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Strata Critical Medical, Inc.

For the period ended Jun 30, 2026. Filed Aug 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 4, 2026

SRTA$5.56+5.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-06.

0001628280-26-031032

Item 2. Management’s discussion and analysis of financial condition and results of operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-04.

0001628280-26-052256

Item 2. Management’s discussion and analysis of financial condition and results of operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 197 previous paragraphs and 214 current paragraphs.

157 unchanged; 35 reworded; 16 added; 5 removed; 0 previous and 6 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

On April 30, 2026, the Company acquired the assets of Ohio Valley Perfusion Associates, Inc. (“OVPA”), a regional provider of perfusion and related clinical services, including extracorporeal membrane oxygenation ("ECMO") and autotransfusion services, to cardiac surgery programs in Ohio and Pennsylvania, for consideration of approximately $1.1 million.

Current report

On June 2, 2026, the Company completed the acquisition of 100% of the equity interests of Louisville Perfusion Services, LLC ("LPS"), a regional provider of perfusion and blood management services to cardiac surgery programs in Kentucky, for $16.1 million in cash consideration paid at closing, plus up to an additional $4.1 million in contingent consideration based on the financial performance of LPS during the 12 months following closing.

Current report

On June 22, 2026, the Company completed the acquisition of 100% of the equity interests of Heart and Lung Transplant National Recovery Program, LLC (“HLT-NRP”), a provider of transplant surgical recovery services in the United States, expanding the Company's network of transplant surgeons and geographic reach in key markets. The transaction value of $22.3 million consisted of $18.0 million in cash and $4.3 million in Company common stock, which is subject to a multi-year lockup based on the seller's continued participation in the business.

Current report

None of these acquisitions, individually or in the aggregate, are considered material to the Company's financial position or results of operations. See Note 3 to the unaudited interim condensed consolidated financial statements for additional information.

Current report

Logistics revenue increased by $3.1 million, or 6.9%, from $45.1 million in 2025 to $48.2 million in 2026, resulting from (i) increased air revenue, driven by higher revenue per flight hour, partially offset by a decrease in flight hours attributable primarily to client mix; (ii) an increase in ground transportation revenue; and (iii) growth in TOPS organ placement revenue, driven by new clients and annual pricing escalators.

Current report

Clinical revenue was $24.3 million in the current period, reflecting the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026.

Current report

For the six months ended June 30, 2026 and 2025, revenue increased by $58.8 million, or 72.6%, from $81.1 million in 2025 to $139.9 million in 2026.

Current report

Clinical revenue was $44.1 million in the current period, reflecting the acquisition of Keystone in mid-September 2025 and the acquisitions made in April and June 2026.

Current report

For the six months ended June 30, 2026 and 2025, Logistics gross profit increased by $2.0 million, or 12.4%, from $16.1 million in 2025 to $18.1 million in 2026, attributable to the 18.2% increase in revenue, partially offset by a decrease in gross margin from 19.8% in 2025 to 18.8% in 2026. The decrease in gross margin is mostly attributable to: (i) higher fuel surcharge and fuel costs; (ii) higher owned fleet costs relative to the prior year period; (iii) customer mix shift; and (iv) lower ground margins, reflecting a higher mix of third-party operators versus owned hubs as a percentage of revenue. For the six months ended ended June 30, 2026, Clinical gross profit was $11.3 million with a gross margin of 25.6%, attributable to the acquisition of Keystone in mid-September 2025.

Current report

For the six months ended June 30, 2026 and 2025, total selling, general and administrative expense increased by $4.0 million, or 15.5%, from $25.6 million in 2025 to $29.6 million in 2026.

Current report

For the six months ended June 30, 2026 and 2025, amortization of intangible assets increased by $7.3 million, or 961.9%, from $0.8 million in 2025 to $8.1 million in 2026, resulting from (i) $5.0 million of accelerated amortization of the Keystone and Trinity trade name intangibles, to be fully amortized by September 2026 as we rebrand to a unified Strata brand across the consolidated business and (ii) $2.3 million of amortization related to intangible assets recognized in the Keystone acquisition in mid-September 2025.

Current report

Adjusted EBITDA from continuing operations improved by $11.4 million for the six months ended June 30, 2026 from $2.9 million in 2025 to $14.3 million in 2026, resulting from a $13.3 million increase in gross profit, partially offset by a $3.5 million increase in fixed costs, primarily attributable to the addition of Keystone in mid-September 2025.

Current report

(2) Represents contingent consideration in connection with the Keystone acquisition, where part of the Seller earnout was allocated to a vendor.
Removed paragraphs (5)

Previous report

Comparison of the Three Months Ended March 31, 2026 and 2025

Previous report

Clinical revenue was $19.8 million in the current year period, reflecting the acquisition of Keystone in mid-September 2025. There was no clinical revenue in the prior year period. Current-year clinical revenue consisted of transplant clinical revenue of $9.8 million and other clinical revenue of $9.9 million.

Previous report

Comparison of the Three Months Ended March 31, 2026 and 2025
Reworded paragraphs (35)

Previous wording

Strata Critical Medical, Inc. (f/k/a Blade Air Mobility, Inc.) (“Strata” or the “Company”) is a time-critical logistics and medical services provider to the United States healthcare industry. The Company operates one of the nation’s largest air transport and surgical services networks for transplant hospitals and Organ Procurement Organizations (“OPOs”), offering an integrated “one call” solution for donor organ recovery. Strata’s core services include air and ground logistics, surgical organ recovery, organ placement and normothermic regional perfusion and preservation for the transplant industry, as well as perfusion staffing and equipment solutions for cardiovascular surgery centers, offered under the Trinity Medical Solutions (“Trinity”) and Keystone brands.

Current wording

Strata Critical Medical, Inc. (“Strata” or the “Company”) is a time-critical logistics and medical services provider to the United States healthcare industry. The Company operates one of the nation’s largest air transport and surgical services networks for transplant hospitals and Organ Procurement Organizations (“OPOs”), offering an integrated “one call” solution for donor organ recovery. Strata’s core services include air and ground logistics, surgical organ recovery, organ placement and normothermic regional perfusion and preservation for the transplant industry, as well as perfusion staffing and equipment solutions for cardiovascular surgery centers, offered under the Trinity Medical Solutions (“Trinity”) and Keystone brands.

Previous wording

Strata’s Logistics segment is marketed under the Trinity brand name and includes the following:

Previous wording

Strata’s Clinical segment is marketed under the Keystone brand name and includes the following:

Previous wording

The results of operations through August 29, 2025, the transaction date, reflect the financial results of the Passenger business 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 the prior year period. Unless otherwise indicated, the information in the notes to the consolidated financial statements refer only to Strata's continuing operations and do not include discussion of balances or activity of the Passenger business.

Current wording

The results of operations through August 29, 2025, the transaction date, reflect the financial results of the Passenger business 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 the prior year period. Unless otherwise indicated, the information in the notes to theunaudited interim condensed consolidated financial statements refer only to Strata's continuing operations and do not include discussion of balances or activity of the Passenger business.

Previous wording

We employ perfusionists and transplant surgeons that are primarily dedicated to a specific customer in a particular geography. We own perfusion equipment which is often provided as part of our services or offered through a traditional leasing arrangement.

Current wording

We employ perfusionists and transplant surgeons that are typically dedicated to a particular geography, but may also be co-located with our air logistics resources to enable rapid deployment to anywhere in the United States. We own perfusion equipment which is often provided as part of our services or offered through a traditional leasing arrangement.

Previous wording

We have responded to customer demand by introducing new services through our acquisition of Keystone, which launched our Clinical segment and enabled us to provide surgical recovery, NRP, and other related services as part of an end-to-end offering. We have also added new offerings organically, such as our TOPS organ placement offering, whereby we assist customers in evaluating the suitability of potential donor organs for transplant. However, customers may still demand services or technology that we cannot provide, which could have a material adverse effect on our business, results of operations, and financial condition.

Current wording

We have responded to customer demand by introducing new services through our acquisition of Keystone, which launched our Clinical segment and enabled us to provide surgical recovery, NRP, and other related services as part of an end-to-end offering. We have also added new offerings organically, such as our organ placement offering, whereby we assist customers in evaluating the suitability of potential donor organs for transplant. However, customers may still demand services or technology that we cannot provide, which could have a material adverse effect on our business, results of operations, and financial condition.

Previous wording

The results of operations for the three months ended March 31, 2025 reflect the financial results of the Passenger business as discontinued operations. There were no assets or liabilities of the Passenger business remaining as of March 31, 2026 or December 31, 2025. See Note 4 to the unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

Current wording

The results of operations for the three and six months ended June 30, 2026 and 2025 reflect the financial results of the Passenger business as discontinued operations. There were no assets or liabilities of the Passenger business remaining as of June 30, 2026 or December 31, 2025. See Note 5 to the unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

Previous wording

For the three months ended March 31, 2026 and 2025, revenue increased by $31.4 million, or 87.4%, from $35.9 million in 2025 to $67.4 million in 2026.

Current wording

For the three months ended June 30, 2026 and 2025, revenue increased by $27.4 million, or 60.7%, from $45.1 million in 2025 to $72.5 million in 2026.

Previous wording

Logistics revenue increased by $11.7 million, or 32.4%, from $35.9 million in 2025 to $47.6 million in 2026, driven by growth in flight hours with increased revenue per flight hour and ground transportation. The increase in flight hours is attributable to both existing and new clients, with several major new contracted clients commencing operations in the second quarter of the year 2025.

Current wording

Logistics revenue increased by $14.8 million, or 18.2%, from $81.1 million in 2025 to $95.8 million in 2026, resulting from (i) increased air revenue, driven by growth in revenue per flight hour and in flight hours, attributable to growth with both existing and new clients, which primarily began generating revenue in the second quarter of 2025; (ii) increased ground transportation revenue; and (iii) growth in TOPS organ placement revenue, driven by new clients and annual pricing escalators.

Previous wording

For the three months ended March 31, 2026 and 2025, Logistics gross profit increased by $2.1 million, or 29.9%, from $7.1 million in 2025 to $9.2 million in 2026, attributable to the 32.4% increase in revenue, partially offset by a small decline in gross margin from 19.6% in 2025 to 19.3% in 2026. For the three months ended March 31, 2026, Clinical gross profit was $5.0 million with a gross margin of 25.0%, attributable to the acquisition of Keystone in mid-September 2025.

Current wording

For the three months ended June 30, 2026 and 2025, Logistics gross profit decreased by $(0.1) million, or (1.3)%, from $9.0 million in 2025 to $8.9 million in 2026, attributable to a decline in gross margin from 20.0% in 2025 to 18.4% in 2026, partially offset by a 6.9% increase in revenue. The decrease in gross margin is mostly attributable to: (i) higher fuel surcharge and fuel costs; (ii) higher owned fleet costs relative to the prior year period; (iii) customer mix shift; and (iv) lower ground margins, reflecting a higher mix of third-party operators versus owned hubs as a percentage of revenue. For the three months ended June 30, 2026, Clinical gross profit was $6.3 million with a gross margin of 26.1%, attributable to the acquisition of Keystone in mid-September 2025.

Previous wording

Total gross margin increased from 19.6% in 2025 to 21.0% in 2026, attributable primarily to the acquisition of Keystone in mid-September 2025, which operates at a higher average gross margin.

Current wording

Total gross margin increased from 20.0% in 2025 to 21.0% in 2026, attributable primarily to the acquisition of Keystone in mid-September 2025, which operates at a higher average gross margin.

Previous wording

For the three months ended March 31, 2026 and 2025, total selling, general and administrative expense increased by $3.3 million, or 26.6%, from $12.3 million in 2025 to $15.6 million in 2026.

Current wording

For the three months ended June 30, 2026 and 2025, total selling, general and administrative expense increased by $0.7 million, or 5.3%, from $13.3 million in 2025 to $14.0 million in 2026.

Previous wording

The primary drivers of the increase were: (i) a $0.6 million increase in general and administrative staff and related costs attributable to the acquisition of Keystone in mid-September contributing $0.7 million, partially offset by the transfer of certain headquarters employees in connection with the sale of the Passenger business in the third quarter of 2025; (ii) a $0.4 million increase in selling and marketing attributable to the acquisition of Keystone and higher sales commissions; (iii) a $0.4 million increase in software development including staff costs driven by the integration of Keystone’s software as well as software application costs incurred to separate our software from the Passenger platform; (iv) a $0.6 million increase in professional fees, driven by M&A-related transaction costs associated with potential acquisitions, as well as reorganization and restructuring costs following the sale of the Passenger business, including integration costs related to Keystone; and (v) a $1.2 million increase in stock-based compensation, driven by new PSUs granted in the past 12 months.

Current wording

The increase primarily resulted from (i) a $1.3 million increase in general and administrative staff and related costs attributable to the acquisition of Keystone in mid-September contributing $1.9 million, partially offset by the transfer of certain headquarters employees in connection with the sale of the Passenger business in the third quarter of 2025; (ii) a $0.3 million increase in selling and marketing attributable to the acquisition of Keystone (iii) a $0.7 million increase in software development and IT including staff costs driven by the integration of Keystone’s software as well as software application costs incurred to separate our software from the Passenger platform and increased users of enterprise software applications following the recent acquisitions; and (iv) a $1.4 million increase in professional fees, driven by M&A transaction costs, as well as reorganization and restructuring costs following the sale of the Passenger business, including integration costs related to Keystone.

Previous wording

For the three months ended March 31, 2026 and 2025, amortization of intangible assets increased by $1.1 million, or 264.2%, from $0.4 million in 2025 to $1.5 million in 2026, attributable to amortization of intangibles generated from the acquisition of Keystone in mid-September 2025.

Current wording

For the three months ended June 30, 2026 and 2025, amortization of intangible assets increased by $6.3 million, or 1,761.5%, from $0.4 million in 2025 to $6.6 million in 2026, resulting from (i) $5.0 million of accelerated amortization of the Keystone and Trinity trade name intangibles to be fully amortized by September 2026 as we rebrand to a unified Strata brand across the consolidated business and (ii) $1.3 million of amortization related to intangible assets recognized in the Keystone acquisition in mid-September 2025.

Previous wording

For the three months ended March 31, 2025, total other non-operating income consisted of: (i) $1.3 million interest income, attributable to short-term investments and money market funds; and a (ii) $2.8 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

Current wording

For the three months ended June 30, 2025, total other non-operating income consisted of: (i) $1.2 million interest income, attributable to short-term investments and money market funds; and a (ii) $0.1 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

Previous wording

For the three months ended March 31, 2026, total other non-operating income consisted of: (i) $0.5 million interest income, net primarily attributable to our short-term investments and our money market funds in the current year period (lower interest income is attributable to lower invested balances compared to the prior year period); (ii) $1.5 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price; and (iii) $3.4 million of non-cash income from the remeasurement of assets and liabilities carried at fair value each reporting period, primarily driven by changes in the Company’s share price affecting a financial liability settled in equity.

Current wording

For the six months ended June 30, 2026, total other non-operating income consisted of: (i) $0.8 million interest income, net primarily attributable to short-term investments and our money market funds in the current year period (lower interest income is attributable to lower invested balances compared to the prior year period); (ii) $1.5 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price. The warrant liabilities expired as of May 2026 with no remaining balance; and (iii) $(2.1) million of non-cash expense from the remeasurement of assets and liabilities carried at fair value each reporting period.

Previous wording

For the three months ended March 31, 2025, net loss from discontinued operations was $(1.9) million, consisting of operating loss before tax of $(1.9) million attributable to the Passenger business operations in the United States and Europe.

Current wording

For the three months ended June 30, 2025, net loss from discontinued operations was $0.3 million, consisting of operating loss before tax of $0.3 million attributable to the Passenger business operations in the United States and Europe.

Previous wording

For the three months ended March 31, 2026, net loss from discontinued operations was $(0.2) million, consisting of a post-closing net working capital adjustment on the sale of the Passenger business of $0.3 million, net of tax benefit of $(0.1) million.

Current wording

For the six months ended June 30, 2026, net loss from discontinued operations was $(0.2) million, consisting of a post-closing adjustment to capital gain on the sale of the Passenger business of $0.3 million, net of tax benefit of $(0.1) million.

Previous wording

Adjusted EBITDA from continuing operations improved by $6.0 million for the three months ended March 31, 2026 from $0.4 million in 2025 to $6.4 million in 2026. The improvement is attributable to a $7.1 million increase in gross profit, partially offset by a $1.8 million increase in fixed costs, primarily driven by the addition of Keystone, acquired in mid-September 2025.

Current wording

Adjusted EBITDA from continuing operations increased by $5.4 million for the three months ended June 30, 2026 from $2.5 million in 2025 to $7.9 million in 2026, resulting from a $6.2 million increase in gross profit, partially offset by a $1.7 million increase in fixed costs, primarily attributable to the addition of Keystone in mid-September 2025.

Previous wording

Defined as net income (loss) from continuing operations adjusted to exclude: (1) depreciation and amortization; (2) stock-based compensation; (3) change in fair value of warrant liabilities and other assets and liabilities; (4) interest income and expense; (5) income tax; and (6) certain other non-recurring items (shown below) that management does not believe are indicative of the Company’s ongoing operating performance and would impact the comparability of results between periods.

Current wording

Defined as net loss from continuing operations adjusted to exclude: (1) depreciation and amortization; (2) stock-based compensation; (3) change in fair value of warrant liabilities and assets and other liabilities; (4) interest income and expense; (5)

Previous wording

(1) For the three months ended March 31, 2026, mainly includes settlement fees related to one specific legal matter. For the three months ended March 31, 2025, comprised of legal fees related to the Drulias class action lawsuit which the parties entered into a Stipulation of Settlement to fully resolve the matter in December 2025. We consider those matters to be non-recurring and not representative of the legal and regulatory advocacy costs typically incurred in the ordinary course of business.

Current wording

(1) For the three months ended June 30, 2026, includes the reversal of a provision that had previously been adjusted in the calculation of Adjusted EBITDA, partially offset by legal fees relating to one specific litigation. For the six months ended June 30, 2026, includes the settlement fees related to one legal matter and legal fees relating to one specific litigation, partially offset by the reversal of a provision that had previously been adjusted in the calculation of Adjusted EBITDA. For the three and six months ended June 30, 2025, comprised of legal fees related to the Drulias class action lawsuit which the parties entered into a Stipulation of Settlement to fully resolve the matter in December 2025. We consider those matters to be non-recurring and not representative of the legal and regulatory advocacy costs typically incurred in the ordinary course of business.

Previous wording

(2) For the three months ended March 31, 2026, consists of M&A transaction costs (including legal fees and professional fees related to financial, legal, and tax due diligence) for potential acquisitions; and costs of integrating Keystone into a public company environment, including enterprise resource planning migration and software development costs to enhance its internally developed software to meet internal control standards.

Current wording

(3) For the three and six months ended June 30, 2026, consists of M&A transaction costs (including legal fees and professional fees related to financial, legal, and tax due diligence); and costs of integrating Keystone into a public company environment, including enterprise resource planning migration and software development costs to enhance its internally developed software to meet internal control standards.

Previous wording

(3) For the three months ended March 31, 2026, consists of rebranding costs related to the decommissioning of the Blade brand and the introduction of the Strata brand; one-time reorganization costs related to the restructuring of Strata headquarters following the transfer of certain positions to Joby Aviation; and software application costs incurred to separate our software from the Passenger platform.

Current wording

(4) For the three and six months ended June 30, 2026, consists of rebranding costs related to the decommissioning of the Blade brand and the introduction of the Strata brand; one-time reorganization costs related to the restructuring of Strata headquarters staff following the transfer of certain positions to Joby Aviation; and software application costs incurred to separate our software from the Passenger platform.

Previous wording

As of March 31, 2026 and December 31, 2025, we had total liquidity of $58.8 million and $61.2 million, respectively, consisting of cash and cash equivalents of $58.7 million and $31.0 million, respectively, and short-term investments of $0.1 million and $30.3 million, respectively. In addition, as of March 31, 2026 and December 31, 2025, we hadrestricted cash of $0.3 million and $0.3 million, respectively. The Company had net income of$2.2 million for the three months ended March 31, 2026.

Current wording

As of June 30, 2026 and December 31, 2025, we had total liquidity of $22.8 million and $61.2 million, respectively, consisting of cash and cash equivalents of $16.3 million and $31.0 million, respectively, and short-term investments of $6.4 million and $30.3 million, respectively. In addition, as of June 30, 2026 and December 31, 2025, we hadrestricted cash of $0.3 million.

Previous wording

With $58.8 million of total liquid funds as of March 31, 2026, we anticipate that we have sufficient funds to meet our current operational needs for at least the next 12 months from the date this Quarterly Report is filed. Although we have not historically relied on external sources of financing to help fund our operational needs, in January 2026 we entered into a revolving credit facility (the “ABL Facility”) backed by our accounts receivable, that provides additional liquidity and financial flexibility. This facility provides for borrowings of up to $30.0 millionand includes an accordion feature permitting increases of up to an additional $20.0 million, subject to lender consent and other conditions. The ABL Facility matures on January 30, 2029.

Current wording

With $22.8 million of total liquid funds as of June 30, 2026, we anticipate that we have sufficient funds to meet our current operational needs for at least the next 12 months from the date this Quarterly Report is filed. Although we have not historically relied on external sources of financing to help fund our operational needs, in January 2026 we entered into a revolving credit facility (the “ABL Facility”) backed by our accounts receivable, that provides additional liquidity and financial flexibility. This facility provides for borrowings of up to $30.0 millionand includes an accordion feature permitting increases of up to an additional $20.0 million, subject to lender consent and other conditions. The ABL Facility matures on January 30, 2029.

Previous wording

As of March 31, 2026, the Company had net working capital of $103.2 million, cash and cash equivalents of $58.7 million, and short-term investments of $0.1 million.

Current wording

As of June 30, 2026, the Company had net working capital of $75.2 million, cash and cash equivalents of $16.3 million, and short-term investments of $6.4 million. The Company had net losses of$8.4 million and $7.2 million for the six months ended June 30, 2026 and 2025, respectively.

Previous wording

In the course of our business, we have certain contractual relationships with third-party aircraft operators pursuant to which we may be contingently required to make payments in the future. As of March 31, 2026, we had commitments to purchase flights from various aircraft operators with aggregate minimum flight purchase guarantees under CPAs of $2.3 million for the year ending December 31, 2026. See “—Capacity Purchase Agreements” within Note 12 to the unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information. Additionally, the Company has operating lease obligations related to real estate and vehicles with expected annual minimum lease payments of $0.7 million and $1.1 million for the years ending December 31, 2026 and 2027, respectively.

Current wording

In the course of our business, we have certain contractual relationships with third-party aircraft operators pursuant to which we may be contingently required to make payments in the future. As of June 30, 2026, we had commitments to purchase flights from various aircraft operators with aggregate minimum flight purchase guarantees under CPAs of $3.9 million for the year ending December 31, 2026. See “—Capacity Purchase Agreements” within Note 14 to the unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information. Additionally, the Company has operating lease obligations related to real estate and vehicles with expected annual minimum lease payments of $0.5 million and $1.1 million for the years ending December 31, 2026 and 2027, respectively.

Previous wording

We may be required to make earn-out payments in connection with the acquisition of Keystone Perfusion Services, LLC, and may be entitled to receive earn-out proceeds in connection with the Passenger business divestiture. The fair value of the related contingent consideration assets and liabilities is included in the unaudited interim condensed consolidated balance sheets.

Current wording

We may be required to make earn-out payments in connection with the acquisitions of Keystone Perfusion Services, LLC and Louisville Perfusion Services, Inc., and may be entitled to receive earn-out proceeds in connection with the Passenger business divestiture. The fair value of the related contingent consideration assets and liabilities is included in the unaudited interim condensed consolidated balance sheets.

Previous wording

For 2025, Passenger cash flows are reflected from January 1 through the August 29, 2025 divestiture date, after which the related assets and liabilities were derecognized. Cash flows of Keystone are included beginning on the September 16, 2025 acquisition date. As a result, period-over-period changes may not be directly comparable.

Current wording

For 2025, Passenger cash flows are reflected from January 1 through the August 29, 2025 divestiture date, after which the related assets and liabilities were derecognized. Cash flows of Keystone are included beginning on the September 16, 2025 acquisition date. Cash flows of the 2026 acquisitions are included beginning on their respective acquisition dates. As a result, period-over-period changes may not be directly comparable.

Previous wording

For the three months ended March 31, 2026, net cash provided by operating activities was $3.9 million, driven by net income of $2.2 million, adjusted for net non-cash items of $3.2 million and $1.5 million net cash used by changes in working capital assets and liabilities. The $1.5 million net cash used by changes in working capital assets and liabilities was primarily driven by: a decrease of $2.2 million in accounts payable and accrued liabilities driven by the payment of the 2025 short term incentive plan; partially offset by a decrease of $0.1 million in accounts receivable and a decrease of $0.4 million in prepaid and other current assets driven by timing of operator prepayments.

Current wording

For the six months ended June 30, 2026, net cash provided by operating activities was $9.6 million, driven by a net loss of $8.4 million, adjusted for net non-cash items of $21.1 million and $3.2 million of net cash used by changes in working capital assets and liabilities. The $3.2 million of net cash used by changes in working capital assets and liabilities was primarily driven by: a $2.6 million decrease in accounts payable and accrued expenses attributable mainly to the payment of the 2025 short term incentive plan bonus; a $0.5 million increase in accounts receivable reflecting growth in the Clinical segment, and a $0.2 million increase in prepaid expenses and other current assets driven by insurance prepayment partially offset by the timing of operator prepayments.

Previous wording

For the three months ended March 31, 2025, net cash used in operating activities was $0.2 million, driven by a net loss of $3.5 million and $0.7 million of net cash provided by changes in working capital assets and liabilities, adjusted for net non-cash items of $2.5 million. The $0.7 million of net cash provided by changes in working capital assets and liabilities was primarily driven by a decrease in prepaid expenses and other current assets of $2.3 million driven by timing of prepayments to Passenger business operators and an increase in deferred revenue of $1.3 million attributable to Passenger business retail customers prepayments, partially offset by a decrease in accounts payable and accrued expenses of $2.3 million, driven by the payment of the 2024 short term incentive plan and an increase in accounts receivable of $0.5 million.

Current wording

For the six months ended June 30, 2025, net cash used in operating activities was $3.3 million, driven by a net loss of $7.2 million, adjusted for net non-cash items of $9.1 million and $5.2 million of net cash used by changes in working capital assets and liabilities. The $5.2 million of net cash used by changes in working capital assets and liabilities was primarily driven by a $6.8 million increase in accounts receivable, reflecting revenue growth, and a $1.7 million increase in prepaid expenses and other current assets driven by higher prepaid operator payments and accrued revenue; partially offset by a $2.3 million increase in deferred revenue attributable to Passenger business retail customers prepayments and a $0.9 million increase in accounts payable and accrued expenses.

Previous wording

For the three months ended March 31, 2026, net cash provided by investing activities was $24.7 million, driven by $30.5 million of proceeds from maturities of held-to-maturity investments; offset by $5.2 million in purchases of property and equipment, driven primarily by $3.7 million for the acquisition of an aircraft and $0.8 million of capitalized maintenance costs of the existing fleet; $0.3 million in capitalized software development costs; and $0.3 million in cash transferred with the sale of the Passenger business, driven by the final net working capital adjustment payment to the buyer.

Current wording

For the six months ended June 30, 2026, net cash used in investing activities was $19.2 million, driven by $34.8 million in cash consideration paid, net of cash acquired, in connection with the 2026 Acquisitions; $7.7 million in purchases of property and equipment, driven primarily by $3.7 million for the acquisition of an aircraft and $2.7 million of capitalized maintenance costs of the existing fleet; $6.3 million in purchases of held-to-maturity investments; $0.6 million in capitalized software development costs; and $0.3 million in cash transferred with the sale of the Passenger business, driven by the final net working capital adjustment payment to the buyer; partially offset by $30.5 million of proceeds from maturities of held-to-maturity investments.

Previous wording

For the three months ended March 31, 2025, net cash provided by investing activities was $20.4 million, driven by $107.8 million of proceeds from maturities of held-to-maturity investments; offset by $84.2 million in purchases of held-to-maturity investments, $2.6 million in purchases of property and equipment, consisting primarily of a spare engine and aircraft related capitalized maintenance costs for our fleet; and $0.5 million in capitalized software development costs, primarily for the Passenger app.

Current wording

For the six months ended June 30, 2025, net cash provided by investing activities was $49.1 million, driven by $151.3 million of proceeds from maturities of held-to-maturity investments; offset by $96.4 million in purchases of held-to-maturity investments, $4.9 million in purchases of property and equipment, consisting primarily of a spare engine and aircraft related capitalized maintenance costs for the existing fleet, purchase of vehicles used in generating revenue; and $1.0 million in capitalized software development costs.

Previous wording

For the three months ended March 31, 2026, net cash used in financing activities was $0.9 million, driven by $0.6 million in cash paid for payroll tax payments on behalf of employees in exchange for shares withheld by the Company and $0.3 million of debt issuance costs incurred with establishing the ABL Facility.

Current wording

For the six months ended June 30, 2026, net cash used in financing activities was $5.1 million, driven by $4.8 million in cash paid for payroll tax payments on behalf of employees in exchange for shares withheld by the Company and $0.3 million of debt issuance costs incurred with establishing the ABL Facility.

Previous wording

For the three months ended March 31, 2025, net cash used in financing activities was $4.2 million, reflecting $4.3 million in cash paid for payroll tax payments on behalf of employees in exchange for shares withheld by the Company.

Current wording

For the six months ended June 30, 2025, net cash used in financing activities was $5.4 million, reflecting $5.5 million in cash paid for payroll tax payments on behalf of employees in exchange for shares withheld by the Company, partially offset by $0.1 million of proceeds from the exercise of stock options.
Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

Total gross margin increased from 19.8% in 2025 to 21.0% in 2026, attributable primarily to the acquisition of Keystone in mid-September 2025, which operates at a higher average gross margin.

Current report — wording carried from elsewhere

The increase primarily resulted from (i) a $0.7 million increase in general and administrative staff and related costs attributable to the acquisition of Keystone in mid-September 2025 contributing $1.1 million, partially offset by the transfer of certain headquarters employees in connection with the sale of the Passenger business in the third quarter of 2025; (ii) a $0.7 million increase in professional fees, driven by M&A transaction costs; and (iii) a $(1.2) million decrease in stock-based compensation, driven by the transfer of certain headquarters employees to the buyer in connection with the sale of the Passenger business in the third quarter of 2025.

Current report — wording carried from elsewhere

For the three months ended June 30, 2026, total other non-operating loss consisted of: (i) $0.3 million interest income, net primarily attributable to short-term investments and our money market funds in the current year period (lower interest income is attributable to lower invested balances compared to the prior year period); (ii) $0.1 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price. The warrant liabilities expired as of May 2026 with no remaining balance; and (iii) $5.5 million of non-cash expense from the remeasurement of assets and liabilities carried at fair value each reporting period.

Current report — wording carried from elsewhere

For the six months ended June 30, 2025, total other non-operating income consisted of: (i) $2.5 million interest income, attributable to short-term investments and money market funds; and a (ii) $2.8 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

Current report — wording carried from elsewhere

For the six months ended June 30, 2025, net loss from discontinued operations was $(2.2) million, consisting of operating loss before tax of $(2.2) million attributable to the Passenger business operations in the United States and Europe.

Current report — wording carried from elsewhere

income tax; and (6) certain other non-recurring items (shown below) that management does not believe are indicative of the Company’s ongoing operating performance and would impact the comparability of results between periods.