T
Machinery and Equipment, net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Machinery and Equipment, Net | Schedule of Machinery and Equipment, Net As of June 30, 2023 and December 31, 2022, machinery and equipment, net, was comprised of the following (in thousands): June 30, December 31, Machinery and equipment $ 1,969 $ 1,518 Accumulated depreciation (813 ) (631 ) Machinery and equipment, net $ 1,156 $ 887 | Schedule of Machinery and Equipment, Net As of December 31, 2022 and 2021, machinery and equipment, net, was comprised of the following (in thousands): December 31, December 31, Machinery and equipment $ 1,518 $ 887 Accumulated depreciation (631 ) (390 ) Machinery and equipment, net $ 887 $ 497 |
Schedule of Related Party Transactions | The following table presents the various significant related party transactions and investments in Calidi for the periods presented (in thousands): Schedule of Related Party Transactions Related Party Description of investment or transaction 2023 2022 Six Months Ended Related Party Description of investment or transaction 2023 2022 AJC Capital, Director A, B, and a manager Convertible notes payable, including accrued interest (1) $ 842 $ 765 AJC Capital Line of credit – as guarantor (2) — — AJC Capital, Director A, E and executive officer’s family office Term notes payable, net of discount, including accrued interest (3) 4,102 1,000 AJC Capital, Directors A, D, E, F, an officer, and a manager Simple agreements for future equity (SAFE), at fair value (4) 5,082 2,039 AJC Capital, Director D Accounts payable and accrued expenses (5) 104 157 Directors C Contingently convertible notes payable, including accrued interest, at fair value (6) 1,629 1,586 Former Executive Legal settlement liability (7) 520 760 Director D Former President and Chief Operating Officer (8) 450 300 Director A Advisory services included in accrued expenses (9) 138 27 AJC Capital Lease guaranty (10) 158 — Jackson Investment Group Series B Convertible Preferred Stock, at fair value (11) 7,442 — Calidi Cure LLC Series B Convertible Preferred Stock, at fair value (11) 190 — Series B financing cost FLAG shares issued as incentive, at fair value (11) 2,680 — Related party transactions and investments FLAG shares issued as incentive, at fair value (11) 2,680 — (1) See Note 7 for full disclosures on debt, including the convertible notes and related extensions of scheduled maturity dates (see Note 14). (2) In November 2020, Calidi, as the borrower, opened a Line of Credit (“LOC”) with City National Bank (“CNB”) for a borrowing capacity of up to $ 1.0 (3) Term notes payable, net of discount, in principal amount of $ 450,000 900,000 500,000 1,000,000 3.0 (4) See Note 8 for full disclosures around the SAFE instruments (see Notes 13 and 14). (5) Amounts owed to AJC Capital as of June 30, 2023, for primarily rent expense for temporary use of personal house for company office space in 2020; in addition, amounts owed to AJC Capital and Director D for certain consulting expenses, included in accounts payable and accrued expenses as of December 31, 2022. (6) See Note 7 for full disclosures around contingently convertible notes payable, including accrued interest, accounted for using the fair value option. Director C is a partner in a partnership agreement with the Calidi investor who holds the contingently convertible notes issued by Calidi which may deem Director C’s partnership to be the beneficial owner of this contingently convertible note as of June 30, 2023 and December 31, 2022. (7) See Note 4 for full disclosure of a settlement liability recorded with a Co-Founder and Former Executive of Calidi. (8) On February 1, 2022, Calidi appointed a current board member (Director D referenced above), George K. Ng, as President and Chief Operating Officer of Calidi under an Employment Agreement (the “Ng Agreement”). Under the Ng Agreement, Mr. Ng is entitled to a base annual salary of $ 450,000 300,000 (9) On April 1, 2022, Calidi entered into an Advisory Agreement with Scott Leftwich (Director A referenced above), for providing certain strategic and advisory services. Director A will receive an advisory fee of $ 9,166 120,000 10 (10) In October 2022, in order for Calidi to secure and execute the San Diego Lease discussed in Note 13, Mr. Allan Camaisa provided a personal Guaranty of Lease of (the “Guaranty”) up to $ 900,000 As consideration for the Guaranty, Calidi agreed to pay Mr. Camaisa 10% of the Guaranty amount for the first year of the San Diego Lease, and 5% per annum of the Guaranty amount thereafter through the life of the lease, with all amounts accrued and payable at the termination of the San Diego Lease or release of Mr. Camaisa from the Guaranty by the lessor, whichever occurs first 225,000 (11) See Note 9 for full disclosure of the Series B Preferred Stock as of June 30, 2023 which is classified as a liability and carried at fair value, including FLAG Class B common stock issued to Jackson Investment Group and Calidi Cure as an incentive to invest into the Series B financing. See also Note 14 in connection with the Closing of the FLAG Merger and the Series B Preferred Stock conversions to Calidi common stock. See Note 4 for the Promissory Note agreement between FLAG and Calidi. | Schedule of Related Party Transactions The following table presents the various significant related party transactions and investments in Calidi for the periods presented (in thousands): Related Party Description of investment or transaction 2022 2021 Year Ended December 31, Related Party Description of investment or transaction 2022 2021 AJC Capital, Director A, B, and a manager Convertible notes payable, including accrued interest (1) $ 804 $ 1,365 AJC Capital Line of credit – as guarantor (2) — — AJC Capital, Director A, E, and executive officer’s family office Term notes payable, net of discount, including accrued interest (3) 1,962 1,027 AJC Capital Business loan payable – as guarantor (4) — 38 AJC Capital, Directors A, D, E, F, an officer, and a manager Simple agreements for future equity (SAFE), at fair value (5) 4,615 1,417 AJC Capital, Director D Accounts payable and accrued expenses (6) 170 137 Directors C Contingently convertible notes payable, including accrued interest, at fair value (7) 1,152 1,572 Former Executive Legal settlement liability (8) 640 880 Director D President and Chief Operating Officer (9) 300 — Director A Advisory services included in accrued expenses (10) 82 — AJC Capital Lease guaranty (11) 150 — Related party transactions and investments 150 — (1) See Note 8 for full disclosures on debt, including the convertible notes and related extensions of scheduled maturity dates. (2) In November 2020, Calidi, as the borrower, opened a Line of Credit (“LOC”) with City National Bank (“CNB”) for a borrowing capacity of up to $ 1.0 (3) Term notes payable, including accrued interest, of approximately $ 500,000 900,000 544,000 1,000,000 1.0 (4) Principal balance on a business loan payable by Calidi to a bank for which AJC Capital is a guarantor to the bank for the loan (see Note 8), loan remained outstanding as of December 31, 2021. (5) See Note 9 for full disclosures around the SAFE instruments. (6) Amounts owed to AJC Capital for primarily rent expense for temporary use of personal house for company office space in 2020; in addition, amounts owed to Director D for certain consulting expenses, included in accounts payable and accrued expenses as of December 31, 2022 and 2021. (7) See Note 8 for full disclosures around contingently convertible notes payable, including accrued interest, accounted for using the fair value option. Director C is a partner in a partnership agreement with the Calidi investor who holds the contingently convertible notes issued by Calidi which may deem Director C’s partnership to be the beneficial owner of this contingently convertible note as of December 31, 2022 and 2021. (8) See Note 5 for full disclosure of a settlement liability recorded with a Co-Founder and Former Executive of Calidi. (9) On February 1, 2022, Calidi appointed a current board member (Director D referenced above), George K. Ng, as President and Chief Operating Officer of Calidi under an Employment Agreement (the “Ng Agreement”). Under the Ng Agreement, Mr. Ng is entitled to a base annual salary of $ 450,000 300,000 500,000 3.86 35 100,000 (10) On April 1, 2022, Calidi entered into an Advisory Agreement with Scott Leftwich (Director A referenced above), for providing certain strategic and advisory services. Director A will receive an advisory fee of $ 9,166 120,000 10 (11) In October 2022, in order for Calidi to secure and execute the San Diego Lease discussed in Note 14, Mr. Allan Camaisa provided a personal Guaranty of Lease of (the “Guaranty”) up to $ 900,000 225,000 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of Outstanding Debt Obligations | Calidi’s outstanding debt obligations as of June 30, 2023 and December 31, 2022, including related party components, are as follows (in thousands): Schedule of Outstanding Debt Obligations June 30, 2023 Unpaid Fair Value Discount Accrued Net Convertible notes payable $ 765 $ — $ — $ 77 $ 842 Contingently convertible notes payable, including accrued interest, at fair value 1,000 629 — - (a) 1,629 Term notes payable 5,750 — (262 ) 405 5,893 Loans payable 1,000 — — — 1,000 Total debt $ 8,515 $ 629 $ (262 ) $ 482 $ 9,364 Less: current portion of long-term debt (9,364 ) Long-term debt, net of current portion $ — December 31, 2022 Unpaid Fair Value Discount Accrued Net Convertible notes payable $ 765 $ — $ — $ 39 $ 804 Contingently convertible notes payable, including accrued interest, at fair value 1,000 152 — - (a) 1,152 Term notes payable 2,500 — (138 ) 107 2,469 Loans payable 1,000 — — — 1,000 Total debt $ 5,265 $ 152 $ (138 ) $ 146 $ 5,425 Less: current portion of long-term debt (5,425 ) Long-term debt, net of current portion $ — (a) Accrued interest is included in fair value measurements for contingently convertible notes payable, at fair value, for the periods presented. See further disclosures under the fair value option of accounting in Note 2, Note 3, Note 7, and applicable sections below. | Calidi’s outstanding debt obligations as of December 31, 2022 and 2021, including related party components, are as follows (in thousands): Schedule of Outstanding Debt Obligations December 31, 2022 Unpaid Balance Fair Value Measurements Discount Accrued Interest Net Carrying Value Convertible notes payable $ 765 $ — $ — $ 39 $ 804 Contingently convertible notes payable, including accrued interest, at fair value 1,000 152 — - (b) 1,152 Term notes payable 2,500 — (138 ) 107 2,469 Loans payable 1,000 — — — 1,000 Total debt $ 5,265 $ 152 $ (138 ) $ 146 $ 5,425 Less: current portion of long-term debt (5,425 ) Long-term debt, net of current portion $ — December 31, 2021 Unpaid Balance Fair Value Measurements Discount Accrued Interest Net Carrying Value Convertible notes payable $ 1,365 $ — $ — $ - (a) $ 1,365 Contingently convertible notes payable, including accrued interest, at fair value 1,000 572 — - (b) 1,572 Term notes payable, including accrued interest, at fair value 500 27 (22 ) - (b) 505 Term notes payable 500 — — 22 522 Loans payable 1,038 — — — 1,038 Total debt $ 4,403 $ 599 $ (22 ) $ 22 $ 5,002 Less: current portion of long-term debt (5,002 ) Long-term debt, net of current portion $ — (a) Convertible notes payable issued with common stock in lieu of cash interest. See further discussion under Convertible Notes Payable section below. (b) Accrued interest is included in fair value measurements for contingently convertible notes payable and term notes payable, at fair value, as applicable, for the periods presented, respectively. See further disclosures under the fair value option of accounting in Note 2, Note 4, Note 8, and applicable sections below. |
Schedule of Maturities of Outstanding Debt | Scheduled maturities of outstanding debt, net of discounts are as follows (in thousands): Schedule of Maturities of Outstanding Debt Year Ending December 31: 2023 (July — December) $ 5,265 2024 3,250 Plus: fair value measurement adjustments 629 Plus: accrued interest 482 Less: Discount (262 ) Total debt $ 9,364 | Scheduled maturities of outstanding debt, net of discounts are as follows (in thousands): Schedule of Maturities of Outstanding Debt Year Ending December 31: 2023 5,265 Plus: fair value measurement adjustments 152 Plus: accrued interest 146 Less: discounts (138 ) Total debt $ 5,425 |
Simple Agreement for Future E_2
Simple Agreement for Future Equity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Simple Agreement For Future Equity | ||
Schedule of Convertible Preferred Stock | The authorized, issued and outstanding shares and other information related to Calidi’s Convertible Preferred Stock is presented below as follows (in thousands, except share amounts): Schedule of Convertible Preferred Stock June 30, 2023 Shares Shares Liquidation Carrying Founders 10,500,000 10,402,285 $ 2,080 $ 1,354 Series A-1 5,000,000 4,316,400 4,316 3,871 Series A-2 4,000,000 2,544,883 4,454 4,376 Total convertible preferred stock presented outside of permanent equity 19,500,000 17,263,568 $ 10,850 $ 9,601 Series B 1,000,000 205,999 — 7,632 Total convertible preferred stock classified as a liability 1,000,000 205,999 $ — $ 7,632 In connection with the closing of the FLAG Merger on September 12, 2023, all Convertible Preferred Stock, including the Series B Convertible Preferred stock classified as a liability which were completed as to the Series B financing, were converted to Calidi common stock pursuant to the conversion provisions and are no longer outstanding as of that date (see Note 14). December 31, 2022 Shares Shares Liquidation Carrying Founders 10,500,000 10,402,285 $ 2,080 $ 1,354 Series A-1 5,000,000 4,316,400 4,316 3,871 Series A-2 4,000,000 2,544,883 4,454 4,376 19,500,000 17,263,568 $ 10,850 $ 9,601 | The authorized, issued and outstanding shares and other information related to Calidi’s Convertible Preferred Stock is presented below as follows (in thousands, except share amounts): Schedule of Convertible Preferred Stock December 31, 2022 Shares Shares Issued Liquidation Carrying Founders 10,500,000 10,402,285 $ 2,080 $ 1,354 Series A-1 5,000,000 4,316,400 4,316 3,871 Series A-2 4,000,000 2,544,883 4,454 4,376 19,500,000 17,263,568 $ 10,850 $ 9,601 December 31, 2021 Shares Authorized Shares Issued and Outstanding Liquidation Preference Carrying Value Founders 10,500,000 10,402,285 $ 2,080 $ 1,354 Series A-1 - (a) 4,166,400 4,166 3,721 Series A-2 - (a) 2,287,740 4,004 3,926 Series B 20,000,000 — — — 30,500,000 (a) 16,856,425 $ 10,250 $ 9,001 (a) Prior to the Second Amended Articles and of the 40,000,000 9,000,000 20,000,000 |
Schedule of Common Stock Reserved | As of June 30, 2023, common stock reserved for future issuance consisted of the following: Schedule of Common Stock Reserved Conversion of convertible preferred stock 19,277,355 Common stock warrants outstanding 4,050,000 Conversion of convertible notes payable 480,857 Common stock options issued and outstanding 23,487,117 Shares available for future issuance under the 2019 Equity Incentive Plan 1,224,237 Common stock reserved for future issuance 48,519,566 | As of December 31, 2022, common stock reserved for future issuance consisted of the following: Schedule of Common Stock Reserved Conversion of convertible preferred stock 17,263,568 Common stock warrants outstanding 4,050,000 Conversion of convertible notes payable 437,143 Common stock options issued and outstanding 23,914,458 Shares available for future issuance under the 2019 Equity Incentive Plan 1,221,896 Common stock reserved for future issuance 46,887,065 |
Schedule of Warrant Activity | The following table summarizes Calidi’s aggregate warrant activity for the six months ended June 30, 2023. Schedule of Warrant Activity Number of Weighted Weighted Outstanding at January 1, 2023 4,050,000 $ 1.00 7.87 Issued — — — Exercised — — — Cancelled — — — Outstanding at June 30, 2023 4,050,000 $ 1.00 7.37 | The following table summarizes Calidi’s aggregate warrant activity for the twelve months ended December 31, 2022. Schedule of Warrant Activity Number of Weighted Weighted Outstanding at January 1, 2022 4,050,000 $ 1.00 8.87 Issued — — — Exercised — — — Cancelled — — — Outstanding at December 31, 2022 4,050,000 $ 1.00 7.87 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Summary of Stock Option Activity | A summary of the 2019 Plan option activity and related information follows (in thousands except weighted average exercise price): Summary of Stock Option Activity Shares Number of Weighted Aggregate Balance at January 1, 2023 1,222 23,914 $ 1.11 $ 4,840 Option plan increase — — $ — — Options granted (784 ) 784 $ 2.96 — Options exercised — (425 ) $ 1.00 — Options forfeited or cancelled 786 (786 ) $ 1.03 — Balance at June 30, 2023 1,224 23,487 $ 1.06 $ 4,679 Exercisable at June 30, 2023 18,976 $ 0.78 $ 4,677 | A summary of the 2019 Plan option activity and related information follows (in thousands except weighted average exercise price): Summary of Stock Option Activity Shares Number Weighted Aggregate Balance at January 1, 2022 3,014 21,886 $ 0.63 $ 5,392 Option plan increase 500 — $ — — Options granted (3,490 ) 3,490 $ 3.86 — Options exercised — (264 ) $ 0.43 — Options forfeited or cancelled 1,198 (1,198 ) $ 0.41 — Balance at December 31, 2022 1,222 23,914 $ 1.11 $ 4,840 Exercisable at December 31, 2022 17,112 $ 0.66 $ 4,670 |
Schedule of Outstanding Stock Options | Additional information regarding Calidi’s outstanding stock options is summarized below: Schedule of Outstanding Stock Options Options Outstanding at June 30, 2023 Exercise Prices Number Weighted Weighted $ 0.20 0.25 9,649 3.67 $ 0.25 $ 0.75 1.00 8,359 6.97 $ 0.95 $ 1.01 1.67 1,322 8.25 $ 1.67 $ 2.96 4,157 9.09 $ 2.96 $ 0.20 2.96 23,487 7.29 $ 1.06 | Additional information regarding Calidi’s outstanding stock options is summarized below: Schedule of Outstanding Stock Options Options Outstanding at Exercise Prices Number Weighted Weighted $ 0.20 0.25 9,999 4.14 $ 0.25 $ 0.75 1.00 9,107 7.44 $ 0.94 $ 1.01 1.67 1,342 8.75 $ 1.67 $ 3.86 3,466 9.34 $ 3.86 $ 0.20 3.86 23,914 7.48 $ 1.11 |
Schedule of Stock-Based Compensation Expense | Calidi recorded stock-based compensation expense in the following categories on the accompanying consolidated statements of operations for the periods presented (in thousands): Schedule of Stock-Based Compensation Expense 2023 2022 Six Months Ended 2023 2022 Research and development $ 596 $ 234 General and administrative 1,918 2,168 Total stock-based compensation expense $ 2,514 $ 2,402 | Calidi recorded stock-based compensation expense in the following categories on the accompanying consolidated statements of operations for the years ended December 31, 2022 and 2021 (in thousands): Schedule of Stock-Based Compensation Expense Year Ended 2022 2021 Research and development $ 747 $ 220 General and administrative 3,775 1,107 Total stock-based compensation expense $ 4,522 $ 1,327 |
Schedule of Stock Options Valuation Assumptions | Schedule of Stock Options Valuation Assumptions Six Months Ended 2023 2022 Expected life (in years) 5.87 6.01 Risk-free interest rates 3.73 % 1.86 % Volatility 89.34 % 88.45 % Dividend yield 0.0 % 0.0 % | Schedule of Stock Options Valuation Assumptions Year Ended 2022 2021 Expected life (in years) 6.00 6.00 Risk-free interest rates 2.09 % 1.32 % Volatility 88.35 % 79.88 % Dividend yield 0.0 % 0.0 % |
Customer Contracts (Tables)
Customer Contracts (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Supplemental Cash Flow Information Related to Operating and Financing Leases | The following table presents supplemental cash flow information related to operating and financing leases for the periods presented (in thousands): Schedule of Supplemental Cash Flow Information Related to Operating and Financing Leases 1 2 Six Months Cash paid for amounts included in the measurement of lease liabilities: 2023 2022 Operating cash flows from operating leases $ 1,005 $ 317 Operating cash flows from financing leases 36 41 Financing cash flows from financing leases 9 7 Right-of-use assets obtained in exchange for new lease liabilities: Operating lease $ 4,714 $ 223 | The following table presents supplemental cash flow information related to operating and financing leases for the years ended December 31, 2022 and 2021 (in thousands): Schedule of Supplemental Cash Flow Information Related to Operating and Financing Leases 1 3 Year Ended 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (1) $ 877 $ 339 Operating cash flows from financing leases 14 6 Financing cash flows from financing leases 81 30 Right-of-use assets obtained in exchange for lease obligation: Operating lease $ 204 $ 68 (1) Includes payments made for operating leases with a term of one year or less. |
Schedule of Supplemental Balance Sheet Information Related to Operating and Financing Leases | The following table presents supplemental balance sheet information related to operating and financing leases as of June 30, 2023 (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Operating and Financing Leases Operating leases Right-of-use assets, net $ 4,576 $ 216 Right-of-use lease liabilities, current $ 956 $ 42 Right-of-use lease liabilities, noncurrent 3,546 173 Total operating lease liabilities $ 4,502 $ 215 Financing Leases Machinery and equipment, gross $ 423 $ 281 Accumulated depreciation (211 ) (140 ) Machinery and equipment, net $ 212 $ 141 Current liabilities $ 70 $ 50 Noncurrent liabilities 110 76 Total financing lease liabilities $ 180 $ 126 Weighted average remaining lease term Operating leases 3.7 4.7 Financing leases 3.1 3.3 Weighted average discount rate Operating leases 11.8 % 5.9 % Financing leases 8.7 % 13.7 % | The following table presents supplemental balance sheet information related to operating and financing leases as of December 31, 2022 and 2021 (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Operating and Financing Leases 1 2 December 31, 2022 2021 Operating leases Right-of-use assets, net $ 199 $ 88 Right-of-use lease liabilities, current $ 44 $ 90 Right-of-use lease liabilities, noncurrent 305 5 Total operating lease liabilities $ 349 $ 95 Financing Leases Machinery and equipment, gross $ 417 205 Accumulated depreciation (173 ) (119 ) Machinery and equipment, net $ 244 $ 86 Current liabilities $ 72 46 Noncurrent liabilities 142 38 Total financing lease liabilities $ 214 $ 84 Weighted average remaining lease term Operating leases 4.3 0.5 Financing leases 3.5 2.6 Weighted average discount rate Operating leases 5.9 % 5.70 % Financing leases 9.14 % 17.46 % |
Schedule of Future Minimum Lease Commitments | The following table presents future minimum lease commitments as of June 30, 2023 (in thousands): Schedule of Future Minimum Lease Commitments Operating Financing Year Ending December 31, 2023 (July – December) $ 695 $ 43 2024 1,422 65 2025 1,461 44 2026 and thereafter 1,984 48 Total minimum lease payments 5,562 200 Less: amounts representing interest (1,060 ) (20 ) Present value of net minimum lease payments $ 4,502 $ 180 | The following table presents future minimum lease commitments as of December 31, 2022 (in thousands): Schedule of Future Minimum Lease Commitments Operating Leases Financing Leases Year Ending December 31, 2023 55 87 2024 54 65 2025 52 43 2026 52 41 2027 and thereafter 238 7 Total minimum lease payments 451 243 Less: amounts representing interest (102 ) (29 ) Present value of net minimum lease payments $ 349 $ 214 |
Organization, Description of _2
Organization, Description of the Business, the Proposed Merger and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 16, 2023 | Mar. 12, 2023 | Jan. 09, 2023 | Dec. 06, 2022 | Sep. 19, 2022 | Sep. 13, 2022 | Sep. 14, 2021 | Sep. 09, 2021 | Sep. 14, 2023 | Mar. 14, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity, Shares Outstanding | 205,999 | ||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common StockValue | $ 2,000 | $ 2,000 | $ 2,000 | $ 2,000 | |||||||||||
Common Stock, Shares Authorized | 120,000,000 | 120,000,000 | 120,000,000 | 120,000,000 | |||||||||||
Cash | $ 1,918,000 | $ 2,137,000 | $ 372,000 | $ 2,137,000 | |||||||||||
Proceeds from Issuance of Common Stock | 35,000 | ||||||||||||||
Separate cash deposit | $ 150,000 | ||||||||||||||
Money market account | 118,000 | ||||||||||||||
Credit Card Receivable [Member] | |||||||||||||||
Restricted Cash | $ 100,000 | ||||||||||||||
First Light Acquisition Group Inc [Member] | |||||||||||||||
Merger consideration | $ 250,000,000 | ||||||||||||||
Merger, share price | $ 10,000,000 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Proceeds from issuance of preferred stock | |||||||||||||||
First Light Acquisition Group Inc [Member] | |||||||||||||||
Proceeds from the Issuance of Temporary Equity | $ 5,095,733 | 230,000,000 | |||||||||||||
Payment to acquire restricted investments | $ 230,000,000 | $ 415,626 | 1,342,596 | 230,000,000 | 2,324,312 | ||||||||||
Restricted investment value per share | $ 10 | ||||||||||||||
Term Of Restricted Investments | 180 days | ||||||||||||||
Percentage of amount deposited in trust account | 1% | ||||||||||||||
Waiver of deferred underwriter fee payable | $ 8,050,000 | ||||||||||||||
Escalation period | 5 years | ||||||||||||||
Number of trading days from the closing period | 20 days | 20 days | |||||||||||||
Number of consecutive trading days from the closing period | 30 days | 30 days | |||||||||||||
Cash | 669,867 | 1,062,653 | 93,892 | $ 1,062,653 | |||||||||||
Net Working Capital | 7,386,962 | (4,134,242) | |||||||||||||
Net Working Capital | $ (7,386,962) | 4,134,242 | |||||||||||||
Proceeds from Issuance of Common Stock | $ 25,000 | $ 25,000 | |||||||||||||
Assets Held In Trust | $ 41,679,745 | ||||||||||||||
First Light Acquisition Group Inc [Member] | Greater Than Or Equal To Twelve Us Dollars Per Share [Member] | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 12 | $ 12 | |||||||||||||
Common Stock, Shares Authorized | 4,500,000 | ||||||||||||||
First Light Acquisition Group Inc [Member] | Greater Than Or Equal To Fourteen Us Dollars Per Share [Member] | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 14 | ||||||||||||||
Common Stock, Shares Authorized | 4,500,000 | ||||||||||||||
First Light Acquisition Group Inc [Member] | Greater Than Or Equal To Sixteen Us Dollars Per Share [Member] | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 16 | ||||||||||||||
Common Stock, Shares Authorized | 4,500,000 | ||||||||||||||
First Light Acquisition Group Inc [Member] | Greater Than Or Equal To Eighteen Us Dollars Per Share [Member] | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 18 | ||||||||||||||
Common Stock, Shares Authorized | 4,500,000 | ||||||||||||||
First Light Acquisition Group Inc [Member] | Calidi Biotherapeutics Inc [Member] | |||||||||||||||
Business combination, consideration transferred | $ 25,000,000 | ||||||||||||||
First Light Acquisition Group Inc [Member] | Subsequent Event [Member] | |||||||||||||||
Payment to acquire restricted investments | $ 423,186 | ||||||||||||||
First Light Acquisition Group Inc [Member] | Common Class A [Member] | |||||||||||||||
Redemption of Class A common stock shares | 18,871,976 | 18,871,976 | |||||||||||||
Temporary Equity, Shares Outstanding | 4,128,024 | 4,128,024 | 4,128,024 | 23,000,000 | 4,128,024 | 23,000,000 | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common StockValue | |||||||||||||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | ||||||||||||||
First Light Acquisition Group Inc [Member] | New Calidi Common Stock [Member] | |||||||||||||||
Redemption of Class A common stock shares | 2,000,000 | ||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||||||
Common StockValue | $ 250,000,000 | ||||||||||||||
Common Stock, Shares Authorized | 200,000 | ||||||||||||||
Percentage of shares outstanding | 10% | ||||||||||||||
First Light Acquisition Group Inc [Member] | Series B Preferred Stock [Member] | Security Purchase Agreement [Member] | |||||||||||||||
Stock issued during period value preferred stock | $ 12,500,000 | ||||||||||||||
Stock issued during period shares preferred stock | 389,968 | ||||||||||||||
First Light Acquisition Group Inc [Member] | Series B Preferred Stock [Member] | Security Purchase Agreement [Member] | Initial Investment [Member] | |||||||||||||||
Proceeds from issuance of preferred stock | $ 5,000,000 | ||||||||||||||
Stock issued during period shares preferred stock | 255,987 | ||||||||||||||
First Light Acquisition Group Inc [Member] | Series B Preferred Stock [Member] | Security Purchase Agreement [Member] | Subsequent Investment [Member] | |||||||||||||||
Proceeds from issuance of preferred stock | $ 7,500,000 | ||||||||||||||
Stock issued during period shares preferred stock | 133,981 | ||||||||||||||
First Light Acquisition Group Inc [Member] | Series B Preferred Stock [Member] | Share Transfer Agreement [Member] | |||||||||||||||
Preferred stock value per each founder share transfer | $ 100 | ||||||||||||||
First Light Acquisition Group Inc [Member] | Common Class B [Member] | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common StockValue | $ 575 | $ 575 | $ 575 | $ 575 | |||||||||||
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | |||||||||||
First Light Acquisition Group Inc [Member] | Common Class B [Member] | Sponsor and Metric [Member] | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||||||
First Light Acquisition Group Inc [Member] | Private Placement Warrants [Member] | |||||||||||||||
Temporary equity issue price per share | $ 1.50 | ||||||||||||||
Class of warrants or rights warrants issued during the period units | 3,397,155 | ||||||||||||||
IPO [Member] | First Light Acquisition Group Inc [Member] | |||||||||||||||
Temporary equity stock shares issued during the period new issues | 23,000,000 | 23,000,000 | |||||||||||||
Temporary equity issue price per share | $ 10 | $ 10 | |||||||||||||
Temporary equity stock shares issued during the period new issues | $ 230,000,000 | ||||||||||||||
Payment to acquire restricted investments | $ 230,000,000 | ||||||||||||||
Over-Allotment Option [Member] | First Light Acquisition Group Inc [Member] | |||||||||||||||
Temporary equity stock shares issued during the period new issues | 230,000,000 | 3,000,000 | |||||||||||||
IPO Including Over allotment [Member] | First Light Acquisition Group Inc [Member] | |||||||||||||||
Temporary Equity Stock Issued During Period Value New Issues | $ 5,095,733 |
Schedule of Computation Details
Schedule of Computation Details of Final Net Income Loss Available to Common Stockholders (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net income | $ (18,963,000) | $ (12,316,000) | $ (25,427,000) | $ (10,933,000) | |||
First Light Acquisition Group Inc [Member] | |||||||
Net income | $ (4,268,408) | $ 4,161,210 | (6,492,948) | 5,623,403 | $ 3,386,750 | 3,530,190 | |
Accretion of temporary equity to redemption value | (307,306) | (159,999) | (761,142) | (178,770) | (31,641,174) | (2,458,852) | |
Net loss including accretion of temporary equity to redemption value | $ (4,575,714) | $ 4,001,211 | $ (7,254,090) | $ 5,444,633 | $ (28,254,424) | $ 1,071,338 |
Schedule of Earnings Per Share,
Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted average number of shares, Basic | 20,940 | 20,276 | 20,433 | 19,748 | |||
Earnings Per Share, Basic | $ (0.91) | $ (0.61) | $ (1.24) | $ (0.55) | |||
Weighted average number of shares, Diluted | 20,940 | 20,276 | 20,433 | 19,748 | |||
Earnings Per Share, Diluted | $ (0.91) | $ (0.61) | $ (1.24) | $ (0.55) | |||
First Light Acquisition Group Inc [Member] | |||||||
Allocation of net loss including accretion of temporary equity | $ (4,575,714) | $ 4,001,211 | $ (7,254,090) | $ 5,444,633 | $ (28,254,424) | $ 1,071,338 | |
Common Stock Subject To Possible Redemption [Member] | Common Class A [Member] | First Light Acquisition Group Inc [Member] | |||||||
Allocation of net loss including accretion of temporary equity | (1,912,190) | 3,200,969 | (3,031,481) | 4,355,706 | (22,485,584) | 808,358 | |
Plus: accretion applicable to Class A redeemable shares | 307,306 | 159,999 | 761,142 | 178,770 | 31,641,174 | 2,458,852 | |
Total income (loss) by Class | $ (1,604,884) | $ 3,360,968 | $ (2,270,339) | $ 4,534,476 | $ 9,155,590 | $ 3,267,210 | |
Weighted average number of shares, Basic | 4,128,024 | 23,000,000 | 4,128,024 | 23,000,000 | 8,890,071 | 17,674,483 | |
Earnings Per Share, Basic | $ (0.39) | $ 0.15 | $ (0.55) | $ 0.20 | $ 1.03 | $ 0.18 | |
Weighted average number of shares, Diluted | 8,890,071 | 17,674,483 | |||||
Earnings Per Share, Diluted | $ 1.03 | $ 0.18 | |||||
Common Stock Subject To Possible Redemption [Member] | Common Class B [Member] | First Light Acquisition Group Inc [Member] | |||||||
Allocation of net loss including accretion of temporary equity | $ (2,663,524) | $ 800,242 | $ (4,222,609) | $ 1,088,927 | $ (5,768,840) | $ 262,980 | |
Plus: accretion applicable to Class A redeemable shares | |||||||
Total income (loss) by Class | $ (2,663,524) | $ 800,242 | $ (4,222,609) | $ 1,088,927 | $ (5,768,840) | $ 262,980 | |
Weighted average number of shares, Basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |
Earnings Per Share, Basic | $ (0.46) | $ 0.14 | $ (0.73) | $ 0.19 | $ (1) | $ 0.05 | |
Weighted average number of shares, Diluted | 5,750,000 | 5,750,000 | |||||
Earnings Per Share, Diluted | $ (1) | $ 0.05 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 06, 2022 | Oct. 27, 2022 | Sep. 19, 2022 | Sep. 13, 2022 | Sep. 30, 2021 | Sep. 14, 2021 | Sep. 09, 2021 | Jun. 30, 2023 | Mar. 14, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 19, 2023 | Jun. 16, 2023 | Dec. 31, 2020 | Jun. 29, 2020 | |
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Cash | $ 1,918,000 | $ 1,918,000 | $ 2,137,000 | $ 372,000 | $ 2,137,000 | ||||||||||||||
Temporary Equity, Shares Outstanding | 205,999 | 205,999 | |||||||||||||||||
Unrecognized Tax Benefits | 1,077,000 | 1,239,000 | 1,077,000 | $ 965,000 | |||||||||||||||
Lease description | (i) greater than or equal to 75% to determine whether the lease term is a major part of the remaining economic life of the underlying asset; and (ii) greater than or equal to 90% to determine whether the present value of the sum of lease payments is substantially all of the fair value of the underlying asset. | ||||||||||||||||||
Related party Series B preferred stock liability, at fair value | $ 7,600,000 | $ 7,600,000 | $ 2,400,000 | ||||||||||||||||
Related party proceeds from issuance of Series B preferred stock | 5,150,000 | 5,150,000 | $ 100,000 | ||||||||||||||||
Caldi co funded amount | 5,799,000 | $ 3,049,000 | 7,257,000 | 3,798,000 | |||||||||||||||
Grant income | 1,580,000 | ||||||||||||||||||
capitalized net of tax | $ 1,300,000 | ||||||||||||||||||
Valuation allowance | $ 5,000,000 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Property plant and equipment useful life | 3 years | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Property plant and equipment useful life | 5 years | ||||||||||||||||||
S N V 1 Program [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Caldi co funded amount | $ 800,000 | ||||||||||||||||||
California Institute For Regenerative Medicine Grants [Member] | S N V 1 Program [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Grants receivables | $ 3,100,000 | 0 | 0 | $ 0 | |||||||||||||||
Proceeds from grants | 1,520,000 | 740,000 | |||||||||||||||||
Grant income | 1,580,000 | ||||||||||||||||||
First Light Acquisition Group Inc [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Cash | 669,867 | 669,867 | 1,062,653 | 93,892 | 1,062,653 | ||||||||||||||
Cash equivalents value | $ 0 | 0 | 0 | 0 | 0 | ||||||||||||||
Payments to Acquire Restricted Investments | $ 230,000,000 | $ 415,626 | $ 1,342,596 | 230,000,000 | $ 2,324,312 | ||||||||||||||
Percentage Of Public Shares To Be Redeemed In Case Business Combination Does Not Occur | 100% | 100% | 100% | ||||||||||||||||
Initial business combination within months | 15 months | ||||||||||||||||||
Cash Held in Trust Account | $ 43,214,249 | $ 43,214,249 | 230,004,784 | $ 42,453,107 | 230,004,784 | ||||||||||||||
Aggregate Transaction Costs | 22,517,064 | ||||||||||||||||||
Stock Underwriting Expenses | 2,335,058 | ||||||||||||||||||
Deferred Underwriting Fees Payable | 8,050,000 | 8,050,000 | 8,050,000 | ||||||||||||||||
Other Offering Costs | 640,129 | $ 640,129 | |||||||||||||||||
Excess Fair Value Of Shares Held By Related Party | 11,491,877 | ||||||||||||||||||
Waiver of deferred underwriter fee payable | $ 8,050,000 | ||||||||||||||||||
Accretion of Class A common stock to redemption value | (31,636,390) | ||||||||||||||||||
Accretion of temporary equity to redemption value | (307,306) | $ (159,999) | (761,142) | $ (178,770) | (31,641,174) | (2,458,852) | |||||||||||||
Unrecognized Tax Benefits | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | 0 | 0 | 0 | $ 0 | ||||||||||||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | 250,000 | ||||||||||||||||
Accretion of Class A common stock to redemption value | 31,636,390 | ||||||||||||||||||
First Light Acquisition Group Inc [Member] | Retained Earnings [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Redemption of Class A common stock Value | |||||||||||||||||||
Aggregate Transaction Costs | 989,674 | ||||||||||||||||||
Waiver of deferred underwriter fee payable | 8,050,000 | ||||||||||||||||||
Accretion of Class A common stock to redemption value | (18,069,355) | ||||||||||||||||||
Accretion of Class A common stock to redemption value | 18,069,355 | ||||||||||||||||||
First Light Acquisition Group Inc [Member] | Additional Paid-in Capital [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Redemption of Class A common stock Value | |||||||||||||||||||
Aggregate Transaction Costs | 21,527,389 | ||||||||||||||||||
Waiver of deferred underwriter fee payable | |||||||||||||||||||
Accretion of Class A common stock to redemption value | (13,567,035) | ||||||||||||||||||
Accretion of Class A common stock to redemption value | 13,567,035 | ||||||||||||||||||
First Light Acquisition Group Inc [Member] | Class B Common Stock [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Redemption of Class A common stock Value | |||||||||||||||||||
Aggregate Transaction Costs | $ 21,527,390 | ||||||||||||||||||
Waiver of deferred underwriter fee payable | |||||||||||||||||||
Accretion of Class A common stock to redemption value | |||||||||||||||||||
Accretion of Class A common stock to redemption value | |||||||||||||||||||
First Light Acquisition Group Inc [Member] | Common Class A [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Redemption of Class A common stock ,Shares | 18,871,976 | 18,871,976 | |||||||||||||||||
Redemption of Class A common stock Value | $ 190,010,529 | ||||||||||||||||||
Temporary Equity, Shares Outstanding | 4,128,024 | 4,128,024 | 4,128,024 | 4,128,024 | 23,000,000 | 4,128,024 | 23,000,000 | ||||||||||||
Accretion of Class A common stock to redemption value | $ 307,306 | $ 761,142 | $ (31,641,174) | $ (2,458,852) | |||||||||||||||
Accretion of temporary equity to redemption value | 43,214,249 | 230,004,784 | 42,453,107 | ||||||||||||||||
Accretion of Class A common stock to redemption value | $ (307,306) | $ (761,142) | $ 31,641,174 | $ 2,458,852 | |||||||||||||||
First Light Acquisition Group Inc [Member] | Common Class A [Member] | Common Stock [Member] | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||
Redemption of Class A common stock ,Shares | 18,871,976 | ||||||||||||||||||
Redemption of Class A common stock Value | $ 190,010,529 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - First Light Acquisition Group Inc [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 14, 2021 | Sep. 09, 2021 | Mar. 14, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Payment to acquire restricted investments | $ 230,000,000 | $ 415,626 | $ 1,342,596 | $ 230,000,000 | $ 2,324,312 | ||
Cash set aside from the trust account for meeting stock issuance costs | 2,081,180 | 2,081,180 | |||||
Aggregate transaction costs | 22,517,064 | ||||||
Payment of underwriting discount | 2,335,058 | ||||||
Deferred underwriting fees payable | $ 8,050,000 | $ 8,050,000 | |||||
Other offering costs | 640,129 | $ 640,129 | |||||
Excess fair value of shares held by related party | $ 11,491,877 | ||||||
Public Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Temporary equity stock issued during period shares new issues | 23,000,000 | 23,000,000 | |||||
Temporary equity issue price per share | $ 10 | $ 10 | |||||
Payment to acquire restricted investments | $ 230,000,000 | ||||||
Aggregate transaction costs | 22,517,064 | ||||||
Excess fair value of shares held by related party | $ 11,491,877 | ||||||
Over-Allotment Option [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Temporary equity stock issued during period shares new issues | 230,000,000 | 3,000,000 | |||||
IPO Including Overallotement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Temporary equity issue price per share | $ 10 | ||||||
Public Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 |
Private Placement (Details Narr
Private Placement (Details Narrative) - First Light Acquisition Group Inc [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Jun. 30, 2023 | Aug. 21, 2021 | |
Proceeds from sale of warrants | $ 5,095,733 | ||||
Common Class A [Member] | |||||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | ||||
Private Placement Warrants [Member] | |||||
Class of warrants or rights warrants issued during the period units | 3,397,155 | ||||
Class of warrants or rights warrants issued during the period units | $ 1.50 | ||||
Proceeds from sale of warrants | $ 5,095,733 | ||||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | $ 11.50 | |||
Private Placement Warrants [Member] | Common Class A [Member] | |||||
Number of securities called by each warrant or right | 1 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jan. 31, 2023 | Dec. 31, 2022 | Sep. 14, 2021 | Sep. 13, 2021 | Aug. 21, 2021 | Mar. 24, 2021 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 13, 2022 | Mar. 31, 2021 | Nov. 30, 2020 | |
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, value, issued for services | $ 158,000 | $ 205,000 | $ 122,000 | ||||||||||||
Stock issued during period, shares, new issues | 425,001 | 263,646 | 120,000,000 | 35,000 | |||||||||||
Debt instrument, face amount | $ 5,265,000 | $ 8,515,000 | $ 4,403,000 | $ 5,265,000 | $ 4,403,000 | ||||||||||
Maximum borrowing capacity | $ 1,000,000 | ||||||||||||||
First Light Acquisition Group Inc [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Interest payable, current | 7,719 | 143,589 | 7,719 | ||||||||||||
Derivative liability, current | 32,865 | 273,448 | 32,865 | ||||||||||||
Fair value of consulting services recognized as financing expense | $ 360,000 | ||||||||||||||
Proceeds from related party debt | 722,500 | 188,804 | 1,257,500 | ||||||||||||
First Light Acquisition Group Inc [Member] | Promissory Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 1,490,000 | $ 905,000 | $ 1,490,000 | 905,000 | |||||||||||
First Light Acquisition Group Inc [Member] | Promissory Note [Member] | Interest Rate At Fifty Percent [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt instrument percentage of accrued interest | 50% | 50% | 50% | ||||||||||||
Interest payable, current | $ 7,719 | $ 143,589 | 7,719 | ||||||||||||
First Light Acquisition Group Inc [Member] | Promissory Note [Member] | Interest Rate At Hundred Percent [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt instrument percentage of accrued interest | 100% | 100% | |||||||||||||
Cumulative amount drawn | $ 767,500 | 1,490,000 | 767,500 | ||||||||||||
Derivative liability, current | 32,865 | 273,448 | 32,865 | ||||||||||||
Common Class A [Member] | First Light Acquisition Group Inc [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, shares, new issues | 5,000,000 | ||||||||||||||
Sponsor [Member] | First Light Acquisition Group Inc [Member] | Working Capital Loan [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to related parties, current | $ 0 | 0 | $ 0 | 0 | |||||||||||
Debt instrument, convertible, conversion price | $ 1.50 | $ 1.50 | |||||||||||||
Debt instrument, convertible, carrying amount of equity component | $ 1,500,000 | $ 1,500,000 | |||||||||||||
Bank overdrafts | 0 | $ 0 | 0 | $ 0 | |||||||||||
Sponsor [Member] | First Light Acquisition Group Inc [Member] | Administrative And Support Services [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction, amounts of transaction | $ 10,000 | ||||||||||||||
Sponsor [Member] | First Light Acquisition Group Inc [Member] | Promissory Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 300,000 | ||||||||||||||
Debt instrument forgiveness | 490,000 | ||||||||||||||
Cancellation of promissory notes | 490,000 | ||||||||||||||
Proceeds from related party debt | $ 188,804 | ||||||||||||||
Sponsor [Member] | First Light Acquisition Group Inc [Member] | Extension Loans [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 4,600,000 | ||||||||||||||
Debt instrument, convertible, conversion price | $ 1.50 | ||||||||||||||
Sponsor [Member] | First Light Acquisition Group Inc [Member] | Working Capital Loan [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to related parties, current | $ 0 | $ 0 | $ 0 | ||||||||||||
Sponsor [Member] | First Light Acquisition Group Inc [Member] | Administrative And Support Services [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction, amounts of transaction | $ 10,000 | ||||||||||||||
Sponsor [Member] | Common Class B [Member] | First Light Acquisition Group Inc [Member] | Share Price More Than Or Equals To USD Twelve [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Share transfer, trigger price per share | $ 12 | $ 12 | |||||||||||||
Sponsor [Member] | Common Class A [Member] | First Light Acquisition Group Inc [Member] | Share Price More Than Or Equals To USD Twelve [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Share transfer, trigger price per share | $ 12 | ||||||||||||||
Number of consecutive trading days for determining share price | 20 days | ||||||||||||||
Number of consecutive trading days for determining share price | 30 days | ||||||||||||||
Threshold number of trading days for determining share price from date of business combination | 120 days | 120 days | |||||||||||||
Number of trading days for determining share price | 30 days | ||||||||||||||
Anchor Investor [Member] | First Light Acquisition Group Inc [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, shares, issued for services | 1,452,654 | ||||||||||||||
Sponsor and Metric [Member] | First Light Acquisition Group Inc [Member] | Promissory Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 490,000 | ||||||||||||||
Due to related parties, current | $ 490,000 | $ 0 | $ 490,000 | ||||||||||||
Founder Shares [Member] | Common Class B [Member] | First Light Acquisition Group Inc [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Percentage of common stock issued and outstanding | 20% | ||||||||||||||
Founder Shares [Member] | Sponsor [Member] | First Light Acquisition Group Inc [Member] | Two Third Party Investors [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, shares, issued for services | 850,000 | ||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member] | First Light Acquisition Group Inc [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, value, issued for services | $ 5,750,000 | ||||||||||||||
Stock issued during period, shares, new issues | 25,000 | ||||||||||||||
Founder Shares [Member] | Anchor Investor [Member] | First Light Acquisition Group Inc [Member] | Two Third Party Investors [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Stock issued during period, shares, issued for services | 850,000 |
Convertible Preferred Stock, _2
Convertible Preferred Stock, Common Stock and Stockholders’ Deficit (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 14, 2023 | Sep. 12, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 16, 2023 | Sep. 19, 2022 | Sep. 13, 2022 | Aug. 21, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 09, 2023 | Feb. 10, 2022 | Feb. 09, 2022 | Sep. 14, 2021 | Dec. 31, 2020 | ||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares authorized | 40,000,000 | ||||||||||||||||||
Common stock, shares authorized | 120,000,000 | 120,000,000 | 120,000,000 | 120,000,000 | 120,000,000 | 120,000,000 | |||||||||||||
Common stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Temporary equity, shares outstanding | 205,999 | 205,999 | 205,999 | 205,999 | |||||||||||||||
Common stock, shares, issued | 21,150,000 | 21,150,000 | 21,150,000 | 21,150,000 | 20,622,000 | 19,928,000 | |||||||||||||
Common stock, shares, outstanding | 21,150,000 | 21,150,000 | 21,150,000 | 21,150,000 | 20,622,000 | 19,928,000 | |||||||||||||
Number of shares issued | 425,001 | 263,646 | 120,000,000 | 35,000 | |||||||||||||||
Number of shares issued value | $ 272,000 | $ 35,000 | |||||||||||||||||
Common stock shares issued | 21,150,095 | 21,150,095 | 21,150,095 | 21,150,095 | 20,622,204 | ||||||||||||||
Common stock shares outstanding | 21,150,095 | 21,150,095 | 21,150,095 | 21,150,095 | 20,622,204 | 19,928,108 | |||||||||||||
Number of warrants outstanding | 4,050,000 | 4,050,000 | 4,050,000 | 4,050,000 | 4,050,000 | 4,050,000 | |||||||||||||
[custom:ClassOfWarrantOrRightIssued-0] | 4,050,000 | 4,050,000 | 4,050,000 | 4,050,000 | 4,050,000 | ||||||||||||||
Weighted average exercise price | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||
Number of shares issued | 263,646 | ||||||||||||||||||
Number of shares issued for services value | $ 158,000 | $ 205,000 | $ 122,000 | ||||||||||||||||
2021 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares of common stock | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||
Share price | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||||||
Residual value | $ 22,000 | $ 22,000 | |||||||||||||||||
2020 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares of common stock | 1,050,000 | 1,050,000 | 1,050,000 | 1,050,000 | 1,050,000 | ||||||||||||||
Share price | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||||||
Residual value | $ 63,000 | $ 63,000 | |||||||||||||||||
2020 LOC Warrants [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares of common stock | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||
Share price | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||||||
Estimated fair value of warrants | $ 634,000 | $ 634,000 | $ 634,000 | $ 634,000 | $ 634,000 | ||||||||||||||
Term Note Agreement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 102,889 | 38,860 | 100,000 | ||||||||||||||||
Number of shares issued for services | 131,000 | 141,590 | 121,735 | ||||||||||||||||
Number of shares issued | 250,000 | ||||||||||||||||||
Number of shares issued for services value | $ 122,000 | ||||||||||||||||||
Subsequent Event [Member] | 2021 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares exercised as cash less | 900,000 | ||||||||||||||||||
Subsequent Event [Member] | 2020 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares exercised as cash less | 945,000 | ||||||||||||||||||
Calidi Cure [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Change in fair value | $ 2,400,000 | ||||||||||||||||||
Change in fair value | $ 100,000 | ||||||||||||||||||
Calidi Cure Conversion Price [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Conversion price | $ 200,000,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 102,889 | 35,000 | |||||||||||||||||
Number of shares issued value | |||||||||||||||||||
Common stock shares outstanding | 21,150,094 | 21,150,094 | 21,150,094 | 21,150,094 | 20,576,754 | 20,622,204 | 19,928,108 | 19,521,373 | |||||||||||
Number of shares issued for services | 131,000 | 141,590 | 121,735 | ||||||||||||||||
Number of shares issued for services value | |||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Weighted average exercise price | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||
Weighted average remaining contractual life (years) outstanding | 7 years 4 months 13 days | 7 years 7 months 13 days | 7 years 10 months 13 days | 8 years 10 months 13 days | |||||||||||||||
Warrant [Member] | Subsequent Event [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares exercised as cash less | 1,800,000 | ||||||||||||||||||
Convertible Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares authorized | 40,000,000 | 40,000,000 | |||||||||||||||||
Preferred stock par value per share | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Temporary equity, shares outstanding | 17,263,568 | 17,263,568 | 17,263,568 | 17,263,568 | 17,263,568 | 16,856,425 | |||||||||||||
Initial closing amont Classified as liability | $ 9,601,000 | $ 9,601,000 | $ 9,601,000 | $ 9,601,000 | $ 9,601,000 | $ 9,001,000 | |||||||||||||
Founders [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Temporary equity, shares outstanding | 10,402,285 | 10,402,285 | 10,402,285 | 10,402,285 | 10,402,285 | 10,402,285 | |||||||||||||
Conversion price | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||||
Initial closing amont Classified as liability | $ 1,354,000 | $ 1,354,000 | $ 1,354,000 | $ 1,354,000 | $ 1,354,000 | $ 1,354,000 | |||||||||||||
Series A 1 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Temporary equity, shares outstanding | 4,316,400 | 4,316,400 | 4,316,400 | 4,316,400 | 4,316,400 | 4,166,400 | |||||||||||||
Conversion price | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||||||
Initial closing amont Classified as liability | $ 3,871,000 | $ 3,871,000 | $ 3,871,000 | $ 3,871,000 | $ 3,871,000 | $ 3,721,000 | |||||||||||||
Series A 2 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Temporary equity, shares outstanding | 2,544,883 | 2,544,883 | 2,544,883 | 2,544,883 | 2,544,883 | 2,287,740 | |||||||||||||
Conversion price | $ 1.75 | $ 1.75 | $ 1.75 | $ 1.75 | $ 1.75 | ||||||||||||||
Initial closing amont Classified as liability | $ 4,376,000 | $ 4,376,000 | $ 4,376,000 | $ 4,376,000 | $ 4,376,000 | $ 3,926,000 | |||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Preferred stock, shares outstanding | [1] | 2,014,000 | 2,014,000 | 2,014,000 | 2,014,000 | ||||||||||||||
Conversion price | $ 2.55 | $ 2.55 | $ 2.55 | $ 2.55 | $ 2.83 | ||||||||||||||
Number of shares issued | 1,000,000 | ||||||||||||||||||
Sale of stock price per share | $ 25 | ||||||||||||||||||
Number of shares issued value | $ 25,000,000 | ||||||||||||||||||
Per share | $ 25 | $ 25 | $ 25 | $ 25 | |||||||||||||||
Preferred stock conversion basis | i) the Closing of the business combination or a qualified public offering by Calidi, or ii) on June 30, 2025. A qualified public offering shall occur upon the sale and firm commitment in an underwritten public offering in which Calidi sells at least $10.0 million at a price per share equal to or greater than the Conversion Price defined above respectively which was sold to the public and listed on a national securities exchange | ||||||||||||||||||
Purchase of shares | 12,500,000 | ||||||||||||||||||
Aggregate financing cost | $ 2,700,000 | ||||||||||||||||||
Common stock shares issued | 20,000,000 | ||||||||||||||||||
Series B Preferred Stock [Member] | Mr. Camaisa [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Purchase price | $ 12,500,000 | ||||||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Repayment investment percentage | 10% | ||||||||||||||||||
Repurchase price | $ 5,500,000 | ||||||||||||||||||
Series B Preferred Stock [Member] | Calidi Cure [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued value | 150,000 | ||||||||||||||||||
Number of shares committed to purchase Value | $ 12,500,000 | ||||||||||||||||||
Committed to purchasing | 500,000 | ||||||||||||||||||
Change in fair value | $ 2,700,000 | ||||||||||||||||||
Valuation amount | 50,000,000 | ||||||||||||||||||
Series B Preferred Stock [Member] | Calidi Cure Tranche One [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares committed to purchase Value | $ 5,000,000 | ||||||||||||||||||
Committed to purchasing | 199,999 | ||||||||||||||||||
Series B Preferred Stock [Member] | Calidi Cure Tranche Two [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares committed to purchase Value | $ 7,500,000 | ||||||||||||||||||
Committed to purchasing | 300,001 | ||||||||||||||||||
FLAG Class B Common Stock [Member] | Calidi Cure [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 1,500 | ||||||||||||||||||
Series A-1 Convertible Preferred Stock [Member] | Two Thousand Seventeen Convertible Note [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares authorized | 150,000 | ||||||||||||||||||
Series A-2 Convertible Preferred Stock [Member] | Two Thousand Eighteen Convertible Note [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares authorized | 257,143 | ||||||||||||||||||
First Light Acquisition Group Inc [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Preferred stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Common stock, shares, issued | 4,128,024 | 23,000,000 | |||||||||||||||||
Common stock, shares, outstanding | 4,128,024 | 23,000,000 | |||||||||||||||||
Initial closing amont Classified as liability | $ 42,453,107 | $ 230,004,784 | |||||||||||||||||
Common stock shares issued | 1 | ||||||||||||||||||
First Light Acquisition Group Inc [Member] | Common Class A [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||||
Common stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Redemption of Class A common stock, Share | 18,871,976 | 18,871,976 | |||||||||||||||||
Redemption of class A common stock value | $ 190,010,529 | ||||||||||||||||||
Temporary equity, shares outstanding | 4,128,024 | 4,128,024 | 4,128,024 | 4,128,024 | 4,128,024 | 4,128,024 | 4,128,024 | 23,000,000 | |||||||||||
Common stock, shares, issued | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Common stock, shares, outstanding | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Temporary equity, redemption price per share | $ 10 | ||||||||||||||||||
Number of shares issued | 5,000,000 | ||||||||||||||||||
Number of shares issued value | $ 50,000,000 | ||||||||||||||||||
Initial closing amont Classified as liability | $ 43,214,249 | $ 43,214,249 | $ 43,214,249 | $ 43,214,249 | $ 42,453,107 | ||||||||||||||
Common stock shares issued | 1 | ||||||||||||||||||
Share price | $ 11.50 | ||||||||||||||||||
First Light Acquisition Group Inc [Member] | Common Class A [Member] | Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Redemption of Class A common stock, Share | 18,871,976 | ||||||||||||||||||
Redemption of class A common stock value | $ 190,010,529 | ||||||||||||||||||
First Light Acquisition Group Inc [Member] | Common Class A [Member] | Founder Shares [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock, threshold percentage on conversion of shares | 20% | 20% | 20% | 20% | 20% | ||||||||||||||
First Light Acquisition Group Inc [Member] | Common Class B [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | |||||||||||||
Common stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, shares, issued | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||||||||||||
Common stock, shares, outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | |||||||||||||
J I G [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares committed to purchase Value | $ 12,500,000 | ||||||||||||||||||
Committed to purchasing | 500,000 | ||||||||||||||||||
J I G [Member] | FLAG Class B Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued | 255,987 | ||||||||||||||||||
JIG Tranche 1 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares committed to purchase Value | $ 5,000,000 | ||||||||||||||||||
Committed to purchasing | 199,999 | ||||||||||||||||||
JIG Tranche 1 [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued value | $ 5,000,000 | ||||||||||||||||||
Valuation amount | $ 5,000,000 | ||||||||||||||||||
JIG Tranche 2 [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares committed to purchase Value | $ 7,500,000 | ||||||||||||||||||
Committed to purchasing | 300,001 | ||||||||||||||||||
JIG Tranche 1 and Calidi Cure [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Initial closing amont Classified as liability | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | |||||||||||||||
J I G Conversion Price [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Conversion price | $ 180,000,000 | ||||||||||||||||||
[1]Although the Series B preferred stock is classified as a liability as of the periods presented, the Series B preferred stock converts automatically at the Closing at $ 2.55 2.83 |
Warrants (Details Narrative)
Warrants (Details Narrative) - $ / shares | 6 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2023 | Dec. 31, 2021 | Sep. 09, 2021 | Aug. 21, 2021 | |
Class of warrant or right, outstanding | 4,050,000 | 4,050,000 | 4,050,000 | |||
First Light Acquisition Group Inc [Member] | IPO [Member] | ||||||
Class of warrant or right, outstanding | 14,897,155 | 14,897,155 | ||||
First Light Acquisition Group Inc [Member] | Share Price Equal or Less Nine point Two Rupees Per Dollar [Member] | ||||||
Class of warrant or right, exercise price adjustment percentage higher of market value | 115% | 115% | ||||
First Light Acquisition Group Inc [Member] | Common Class A [Member] | ||||||
Share price | $ 10 | |||||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |||||
First Light Acquisition Group Inc [Member] | Common Class A [Member] | Maximum [Member] | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 18 | $ 18 | ||||
First Light Acquisition Group Inc [Member] | Common Class A [Member] | Minimum [Member] | ||||||
Share price | $ 10 | $ 10 | ||||
First Light Acquisition Group Inc [Member] | Common Class A [Member] | Share Price Equal or Less Ten Point Zero Rupees Per Dollar [Member] | ||||||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180% | 180% | ||||
First Light Acquisition Group Inc [Member] | Common Class A [Member] | Share Price Equal or Less Nine point Two Rupees Per Dollar [Member] | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 9.20 | $ 9.20 | ||||
Minimum percentage gross proceeds required from issuance of equity | 60% | 60% | ||||
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | 30 days | ||||
Class of warrant or right minimum notice period for redemption | 20 days | |||||
Public Warrants [Member] | First Light Acquisition Group Inc [Member] | ||||||
Warrants exercisable term from the closing of IPO | 12 months | |||||
Warrants exercisable term from the date of completion of business combination | 30 days | |||||
Minimum lock in period for SEC registration from date of business combination | 15 days | |||||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |||||
Minimum lock in period to become effective after the closing of the initial business combination | 60 days | |||||
Public Warrants [Member] | First Light Acquisition Group Inc [Member] | IPO [Member] | ||||||
Class of warrant or right, outstanding | 11,500,000 | 11,500,000 | ||||
Redemption Of Warrants [Member] | First Light Acquisition Group Inc [Member] | Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | ||||||
Share price | $ 18 | $ 18 | ||||
Class of warrants, redemption price per unit | $ 0.01 | $ 0.01 | ||||
Class of warrants, redemption notice period | 30 days | 30 days | ||||
Number of consecutive trading days for determining share price | 20 days | 20 days | ||||
Number of trading days for determining share price | 30 days | 30 days | ||||
Redemption Of Warrants [Member] | First Light Acquisition Group Inc [Member] | Common Class A [Member] | Share Price Equal or Less Ten Point Zero Rupees Per Dollar [Member] | ||||||
Share price | $ 10 | $ 10 | ||||
Class of warrants, redemption price per unit | $ 0.10 | $ 0.10 | ||||
Class of warrants, redemption notice period | 30 days | 30 days | ||||
Private Placement Warrants [Member] | First Light Acquisition Group Inc [Member] | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | $ 11.50 | ||||
Private Placement Warrants [Member] | First Light Acquisition Group Inc [Member] | IPO [Member] | ||||||
Class of warrant or right, outstanding | 3,397,155 | 3,397,155 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Jun. 23, 2023 USD ($) | Dec. 06, 2022 USD ($) $ / shares shares | Dec. 01, 2022 USD ($) | Nov. 01, 2022 USD ($) | Oct. 10, 2022 USD ($) ft² | Sep. 01, 2022 USD ($) | Aug. 29, 2022 USD ($) | May 26, 2022 USD ($) $ / shares shares | Apr. 01, 2022 EUR (€) | Mar. 14, 2022 shares | Sep. 14, 2021 USD ($) $ / shares shares | Sep. 09, 2021 shares | Aug. 21, 2021 USD ($) $ / shares shares | Jul. 22, 2021 USD ($) | Nov. 30, 2020 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Jun. 30, 2023 EUR (€) shares | Jun. 30, 2023 AUD ($) shares | Dec. 31, 2022 EUR (€) shares | Dec. 31, 2022 AUD ($) shares | Jun. 07, 2021 USD ($) | |||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 425,001 | 263,646 | 120,000,000 | 35,000 | ||||||||||||||||||||||
Stock issued during period value, new issues | $ 272,000 | $ 35,000 | ||||||||||||||||||||||||
Number of shares issued | shares | 21,150,095 | 20,622,204 | 21,150,095 | 21,150,095 | 20,622,204 | 20,622,204 | ||||||||||||||||||||
Lease payment | $ 1,005,000 | $ 317,000 | $ 877,000 | [1] | 339,000 | [1] | ||||||||||||||||||||
Litigation loss | (1,621,000) | (1,621,000) | ||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 102,889 | 35,000 | ||||||||||||||||||||||||
Stock issued during period value, new issues | ||||||||||||||||||||||||||
San Diego Lease Agreement [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Area of land | ft² | 15,197 | |||||||||||||||||||||||||
Payments for rent | $ 107,899 | |||||||||||||||||||||||||
Lease payment | 133,582 | |||||||||||||||||||||||||
Letter of credit amount | 117,904 | |||||||||||||||||||||||||
San Diego Lease Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Guaranty of lease, value | $ 900,000 | |||||||||||||||||||||||||
Stem Vac Office Lease Agreement [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Payments for rent | € | € 4,047 | |||||||||||||||||||||||||
Operating lease expense | 855,000 | $ 289,000 | ||||||||||||||||||||||||
Terminated Physician Agreement [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Settlement expenses | $ 207,000 | |||||||||||||||||||||||||
Terminated Physician Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Share price per share | $ / shares | $ 3.86 | $ 3.86 | ||||||||||||||||||||||||
Number of shares issued | shares | 50,000 | 250,000 | 250,000 | 250,000 | ||||||||||||||||||||||
Number of shares, options to purchase | shares | 100,000 | 1,000,000 | ||||||||||||||||||||||||
Exercise price per share | $ / shares | $ 3.86 | |||||||||||||||||||||||||
Settlement expenses | 4,900,000 | $ 5,000,000 | ||||||||||||||||||||||||
Claims value | 5,000,000 | |||||||||||||||||||||||||
Accrued expenses and other current liabilities | 200,000 | 207,000 | ||||||||||||||||||||||||
Terminated Physician Agreement [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Number of shares vested | shares | 3,000,000 | |||||||||||||||||||||||||
Terminated Physician Agreement [Member] | Maximum [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Litigation loss | 200,000 | 207,000 | ||||||||||||||||||||||||
Manufacturing and Other Supplier Agreements [Member] | Vendors [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Aggregate Commitments | 6,200,000 | 4,900,000 | ||||||||||||||||||||||||
Accounts payable and accrued expenses and other current liabilities | 3,800,000 | 2,300,000 | ||||||||||||||||||||||||
Manufacturing and Other Supplier Agreements [Member] | Vendors [Member] | AUSTRALIA | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Aggregate Commitments | € 1,500,000 | $ 2.3 | € 1,500,000 | $ 2.3 | ||||||||||||||||||||||
Manufacturing and Other Supplier Agreements [Member] | Vendors [Member] | Europe [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Aggregate Commitments | 800,000 | 500,000 | € 800,000 | € 600,000 | ||||||||||||||||||||||
Northwestern Agreement [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Aggregate Commitments | $ 10,000,000 | |||||||||||||||||||||||||
License Agreement [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Aggregate Commitments | $ 10,000,000 | |||||||||||||||||||||||||
Payments for royalties | $ 18,700,000 | |||||||||||||||||||||||||
Separation and Release Agreement [Member] | George Ng [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Payment to related party | $ 450,000 | |||||||||||||||||||||||||
Commitment fee percentage | 8% | |||||||||||||||||||||||||
Contingent bonus and consulting services fees | $ 166,000 | |||||||||||||||||||||||||
Operating Lease Agreement [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Payments for rent | $ 54,453 | |||||||||||||||||||||||||
Short Term Office Lease [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Payments for rent | $ 43,226 | |||||||||||||||||||||||||
Office Lease Agreement [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Area of land | ft² | 15,197 | |||||||||||||||||||||||||
Payments for rent | $ 107,899 | |||||||||||||||||||||||||
Lease payment | 133,582 | |||||||||||||||||||||||||
Letter of credit amount | $ 117,904 | |||||||||||||||||||||||||
Commitment fee percentage | 20.70% | |||||||||||||||||||||||||
Tenant improvement allowance | $ 303,940 | |||||||||||||||||||||||||
Costs in excess of tenant improvement allowance | 128,000 | |||||||||||||||||||||||||
Office Lease Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Guaranty of lease, value | $ 900,000 | |||||||||||||||||||||||||
Former Employee Matter [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Employee-related liabilities | $ 256,000 | |||||||||||||||||||||||||
Former Employee Settlement Agreement [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Payments to employee | $ 100,000 | $ 100,000 | $ 100,000 | $ 300,000 | ||||||||||||||||||||||
Former Employee Settlement Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Share price per share | $ / shares | $ 3.86 | |||||||||||||||||||||||||
Number of shares issued | shares | 250,000 | |||||||||||||||||||||||||
Former Employee Settlement Agreement [Member] | Common Stock [Member] | Mr Camaisas [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Share price per share | $ / shares | $ 3.86 | |||||||||||||||||||||||||
Number of shares issued | shares | 170,000 | |||||||||||||||||||||||||
Settlement expenses | $ 1,900,000 | |||||||||||||||||||||||||
First Light Acquisition Group Inc [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Payment of underwriting discount | $ 2,335,058 | |||||||||||||||||||||||||
Waiver of deferred underwriting fee payable | $ 8,050,000 | |||||||||||||||||||||||||
Deferred underwriting fees payable | $ 8,050,000 | 8,050,000 | ||||||||||||||||||||||||
Common stock, conversion basis | one-half of one Public Warrant | |||||||||||||||||||||||||
Number of shares issued | shares | 1 | |||||||||||||||||||||||||
First Light Acquisition Group Inc [Member] | Underwriters Agreement [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Deferred underwriting fees payable | 0 | |||||||||||||||||||||||||
First Light Acquisition Group Inc [Member] | Forward Purchase Agreement [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Class of warrant or right, shares | shares | 2,500,000 | |||||||||||||||||||||||||
First Light Acquisition Group Inc [Member] | Common Class A [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 5,000,000 | |||||||||||||||||||||||||
Class of warrant or right, shares | $ / shares | $ 11.50 | |||||||||||||||||||||||||
Stock issued during period value, new issues | $ 50,000,000 | |||||||||||||||||||||||||
Share price per share | $ / shares | $ 10 | |||||||||||||||||||||||||
Common stock, conversion basis | one-half of one warrant | |||||||||||||||||||||||||
Number of shares issued | shares | 1 | |||||||||||||||||||||||||
Underwriters Agreement [Member] | First Light Acquisition Group Inc [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Deferred underwriting fees payable | $ 0 | |||||||||||||||||||||||||
Forward Purchase Agreement [Member] | First Light Acquisition Group Inc [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Class of warrant or right, shares | shares | 2,500,000 | |||||||||||||||||||||||||
Over-Allotment Option [Member] | First Light Acquisition Group Inc [Member] | Underwriters Agreement [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Option vesting period | 45 days | |||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 3,000,000 | |||||||||||||||||||||||||
Payment of underwriting discount | $ 2,335,058 | |||||||||||||||||||||||||
Deferred underwriting commission per unit | $ / shares | $ 0.35 | |||||||||||||||||||||||||
Deferred underwriting commissions noncurrent | $ 8,050,000 | |||||||||||||||||||||||||
Over-Allotment Option [Member] | Underwriters Agreement [Member] | First Light Acquisition Group Inc [Member] | ||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||
Option vesting period | 45 days | |||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 3,000,000 | |||||||||||||||||||||||||
Payment of underwriting discount | $ 2,335,058 | |||||||||||||||||||||||||
Deferred underwriting commission per unit | $ / shares | $ 0.35 | |||||||||||||||||||||||||
Deferred underwriting commissions noncurrent | $ 8,050,000 | |||||||||||||||||||||||||
[1]Includes payments made for operating leases with a term of one year or less. |
Summary of Change in the Fair V
Summary of Change in the Fair Value of Derivative Warrant Liabilities (Details) - Warrant [Member] - Fair Value, Inputs, Level 3 [Member] - First Light Acquisition Group Inc [Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Financial instruments beginning balance | $ 1,014,946 | $ 359,099 | $ 1,879,204 | $ 2,239,184 | $ 2,239,184 | |
Change in fair value | 1,904,106 | 655,847 | (1,258,983) | (359,980) | (5,163,666) | (1,602,950) |
Transfer of private placement warrants to Level 2 | (310,000) | (5,751,150) | (310,000) | |||
Financial instruments ending balance | 2,919,052 | 1,014,946 | 310,221 | 1,879,204 | 2,239,184 | 359,099 |
Initial fair value of contingent interest liability | 13,154,000 | 32,865 | ||||
Forward Purchase Units [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Financial instruments beginning balance | 880,677 | 326,234 | 643,204 | 521,184 | 521,184 | |
Change in fair value | 1,764,927 | 554,443 | (332,983) | 122,020 | 490,184 | (194,950) |
Transfer of private placement warrants to Level 2 | ||||||
Financial instruments ending balance | 2,645,604 | 880,677 | 310,221 | 643,204 | 521,184 | 326,234 |
Initial fair value of contingent interest liability | 31,000 | |||||
Private Placement Warrants [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Financial instruments beginning balance | 1,236,000 | 1,718,000 | 1,718,000 | |||
Change in fair value | (926,000) | (482,000) | (1,296,000) | (1,408,000) | ||
Transfer of private placement warrants to Level 2 | (310,000) | (310,000) | ||||
Financial instruments ending balance | 1,236,000 | 1,718,000 | ||||
Initial fair value of contingent interest liability | 3,014,000 | |||||
Contingent Interest Liability [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Financial instruments beginning balance | 134,269 | 32,865 | ||||
Change in fair value | 139,179 | 101,404 | ||||
Transfer of private placement warrants to Level 2 | ||||||
Financial instruments ending balance | $ 273,448 | 134,269 | 32,865 | |||
Initial fair value of contingent interest liability | 32,865 | |||||
Publics Warrants [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Financial instruments beginning balance | ||||||
Change in fair value | (4,357,850) | |||||
Transfer of private placement warrants to Level 2 | (5,751,150) | |||||
Financial instruments ending balance | ||||||
Initial fair value of contingent interest liability | $ 10,109,000 |
Summary of Assets and Liabiliti
Summary of Assets and Liabilities That are Measured at Fair Value On a Recurring Basis (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | $ 43,778,000 | $ 30,342,000 | $ 17,888,000 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | |||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | Contingent Interest Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | |||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 1,495,000 | 575,000 | 5,751,150 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | |||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | Forward Purchase Units [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | |||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | |||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | Contingent Interest Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | |||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | |||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 442,000 | 170,000 | |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | Forward Purchase Units [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | |||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 43,778,000 | 30,342,000 | 17,888,000 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | Contingent Interest Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 273,448 | 32,865 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | |||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 1,718,000 | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | Forward Purchase Units [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities | 2,645,604 | 326,234 | 521,184 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and marketable securities held in trust account | 43,214,249 | 42,453,107 | 230,004,784 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and marketable securities held in trust account | |||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and marketable securities held in trust account |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Financial Instruments (Details) - Warrant [Member] - First Light Acquisition Group Inc [Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Public Warrants [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Financial instrument beginning balance | $ 517,500 | $ 575,000 | $ 4,138,850 | $ 5,751,150 | $ 5,751,150 | |
Change in fair value | 977,500 | (57,500) | (3,103,850) | (1,612,300) | ||
Financial instrument ending balance | 1,495,000 | 517,500 | 1,035,000 | 4,138,850 | $ 5,751,150 | 575,000 |
Private Placement Warrants [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Financial instrument beginning balance | 139,000 | 170,000 | 1,236,000 | 1,718,000 | 1,718,000 | |
Change in fair value | 303,000 | (31,000) | (926,000) | (482,000) | (1,296,000) | (1,548,000) |
Financial instrument ending balance | 442,000 | 139,000 | 310,000 | 1,236,000 | 1,718,000 | 170,000 |
Initial fair value of contingent interest liability | 3,014,000 | |||||
Forward Purchase Units [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Financial instrument beginning balance | 880,677 | 326,234 | 643,204 | 521,184 | 521,184 | |
Change in fair value | 1,764,927 | 554,443 | (332,983) | 122,020 | 490,184 | (194,950) |
Financial instrument ending balance | 2,645,604 | 880,677 | 310,221 | 643,204 | 521,184 | 326,234 |
Initial fair value of contingent interest liability | 31,000 | |||||
Contingent Interest Liability [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Financial instrument beginning balance | 134,269 | 32,865 | ||||
Change in fair value | 139,179 | 101,404 | ||||
Financial instrument ending balance | $ 273,448 | 134,269 | 32,865 | |||
Initial fair value of contingent interest liability | 32,865 | |||||
Publics Warrants [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Financial instrument beginning balance | $ 575,000 | $ 5,751,150 | 5,751,150 | |||
Change in fair value | (4,357,850) | (5,176,150) | ||||
Financial instrument ending balance | 5,751,150 | 575,000 | ||||
Initial fair value of contingent interest liability | $ 10,109,000 |
Summary of Fair Value Measureme
Summary of Fair Value Measurements Inputs (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Aggregate principal amount | $ | $ 8,515,000 | $ 5,265,000 | $ 4,403,000 |
First Light Acquisition Group Inc [Member] | Contingent Interest Liabilities [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Valuation date | Jun. 30, 2023 | Dec. 31, 2022 | |
Inception date | December 1 through December 14, 2022 | ||
Aggregate principal amount | $ | $ 350,000 | $ 350,000 | |
Contractual interest | 100% | 100% | |
Maturity date | Date of successful business combination | ||
Estimated business combination date | Sep. 01, 2023 | Jun. 30, 2023 | |
First Light Acquisition Group Inc [Member] | Contingent Interest Liability [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Valuation date | Dec. 31, 2022 | ||
Inception date | December 1 through December 14, 2022 | ||
Aggregate principal amount | $ | $ 350,000 | ||
Maturity date | Date of successful business combination | ||
Estimated business combination date | Jun. 30, 2023 | ||
Measurement Input, Share Price [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 10.49 | 10.17 | 10.10 |
Measurement Input, Risk Free Interest Rate [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5.35 | 4.70 | 0.27 |
Measurement Input, Expected Term [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Term | 2 months 1 day | 18 days | |
Measurement Input Probability Of An Acquisition Occurring [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 80 | 10 | 85 |
Measurement Input Probability Of An Acquisition Occurring [Member] | First Light Acquisition Group Inc [Member] | Contingent Interest Liabilities [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Estimated market yield | 80 | 10 | |
Measurement Input Estimated Market Yield [Member] | First Light Acquisition Group Inc [Member] | Contingent Interest Liabilities [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Estimated market yield | 14.5 | 13 | |
Measurement Input Time To The Acquisition [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Term | 18 days | 8 months 8 days | |
Private Placement Warrants [Member] | Measurement Input, Share Price [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 10.49 | 10.17 | 9.81 |
Private Placement Warrants [Member] | Measurement Input, Exercise Price [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 | 11.50 |
Private Placement Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 4.07 | 3.94 | 1.32 |
Private Placement Warrants [Member] | Measurement Input, Price Volatility [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 9.88 |
Private Placement Warrants [Member] | Measurement Input, Expected Term [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Term | 5 years 2 months 1 day | 5 years 6 months | 5 years 8 months 8 days |
Private Placement Warrants [Member] | Measurement Input Warrant to Buy Share [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.13 | 0.05 | 0.51 |
Private Placement Warrants [Member] | Measurement Input, Discount Rate [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |
Private Placement Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | First Light Acquisition Group Inc [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | Sep. 14, 2021 | Mar. 18, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Shares issued | 21,150,095 | 20,622,204 | |||
Settlement Agreement [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Legal settlement liability | $ 1,100,000 | ||||
Debt instruments that are not recorded at fair value | $ 7,700,000 | $ 4,300,000 | $ 2,900,000 | ||
Settlement Agreement [Member] | Minimum [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Cash secured in equity finance | $ 10,000,000 | ||||
First Light Acquisition Group Inc [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, noncurrent | $ 1,937,000 | $ 745,000 | $ 7,469,150 | ||
Common stock, conversion basis | one-half of one Public Warrant | ||||
Shares issued | 1 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Net operating loss carryforwards | $ 10,102,000 | $ 7,301,000 |
Valuation allowance | (15,550,000) | (9,399,000) |
Research and development credit carryforwards | 404,000 | 254,000 |
Stock-based and other compensation | 1,616,000 | 802,000 |
Lease liability | 12,000 | 42,000 |
Capitalized research and development expenditures | 1,306,000 | |
Transaction and financing costs | 537,000 | |
Depreciation and amortization | 207,000 | |
Accrued liabilities and other reserves | 1,376,000 | 1,057,000 |
Total deferred tax assets | 15,560,000 | 9,456,000 |
Right-of-use and other assets | (10,000) | (57,000) |
Total deferred tax liabilities | (10,000) | (57,000) |
Net deferred tax asset | ||
First Light Acquisition Group Inc [Member] | ||
Capitalized start-up costs | 1,588,741 | 413,817 |
Unrealized gains on marketable securities | (1,385) | (802) |
Charitable contributions | 5,019 | |
Net operating loss carryforwards | 39,344 | |
Total deferred tax assets | 1,587,356 | 457,378 |
Valuation allowance | (1,587,356) | (457,378) |
Deferred tax assets |
Schedule of Components of Incom
Schedule of Components of Income Tax Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred expense (benefit) | |||||||
Change in Valuation Allowance | $ 6,100,000 | $ 2,800,000 | |||||
Income tax provision | $ 8,000 | $ 13,000 | 11,000 | $ 11,000 | |||
First Light Acquisition Group Inc [Member] | |||||||
Current expense (benefit) | |||||||
Federal | 266,104 | ||||||
State | 80,883 | ||||||
Deferred expense (benefit) | |||||||
Federal | (373,152) | (921,893) | |||||
State | (84,226) | (208,085) | |||||
Change in Valuation Allowance | 457,378 | 1,129,978 | |||||
Income tax provision | $ 77,949 | $ 143,424 | $ 346,987 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Computed tax benefit at federal statutory rate | 21% | 21% | |||
State tax benefit | 6% | 7% | |||
Change in valuation allowance | (24.00%) | (25.00%) | |||
Income tax provision | |||||
Permanent differences | |||||
Stock based compensation | (1.00%) | (1.00%) | |||
Foreign tax rate differential | |||||
Research and development credit | (1.00%) | ||||
Change in fair value of debt | (2.00%) | (1.00%) | |||
First Light Acquisition Group Inc [Member] | |||||
Computed tax benefit at federal statutory rate | 21% | 21% | |||
State tax benefit | (2.49%) | (3.72%) | |||
Change in fair value of warrant liabilities | (35.05%) | (36.42%) | |||
Change in valuation allowance | 13.50% | 29.14% | |||
Change in fair value of forward purchase units | 3.04% | (1.06%) | |||
Income tax provision | 2.30% | 1.91% | 0% | 8.95% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 12, 2023 | Aug. 30, 2023 | Aug. 29, 2023 | Jun. 16, 2023 | Jan. 30, 2023 | Jan. 20, 2023 | Jan. 18, 2023 | Jan. 09, 2023 | Jan. 06, 2023 | Jan. 05, 2023 | Jul. 31, 2022 | Aug. 21, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Oct. 05, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2023 | Mar. 12, 2023 | Jan. 31, 2023 | Dec. 31, 2017 | |
Income tax expense benefit | $ 8,000 | $ 13,000 | $ 11,000 | $ 11,000 | ||||||||||||||||||||
Effective income tax rate | ||||||||||||||||||||||||
Change in valuation allowance | $ 6,100,000 | $ 2,800,000 | ||||||||||||||||||||||
Federal Income tax provision or benefit | 0 | 0 | ||||||||||||||||||||||
State Income tax provision or benefit | $ 0 | $ 0 | ||||||||||||||||||||||
Federal tax credits expiration | between 2040 and 2042 | |||||||||||||||||||||||
Uncertain tax benefits | $ 1,200,000 | $ 1,100,000 | ||||||||||||||||||||||
Interest rate | 3.10% | 10% | 3.10% | |||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Principal amount | $ 8,515,000 | $ 8,515,000 | $ 4,403,000 | $ 5,265,000 | $ 4,403,000 | |||||||||||||||||||
Debt adjustment provisions | ||||||||||||||||||||||||
Issuance of common stock, net of issuance costs, shares | 425,001 | 263,646 | 120,000,000 | 35,000 | ||||||||||||||||||||
Issuance of common stock, net of issuance costs | $ 272,000 | $ 35,000 | ||||||||||||||||||||||
Accrued interest | $ 522,000 | $ 522,000 | ||||||||||||||||||||||
Warrants | 4,050,000 | 4,050,000 | 4,050,000 | 4,050,000 | 4,050,000 | |||||||||||||||||||
Debt description | financing of $15 million or more. | |||||||||||||||||||||||
Share price fair value | $ 3.86 | |||||||||||||||||||||||
Cash deposits | $ 1,918,000 | $ 1,918,000 | $ 2,137,000 | $ 372,000 | $ 2,137,000 | |||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||
Issuance of common stock, net of issuance costs, shares | 1,000,000 | |||||||||||||||||||||||
Sale price per share | $ 25 | |||||||||||||||||||||||
Issuance of common stock, net of issuance costs | $ 25,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Escalation shares allocation description | As an additional consideration, each Calidi stockholder is entitled to earn, on a pro rata basis, up to 18,000,000 Escalation Shares. During the Escalation Period, Calidi Stockholders may be entitled to receive up to 18,000,000 Escalation Shares with incremental releases of 4,500,000 shares upon the achievement of each share price hurdle if the trading price of New Calidi Common Stock is $12.00, $14.00, $16.00 and $18.00, respectively, for a period of any 20 days within any 30-consecutive-day trading period. | |||||||||||||||||||||||
Non-redeeming continuation shares | 2,000,000 | |||||||||||||||||||||||
Stock options repricing | 3,500,000 | |||||||||||||||||||||||
Options exercise price | $ 3.86 | |||||||||||||||||||||||
Share price fair value | $ 2.96 | |||||||||||||||||||||||
Subsequent Event [Member] | Silicon Valley Bank [Member] | ||||||||||||||||||||||||
Cash deposits | $ 150,000 | |||||||||||||||||||||||
Restricted cash | 100,000 | |||||||||||||||||||||||
Collateral money market | $ 118,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Mr. Camaisa [Member] | ||||||||||||||||||||||||
Deferred compensation | $ 700,000 | |||||||||||||||||||||||
Warrants | 469,719 | |||||||||||||||||||||||
Subsequent Event [Member] | Mr. Leftwich [Member] | ||||||||||||||||||||||||
Interest rate | 24% | |||||||||||||||||||||||
Deferred compensation | $ 500,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Mr. Camaisa and Mr. Leftwich [Member] | ||||||||||||||||||||||||
Deferred compensation | $ 1,800,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Securityholders of Calidi [Member] | ||||||||||||||||||||||||
Aggregate consideration paid | $ 250,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | FLAG Class A Common Stock [Member] | ||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||||||
Subsequent Event [Member] | FLAG Class A Common Stock [Member] | Greater than or Equal to $12.00 [Member] | ||||||||||||||||||||||||
Escalation shares allocation description | greater than or equal to $12.00, each former Calidi Stockholder will be entitled to receive its pro rata share of 4.5 million shares of FLAG Class A Common Stock | |||||||||||||||||||||||
Subsequent Event [Member] | FLAG Class A Common Stock [Member] | Greater Than Or Equal To 14. 00 [Member] | ||||||||||||||||||||||||
Escalation shares allocation description | greater than or equal to $14.00, each former Calidi Stockholder will be entitled to receive its pro rata share of 4.5 million shares of FLAG Class A Common Stock; | |||||||||||||||||||||||
Subsequent Event [Member] | FLAG Class A Common Stock [Member] | Greater Than Or Equal To 16. 00 [Member] | ||||||||||||||||||||||||
Escalation shares allocation description | greater than or equal to $16.00, each former Calidi Stockholder will be entitled to receive its pro rata share of 4.5 million shares of FLAG Class A Common Stock; | |||||||||||||||||||||||
Subsequent Event [Member] | FLAG Class A Common Stock [Member] | Greater Than Or Equal To 18. 00 [Member] | ||||||||||||||||||||||||
Escalation shares allocation description | greater than or equal to $18.00, each former Calidi Stockholder will be entitled to receive its pro rata share of 4.5 million shares of FLAG Class A Common Stock | |||||||||||||||||||||||
Subsequent Event [Member] | New Calidi Common Stock [Member] | ||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||||||
Issuance of common stock, net of issuance costs, shares | 27,375,600 | |||||||||||||||||||||||
Subsequent Event [Member] | New Calidi Common Stock [Member] | Calidi Security Holders [Member] | ||||||||||||||||||||||||
Common stock, par value | 76% | |||||||||||||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | Calidi Security Holders [Member] | ||||||||||||||||||||||||
Principal amount | $ 250,000,000 | |||||||||||||||||||||||
Debt adjustment provisions | 23,756,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Forward Purchase Agreements [Member] | Common Class A [Member] | ||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||||||
Number of purchase of shares | 1,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Forward Purchase Agreement [Member] | ||||||||||||||||||||||||
Sale of shares | 1,000,000 | |||||||||||||||||||||||
Sale price per share | $ 10 | |||||||||||||||||||||||
Sale value | $ 10 | |||||||||||||||||||||||
Derivative ssset | $ 5,400,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Forward Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||||||||||
Sale price per share | $ 2 | |||||||||||||||||||||||
Subsequent Event [Member] | New Money PIPE Subscription Agreement [Member] | Common Class A [Member] | ||||||||||||||||||||||||
Number of purchase of shares | 132,817 | |||||||||||||||||||||||
Gross proceeds from purchase of shares | $ 240,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Non-Redemption Agreement [Member] | Common Class A [Member] | ||||||||||||||||||||||||
Number of purchase of shares | 335,238 | |||||||||||||||||||||||
Gross proceeds from purchase of shares | $ 1,760,000 | |||||||||||||||||||||||
Number of incentive shares | 200,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Common Stock Investor [Member] | ||||||||||||||||||||||||
Commitment value | $ 50 | |||||||||||||||||||||||
Subsequent Event [Member] | SAFE Agreements [Member] | ||||||||||||||||||||||||
Proceeds from loans | $ 1,850,000 | |||||||||||||||||||||||
Subsequent Event [Member] | First Light Acquisition Group, Inc. (FLAG) [Member] | ||||||||||||||||||||||||
Gross proceeds from purchase of shares | 2,687,351 | |||||||||||||||||||||||
Redemption payments | 28,200,000 | |||||||||||||||||||||||
Remaining redemption value | 15,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | First Light Acquisition Group, Inc. (FLAG) [Member] | Non-redeeming Shareholders [Member] | ||||||||||||||||||||||||
Remaining redemption value | 700,000 | |||||||||||||||||||||||
Subsequent Event [Member] | First Light Acquisition Group, Inc. (FLAG) [Member] | Forward Purchase Agreement [Member] | ||||||||||||||||||||||||
Remaining redemption value | 12,500,000 | |||||||||||||||||||||||
Subsequent Event [Member] | First Light Acquisition Group, Inc. (FLAG) [Member] | Non-Redemption Agreement [Member] | ||||||||||||||||||||||||
Remaining redemption value | 1,800,000 | |||||||||||||||||||||||
Subsequent Event [Member] | First Light Acquisition Group, Inc. (FLAG) [Member] | Common Stock Purchase Agreement [Member] | ||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | 50,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | First Light Acquisition Group, Inc. (FLAG) [Member] | Common Stock Purchase Agreement [Member] | Common Class A [Member] | ||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | 1,375,000 | |||||||||||||||||||||||
Subsequent Event [Member] | 2020 Term Note [Member] | ||||||||||||||||||||||||
Principal amount | 450,000 | |||||||||||||||||||||||
Accrued interest | $ 50,000 | |||||||||||||||||||||||
Subsequent Event [Member] | 2021 Term Note [Member] | ||||||||||||||||||||||||
Interest rate | 24% | |||||||||||||||||||||||
Principal amount | $ 500,000 | |||||||||||||||||||||||
Subsequent Event [Member] | 2022 Term Note and 2023 Term Note [Member] | ||||||||||||||||||||||||
Principal amount | 4,800,000 | |||||||||||||||||||||||
Subsequent Event [Member] | 2022 Term Note and 2023 Term Note [Member] | At the Closing [Member] | ||||||||||||||||||||||||
Principal amount | $ 2,000,000 | |||||||||||||||||||||||
Share price | $ 5.25 | |||||||||||||||||||||||
Subsequent Event [Member] | 2022 Term Note and 2023 Term Note [Member] | Post-closing [Member] | ||||||||||||||||||||||||
Principal amount | $ 1,550,000 | |||||||||||||||||||||||
Subsequent Event [Member] | 2022 Term Note and 2023 Term Note [Member] | After the Closing [Member] | ||||||||||||||||||||||||
Principal amount | $ 600,000 | |||||||||||||||||||||||
Subsequent Event [Member] | 2022 Term Note and 2023 Term Note [Member] | Maturity in May 2024 [Member] | ||||||||||||||||||||||||
Interest rate | 24% | |||||||||||||||||||||||
Principal amount | $ 600,000 | |||||||||||||||||||||||
Share price | $ 0.0150 | |||||||||||||||||||||||
Warrants to purchase shares | 5,000,000,000 | |||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.1150 | |||||||||||||||||||||||
Subsequent Event [Member] | 2023 Term Loans [Member] | ||||||||||||||||||||||||
Proceeds from loans | 2,350,000 | |||||||||||||||||||||||
Gross proceeds from loans | $ 20 | |||||||||||||||||||||||
Debt description | The 2023 Term Loans bear simple interest of 24% per annum, of which 14% is payable in cash at maturity and the remaining 10% of the principal amount invested is paid in shares of Calidi common stock, valued at $2.96 per share, due within 30 days of the funding of the 2023 Term Loans. | |||||||||||||||||||||||
Domestic Tax Authority [Member] | ||||||||||||||||||||||||
Operating loss carryforwards | 37,000,000 | |||||||||||||||||||||||
Research and development credit carryforward | 400,000 | |||||||||||||||||||||||
State and Local Jurisdiction [Member] | ||||||||||||||||||||||||
Operating loss carryforwards | 42,100,000 | $ 29,000,000 | ||||||||||||||||||||||
Research and development credit carryforward | 500,000 | |||||||||||||||||||||||
First Light Acquisition Group Inc [Member] | ||||||||||||||||||||||||
Income tax expense benefit | $ 77,949 | $ 143,424 | $ 346,987 | |||||||||||||||||||||
Effective income tax rate | 2.30% | 1.91% | 0% | 8.95% | ||||||||||||||||||||
Change in valuation allowance | $ 457,378 | $ 1,129,978 | ||||||||||||||||||||||
Proceeds from related party debt | $ 722,500 | 188,804 | 1,257,500 | |||||||||||||||||||||
Cash deposits | $ 669,867 | $ 669,867 | $ 1,062,653 | $ 93,892 | $ 1,062,653 | |||||||||||||||||||
First Light Acquisition Group Inc [Member] | Common Class B [Member] | ||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
First Light Acquisition Group Inc [Member] | Common Class A [Member] | ||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Issuance of common stock, net of issuance costs, shares | 5,000,000 | |||||||||||||||||||||||
Issuance of common stock, net of issuance costs | $ 50,000,000 | |||||||||||||||||||||||
Share price | $ 10 | |||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |||||||||||||||||||||||
First Light Acquisition Group Inc [Member] | Promissory Note [Member] | ||||||||||||||||||||||||
Principal amount | $ 1,490,000 | $ 1,490,000 | $ 905,000 | $ 1,490,000 | ||||||||||||||||||||
First Light Acquisition Group Inc [Member] | Subsequent Event [Member] | Calidi Biotherapeutics [Member] | Amount In Trust Account [Member] | ||||||||||||||||||||||||
Proceeds from merger related acquisition gross | $ 42,000,000 | |||||||||||||||||||||||
First Light Acquisition Group Inc [Member] | Subsequent Event [Member] | Calidi Biotherapeutics [Member] | Pipe Financing [Member] | ||||||||||||||||||||||||
Proceeds from merger related acquisition gross | 40,000,000 | |||||||||||||||||||||||
First Light Acquisition Group Inc [Member] | Subsequent Event [Member] | Calidi Biotherapeutics [Member] | Merger Agreement [Member] | ||||||||||||||||||||||||
Proceeds from merger related acquisition gross | $ 82,000,000 | |||||||||||||||||||||||
First Light Acquisition Group Inc [Member] | Subsequent Event [Member] | Promissory Note [Member] | ||||||||||||||||||||||||
Proceeds from related party debt | $ 50,000 | $ 35,000 | $ 37,500 | $ 100,000 | ||||||||||||||||||||
Interest rate | 50% | 50% | ||||||||||||||||||||||
First Light Acquisition Group Inc [Member] | Domestic Tax Authority [Member] | ||||||||||||||||||||||||
Operating loss carryforwards | $ 152,852 | 0 | $ 152,852 | |||||||||||||||||||||
First Light Acquisition Group Inc [Member] | State and Local Jurisdiction [Member] | ||||||||||||||||||||||||
Operating loss carryforwards | $ 152,852 | $ 0 | $ 152,852 | |||||||||||||||||||||
JIG Tranche 2 [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||
Number of purchase of shares | 300,001 | |||||||||||||||||||||||
Net of fees and commissions | $ 7,400,000 | |||||||||||||||||||||||
JIG Tranche 2 [Member] | Subsequent Event [Member] | Common Class B [Member] | ||||||||||||||||||||||||
Number of shares received | 133,981 | |||||||||||||||||||||||
Calidi Cure [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||
Number of purchase of shares | 500,000 | |||||||||||||||||||||||
Net of fees and commissions | $ 12,100,000 | |||||||||||||||||||||||
Calidi Cure [Member] | Subsequent Event [Member] | Common Class B [Member] | ||||||||||||||||||||||||
Number of shares received | 125,000 | |||||||||||||||||||||||
Calidi Cure [Member] | Subsequent Event [Member] | New Money PIPE Subscription Agreement [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||
Gross proceeds from purchase of shares | 360,000 | |||||||||||||||||||||||
Calidi Cure [Member] | Subsequent Event [Member] | Non-Redemption Agreement [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||
Gross proceeds from purchase of shares | $ 2,640,000 |
Schedule of Cash and Restricted
Schedule of Cash and Restricted Cash Reported in Financial Statements (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | |||||
Cash | $ 1,918 | $ 372 | $ 2,137 | ||
Restricted cash included within prepaid expenses and other current assets | 250 | 100 | 100 | ||
Restricted cash included deposits and other noncurrent assets | 118 | 118 | |||
Total cash and restricted cash as shown in the consolidated statements of cash flows | $ 2,286 | $ 590 | $ 470 | $ 2,237 | $ 420 |
Schedule of Computation of Dilu
Schedule of Computation of Diluted Net Loss per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||||||||
Convertible notes payable | $ 481 | $ 437 | $ 437 | $ 844 | |||||
Contingently convertible notes payable | [1] | [1] | [2] | [2] | |||||
Contingently convertible SAFE agreements | [3] | [3] | [4] | [4] | |||||
Total common stock equivalents | $ 47,295 | $ 46,145 | $ 45,664 | ||||||
Excluded from dilutive loss, shares | 500 | 500 | 576,000 | 540,000 | |||||
Simple Agreement For Future Equity [Member] | |||||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||||||||
Conversion price | $ 2 | $ 2 | |||||||
Conversion price | 2.40 | 2.40 | |||||||
Conversion price | $ 3.62 | $ 3.62 | |||||||
Excluded from dilutive loss, shares | 4,800 | 4,800 | 4,800 | 4,800 | |||||
Founder Convertible Preferred Stock [Member] | |||||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||||||||
Series A-2 preferred stock | 10,402 | 10,402 | 10,402 | 10,402 | |||||
Total common stock equivalents | $ 43,636 | ||||||||
Series A1 Convertible Preferred Stock [Member] | |||||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||||||||
Series A-2 preferred stock | 4,316 | 4,316 | 4,316 | 4,166 | |||||
Series A 2 Convertible Preferred Stock [Member] | |||||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||||||||
Series A-2 preferred stock | 2,545 | 2,545 | 2,545 | 2,288 | |||||
Series B Preferred Stock [Member] | |||||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||||||||
Series A-2 preferred stock | [5] | 2,014 | |||||||
Conversion price | $ 2 | ||||||||
Equity Option [Member] | |||||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||||||||
Warrants for common stock | 23,487 | 24,395 | 23,914 | 21,886 | |||||
Warrant [Member] | |||||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||||||||
Warrants for common stock | 4,050 | 4,050 | 4,050 | 4,050 | |||||
[1]The contingently convertible notes payable was not included for purposes of calculating the number of diluted shares outstanding as the number of dilutive shares is based on a conversion ratio associated with the pricing of a future financing event. Therefore, the contingently convertible notes payable’s conversion ratio, and the resulting number of dilutive shares, is not determinable until the contingency is resolved. However, there is a valuation cap that establishes a conversion ratio floor of $ 2.00 0.5 2.00 2.40 576,000 540,000 2.00 2.40 3.62 4.8 2.00 2.40 3.62 4.8 2.55 2.83 |
Schedule of Computation of Di_2
Schedule of Computation of Diluted Net Loss per Common Share (Details) (Parenthetical) - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Excluded from dilutive loss, shares | 500 | 500 | 576,000 | 540,000 |
Simple Agreement For Future Equity [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Conversion price | $ 2 | $ 2 | ||
Excluded from dilutive loss, shares | 4,800 | 4,800 | 4,800 | 4,800 |
Conversion price two | $ 2.40 | $ 2.40 | ||
Conversion price three | 3.62 | 3.62 | ||
Series B Preferred Stock [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Preferred stock conversion price | 2.55 | $ 2.83 | ||
Conversion price | $ 2 | |||
Series B Preferred Stock [Member] | Minimum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Conversion price | 2,000 | |||
Series B Preferred Stock [Member] | Maximum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Conversion price | $ 2.40 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Restricted cash held in a money market account | $ 367 | $ 218 | $ 100 | ||||
Contingently convertible notes payable, including accrued interest | 1,559 | [1] | 1,152 | [1] | 1,572 | [2] | |
Contingently issuable warrants | 70 | ||||||
SAFEs | 34,517 | 29,190 | 15,811 | ||||
Series B convertible preferred stock | 7,632 | ||||||
Total liabilities, at fair value | 43,778 | 30,342 | 17,888 | ||||
Term notes payable, including accrued interest | [2] | 505 | |||||
Fair Value, Inputs, Level 1 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Restricted cash held in a money market account | 367 | 218 | 100 | ||||
Contingently convertible notes payable, including accrued interest | [1] | [1] | [2] | ||||
Contingently issuable warrants | |||||||
SAFEs | |||||||
Series B convertible preferred stock | |||||||
Total liabilities, at fair value | |||||||
Term notes payable, including accrued interest | [2] | ||||||
Fair Value, Inputs, Level 2 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Restricted cash held in a money market account | |||||||
Contingently convertible notes payable, including accrued interest | [1] | [1] | [2] | ||||
Contingently issuable warrants | |||||||
SAFEs | |||||||
Series B convertible preferred stock | |||||||
Total liabilities, at fair value | |||||||
Term notes payable, including accrued interest | [2] | ||||||
Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Restricted cash held in a money market account | |||||||
Contingently convertible notes payable, including accrued interest | 1,559 | [1] | 1,152 | [1] | 1,572 | [2] | |
Contingently issuable warrants | 70 | ||||||
SAFEs | 34,517 | 29,190 | 15,811 | ||||
Series B convertible preferred stock | 7,632 | ||||||
Total liabilities, at fair value | $ 43,778 | $ 30,342 | 17,888 | ||||
Term notes payable, including accrued interest | [2] | $ 505 | |||||
[1]Elected the fair value option of accounting as discussed in Note 2.[2]Elected the fair value option of accounting as discussed in Note 2. |
Schedule of Significant Unobser
Schedule of Significant Unobservable Inputs Used in the Fair Value Measurement (Details) - Fair Value, Inputs, Level 3 [Member] | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Measurement Input, Expected Term [Member] | Series B Preferred Stock [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, expected term | 2 months 15 days | ||
Measurement Input, Expected Term [Member] | Simple Agreement Ffor Future Equity [Member] | Minimum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, expected term | 1 month 6 days | 4 months 24 days | 3 months 18 days |
Measurement Input, Expected Term [Member] | Simple Agreement Ffor Future Equity [Member] | Maximum [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, expected term | 1 year 6 months | 3 years | 1 year 9 months 18 days |
Measurement Input, Expected Term [Member] | Convertible Notes Payable [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, expected term | 2 months 12 days | 6 months | 8 months 12 days |
Measurement Input, Expected Term [Member] | Contingently Issuable Warrants On Contingently Convertible Notes Payable [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, expected term | 2 years | 2 years | 2 years |
Measurement Input, Expected Term [Member] | Notes Payable to Banks [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, expected term | 2 months 12 days | ||
Measurement Input Probability [Member] | Scenario 1 [Member] | Simple Agreement Ffor Future Equity [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 80 | 20 | 10 |
Measurement Input Probability [Member] | Scenario 2 [Member] | Simple Agreement Ffor Future Equity [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 10 | 70 | 80 |
Measurement Input Probability [Member] | Scenario 3 [Member] | Simple Agreement Ffor Future Equity [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 10 | 10 | 10 |
Measurement Input Probability [Member] | SPAC Scenario [Member] | Series B Preferred Stock [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 75 | ||
Measurement Input Probability [Member] | Non-SPAC Scenario [Member] | Series B Preferred Stock [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 25 | ||
Measurement Input Probability [Member] | Convertible Notes Payable [Member] | Scenario 1 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 70 | 0 | 80 |
Measurement Input Probability [Member] | Convertible Notes Payable [Member] | Scenario 2 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 30 | 100 | 20 |
Measurement Input, Risk Free Interest Rate [Member] | Scenario 1 [Member] | Simple Agreement Ffor Future Equity [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 15 | 13.4 | 11 |
Measurement Input, Risk Free Interest Rate [Member] | Scenario 2 [Member] | Simple Agreement Ffor Future Equity [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 15 | 13.4 | 11 |
Measurement Input, Risk Free Interest Rate [Member] | Scenario 3 [Member] | Simple Agreement Ffor Future Equity [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 14.7 | 13.1 | 11 |
Measurement Input, Risk Free Interest Rate [Member] | SPAC Scenario And Non-SPAC Scenario [Member] | Series B Preferred Stock [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 40 | ||
Measurement Input, Risk Free Interest Rate [Member] | Convertible Notes Payable [Member] | Scenario 1 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 15 | 13.4 | 0.3 |
Measurement Input, Risk Free Interest Rate [Member] | Convertible Notes Payable [Member] | Scenario 2 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 15 | 13.4 | 11 |
Measurement Input, Risk Free Interest Rate [Member] | Contingently Issuable Warrants On Contingently Convertible Notes Payable [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 3.2 | 3.2 | 0.3 |
Measurement Input, Risk Free Interest Rate [Member] | Notes Payable to Banks [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 10.7 | ||
Measurement Input, Option Volatility [Member] | Contingently Issuable Warrants On Contingently Convertible Notes Payable [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 40 | 40 | 40 |
Measurement Input, Expected Dividend Rate [Member] | Contingently Issuable Warrants On Contingently Convertible Notes Payable [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity securities, measurement input | 0 | 0 | 0 |
Schedule of Changes in Fair V_2
Schedule of Changes in Fair Value of Level 3 Valued Instruments (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Short-Term Debt [Line Items] | |||||
Extinguishment of term notes payable | $ 675 | ||||
Series B Preferred Stock [Member] | |||||
Short-Term Debt [Line Items] | |||||
Change in fair value, beginning balance | |||||
Proceeds from issuance | 5,150 | ||||
Issuance of SAFE in lieu of cash for advisory services | |||||
Loss at inception | 2,412 | ||||
Change in fair value, including accrued interest | 70 | ||||
Change in fair value, ending balance | 7,632 | ||||
Simple Agreement For Future Equity [Member] | |||||
Short-Term Debt [Line Items] | |||||
Change in fair value, beginning balance | 29,190 | $ 15,811 | 15,811 | ||
Proceeds from issuance | 2,760 | 4,550 | 10,650 | 7,925 | |
Issuance of SAFE in lieu of cash for advisory services | 166 | 75 | 195 | ||
Loss at inception | |||||
Change in fair value, including accrued interest | 2,401 | 797 | 2,534 | 1,625 | |
Extinguishment of term notes payable | |||||
Allocation of proceeds to warrants at issuance | [1] | ||||
Loss on extinguishment from conversion of CCNP to SAFE | 738 | ||||
Change in fair value, ending balance | 34,517 | 21,233 | 29,190 | 15,811 | |
Conversion of CCNP to SAFE | 5,523 | ||||
Convertible Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Change in fair value, beginning balance | 1,152 | 1,572 | 1,572 | 9,027 | |
Proceeds from issuance | |||||
Issuance of SAFE in lieu of cash for advisory services | |||||
Loss at inception | |||||
Change in fair value, including accrued interest | 477 | 14 | (420) | (1,932) | |
Extinguishment of term notes payable | |||||
Allocation of proceeds to warrants at issuance | [1] | ||||
Loss on extinguishment from conversion of CCNP to SAFE | |||||
Change in fair value, ending balance | 1,629 | 1,586 | 1,152 | 1,572 | |
Conversion of CCNP to SAFE | (5,523) | ||||
Notes Payable to Banks [Member] | |||||
Short-Term Debt [Line Items] | |||||
Change in fair value, beginning balance | 505 | 505 | 497 | ||
Proceeds from issuance | 500 | ||||
Issuance of SAFE in lieu of cash for advisory services | |||||
Loss at inception | |||||
Change in fair value, including accrued interest | 11 | 11 | 45 | ||
Extinguishment of term notes payable | (516) | (516) | (515) | ||
Allocation of proceeds to warrants at issuance | [1] | (22) | |||
Loss on extinguishment from conversion of CCNP to SAFE | |||||
Change in fair value, ending balance | 505 | ||||
Conversion of CCNP to SAFE | |||||
[1]Amount represents the issuance date residual value allocated to the freestanding equity classified warrant in accordance with ASC 815 that is not remeasured subsequent to the issuance date. |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Accrued compensation | $ 4,890 | [1] | $ 4,070 | [1],[2] | $ 2,446 | [2] |
Accrued vendor and other expenses | 2,005 | 1,277 | 1,060 | |||
Accrued expenses and other current liabilities | $ 6,895 | $ 5,347 | $ 3,506 | |||
[1]Includes deferred compensation for certain executives and deferred board and advisory fees for one director (see Note 14).[2]Includes deferred compensation for certain executives and deferred board fees for one director. |
Selected Balance Sheet Compon_3
Selected Balance Sheet Components (Details Narrative) - USD ($) | Jan. 06, 2023 | Dec. 27, 2022 | Mar. 18, 2021 | Sep. 12, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 11, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Deferred financing costs | $ 1,639,000 | $ 725,000 | ||||||
Cash | 1,918,000 | 372,000 | $ 2,137,000 | |||||
Legal settlement liability | 520,000 | 640,000 | $ 900,000 | |||||
Edoc Merger Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Deferred financing costs | $ 1,500,000 | $ 300,000 | $ 1,900,000 | |||||
Promissory Note Agreements [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Transaction costs related to merger | $ 75,000 | $ 705,000 | ||||||
Proceeds from related party debt | $ 37,500 | $ 37,500 | ||||||
Settlement And Mutual Release Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Cash | $ 1,100,000 | |||||||
Payments for legal settlements | 60,000 | |||||||
Monthly payments for legal settlements | 20,000 | |||||||
Settlement Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Payments for legal settlements | 1,100,000 | |||||||
Settlement Agreement [Member] | Minimum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Cash secured in equity finance | $ 10,000,000 |
Schedule of Machinery and Equip
Schedule of Machinery and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Machinery and equipment, net | $ 1,156 | $ 887 | $ 497 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Machinery and equipment | 1,969 | 1,518 | 887 |
Accumulated depreciation | (813) | (631) | (390) |
Machinery and equipment, net | $ 1,156 | $ 887 | $ 497 |
Schedule of Related Party Trans
Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | May 31, 2020 | |||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Principal amount | $ 8,515 | $ 5,265 | $ 4,403 | |||||||
A J C Capital Director A Band Manager [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | $ 842 | $ 765 | $ 804 | [1] | 1,365 | [1] | ||||
Description of investment or transaction | Convertible notes payable, including accrued interest | [2] | Convertible notes payable, including accrued interest(1) | |||||||
A J C Capital [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | [3] | [3] | ||||||||
Description of investment or transaction | Line of credit – as guarantor | [4] | Line of credit – as guarantor | |||||||
A J C Capital [Member] | Term Loan [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Principal amount | $ 450,000 | |||||||||
A J C Capital [Member] | Guaranty [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | $ 158 | $ 150 | [5] | [5] | ||||||
Description of investment or transaction | Lease guaranty | [6] | Lease guaranty | |||||||
A J C Capital [Member] | Business Loan Payable [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Description of investment or transaction | Business loan payable – as guarantor | |||||||||
A J C Capital Director A E And Executive Officers Family Office [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | $ 4,102 | 1,000 | $ 1,962 | [7] | 1,027 | [7] | ||||
Description of investment or transaction | Term notes payable, net of discount, including accrued interest | [8] | Term notes payable, net of discount, including accrued interest | |||||||
A J C Capital Director A E And Executive Officers Family Office [Member] | Term Loan [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Principal amount | 3,000 | $ 3,000 | ||||||||
A J C Capital Directors A D E F An Officerand Manager [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | $ 5,082 | 2,039 | $ 4,615 | [9] | 1,417 | [9] | ||||
Description of investment or transaction | Simple agreements for future equity (SAFE), at fair value | [10] | Simple agreements for future equity (SAFE), at fair value | |||||||
A J C Capital Director D [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | $ 104 | 157 | $ 170 | [11] | 137 | [11] | ||||
Description of investment or transaction | Accounts payable and accrued expenses | [12] | Accounts payable and accrued expenses | |||||||
Directors C [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | $ 1,629 | 1,586 | $ 1,152 | [13] | 1,572 | [13] | ||||
Description of investment or transaction | Contingently convertible notes payable, including accrued interest, at fair value | [14] | Contingently convertible notes payable, including accrued interest, at fair value | |||||||
Former Executive [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | $ 520 | 760 | $ 640 | [15] | 880 | [15] | ||||
Description of investment or transaction | Legal settlement liability | [16] | Legal settlement liability | |||||||
Director D [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | $ 450 | 300 | $ 300 | [17] | [17] | |||||
Description of investment or transaction | Former President and Chief Operating Officer | [18] | President and Chief Operating Officer | |||||||
Director A [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | $ 138 | 27 | $ 82 | [19] | [19] | |||||
Description of investment or transaction | Advisory services included in accrued expenses | [20] | Advisory services included in accrued expenses | |||||||
Director A [Member] | Term Loan [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Principal amount | $ 500,000 | |||||||||
Jackson Investment Group [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | $ 7,442 | |||||||||
Description of investment or transaction | [21] | Series B Convertible Preferred Stock, at fair value | ||||||||
Calidi Cure, LLC [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | $ 190 | |||||||||
Description of investment or transaction | [21] | Series B Convertible Preferred Stock, at fair value | ||||||||
Series B Financing Cost [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | $ 2,680 | |||||||||
Description of investment or transaction | [21] | FLAG shares issued as incentive, at fair value | ||||||||
Business Loan Payable [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Related party transactions and investments | [22] | $ 38 | ||||||||
[1]See Note 8 for full disclosures on debt, including the convertible notes and related extensions of scheduled maturity dates.[2]See Note 7 for full disclosures on debt, including the convertible notes and related extensions of scheduled maturity dates (see Note 14).[3]In November 2020, Calidi, as the borrower, opened a Line of Credit (“LOC”) with City National Bank (“CNB”) for a borrowing capacity of up to $ 1.0 1.0 900,000 225,000 900,000 As consideration for the Guaranty, Calidi agreed to pay Mr. Camaisa 10% of the Guaranty amount for the first year of the San Diego Lease, and 5% per annum of the Guaranty amount thereafter through the life of the lease, with all amounts accrued and payable at the termination of the San Diego Lease or release of Mr. Camaisa from the Guaranty by the lessor, whichever occurs first 225,000 500,000 900,000 544,000 1,000,000 1.0 450,000 900,000 500,000 1,000,000 3.0 Amounts owed to AJC Capital as of June 30, 2023, for primarily rent expense for temporary use of personal house for company office space in 2020; in addition, amounts owed to AJC Capital and Director D for certain consulting expenses, included in accounts payable and accrued expenses as of December 31, 2022. See Note 4 for full disclosure of a settlement liability recorded with a Co-Founder and Former Executive of Calidi. 450,000 300,000 500,000 3.86 35 100,000 450,000 300,000 9,166 120,000 10 9,166 120,000 10 |
Schedule of Related Party Tra_2
Schedule of Related Party Transactions (Details) (Parenthetical) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Apr. 01, 2022 | Feb. 01, 2022 | Dec. 31, 2022 | Oct. 31, 2022 | Mar. 31, 2021 | May 31, 2020 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Nov. 30, 2020 | |
Property, Plant and Equipment [Line Items] | |||||||||||
Line of credit, borrowing capacity | $ 1,000 | ||||||||||
Principal amount | $ 5,265 | $ 8,515 | $ 5,265 | $ 4,403 | |||||||
Principal amount | $ 482 | 146 | $ 22 | ||||||||
A J C Capital [Member] | Guaranty [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Lease agreement description | As consideration for the Guaranty, Calidi agreed to pay Mr. Camaisa 10% of the Guaranty amount for the first year of the San Diego Lease, and 5% per annum of the Guaranty amount thereafter through the life of the lease, with all amounts accrued and payable at the termination of the San Diego Lease or release of Mr. Camaisa from the Guaranty by the lessor, whichever occurs first | ||||||||||
Lease payment due | $ 225,000 | ||||||||||
A J C Capital [Member] | Maximum [Member] | Guaranty [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Guaranty of lease amount | $ 900,000 | ||||||||||
Director A [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Monthly advisory fee | $ 9,166 | ||||||||||
Equity proceeds | 10,000 | ||||||||||
Director A [Member] | Maximum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Annual advisory fee | $ 120,000 | ||||||||||
Director D [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Annual salary | $ 450,000 | ||||||||||
Bonus payable | $ 300,000 | ||||||||||
Number of shares, options to purchase | 500,000 | ||||||||||
exercise price | $ 3.86 | ||||||||||
Bonus percentage | 35% | ||||||||||
Revenue recognized | $ 100,000 | ||||||||||
Term Loan [Member] | A J C Capital [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Principal amount | $ 450,000 | ||||||||||
Warrants to purchase common stock | 900,000 | ||||||||||
Principal amount | $ 500,000 | ||||||||||
Term Loan [Member] | Director A [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Principal amount | $ 500,000 | ||||||||||
Warrants to purchase common stock | 1,000,000 | ||||||||||
Principal amount | $ 544,000 | ||||||||||
Term Loan [Member] | A J C Capital Director A E And Executive Officers Family Office [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Principal amount | 3,000 | $ 3,000 | $ 3,000 | ||||||||
Principal amount | $ 1,000 |
Machinery and Equipment, net (D
Machinery and Equipment, net (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 206,000 | $ 100,000 | $ 260,000 | $ 156,000 |
Schedule of Outstanding Debt Ob
Schedule of Outstanding Debt Obligations (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, face amount | $ 8,515 | $ 5,265 | $ 4,403 | ||||
Fair Value Measurements | 629 | 152 | 599 | ||||
Discount | (262) | (138) | (22) | ||||
Accrued Interest | 482 | 146 | 22 | ||||
Net Carrying Value | 9,364 | 5,425 | 5,002 | ||||
Less: current portion of long-term debt | (9,364) | (5,425) | (5,002) | ||||
Long-term debt, net of current portion | |||||||
Convertible Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, face amount | 765 | 765 | 1,365 | ||||
Fair Value Measurements | |||||||
Discount | |||||||
Accrued Interest | 77 | 39 | [1] | ||||
Net Carrying Value | 842 | 804 | 1,365 | ||||
Contingently Convertible Notes Payable Iincluding Accrued Interest At Fair Value [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, face amount | 1,000 | 1,000 | 1,000 | ||||
Fair Value Measurements | 629 | 152 | 572 | ||||
Discount | |||||||
Accrued Interest | [2] | [2],[3] | [3] | ||||
Net Carrying Value | 1,629 | 1,152 | 1,572 | ||||
Term Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, face amount | 5,750 | 2,500 | 500 | ||||
Fair Value Measurements | |||||||
Discount | (262) | (138) | |||||
Accrued Interest | 405 | 107 | 22 | ||||
Net Carrying Value | 5,893 | 2,469 | 522 | ||||
Loans Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, face amount | 1,000 | 1,000 | 1,038 | ||||
Fair Value Measurements | |||||||
Discount | |||||||
Accrued Interest | |||||||
Net Carrying Value | $ 1,000 | $ 1,000 | 1,038 | ||||
Term Notes Payable Including Accrued Interest At Fair Value [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, face amount | 500 | ||||||
Fair Value Measurements | 27 | ||||||
Discount | (22) | ||||||
Accrued Interest | [3] | ||||||
Net Carrying Value | $ 505 | ||||||
[1]Convertible notes payable issued with common stock in lieu of cash interest. See further discussion under Convertible Notes Payable section below.[2]Accrued interest is included in fair value measurements for contingently convertible notes payable, at fair value, for the periods presented. See further disclosures under the fair value option of accounting in Note 2, Note 3, Note 7, and applicable sections below.[3]Accrued interest is included in fair value measurements for contingently convertible notes payable and term notes payable, at fair value, as applicable, for the periods presented, respectively. See further disclosures under the fair value option of accounting in Note 2, Note 4, Note 8, and applicable sections below. |
Schedule of Maturities of Outst
Schedule of Maturities of Outstanding Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | |||
2023 (July — December) | $ 5,265 | ||
2023 | 3,250 | $ 5,265 | |
Plus: fair value measurement adjustments | 629 | 152 | $ 599 |
Plus: accrued interest | 482 | 146 | |
Less: discounts | (262) | (138) | (22) |
Total debt | $ 9,364 | $ 5,425 | $ 5,002 |
Debt (Details Narrative)
Debt (Details Narrative) | 1 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
Dec. 31, 2022 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) | Oct. 31, 2022 | Jul. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Jun. 30, 2021 USD ($) shares | Jan. 02, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Apr. 30, 2020 USD ($) | Dec. 31, 2019 USD ($) | Sep. 30, 2022 | Jul. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) shares | Jan. 31, 2021 USD ($) $ / shares shares | Apr. 30, 2020 USD ($) | Mar. 31, 2017 USD ($) shares | Dec. 31, 2021 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2018 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) | Sep. 12, 2023 USD ($) | Oct. 31, 2021 USD ($) | Mar. 31, 2021 $ / shares shares | Nov. 30, 2020 USD ($) | Jan. 30, 2020 USD ($) | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Weighted average interest rate | 8.70% | 2.70% | 2.70% | 10.40% | 8.70% | 2.70% | |||||||||||||||||||||||||||
Interest expense debt | $ 504,000 | $ 23,000 | $ 200,000 | $ 600,000 | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 5,265,000 | $ 4,403,000 | $ 4,403,000 | 8,515,000 | $ 5,265,000 | $ 4,403,000 | |||||||||||||||||||||||||||
Debt Instrument, interest rate | 10% | 3.10% | 3.10% | 10% | 3.10% | ||||||||||||||||||||||||||||
Debt instrument, increase accrued interest | 482,000 | $ 146,000 | $ 22,000 | ||||||||||||||||||||||||||||||
Debt discount | $ 138,000 | $ 22,000 | $ 22,000 | 262,000 | 138,000 | 22,000 | |||||||||||||||||||||||||||
Principal plus accrued interest | |||||||||||||||||||||||||||||||||
Remaining principal plus accrued interest | $ 5,265,000 | ||||||||||||||||||||||||||||||||
Issued warrants | shares | 4,050,000 | 4,050,000 | 4,050,000 | ||||||||||||||||||||||||||||||
Number of warrants outstanding | shares | 4,050,000 | 4,050,000 | 4,050,000 | 4,050,000 | 4,050,000 | 4,050,000 | |||||||||||||||||||||||||||
Number of shares issued | shares | 425,001 | 263,646 | 120,000,000 | 35,000 | |||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | $ 272,000 | $ 35,000 | |||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | 675,000 | ||||||||||||||||||||||||||||||||
Debt description | financing of $15 million or more. | ||||||||||||||||||||||||||||||||
Share issued price per share | $ / shares | $ 3.86 | $ 3.86 | |||||||||||||||||||||||||||||||
Interest payable | $ 522,000 | $ 522,000 | 522,000 | ||||||||||||||||||||||||||||||
Debt instrument carrying amount | $ 5,425,000 | 5,002,000 | 5,002,000 | 9,364,000 | $ 5,425,000 | 5,002,000 | |||||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Line of Credit [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt Instrument, interest rate | 1.60% | 1.60% | 1.60% | 1.60% | |||||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||||||
Number of shares of common stock | shares | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||||||||
Line of credit facility,remaining borrowing capacity | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||||||
Debt interest rate | 2.50% | ||||||||||||||||||||||||||||||||
2020 Line Of Credit [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||||||
Borrowing capacity | 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||
Mature date | Oct. 26, 2021 | ||||||||||||||||||||||||||||||||
Borrowed bear interest rate | 1.60% | ||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||||||||||||||||||
Annum based interest rate | 2.50% | ||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Number of shares issued | shares | 102,889 | 35,000 | |||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | |||||||||||||||||||||||||||||||||
Related Party [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Principal amount | (358,000) | $ (12,000) | (116,000) | (564,000) | |||||||||||||||||||||||||||||
Gross proceeds | 2,000,000 | 1,000,000 | 500,000 | ||||||||||||||||||||||||||||||
2018 Convertible Notes [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 765,000 | $ 120,000 | $ 765,000 | $ 450,000 | $ 1,400,000 | $ 120,000 | $ 30,000 | ||||||||||||||||||||||||||
Debt instrument, maturity date, description | 6 months | 18 months | |||||||||||||||||||||||||||||||
Debt instrument, conversion ratio | 1 | ||||||||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 15,000,000 | ||||||||||||||||||||||||||||||||
Debt Instrument, interest rate | 10% | 10% | |||||||||||||||||||||||||||||||
2018 Convertible Notes [Member] | SAFE Agreements [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||||||||||||||||||
2018 Convertible Notes [Member] | Series A-2 Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, conversion price | $ / shares | $ 1.75 | ||||||||||||||||||||||||||||||||
Number of shares issued | shares | 257,143 | ||||||||||||||||||||||||||||||||
Two Thousand Nineteen Contingently Convertible Notes At Fair Value [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | 150,000 | $ 2,300,000 | 150,000 | 150,000 | $ 2,300,000 | ||||||||||||||||||||||||||||
Debt instrument, maturity date, description | 28 to 31 months | ||||||||||||||||||||||||||||||||
Debt Instrument, interest rate | 5% | 5% | |||||||||||||||||||||||||||||||
Debt instrument, conversion feature | conversion price equal to: (i) 80% of the per share price paid by investors in the financing; or (ii) 80% of a per share price equal to $100.0 million divided by the total number of issued and outstanding shares as of the date of the amendment, or $2.40 per share (“valuation cap”). In addition, upon a next equity financing, the investors will be issued a warrant equal to 30% of principal at an exercise price equal to the per share price paid by investors in the financing | ||||||||||||||||||||||||||||||||
Debt instrument, increase accrued interest | 213,300 | ||||||||||||||||||||||||||||||||
Two Thousand Nineteen Contingently Convertible Notes At Fair Value [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 8,000,000 | ||||||||||||||||||||||||||||||||
Two Thousand Twenty Contingently Convertible Notes At Fair Value [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | $ 3,000,000 | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | ||||||||||||||||||||||||||
Debt instrument, maturity date, description | January 2023 | January 2023 | |||||||||||||||||||||||||||||||
Debt Instrument, interest rate | 5% | 5% | 5% | 5% | 5% | ||||||||||||||||||||||||||||
Debt instrument, conversion feature | conversion option into the type of stock issued in the financing at the lower price equal to: (i) 70% of the per share price paid by investors in the financing; or (ii) 70% of a per share price equal to $100.0 million divided by the total number of issued and outstanding shares as of the date of issuance; or (iii) $2.00 (“valuation cap”). In addition, upon a next equity financing occurring, the investors will also receive a warrant equal to 30% of principal invested at an exercise price equal to the per share price paid by investors in the financing. | ||||||||||||||||||||||||||||||||
Debt instrument, conversion feature | Upon a change of control, the investor will have the option to receive a cash payment equal the principal and accrued interest or convert the principal and accrued interest into shares of Calidi’s preferred stock to be issued, at a per share conversion price equal to: (i) 70% of the implied price per share of such preferred stock from such change of control; or (ii) 70% of a per share price equal to $100.0 million divided by the total number of issued and outstanding shares as of the date of issuance. | ||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 23, 2023 | ||||||||||||||||||||||||||||||||
Two Thousand Twenty Contingently Convertible Notes At Fair Value [Member] | Related Party [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||
Two Thousand Twenty Contingently Convertible Notes At Fair Value [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 8,000,000 | ||||||||||||||||||||||||||||||||
Two Thousand Twenty Three Term Note Payable [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Interest rate terms | The 2023 Term Loans bear simple interest of 24% per annum, of which 14% is payable in cash at maturity and the remaining 10% of the principal amount invested was paid in shares of Calidi common stock, valued at $3.86 and $2.96 per share, as applicable. | ||||||||||||||||||||||||||||||||
Note payable common stock value in cash | $ / shares | $ 3.86 | $ 3.86 | |||||||||||||||||||||||||||||||
Note payable common stock value in shares | $ / shares | $ 2.96 | ||||||||||||||||||||||||||||||||
Debt discount | $ 294,000 | ||||||||||||||||||||||||||||||||
Gross proceeds | $ 20,000,000 | ||||||||||||||||||||||||||||||||
Interest rate | 14% | ||||||||||||||||||||||||||||||||
Accrued interest and net of debt discount | $ 3,200,000 | ||||||||||||||||||||||||||||||||
Principal plus accrued interest | 2,650,000 | ||||||||||||||||||||||||||||||||
Remaining principal plus accrued interest | 600,000 | ||||||||||||||||||||||||||||||||
Two Thousand Twenty Three Term Note Payable [Member] | Related Party [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 3,250,000 | ||||||||||||||||||||||||||||||||
Two Thousand Twenty Two Term Note Payable [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Interest rate terms | The 2022 Term Loans bear simple interest of 24% per annum, of which 14% is payable in cash at maturity and the remaining 10% of the principal amount invested was paid in shares of Calidi common stock, valued at $3.86 per share. | ||||||||||||||||||||||||||||||||
Debt discount | 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||||||||||||||||
Gross proceeds | 20,000,000 | ||||||||||||||||||||||||||||||||
Interest rate | 14% | ||||||||||||||||||||||||||||||||
Accrued interest | $ 1,600,000 | ||||||||||||||||||||||||||||||||
Two Thousand Twenty Two Term Note Payable [Member] | Related Party [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,500,000 | 1,500,000 | $ 1,500,000 | ||||||||||||||||||||||||||||||
Two Thousand Twenty One Term Note Payable [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, maturity date, description | In July 2022, the maturity date of the 2021 Term Note was extended to the earlier of i) June 30, 2023 or ii) Calidi’s completion of a qualified financing of $15 million or more. The amended 2021 Term Note will accrue interest at 10% per annum. All other terms and conditions remained substantially unchanged. | In March 2022, upon the scheduled maturity of the outstanding 2021 Term Note, the holder and Calidi agreed to extend the maturity date for the 2021 Term Note to the earlier of i) September 30, 2022 or ii) Calidi’s completion of a qualified financing of $5 million or more. All other terms and conditions remained substantially unchanged. | |||||||||||||||||||||||||||||||
Interest rate terms | The 2021 Term Note bears interest at a rate equal to variable 30-day LIBOR plus 3%, subject to floor of 2% and matures on the earliest of the following: (i) one year from execution of the 2021 Term Note, (ii) Calidi’s completion of certain qualified financings, (iii) the occurrence of a change of control, or (iv) the occurrence of an event of default, as defined in the note agreement. | ||||||||||||||||||||||||||||||||
Interest rate | 10% | 10% | 10% | ||||||||||||||||||||||||||||||
Accrued interest | $ 544,000 | $ 569,000 | $ 544,000 | ||||||||||||||||||||||||||||||
Issued warrants | shares | 1,000,000 | ||||||||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 1 | ||||||||||||||||||||||||||||||||
Two Thousand Twenty One Term Note Payable [Member] | Related Party [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 500,000 | ||||||||||||||||||||||||||||||||
Two Thousand Twenty Twenty Term Note Payable [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, maturity date, description | In July 2022, the maturity date of the 2020 Term Note was extended to the earlier of i) June 30, 2023 or ii) Calidi’s completion of a qualified financing of $15 million or more. The amended 2020 Term Note will accrue interest at 10% per annum. All other terms and conditions remained substantially unchanged. | ||||||||||||||||||||||||||||||||
Interest rate | 10% | 10% | 10% | ||||||||||||||||||||||||||||||
Principal plus accrued interest | $ 450,000 | ||||||||||||||||||||||||||||||||
Remaining principal plus accrued interest | $ 50,000 | ||||||||||||||||||||||||||||||||
Accrued interest | $ 550,000 | $ 578,000 | $ 550,000 | ||||||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 1 | ||||||||||||||||||||||||||||||||
Number of warrants outstanding | shares | 1,050,000 | 1,050,000 | 1,050,000 | 1,050,000 | |||||||||||||||||||||||||||||
Investors portion | $ 450,000 | ||||||||||||||||||||||||||||||||
Interest rate | 10% | 3% | |||||||||||||||||||||||||||||||
Repaid the principal amount | $ 100,000 | ||||||||||||||||||||||||||||||||
Number of shares issued | shares | 50,000 | ||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs | $ 35,500 | ||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | 35,500 | ||||||||||||||||||||||||||||||||
Extinguishment of debt, amount | $ 515,000 | ||||||||||||||||||||||||||||||||
Two Thousand Twenty Twenty Term Note Payable [Member] | One Warrant [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | |||||||||||||||||||||||||||||
Two Thousand Twenty Twenty Term Note Payable [Member] | Interest Rate Floor [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Interest rate | 2% | ||||||||||||||||||||||||||||||||
Two Thousand Twenty Twenty Term Note Payable [Member] | Related Party [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | 600,000 | 600,000 | 600,000 | $ 600,000 | |||||||||||||||||||||||||||||
2017 Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 150,000 | ||||||||||||||||||||||||||||||||
Debt instrument, conversion ratio | 1 | ||||||||||||||||||||||||||||||||
Number of shares issued | shares | 150,000 | ||||||||||||||||||||||||||||||||
Converted balance | $ 150,000 | ||||||||||||||||||||||||||||||||
Two Thousand Nineteen Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 2,300,000 | $ 2,300,000 | |||||||||||||||||||||||||||||||
Debt instrument, increase accrued interest | 2,000,000 | $ 8,000,000 | |||||||||||||||||||||||||||||||
Debt description | (i) 80% of the per share price paid by investors in the financing; or (ii) 80% of a per share price equal to $100.0 million divided by the total number of issued and outstanding shares as of the date of the amendment, or $2.40 per share (“valuation cap”). In addition, upon a next equity financing, the investors will be issued a warrant equal to 30% of principal at an exercise price equal to the per share price paid by investors in the financing. These contingent warrants are accounted for when the contingency is resolved, and the contingent warrants are issued. | ||||||||||||||||||||||||||||||||
Accrued interest rate percent | 5% | 5% | |||||||||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 150,000 | ||||||||||||||||||||||||||||||||
Debt instrument, increase accrued interest | $ 213,300 | ||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | |||||||||||||||||||||||||||
Debt instrument, maturity date, description | mature in January 2023 | mature in January 2023 | |||||||||||||||||||||||||||||||
Debt instrument, increase accrued interest | $ 8,000,000 | ||||||||||||||||||||||||||||||||
Debt description | (i) 70% of the per share price paid by investors in the financing; or (ii) 70% of a per share price equal to $100.0 million divided by the total number of issued and outstanding shares as of the date of issuance; or (iii) $2.00 (“valuation cap”). In addition, upon a next equity financing occurring, the investors will also receive a warrant equal to 30% of principal invested at an exercise price equal to the per share price paid by investors in the financing. These contingent warrants are accounted for when the contingency is resolved, and the contingent warrants are issued. Calidi evaluated whether the 2020 CCNPs contained a BCF in accordance with ASC 470-20 and determined that a BCF that is contingent upon on the next equity financing occurring is not recognized until the contingency is resolved. The contingency had not been resolved as of December 31, 2022. See Note 2 regarding the impact of adoption of ASU 2020-06 on January 1, 2021. | ||||||||||||||||||||||||||||||||
Accrued interest rate percent | 5% | 5% | 5% | 5% | 5% | 5% | |||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt description | (i) 70% of the implied price per share of such preferred stock from such change of control; or (ii) 70% of a per share price equal to $100.0 million divided by the total number of issued and outstanding shares as of the date of issuance. Upon an event of default, each investor will receive a cash payment equal the principal and accrued interest. | ||||||||||||||||||||||||||||||||
Contingently Convertible Notes [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, increase accrued interest | $ 3,000,000 | ||||||||||||||||||||||||||||||||
Debt instrument, debt default, amount | 1,000,000 | $ 1,000,000 | $ 1,000,000 | 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||
2022 Secured Term Notes Payable [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | 1,500,000 | $ 1,500,000 | 1,500,000 | ||||||||||||||||||||||||||||||
Debt discount | $ 150,000 | $ 150,000 | |||||||||||||||||||||||||||||||
Debt description | The 2022 Term Loans bear simple interest of 24% per annum, of which 14% is payable in cash at maturity and the remaining 10% of the principal amount invested was paid in shares of Calidi common stock, valued at $3.86 per share. Upon issuance of the common stock related to the 2022 Term Notes, Calidi recorded as debt discount of $150,000, which is being amortized using the effective interest method over the term of the debt. The 2022 Term Notes mature on the earliest of the following: (i) one year from execution of the respective 2022 Term Notes, or (ii) the date the Company receives gross proceeds from a single transaction wherein the Company receives $20 million or more for the purchase of its common or preferred stock. | The 2022 Term Loans bear simple interest of 24% per annum, of which 14% is payable in cash at maturity and the remaining 10% of the principal amount invested was paid in shares of Calidi common stock, valued at $3.86 per share. Upon issuance of the common stock related to the 2022 Term Notes, Calidi recorded as debt discount of $150,000, which is being amortized using the effective interest method over the term of the debt. The 2022 Term Notes mature on the earliest of the following: (i) one year from execution of the respective 2022 Term Notes, or (ii) the date the Company receives gross proceeds from a single transaction wherein the Company receives $20 million or more for the purchase of its common or preferred stock. | |||||||||||||||||||||||||||||||
Accure interest percent | 14% | 14% | |||||||||||||||||||||||||||||||
2022 Secured Term Notes Payable [Member] | Terms Of The Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt discount | $ 1,400,000 | $ 1,400,000 | |||||||||||||||||||||||||||||||
2022 Term Note Payable [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 5,000,000 | ||||||||||||||||||||||||||||||||
Debt Instrument, interest rate | 10% | 10% | 3.10% | 10% | 3.10% | 10% | 3.10% | ||||||||||||||||||||||||||
Debt description | financing of $15 million or more. | The 2021 Term Note bears interest at a rate equal to variable 30-day LIBOR plus 3%, subject to floor of 2% and matures on the earliest of the following: (i) one year from execution of the 2021 Term Note, (ii) Calidi’s completion of certain qualified financings, (iii) the occurrence of a change of control, or (iv) the occurrence of an event of default, as defined in the note agreement. | |||||||||||||||||||||||||||||||
Interest payable | $ 544,000 | $ 505,000 | $ 505,000 | $ 544,000 | $ 505,000 | ||||||||||||||||||||||||||||
2022 Term Note Payable [Member] | Investor And Director [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 1 | ||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 1,000,000 | ||||||||||||||||||||||||||||||||
2022 Term Note Payable [Member] | Maximum [Member] | Investor And Director [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Line of credit, current | $ 500,000 | ||||||||||||||||||||||||||||||||
2020 Secured Term Notes Payable [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 600,000 | $ 600,000 | $ 600,000 | $ 600,000 | |||||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||||||
Number of shares of common stock | shares | 1,050,000 | 1,050,000 | 1,050,000 | 1,050,000 | |||||||||||||||||||||||||||||
Repayment of debt | $ 100,000 | ||||||||||||||||||||||||||||||||
2020 Secured Term Notes Payable [Member] | Investors One [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 450,000 | $ 450,000 | $ 450,000 | $ 450,000 | |||||||||||||||||||||||||||||
2020 Secured Term Notes Payable [Member] | Investors Two [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | 150,000 | 150,000 | 150,000 | 150,000 | |||||||||||||||||||||||||||||
2020 Term Notes Payable [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt Instrument, interest rate | 10% | 10% | 10% | ||||||||||||||||||||||||||||||
Number of shares issued | shares | 50,000 | ||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 35,500 | ||||||||||||||||||||||||||||||||
Interest payable | $ 550,000 | $ 550,000 | |||||||||||||||||||||||||||||||
Debt fair value | 515,000 | $ 515,000 | |||||||||||||||||||||||||||||||
Debt instrument carrying amount | 35,500 | 35,500 | |||||||||||||||||||||||||||||||
Debt conversion, original debt, amount | 515,000 | ||||||||||||||||||||||||||||||||
2020 Term Notes Payable [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt fair value | $ 35,500 | $ 35,500 | |||||||||||||||||||||||||||||||
2020 Paycheck Protection Program [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | 294,000 | ||||||||||||||||||||||||||||||||
Proceeds from loan | 291,060 | ||||||||||||||||||||||||||||||||
Accrued interest | 294,000 | $ 294,000 | $ 294,000 | ||||||||||||||||||||||||||||||
2021 Paycheck Protection Program [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt Instrument, interest rate | 1% | 1% | |||||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 381,000 | ||||||||||||||||||||||||||||||||
Proceeds from loan | 379,200 | ||||||||||||||||||||||||||||||||
Business Loan And Security Agreement [Member] | |||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | |||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 10,083 | ||||||||||||||||||||||||||||||||
Debt Instrument, interest rate | 25.10% | 25.10% | 25.10% | 25.10% | |||||||||||||||||||||||||||||
Debt instrument, maturity term | 18 months |
Schedule of Convertible Preferr
Schedule of Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary equity shares outstanding | 205,999 | |||
Founders [Member] | ||||
Temporary equity shares authorized | 10,500,000 | 10,500,000 | 10,500,000 | |
Temporary equity shares issued | 10,402,285 | 10,402,285 | ||
Temporary equity shares outstanding | 10,402,285 | 10,402,285 | 10,402,285 | |
Temporary equity liquidation preference | $ 2,080 | $ 2,080 | $ 2,080 | |
Temporary equity carrying value | $ 1,354 | $ 1,354 | $ 1,354 | |
Series A 1 [Member] | ||||
Temporary equity shares authorized | 5,000,000 | 5,000,000 | [1] | |
Temporary equity shares issued | 4,316,400 | 4,316,400 | ||
Temporary equity shares outstanding | 4,316,400 | 4,316,400 | 4,166,400 | |
Temporary equity liquidation preference | $ 4,316 | $ 4,316 | $ 4,166 | |
Temporary equity carrying value | $ 3,871 | $ 3,871 | $ 3,721 | |
Series A 2 [Member] | ||||
Temporary equity shares authorized | 4,000,000 | 4,000,000 | [1] | |
Temporary equity shares issued | 2,544,883 | 2,544,883 | ||
Temporary equity shares outstanding | 2,544,883 | 2,544,883 | 2,287,740 | |
Temporary equity liquidation preference | $ 4,454 | $ 4,454 | $ 4,004 | |
Temporary equity carrying value | $ 4,376 | $ 4,376 | $ 3,926 | |
Convertible Preferred Stock [Member] | ||||
Temporary equity shares authorized | 19,500,000 | 19,500,000 | 30,500,000 | [1] |
Temporary equity shares issued | 17,263,568 | 17,263,568 | ||
Temporary equity shares outstanding | 17,263,568 | 17,263,568 | 16,856,425 | |
Temporary equity liquidation preference | $ 10,850 | $ 10,850 | $ 10,250 | |
Temporary equity carrying value | $ 9,601 | $ 9,601 | $ 9,001 | |
Series B [Member] | ||||
Temporary equity shares authorized | 1,000,000 | 20,000,000 | ||
Temporary equity shares issued | 205,999 | |||
Temporary equity shares outstanding | 205,999 | |||
Temporary equity liquidation preference | ||||
Temporary equity carrying value | $ 7,632 | |||
Convertible Preferred Stock Classified as Liability [Member] | ||||
Temporary equity shares authorized | 1,000,000 | |||
Temporary equity shares issued | 205,999 | |||
Temporary equity liquidation preference | ||||
Temporary equity carrying value | $ 7,632 | |||
[1]Prior to the Second Amended Articles and of the 40,000,000 9,000,000 20,000,000 |
Schedule of Common Stock Reserv
Schedule of Common Stock Reserved (Details) - shares shares in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock reserved for future issuance | 48,519,566 | 46,887,065 |
2019 Equity Incentive Plan [Member] | ||
Common stock reserved for future issuance | 1,224,237 | 1,221,896 |
Options [Member] | ||
Common stock reserved for future issuance | 23,487,117 | 23,914,458 |
Convertible Notes Payable [Member] | ||
Common stock reserved for future issuance | 480,857 | 437,143 |
Common Stock Warrants [Member] | ||
Common stock reserved for future issuance | 4,050,000 | 4,050,000 |
Convertible Preferred Stock [Member] | ||
Common stock reserved for future issuance | 19,277,355 | 17,263,568 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted average exercise price, Balance | $ 1 | $ 1 | ||
Weighted average exercise price, Balance | $ 1 | $ 1 | $ 1 | $ 1 |
Warrant [Member] | ||||
Number of Warrants, Balance | 4,050,000 | 4,050,000 | ||
Weighted average exercise price, Balance | $ 1,000 | $ 1,000 | ||
Weighted average remaining contractual life (years) outstanding | 7 years 4 months 13 days | 7 years 7 months 13 days | 7 years 10 months 13 days | 8 years 10 months 13 days |
Number of Warrants, Issed | ||||
Weighted average exercise price, Issed | ||||
Number of Warrants, Exercised | ||||
Weighted average exercise price, Exercised | ||||
Number of Warrants, Cancelled | ||||
Weighted average exercise price, Cancelled | ||||
Number of Warrants, Balance | 4,050,000 | 4,050,000 | 4,050,000 | 4,050,000 |
Weighted average exercise price, Balance | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 |
Simple Agreement for Future E_3
Simple Agreement for Future Equity (Details Narrative) - USD ($) | 5 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 12, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Aggregate proceeds | $ 35,000 | ||||||
Issuance of common stock in lieu of cash for consulting services | $ 158,000 | $ 205,000 | 122,000 | ||||
Divided per share | $ 3.86 | ||||||
Principal amount | $ 482,000 | $ 146,000 | 22,000 | ||||
Gain on extinguishment of debt | 675,000 | ||||||
Issuance of common stock, net of issuance costs | 272,000 | 35,000 | |||||
Principal amount | $ 4,403,000 | 8,515,000 | $ 4,403,000 | 5,265,000 | $ 4,403,000 | ||
2023 Simple Agreement for Future Equity [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Aggregate proceeds | 2,800,000 | 10,800,000 | |||||
Purchase amounts | $ 10,000,000 | $ 10,000,000 | |||||
2023 Simple Agreement for Future Equity [Member] | Minimum [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Discount rate | 70% | 70% | |||||
2023 Simple Agreement for Future Equity [Member] | Maximum [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Discount rate | 80% | 80% | |||||
2022 Simple Agreement for Future Equity [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Aggregate proceeds | $ 10,800,000 | ||||||
Purchase amounts | 10,000,000 | ||||||
Issuance of common stock in lieu of cash for consulting services | $ 200,000 | ||||||
2022 Simple Agreement for Future Equity [Member] | Minimum [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Discount rate | 70% | ||||||
2022 Simple Agreement for Future Equity [Member] | Maximum [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Discount rate | 80% | ||||||
2021 Simple Agreement for Future Equity [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Aggregate proceeds | 7,900,000 | ||||||
Purchase amounts | $ 10,000,000 | ||||||
Discount rate | 80% | ||||||
Divided per share | $ 3.62 | $ 3.62 | $ 3.62 | ||||
Contingently Convertible Notes Payable Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Principal amount | $ 6,000,000 | ||||||
Principal amount | 5,500,000 | ||||||
Gain on extinguishment of debt | 700,000 | ||||||
Issuance of common stock, net of issuance costs | 6,200,000 | ||||||
Principal amount | 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||
Maturity date | September 2023 | September 2022 | |||||
Number of shares of common stock | 200,000 | ||||||
Contingently Convertible Notes Payable Agreement [Member] | Investor [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Principal amount | 5,000,000 | ||||||
2020 and 2019 Contingently Convertible Notes Payable Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Principal amount | $ 5,500,000 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - Share-Based Payment Arrangement, Option [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jan. 18, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options Outstanding, Options granted | 3,500 | ||
Weighted Average Exercise Price, Ending | $ 3.86 | ||
Two Thousand Nineteen Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares Available for Grant, Beginning | 1,222 | 3,014 | |
Number of Options Outstanding, Beginning | 23,914 | 21,886 | |
Weighted Average Exercise Price, Beginning | $ 1.11 | $ 0.63 | |
Aggregate Intrinsic Value, Beginning | $ 4,840 | $ 5,392 | |
Shares Available for Grant, Option plan increase | 500 | ||
Number of Options Outstanding, Option plan increase | |||
Weighted Average Exercise Price, Option plan increase | |||
Shares Available for Grant, Options granted | (784) | (3,490) | |
Number of Options Outstanding, Options granted | 784 | 3,490 | |
Weighted Average Exercise Price, Options granted | $ 2.96 | $ 3.86 | |
Shares Available for Grant, Options exercised | |||
Number of Options Outstanding, Options exercised | (425) | (264) | |
Weighted Average Exercise Price, Options exercised | $ 1 | $ 0.43 | |
Shares Available for Grant, Options fofeited or cancelled | 786 | 1,198 | |
Number of Options Outstanding, Options forfeited or cancelled | (786) | (1,198) | |
Weighted Average Exercise Price, Options forfeited or cancelled | $ 1.03 | $ 0.41 | |
Shares Available for Grant, Ending | 1,224 | 1,222 | |
Number of Options Outstanding, Ending | 23,487 | 23,914 | |
Weighted Average Exercise Price, Ending | $ 1.06 | $ 1.11 | |
Aggregate Intrinsic Value, Ending | $ 4,679 | $ 4,840 | |
Number of Options Outstanding, Exercisable | 18,976 | 17,112 | |
Weighted Average Exercise Price, Exercisable | $ 0.78 | $ 0.66 | |
Aggregate Intrinsic Value, Exercisable | $ 4,677 | $ 4,670 |
Schedule of Outstanding Stock O
Schedule of Outstanding Stock Options (Details) - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Employee Stock Option Exercise Price One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price | $ 0.25 | $ 0.25 |
Number of Options Outstanding | 9,649 | 9,999 |
Weighted Average Remaining Contractual Life | 3 years 8 months 1 day | 4 years 1 month 20 days |
Employee Stock Option Exercise Price One [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price | $ 0.20 | $ 0.20 |
Employee Stock Option Exercise Price One [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price | 0.25 | 0.25 |
Employee Stock Option Exercise Price Two [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price | $ 0.95 | $ 0.94 |
Number of Options Outstanding | 8,359 | 9,107 |
Weighted Average Remaining Contractual Life | 6 years 11 months 19 days | 7 years 5 months 8 days |
Employee Stock Option Exercise Price Two [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price | $ 0.75 | $ 0.75 |
Employee Stock Option Exercise Price Two [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price | 1 | 1 |
Employee Stock Option Exercise Price Three [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price | $ 1.67 | $ 1.67 |
Number of Options Outstanding | 1,322 | 1,342 |
Weighted Average Remaining Contractual Life | 8 years 3 months | 8 years 9 months |
Employee Stock Option Exercise Price Three [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price | $ 1.01 | $ 1.01 |
Employee Stock Option Exercise Price Three [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price | 1.67 | 1.67 |
Employee Stock Option Exercise Price Four [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price | $ 2.96 | $ 3.86 |
Number of Options Outstanding | 4,157 | 3,466 |
Weighted Average Remaining Contractual Life | 9 years 1 month 2 days | 9 years 4 months 2 days |
Employee Stock Option Exercise Price Five [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price | $ 1.06 | $ 1.11 |
Number of Options Outstanding | 23,487 | 23,914 |
Weighted Average Remaining Contractual Life | 7 years 3 months 14 days | 7 years 5 months 23 days |
Employee Stock Option Exercise Price Five [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price | $ 0.20 | $ 0.20 |
Employee Stock Option Exercise Price Five [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Exercise Price | $ 2.96 | $ 3.86 |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 2,514 | $ 2,402 | $ 4,522 | $ 1,327 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 596 | 234 | 747 | 220 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,918 | $ 2,168 | $ 3,775 | $ 1,107 |
Schedule of Stock Options Valua
Schedule of Stock Options Valuation Assumptions (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Expected life (in years) | 5 years 10 months 13 days | 6 years 3 days | 6 years | 6 years |
Risk-free interest rates | 3.73% | 1.86% | 2.09% | 1.32% |
Volatility | 89.34% | 88.45% | 88.35% | 79.88% |
Dividend yield | 0% | 0% | 0% | 0% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jan. 18, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares reserved | 48,519,566,000 | 48,519,566,000 | 46,887,065,000 | ||||
Noncash compensation charge in connection with repricing | $ 0.1 | $ 0.7 | |||||
Total unamortized stock-based compensation expense | $ 9.8 | $ 9.8 | $ 10.2 | ||||
Estimated weighted average life | 2 years 7 months 6 days | 3 years 2 months 12 days | |||||
Weighted-average estimated fair value of stock options | $ 2.23 | $ 2.85 | $ 2.85 | $ 0.63 | |||
Share-Based Payment Arrangement, Option [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Description of term and exercise price of options | The exercise price of stock options shall be equal to or greater than the fair market value of Calidi common stock on the date the option is granted. In the case of an optionee who, at the time of grant, owns more than 10% of the combined voting power of all classes of Calidi stock, the exercise price of any incentive stock option must be at least 110% of the fair market value of the common stock on the grant date, and the term of the option may be no longer than five years. The aggregate fair market value of common stock (determined as of the grant date of the option) with respect to which incentive stock options become exercisable for the first time by an optionee in any calendar year may not exceed $100,000, otherwise it will be classified as a Non-Qualified Stock Option. | The exercise price of stock options shall be equal to or greater than the fair market value of Calidi common stock on the date the option is granted. In the case of an optionee who, at the time of grant, owns more than 10% of the combined voting power of all classes of Calidi stock, the exercise price of any incentive stock option must be at least 110% of the fair market value of the common stock on the grant date, and the term of the option may be no longer than five years. The aggregate fair market value of common stock (determined as of the grant date of the option) with respect to which incentive stock options become exercisable for the first time by an optionee in any calendar year may not exceed $100,000, otherwise it will be classified as a Non-Qualified Stock Option. | |||||
Descriptiion of options vesting | options vest over four years and will be exercisable only while the optionee remains an employee, director or consultant, or during the three months thereafter, but in the case of the termination of an employee, director, or consultant’s services due to death or disability, the period for exercising a vested option shall be extended to the earlier of twelve months after termination or the expiration date of the option. Certain option awards provide for accelerated vesting if there is a change in control as defined in the 2019 Plan. | options vest over four years and will be exercisable only while the optionee remains an employee, director or consultant, or during the three months thereafter, but in the case of the termination of an employee, director, or consultant’s services due to death or disability, the period for exercising a vested option shall be extended to the earlier of twelve months after termination or the expiration date of the option. Certain option awards provide for accelerated vesting if there is a change in control as defined in the 2019 Plan. | |||||
Options granted approved for repricing | 3,500,000 | ||||||
Exercise price | $ 3.86 | ||||||
Fair value per share | $ 2.96 | ||||||
Two Thousand Ninteen Plan [Member] | Administrator [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of shares reserved | 25,500,000 | ||||||
Two Thousand Nineteen Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Options granted approved for repricing | 784,000 | 3,490,000 | |||||
Exercise price | $ 1.06 | $ 1.06 | $ 1.11 | $ 0.63 | |||
Weighted Average Exercise Price, Options granted | $ 2.96 | $ 3.86 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Operating and Financing Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Revenue from Contract with Customer [Abstract] | ||||||
Operating cash flows from operating leases | $ 1,005 | $ 317 | $ 877 | [1] | $ 339 | [1] |
Operating cash flows from financing leases | 36 | 41 | 14 | 6 | ||
Financing cash flows from financing leases | 9 | 7 | 81 | 30 | ||
Operating lease | $ 4,714 | $ 223 | $ 204 | $ 68 | ||
[1]Includes payments made for operating leases with a term of one year or less. |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Operating and Financing Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||||
Right-of-use assets, net | $ 4,576 | $ 199 | $ 216 | $ 88 |
Right-of-use lease liabilities, current | 956 | 44 | 42 | 90 |
Right-of-use lease liabilities, noncurrent | 3,546 | 305 | 173 | 5 |
Total operating lease liabilities | 4,502 | 349 | 215 | 95 |
Machinery and equipment, gross | 423 | 417 | 281 | 205 |
Accumulated depreciation | (211) | (173) | (140) | (119) |
Machinery and equipment, net | 212 | 244 | 141 | 86 |
Current liabilities | 70 | 72 | 50 | 46 |
Noncurrent liabilities | 110 | 142 | 76 | 38 |
Total financing lease liabilities | $ 180 | $ 214 | $ 126 | $ 84 |
Weighted average remaining lease term, Operating leases (in years) | 3 years 8 months 12 days | 4 years 3 months 18 days | 4 years 8 months 12 days | 6 months |
Weighted average remaining lease term, Financing leases (in years) | 3 years 1 month 6 days | 3 years 6 months | 3 years 3 months 18 days | 2 years 7 months 6 days |
Operating leases | 11.80% | 5.90% | 5.90% | 5.70% |
Financing leases | 8.70% | 9.14% | 13.70% | 17.46% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||||
Operating Leases, 2023 (July - December) | $ 695 | |||
Financing Leases, 2023 (July - December) | 43 | |||
Operating Leases, 2023 | 1,422 | $ 55 | ||
Financing Leases, 2023 | 65 | 87 | ||
Operating Leases, 2024 | 1,461 | 54 | ||
Financing Leases, 2024 | 44 | 65 | ||
Operating Leases, 2026 and thereafter | 1,984 | |||
Financing Leases, 2026 and thereafter | 48 | |||
Operating Leases, Total minimum lease payments | 5,562 | 451 | ||
Financing Leases, Total minimum lease payments | 200 | 243 | ||
Operating Leases, Less: amounts representing interest | (1,060) | (102) | ||
Financing Leases, Less: amounts representing interest | (20) | (29) | ||
Operating Leases, Present value of net minimum lease payments | 4,502 | 349 | $ 215 | $ 95 |
Financing Leases, Present value of net minimum lease payments | $ 180 | 214 | $ 126 | $ 84 |
Operating Leases, 2025 | 52 | |||
Financing Leases, 2025 | 43 | |||
Operating Leases, 2026 | 52 | |||
Financing Leases, 2026 | 41 | |||
Operating Leases, 2027 and thereafter | 238 | |||
Financing Leases, 2027 and thereafter | $ 7 |
Customer Contracts (Details Nar
Customer Contracts (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 04, 2021 | Jun. 22, 2021 | Jan. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Revenue recognized | $ 45,000 | $ 45,000 | $ 449,000 | ||||
Research Collaboration Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
One time upfront payment | $ 44,000 | ||||||
Amendment No One [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
One time upfront payment | $ 44,000 | ||||||
Consideration amount agreed to pay for services | $ 450,000 | $ 450,000 | 450,000 | ||||
Consideration paid for services | $ 225,000 | ||||||
Consideration paid for services after submission of final report | $ 225,000 | ||||||
Contractual asset offset by scheduled billing | 225,000 | 449,000 | |||||
Revenue recognized | $ 45,000 | ||||||
Revenue recognized | $ 180,000 |
Schedule of Convertible Prefe_2
Schedule of Convertible Preferred Stock (Details) (Parenthetical) - shares | Jun. 30, 2023 | Feb. 09, 2023 | Dec. 31, 2022 | Feb. 09, 2022 |
Business Acquisition [Line Items] | ||||
Shares authorised | 40,000,000 | |||
Shares issued | 21,150,095 | 20,622,204 | ||
Series A Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares issued | 9,000,000 | |||
Series B Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares issued | 20,000,000 |
Schedule of Unrecognized Tax Be
Schedule of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Balance at the beginning of the year | $ 1,077 | $ 965 |
Additions based on tax positions related to current year | 162 | 106 |
Adjustments based on tax positions related to prior years | 6 | |
Balance at end of year | $ 1,239 | $ 1,077 |
Asset Acquisitions (Details Nar
Asset Acquisitions (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Oct. 14, 2021 | Jul. 22, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 07, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Cash | $ 1,918,000 | $ 372,000 | $ 2,137,000 | ||||
Research and development expense | $ 5,799,000 | $ 3,049,000 | $ 7,257,000 | $ 3,798,000 | |||
Issuance of common stock, net of issuance costs, shares | 425,001 | 263,646 | 120,000,000 | 35,000 | |||
License Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Cash | $ 400,000 | ||||||
Other commitment | 10,000,000 | ||||||
Material License Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Business development | $ 100,000 | ||||||
Northwestern Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Other commitment | $ 10,000,000 | ||||||
Research and development expense | $ 500,000 | ||||||
City of Hope Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Upfront fee paid | $ 180,000 | ||||||
Issuance of common stock, net of issuance costs, shares | 100,000 | ||||||
Fair value of issuance | $ 167,000 | ||||||
licensed patents | 18,700,000 | ||||||
Research and development in process | $ 347,000 |