Sec Form 4 Filing - First Light Acquisition Group, LLC @ First Light Acquisition Group, Inc. - 2023-06-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person First Light Acquisition Group, LLC 2. Issuer Name and Ticker or Trading Symbol First Light Acquisition Group, Inc. [ CLDI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FIRST LIGHT ACQUISITION GROUP, INC., 11110 SUNSET HILLS ROAD #2278 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2023 (Street) RESTON, VA20190 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 per share 09/12/2023 C 1,931,852 A 1,931,852 I See Note ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock, par value $0.0001 per share ( 3 ) 06/16/2023 S( 4 ) 191,990 ( 3 ) ( 3 ) Class A Common Stock, par value $0.0001 per share 191,990 ( 4 ) 2,383,813 I See Note ( 1 ) Class B Common Stock, par value $0.0001 per share ( 3 ) 09/12/2023 S( 4 ) 99,388 ( 3 ) ( 3 ) Class A Common Stock, par value $0.0001 per share 99,388 ( 4 ) 2,284,425 I See Note ( 1 ) Class B Common Stock, par value $0.0001 per share ( 3 ) 09/12/2023 S( 5 ) 186,372 ( 3 ) ( 3 ) Class A Common Stock, par value $0.0001 per share 186,372 ( 5 ) 2,098,053 I See Note ( 1 ) Class B Common Stock, par value $0.0001 per share ( 3 ) 09/12/2023 J( 6 ) 166,201 ( 3 ) ( 3 ) Class A Common Stock, par value $0.0001 per share 166,201 ( 6 ) 1,931,852 I See Note ( 1 ) Class B Common Stock, par value $0.0001 per share ( 3 ) 09/12/2023 C 1,931,852 ( 3 ) ( 3 ) Class A Common Stock, par value $0.0001 per share 1,931,852 ( 2 ) 0 I See Note ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other First Light Acquisition Group, LLC C/O FIRST LIGHT ACQUISITION GROUP, INC. 11110 SUNSET HILLS ROAD #2278 RESTON, VA20190 X Weber William John 11110 SUNSET HILLS ROAD #2278 RESTON, VA20190 X FLAG Sponsor Manager, LLC 11110 SUNSET HILLS ROAD #2278 RESTON, VA20190 X Signatures See Exhibit 99.1 for signatures 09/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 2 )In accordance with the Agreement and Plan of Merger, dated January 9, 2023 and as thereafter amended (the "Merger Agreement"), by and among First Light Acquisition Group, Inc. ("FLAG"), Calidi Biotherapeutics, Inc., a Nevada Corporation ("Old Calidi"), FLAG Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of FLAG ("Merger Sub"), the Sponsor, in the capacity as representative for the stockholders of FLAG and Allan Camaisa, in the capacity as representative of the stockholders of Old Calidi, on September 12, 2023, in connection with the closing of the transactions contemplated by the Merger Agreement, 1,931,852 shares of Class B common stock of FLAG directly owned by the Sponsor converted automatically, on a one-for-one basis, into 1,931,852 shares of Class A common stock of FLAG. FLAG then changed its name to Calidi Biotherapeutics, Inc. ("New Calidi") and the class A common stock was designated common stock. ( 3 )Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment. ( 4 )In connection with an investment of an aggregate $12,500,000 by Jackson Investment Group, LLC ("Jackson) in Series B Preferred Stock of Old Calidi, the Sponsor transferred 191,990 shares of Class B common stock of FLAG to Jackson on June 16, 2023, with an additional 99,388 shares of Class B common stock of FLAG transferred to Jackson on September 12, 2023 in connection with the closing of the transactions contemplated by the Merger Agreement. ( 5 )In connection with the transactions contemplated by the Merger Agreement, in order to induce investors to provide financing to New Calidi and to extinguish certain outstanding promissory notes of FLAG, the Sponsor transferred to such investors, for no cash or other payment, an aggregate of 186,372 shares of Class B common stock of FLAG. ( 6 )The Sponsor forfeited the shares of Class B common stock of FLAG to FLAG for no consideration in connection with the transactions contemplated by the Merger Agreement.

Remarks: Exhibit 99.1 (Joint Filer Information and Signatures) is hereby incorporated by reference herein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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