Strata Critical Medical (NASDAQ: SRTAW) adopts annual say-on-pay votes

Rhea-AI Filing Summary

Strata Critical Medical, Inc. filed an amended report to update investors on how often it will hold advisory votes on executive pay. At its 2025 annual meeting, stockholders indicated a preference for a non-binding "say-on-pay" vote every year. In response, and in line with the Board’s prior recommendation, the Board’s Compensation Committee decided the company will hold say-on-pay votes on an annual basis.

This approach will continue until the next required vote on the frequency of say-on-pay, which will occur no later than the 2031 annual meeting of stockholders, or until the Board chooses a different frequency. The amendment makes no other changes to the previously reported voting results.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K/A

(Amendment No. 1)

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 8, 2025

Date of Report (date of earliest event reported)

___________________________________

STRATA CRITICAL MEDICAL, INC.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-39046 (Commission File Number)			84-1890381 (I.R.S. Employer Identification Number)
31 Hudson Yards, 14th Floor New York, NY 10001
(Address of principal executive offices and zip code)
(212) 967-1009
(Registrant's telephone number, including area code)
Blade Air Mobility, Inc.
(Former name of former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, par value $0.0001 per share			SRTA			The Nasdaq Stock Market
Warrants, each exercisable for one share of Common Stock at a price of $11.50			SRTAW			The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) .

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 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Strata Critical Medical, Inc. (f/k/a Blade Air Mobility, Inc.) (the “Company,” “we,” “us” or “our”) with the U.S. Securities and Exchange Commission on May 8, 2025 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of our 2025 Annual Meeting of Stockholders held on May 6, 2025 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the decision of our Board of Directors (the “Board”) regarding whether non-binding stockholder advisory votes on the compensation of our named executive officers (the “Say-on-Pay Vote”) should be held every one, two, or three years (the “Say-on-Frequency Proposal”). No other changes have been made to the Original Form 8-K.

Item 5.07 - Submission of Matters to a Vote of Security Holders.

As previously reported in the Original Form 8-K, in an advisory vote held at the Annual Meeting on the Say-on-Frequency Proposal, our stockholders expressed their preference for a Say-on-Pay Vote to be conducted every year. In light of these results, and consistent with the recommendation of our Board as set forth in our proxy statement for the Annual Meeting, the Compensation Committee of our Board determined that the Company will hold future Say-on-Pay Votes on an annual basis until the next Say-on-Frequency Proposal vote (which will be held no later than the 2031 annual meeting of stockholders) or until the Board otherwise determines a different frequency of Say-on-Pay Votes.

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 12, 2025						By:			/s/ William A. Heyburn
						Name:			William A. Heyburn
						Title:			Co-Chief Executive Officer and Chief Financial Officer

FAQ

What did Strata Critical Medical, Inc. (SRTAW) change in this 8-K/A?

The company updated its disclosure to state that its Board’s Compensation Committee has decided to hold future non-binding stockholder advisory votes on named executive officer compensation on an annual basis, reflecting stockholder preferences from the 2025 annual meeting.

How often will Strata Critical Medical (SRTAW) hold say-on-pay votes?

The company will hold a non-binding stockholder advisory vote on executive compensation every year, consistent with the stockholder vote on the say-on-frequency proposal and the Board’s recommendation.

How did Strata Critical Medical stockholders vote on say-on-pay frequency?

In an advisory vote at the 2025 annual meeting, stockholders expressed a preference for conducting the say-on-pay vote every year, rather than every two or three years.

How long will the annual say-on-pay schedule remain in place for Strata Critical Medical?

The company plans to hold say-on-pay votes annually until the next say-on-frequency proposal vote, which will be held no later than the 2031 annual meeting of stockholders, or until the Board determines a different frequency.

Does this 8-K/A include any other changes to the 2025 annual meeting results?

No. The amendment states that its sole purpose is to disclose the Board’s decision on say-on-pay vote frequency, and that no other changes have been made to the original report of the 2025 annual meeting voting results.

What is the relationship between Strata Critical Medical and Blade Air Mobility?

Strata Critical Medical, Inc. is identified as formerly known as Blade Air Mobility, Inc., indicating a change in the company’s name since prior filings.