[8-K] Boeing Company Reports Material Event

Rhea-AI Filing Summary

Calidi Biotherapeutics, Inc. (NYSE American: CLDI) has filed a Form S-1 to register 6,355,650 shares of common stock for resale by existing holders. The bulk of the shares (6,053,000) are issuable upon exercise of Series G common warrants at an exercise price of $0.6954 per share (first exercisable 28 Sep 2025; expire 28 Mar 2033). A further 302,650 shares relate to warrants issued to placement agent Ladenburg Thalmann at $0.8125 per share (same first exercise date; expire 28 Sep 2030).

The company will not receive proceeds from the resale; cash would only be generated if warrant holders exercise for cash. At the last reported price of $0.2339 (2 Jul 2025) the warrants are out-of-the-money, but their future exercise could raise capital and dilute existing holders.

Calidi remains an emerging growth and smaller reporting company. It is also seeking shareholder approval to implement a reverse stock split between 1-for-2 and 1-for-19, after which historical share data will be adjusted.

Business profile. Calidi is a clinical-stage biotech developing three immuno-oncology platforms: RedTail (engineered vaccinia virus for systemic delivery of genetic medicines), SuperNova and NeuroNova (stem-cell-based oncolytic virus platforms). Lead candidate CLD-401 (IL-15 super-agonist payload) is targeted to enter Phase I by end-2026. The company currently has no approved products or revenue and highlights the need for substantial additional funding.

Governance changes. Former CEO & Chairman Allan Camaisa resigned effective 22 Apr 2025, becoming “CEO Emeritus” and remaining a Class III director. Eric Poma, Ph.D. was appointed CEO and Class I director, and James Schoeneck became Chairman. Camaisa receives a $500,000 12-month separation package plus consulting and COBRA payments.

The prospectus reiterates extensive risk factors typical of early-stage biotech firms, including capital needs, clinical uncertainty and potential NYSE American listing compliance.

Positive

• Potential capital infusion: Cash proceeds of approximately $4.2 million would be received if all registered warrants are exercised for cash.
• Leadership refresh: Appointment of Dr. Eric Poma as CEO and James Schoeneck as Chairman may strengthen strategic execution.

Negative

• No proceeds from resale: Company receives no funds from the 6.36 M share resale, only from future warrant exercise.
• Share overhang & dilution risk: Registered shares equal a significant percentage of the public float, creating potential pressure on the stock.
• Warrants out-of-the-money: Current price of $0.2339 is well below exercise prices ($0.6954–$0.8125), reducing likelihood of near-term cash inflow.
• Early-stage with no revenue: Calidi remains pre-commercial and highlights the need for substantial additional funding.
• Reverse split pending: Planned 1-for-2 to 1-for-19 reverse split signals listing-price concerns and could affect shareholder value.

Insights

Biotechnology Equity Analyst

TL;DR Registration enables resale of 6.36 M shares; no cash to Calidi until warrants exercised; share overhang and funding needs remain key risks.

Impact assessment: The S-1 is neutral-to-slightly negative for existing investors. While eventual warrant exercise could inject roughly $4.2 million (6.36 M × avg $0.67) into Calidi, the immediate effect is to create a resale overhang equal to ~9 months of average NYSE American turnover at current prices. With the stock trading far below exercise levels, capital inflow is unlikely near-term. The filing underscores Calidi’s pre-revenue status, multi-year clinical timelines (first RedTail Phase I only by 2026) and heavy cash requirements.

Governance signal: The April 2025 leadership transition brings an experienced biotech CEO (Eric Poma) but also incurs a $0.5 M severance cost and highlights historical turnover. Stability through to key clinical milestones is critical for future fundraising.

Valuation context: At $0.2339, CLDI trades well below the warrant strikes, implying limited dilution pressure today but significant upside leverage for warrant holders if clinical data succeed. Investors should monitor cash runway, progress toward reverse split (which could improve listing compliance) and IND submissions for CLD-401.

BOEING COfalse0000012927929 Long Bridge DriveArlingtonVA703465-350000000129272025-06-272025-06-270000012927us-gaap:CommonStockMember2025-06-272025-06-270000012927us-gaap:ConvertiblePreferredStockSubjectToMandatoryRedemptionMember2025-06-272025-06-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 27, 2025

 

THE BOEING COMPANY

(Exact name of registrant as specified in its charter)

Delaware

1-442

91-0425694

(State or other jurisdiction of incorporation or organization)

(Commission file number)

(I.R.S. Employer Identification No.)

 

929 Long Bridge Drive, Arlington, VA						22202
(Address of principal executive offices)						(Zip Code)

(703) 465-3500

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $5.00 Par Value

BA

New York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a share of 6.00% Series A Mandatory Convertible Preferred Stock, $1.00 Par Value

BA-PRA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 29, 2025, the Board of Directors of The Boeing Company (the “Company”) elected Jesus (Jay) Malave to serve as the Company’s Executive Vice President and Chief Financial Officer, effective August 15, 2025 (the “Effective Date”), succeeding Brian J. West in that role. As of the Effective Date, Mr. West will cease to be the Company’s Executive Vice President and Chief Financial Officer and will assume the role of Special Advisor to the Chief Executive Officer.

Mr. Malave, 56, served as Chief Financial Officer of Lockheed Martin Corporation ("Lockheed") from January 2022 to April 2025. Prior to that, he served as Senior Vice President and Chief Financial Officer of L3Harris Technologies, Inc. from June 2019 to January 2022. Mr. Malave previously served in various roles at United Technologies Corporation (“UTC”), including as Vice President and Chief Financial Officer of UTC’s Carrier Corporation from April 2018 to June 2019; as Vice President and Chief Financial Officer of UTC’s Aerospace Systems from January 2015 to April 2018; and as Head of Investor Relations from June 2012 to December 2014.

Mr. Malave will receive an annual base salary of $1,050,000. He will be eligible to receive an annual incentive award with a target value of 120% of base salary, which shall not be pro-rated for 2025, and (beginning in 2026) long-term incentive awards with a target value of $6,500,000. Mr. Malave will receive relocation benefits under the Company’s relocation program, as well as certain other perquisites and benefits consistent with the role of an Executive Vice President, as most recently described in the Compensation Discussion and Analysis section of the Company’s proxy statement for its 2025 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 7, 2025.

To offset the value of certain unvested equity awards forfeited by Mr. Malave upon his separation of employment with Lockheed, on the Effective Date and subject to his commencement of employment, Mr. Malave will receive (1) a cash award of $1,500,000, subject to full repayment if he voluntarily leaves the Company within two years of commencement of employment; (2) an award of restricted stock units with a grant date value of $5,000,000 to vest in two equal installments on the first and second anniversaries of the grant date; and (3) an award of premium-priced non-qualified stock options to purchase shares of the Company’s common stock with a grant date value of $4,500,000 to vest on the third anniversary of the grant date, which feature an exercise price equal to 120% of the grant date value of one share of the Company’s common stock. In addition, to offset the value of vested shares of Lockheed stock forfeited by Mr. Malave as a result of a settlement agreement relating to non-competition agreements he entered into during his employment with Lockheed, on the Effective Date and subject to his commencement of employment, Mr. Malave will receive an additional cash award of $7,000,000. This additional cash award will also be subject to full repayment if Mr. Malave voluntarily leaves the Company within two years of commencement of employment. All of these awards will be granted under The Boeing Company 2023 Incentive Stock Plan and will be subject to the terms and conditions set forth in the applicable notices of terms, the forms of which are included as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.

In connection with Mr. Malave’s election and in light of his recent employment with Lockheed, the Company has imposed, and Mr. Malave has agreed to, certain conditions on his employment. These conditions include not participating in the Boeing Defense, Space & Security business until the end of 2025, although he may have visibility into its aggregate financial performance; not providing advice or making decisions with respect to certain vendor relationships and programs in which Lockheed is or may be involved until April 2026; and not soliciting Lockheed employees or participating in procurement activities in which Lockheed is a known or expected competitor until April 2027. In addition, the Company has agreed to pay Lockheed $2,000,000 in connection with a release of claims relating to Mr. Malave’s employment with the Company.

Mr. Malave has no family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any person pursuant to which he was selected as an officer of the Company. Except as described above, there are no related person transactions between Mr. Malave and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release related to the foregoing is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
10.1						Form of U.S. Notice of Terms of Cash-Based Award*
10.2						Form of U.S. Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.5 to the Company's Form 10-Q for the quarter ended March 31, 2025)*
10.3						Form of U.S. Notice of Terms of Supplemental Non-Qualified Premium-Priced Stock Options*
99.1						Press Release, dated June 30, 2025, issued by The Boeing Company
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Management contract or compensatory plan.    

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

THE BOEING COMPANY
By:			/s/ John C. Demers
			John C. Demers
			Vice President, Assistant General Counsel and Corporate Secretary
Dated: July 3, 2025

FAQ

How many CLDI shares are being registered in this S-1 filing?

The prospectus registers 6,355,650 shares of common stock for resale by selling stockholders.

Will Calidi Biotherapeutics receive any proceeds from the share resale?

No. Calidi will only receive cash if the associated warrants are exercised for cash at $0.6954 or $0.8125 per share.

What is the current status of Calidi’s lead drug candidate CLD-401?

CLD-401, derived from the RedTail platform, is projected to begin a Phase I trial by late 2026.

Why is Calidi considering a reverse stock split?

The company seeks shareholder approval for a 1-for-2 to 1-for-19 reverse split to adjust share count and assist with NYSE American listing compliance.

What recent leadership changes were announced?

Allan Camaisa resigned as CEO/Chairman (remaining director). Eric Poma, Ph.D. became CEO and director, while James Schoeneck was appointed Chairman on 22 Apr 2025.