Strata Critical Medical, Inc.

Current report

We provide clinical services for our customers and perfusion staffing services to hospitals and health systems. We may be subject to negative publicity and reputational damage related to the provision of such services, as well as litigation, claims, investigations, other proceedings, which could result in actions including substantial judgments, settlement costs, uninsured liabilities, and investigations.

Current report

We rely significantly on our ability to attract, develop, and retain professionals who possess the skills, experience and, as required, licensure, necessary to perform organ recovery services and perfusion staffing services. Our professionals are involved in clinical services such as surgical recovery, which involves the retrieval of organs from donors, and normothermic regional perfusion services, which are heavily regulated industries. The requirements and protocols for such services are complex and may vary amongst our customers. If there is a negative outcome in a particular case, or if a particular case raises ethical questions or concerns, even if our staff were not directly involved in the case, we may be subject to negative publicity, reputational harm, investigations, litigation, claims, and governmental actions that could have an adverse effect on our operations, financial results, and reputation.

Current report

On August 29, 2025, the Company completed the sale of its Passenger business to the Joby Buyer and on September 16, 2025, the Company completed the acquisition of Keystone. We completed these transactions with the expectation that they will result in various benefits to us, but such anticipated benefits are subject to a number of uncertainties, including our ability to timely realize cost efficiencies and accretive benefits and our ability to successfully integrate Keystone and retain its key employees and clients. Failure to achieve these anticipated benefits could result in decreases in the amount of expected revenues and diversion of management’s time and energy, which could in turn materially adversely affect our stock price, business and financial results. In addition, while the Company will be entitled to up to $35.0 million in contingent consideration from the Joby Buyer upon the satisfaction of certain employee retention and financial performance targets, there can be no assurance that we will receive such contingent consideration. Any contingent consideration that we receive may be paid in cash or shares of Joby Aviation at the election of the Joby Buyer and, as a result, the value of any contingent consideration we receive may be subject to risks associated with Joby Aviation’s business and common stock over which we have no control.

Current report

Due to the effects of discontinued operations for the Passenger business, the Company’s historical statements of operations included in prior periodic reports are not comparable to the Company’s condensed consolidated statements of operations included in this Quarterly Report on Form 10-Q and will not be comparable to the Company’s condensed consolidated statements of operations included in future periodic reports.

Current report

The unaudited interim condensed consolidated statements of operations of the Company included in this Quarterly Report on Form 10-Q reflect the results of the Passenger business in discontinued operations for all periods presented. The Passenger business included all operations previously reported within the Passenger segment, as well as certain assets and activities currently reported within unallocated corporate expenses and software development. The results of operations for the nine months ended September 31, 2025 and 2024 reflect the financial results of the Passenger business, including activity through August 29, 2025, as discontinued operations. The cash flows and comprehensive income of the Passenger business have not been separately presented and are included in the unaudited interim condensed consolidated statements of cash flows and unaudited interim condensed consolidated statements of comprehensive loss, respectively, for all periods presented. The Company’s historical condensed consolidated statements of operations included in prior periodic reports do not reflect reporting of discontinued operations for the Passenger business. Accordingly, such historical condensed consolidated statements of operations included in prior periodic reports are not comparable to the condensed consolidated statements of operations included in this Quarterly Report on Form 10-Q or to the condensed consolidated statements of operations which will be included in future periodic reports of the Company. See Note 3 to the unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

Previous report

As previously announced, on August 1, 2025, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) among the Company, Trinity Medical Intermediate II, Inc., Joby Aviation, Inc. and Joby Aero, Inc (the “Joby Buyer”) and the other parties thereto, pursuant to which, following a series of restructuring activities designed to separate Blade’s Passenger business from the rest of the Company’s businesses, the Joby Buyer will acquire the Blade Passenger business (the “Passenger Divestiture”). The consideration to be paid to the Company is comprised of up to $125 million in cash or shares of Joby Aviation’s common stock, at Joby Buyer’s option, of which the Company will receive $90 million upon the consummation of the transactions contemplated by the Purchase Agreement (the “Closing”), subject to certain adjustments and customary indemnity holdbacks as described in the Purchase Agreement, and up to $35.0 million to be received upon the satisfaction of certain employee retention and financial performance targets described in the Purchase Agreement during the 18 and 12 months, respectively, following the Closing. The consummation of the transactions contemplated by the Purchase Agreement, including the transactions contemplated by certain ancillary agreements described therein, is subject to the satisfaction or waiver of certain closing conditions. There can be no assurance that the Closing will occur on a timely basis or at all, or that we will receive the contingent consideration available to us in connection with the Passenger Divestiture following the Closing. There can also be no assurance that the proceeds from the Passenger Divestiture will exceed the profits that we could have generated if we had continued to own and operate the Blade Passenger business. Furthermore, the value of any shares of Joby Aviation’s common stock that are issued to us in the transaction may fluctuate and the trading price of such shares, and the proceeds that we may realize upon the sale of any such shares in the future, will be subject to risks associated with Joby Aviation’s business and common stock over which we have no control.

Previous report

In addition, the Passenger Divestiture may disrupt our remaining businesses, be a distraction to our management, and be a complex and risky endeavor for which we may never realize the full anticipated benefits. The Passenger Divestiture may have an adverse impact on the price of our common stock to the extent investors believe the value of the consideration received in the transaction is not equivalent to the value of the assets divested. Accordingly, there can be no assurance that the transactions contemplated by the Purchase Agreement will be successfully completed, or that such transactions, if completed, will not have a material adverse effect on our business, results of operations, financial condition, prospects, and stock price.