As filed with the Securities and Exchange Commission
on November 21, 2025.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STRATA CRITICAL MEDICAL, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
84-1890381 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
31 Hudson Yards, 14th Floor
New York, NY 10001
(585) 301-1762
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Strata Critical Medical, Inc. 2021 Omnibus
Incentive Plan
(f/k/a Blade Air Mobility, Inc. 2021 Omnibus
Incentive Plan)
(Full title of the plan)
Melissa M. Tomkiel
Co-Chief Executive Officer and General Counsel
31 Hudson Yards, 14th Floor
New York, NY 10001
(585) 301-1762
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With copies to:
William B. Brentani
Kelli Schultz-Panas
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
Tel: (650) 251-5000
Fax: (650) 251-5002
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
¨ |
Accelerated
filer |
x |
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| Non-accelerated
filer |
¨ |
Smaller
reporting company |
x |
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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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being
filed for the purpose of registering an additional 12,104,544 shares of Common Stock, par value $0.0001 per share (“Common Stock”),
of Strata Critical Medical, Inc. (the “Company”) reserved for issuance under the Strata Critical Medical, Inc. 2021 Omnibus
Incentive Plan (f/k/a the Blade Air Mobility, Inc. 2021 Omnibus Incentive Plan) (the “Incentive Plan”). These additional
shares of Common Stock are additional securities of the same class as other securities for which registration statements (File Nos. 333-257921
and 333-277330, respectively) on Form S-8 were filed with the Securities and Exchange Commission (the “Commission”) on July
15, 2021 and February 23, 2024, respectively (together, the “Prior Registration Statements”). The shares of Common Stock
registered by this Registration Statement consist of: (i) 3,970,951 additional shares of Common Stock that have become reserved for issuance
as a result of the operation of the “evergreen” provision of the Incentive Plan, which provides that an additional number
of shares will automatically be added to the shares authorized for issuance under the Incentive Plan on January 1 of each year (beginning
January 1, 2022) (such additional shares, “Evergreen Shares”); (ii) 709,933 additional shares of Common Stock that have become
reserved for issuance by operation of Section 5(b) of the Incentive Plan, which provides that shares of Common Stock underlying awards
outstanding under the Fly Blade, Inc. 2015 Equity Incentive Plan that, on or after the effective date of the Incentive Plan, expire or
are canceled, forfeited, terminated, settled in cash or otherwise settled without issuance to the holder thereof will automatically be
added to the shares authorized for issuance under the Incentive Plan; and (iii) 7,423,660 shares of Common Stock that have become available
for issuance by operation of Section 5(c) of the Incentive Plan, which provides that shares of Common Stock underlying awards issued
under the Incentive Plan that expire or are canceled, forfeited, terminated, settled in cash, surrendered in payment of any exercise
or taxes relating to such award or are otherwise settled without issuance to the holder thereof will again be available for grant under
the Incentive Plan. The number of Evergreen Shares added each year will equal the least of: (i) 4,653,484 shares, (ii) 5% of the
outstanding shares on the immediately preceding December 31 or (iii) such amount as determined by the Registrant’s Board of Directors.
Pursuant to General Instruction E to Form S-8,
the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement, to the extent not modified
or superseded hereby or by any subsequently filed document which is incorporated by reference herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission
by the Company pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are
hereby incorporated by reference in this Registration Statement:
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(a) |
The Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 13, 2025 (the “Form 10-K”); |
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(b) |
The Company’s Definitive
Proxy Statement on Schedule 14A, filed with the Commission on March 24, 2025; |
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(c) |
The Company’s Quarterly Reports on Form 10-Q
for the fiscal quarters ended: March
31, 2025, filed with the Commission on May 12, 2025; June
30, 2025, filed with the Commission on August 5, 2025; and September
30, 2025, filed with the Commission on November 10, 2025; |
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(d) |
The Company’s Current Reports on Form 8-K
filed with the Commission on May
8, 2025, August
4, 2025 (only with respect to Items 1.01 and 5.02 and Exhibits 2.1 and 10.1 of Item 9.01), August
29, 2025 (only with respect to Items 1.01, 2.01, 5.02, 5.03 and 8.01 and Exhibits 3.1, 3.2, 3.3, 10.1, 10.2 and 99.1 of Item
9.01) and September
16, 2025 (only with respect to Items 1.01, 2.01 and 3.02 and Exhibit 2.1 of Item 9.01) and Current Reports on Form 8-K/A filed
with the Commission on August
29, 2025 and September
12, 2025; |
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(e) |
All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act, since the end of the fiscal year covered by the Company’s 10-K referred to in (a) above, excluding
any documents or portions of such documents that are furnished under Item 2.02 or Item 7.01 of a current report on Form 8-K and any
exhibits included with such Item; and |
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(f) |
The description of the Company’s securities
contained in Exhibit
4.4 of the Company's 10-K referred to in (a) above, including any amendment or report filed
for the purpose of updating such description. |
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All documents that the Company subsequently files
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement (except for any portions
of the Company’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits
thereto not filed with the Commission) and prior to the filing of a post-effective amendment to this Registration Statement indicating
that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number |
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Description
of Document |
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| 4.1 |
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Second
Amended and Restated Certificate of Incorporation of Strata Critical Medical, Inc. (f/k/a Blade Air Mobility, Inc.) (incorporated
by reference to Exhibit 3.1 of the Form 8-K (file number 001-39046) filed on May 13, 2021) |
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| 4.2 |
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Certificate
of Amendment to the Second Amended and Restated Certificate of Incorporation of Blade Air Mobility, Inc. (incorporated by reference
to Exhibit 3.1 of the Form 8-K (file number 001-39046) filed on August 29, 2025) |
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| 4.3 |
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Amended
and Restated Bylaws of Strata Critical Medical, Inc. (incorporated by reference to Exhibit 3.2 of the Form 8-K (file number 001-39046)
filed on August 29, 2025) |
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| 4.4* |
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Strata
Critical Medical, Inc. 2021 Omnibus Incentive Plan (f/k/a Blade Air Mobility, Inc. 2021 Omnibus Incentive Plan) |
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| 5.1* |
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Opinion
of Simpson Thacher & Bartlett LLP |
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| 23.1* |
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Consent of Deloitte & Touche LLP |
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| 23.2* |
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Consent of Marcum LLP |
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| 23.3* |
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Consent
of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1) |
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| 24.1* |
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Powers of Attorney (included in the
signature pages to this Registration Statement) |
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| 107.1* |
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Filing Fee Table |
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
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(1) |
To file,
during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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(i) |
To include
any prospectus required by Section 10(a)(3) of the Securities Act; |
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(ii) |
To reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement; and |
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(iii) |
To include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
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(2) |
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
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(3) |
To remove
from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering. |
| (b) |
The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) |
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities
Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on November 21, 2025.
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STRATA CRITICAL MEDICAL, INC. |
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By: |
/s/ Melissa Tomkiel |
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Name: |
Melissa Tomkiel |
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Title: |
Co-Chief Executive Officer and General Counsel |
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By: |
/s/ William Heyburn
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Name: |
William Heyburn |
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Title: |
Co-Chief Executive Officer and Chief Financial Officer |
The undersigned directors and officers of Strata
Critical Medical, Inc. hereby constitute and appoint William A. Heyburn and Melissa M. Tomkiel and each of them, either of whom may act
without joinder of the other, the individual’s true and lawful attorneys in fact and agents, with full power of substitution and
resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this registration statement
and any or all amendments, including post effective amendments to the Registration Statement and all other documents in connection therewith
to be filed with the SEC, granting unto said attorneys in fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that said attorneys in fact as agents or either of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereto.
Pursuant to the requirements of the Securities
Act, this registration statement and power of attorney have been signed by the following persons in the capacities indicated on November
21, 2025.
| Signature |
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Title |
|
Date |
| /s/ Melissa Tomkiel |
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Co-Chief Executive Officer, General Counsel and
Director |
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November 21, 2025 |
| Melissa Tomkiel |
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(Co-Principal Executive Officer) |
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| /s/ William Heyburn |
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Co-Chief Executive Officer, Chief Financial Officer
and Director |
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November 21, 2025 |
| William Heyburn |
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(Co-Principal Executive Officer and Principal Financial
Officer) |
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| /s/ Amir Cohen |
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Chief Accounting Officer |
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November 21, 2025 |
| Amir Cohen |
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(Principal Accounting Officer) |
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| /s/ Robert Wiesenthal |
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Chairman of the Board |
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November 21, 2025 |
| Robert Wiesenthal |
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| /s/ Eric Affeldt |
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Lead Independent Director |
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November 21, 2025 |
| Eric Affeldt |
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| /s/ Reginald Love |
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Director |
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November 21, 2025 |
| Reginald Love |
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