Strata Critical Medical, Inc.

Previous 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.

Previous 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.

Previous report

Any inability to realize the anticipated benefits of the sale of the Passenger business or acquisition of Keystone could negatively impact our stock price and our business and financial results.

Previous 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.

Previous 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.

Previous 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.