Strata Critical Medical Files 8-K on Key Agreements & Acquisitions

TL;DR

Strata Critical Medical (SRTA) filed an 8-K detailing material agreements, asset deals, and equity sales.

AI Summary

Strata Critical Medical, Inc. filed an 8-K on September 16, 2025, reporting on several key events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and unregistered sales of equity securities. The filing also contains Regulation FD disclosures and financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate activity for Strata Critical Medical, Inc., potentially impacting its business structure, assets, and shareholder equity through new agreements and asset transactions.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like acquisitions and equity sales, which can introduce complexity and potential risks related to integration and financing.

Key Players & Entities

• Strata Critical Medical, Inc. (company) — Registrant
• Blade Air Mobility, Inc. (company) — Former Company Name
• Experience Investment Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SRTA The Nasdaq Stock Market
• $11.50 — one share of Common Stock at a price of $11.50 SRTAW The Nasdaq Stock Market Indicat
• $124 m — on with the Acquisition consists of (a) $124 million, subject to adjustment as set for
• $23 million — d, the "Purchase Price"), and (b) up to $23 million to be received upon the satisfaction of
• $12.4 million — subject to downward adjustment by up to $12.4 million if Keystone's actual 2025 adjusted EBIT
• $13,348,402 — djusted EBITDA performance is less than $13,348,402.00, or an upward adjustment by up to $1
• $14,753,497 — 025 adjusted EBITDA performance exceeds $14,753,497.00, as set forth in the Purchase Agreem

Filing Documents

• srta-20250916.htm (8-K) — 48KB
• cardio-stockpurchaseandsal.htm (EX-2.1) — 639KB
• keystonepressrelease.htm (EX-99.1) — 32KB
• stratacritical-finallogoa.jpg (GRAPHIC) — 177KB
• 0001779128-25-000114.txt ( ) — 1213KB
• srta-20250916.xsd (EX-101.SCH) — 2KB
• srta-20250916_def.xml (EX-101.DEF) — 16KB
• srta-20250916_lab.xml (EX-101.LAB) — 28KB
• srta-20250916_pre.xml (EX-101.PRE) — 17KB
• srta-20250916_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 16, 2025, Strata Critical Medical, Inc., a Delaware corporation ("Strata" or the "Company"), entered into a Purchase and Sale Agreement (the "Purchase Agreement") among Strata Critical, Inc., a Delaware corporation and wholly owned subsidiary of the Company (the "Buyer"), Keystone Perfusion Services, LLC, a Pennsylvania limited liability company ("Keystone"), LRV Holdco, Inc., a Delaware corporation ("Seller"), the Louis Verdetto Irrevocable Trust, Louis Verdetto, and, solely for the purposes set forth therein, the Company, pursuant to which the Buyer agreed to acquire all of the issued and outstanding equity interests of Keystone, an organ recovery and normothermic regional perfusion service provider to the transplant industry (such transaction, the "Acquisition"). The closing of the transactions contemplated by the Purchase Agreement (the "Closing") occurred on September 16, 2025. The aggregate consideration (including contingent consideration) payable by Buyer in connection with the Acquisition consists of (a) $124 million, subject to adjustment as set forth in the Purchase Agreement, payable eighty percent in cash and twenty percent in shares of the Company's common stock, par value $0.0001 per share (the "Company Shares") (as so adjusted, the "Purchase Price"), and (b) up to $23 million to be received upon the satisfaction of certain financial performance targets described in the Purchase Agreement during the twelve, twenty-four and thirty-six months, respectively, following the Closing. The Purchase Price may be subject to downward adjustment by up to $12.4 million if Keystone's actual 2025 adjusted EBITDA performance is less than $13,348,402.00, or an upward adjustment by up to $12.4 million if Keystone's actual 2025 adjusted EBITDA performance exceeds $14,753,497.00, as set forth in the Purchase Agreement. The contingent consideration shall be payable in a mix of cash and Company Shares a

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this item 2.01. The Company will file with the SEC the financial statements and pro forma financial information required to be filed pursuant to Item 9.01 of Form 8-K within 71 days after the date on which this Current Report on Form 8-K was required to be filed with the SEC.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Company issued 3,434,607 of Company Shares in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506(b) of Regulation D promulgated thereunder.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 16, 2025, the Company issued a press release announcing the transactions contemplated by the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Item 7.01, including the corresponding Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include all statements that are not historical facts and may be identified by the use of words such as "will", "anticipate", "believe", "could", "continue", "expect", "estimate", "may", "plan", "outlook", "future", "target", and "project" and other similar expressions and the negatives of those terms. These statements, which involve risks and uncertainties, relate to the anticipated benefits and synergies anticipated with the acquisition of Keystone, the anticipated financial performance of the combined company, analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to Strata's future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the impact and anticipated benefits of the acquisition of Keystone), the impact of such acquisition on Strata's financial performance and liquidity outlook, Strata's future plans and business strateg

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibit No. Description 2.1 Purchase and Sale Agreement, dated as of September 16 , 2025, among Strata Critical, Inc., Keystone Perfusion Services, LLC, LRV Holdco, Inc., the Louis Verdetto Irrevocable Trust, dated August 20, 2025, Louis Verdetto, and, solely for the purposes set forth therein, Strata Critical Medical, Inc. 99.1 Press Release, dated September 16 , 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. STRATA CRITICAL MEDICAL, INC. Dated: September 16, 2025 By: /s/ William A. Heyburn Name: William A. Heyburn Title: Co-Chief Executive Officer and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR