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What changed in Strata Critical Medical, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Strata Critical Medical, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+578 added−689 removedSource: 10-K (2026-03-03) vs 10-K (2025-03-13)

Top changes in Strata Critical Medical, Inc.'s 2025 10-K

578 paragraphs added · 689 removed · 280 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeFor example, the federal Anti-Kickback Statute (the “AKS”) is broadly worded and prohibits, among other things, knowingly and willfully offering, paying, soliciting, or receiving remuneration, directly or indirectly, in cash or in kind, in return for or to induce (1) the referral of an individual covered by federal healthcare programs, such as Medicare and Medicaid, to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part under a federal healthcare program, or (2) the purchasing, leasing, or ordering, or arranging for or recommending the purchasing, leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part under a federal healthcare program.
Biggest changeFor example, the federal Anti-Kickback Statute (the “AKS”) broadly prohibits knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or indirectly, in return for or to induce referrals or business reimbursable under federal healthcare programs.
We compete primarily based on our technology-enabled service and access to a wide variety of aircraft types, including helicopters, jets and turboprops, in many locations across the United States. This can lower costs for our customers based on our ability to select the most appropriate aircraft located in the most efficient area for the requested distance and payload.
We compete primarily based on our technology-enabled service and access to a wide variety of aircraft types, including jets, turboprops and helicopters, in many locations across the United States. This can lower costs for our customers based on our ability to select the most appropriate aircraft located in the most efficient area for the requested distance and payload.
In these arrangements, pilots, maintenance, hangar, insurance, and fuel are all costs borne by our network of operators, which provide aircraft flight time to Blade at fixed hourly rates. This enables our operator partners to focus on training pilots, maintaining aircraft and flying, while we maintain the relationship with our customer from booking through flight arrival.
In these arrangements, pilots, maintenance, hangar, insurance, and fuel are all costs borne by our network of operators, which provide aircraft flight time to Strata at fixed hourly rates. This enables our operator partners to focus on training pilots, maintaining aircraft and flying, while we maintain the relationship with our customer from booking through flight arrival.
Blade provides guaranteed flight commitments to some of our third-party operators through capacity purchase agreements (“CPAs”), which enable Blade to ensure dedicated access to such aircraft with enhanced crew availability, lower costs and, in many cases, the ability to unlock more favorable rates when flying more than the minimum number of hours we guarantee to the operator.
Strata provides guaranteed flight commitments to some of our third-party operators through capacity purchase agreements (“CPAs”), which enable Strata to ensure dedicated access to such aircraft with enhanced crew availability, lower costs and, in many cases, the ability to unlock more favorable rates when flying more than the minimum number of hours we guarantee to the operator.
A number of federal and state healthcare laws, generally referred to as fraud and abuse laws, apply to healthcare providers and others that make, offer, seek or receive referrals or payments for products or services that may be paid for through any federal or state healthcare program and in some instances any private health insurance program.
A number of federal and state healthcare laws, generally referred to as fraud and abuse laws, apply to healthcare providers and others that make, offer, seek or receive referrals or payments for products or services that may be paid for through federal or state healthcare programs and, in some instances, private health insurance programs.
Available Information Our Annual Report on Form 10-K (this “Annual Report”), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available on the Investor Relations section of our website (https://ir.blade.com/) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Available Information Our Annual Report on Form 10-K (this “Annual Report”), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available on the Investor Relations section of our website 9 Table of Contents (https://ir.stratacritical.com/) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
We routinely use the Investor Relations section of our website (https://ir.blade.com/), our corporate website (www.blade.com) and our X feed (@flybladenow) as channels of distribution to publish important information about Blade, including financial or other information that may be deemed material to investors.
We routinely use the Investor Relations section of our website (https://ir.stratacritical.com/), our corporate website (www.stratacritical.com) and our X feed (@StrataCritical) as channels of distribution to publish important information about us, including financial or other information that may be deemed material to investors.
HIPAA limits the use and disclosure of PHI, and requires the implementation of administrative, physical, and technical safeguards to ensure the confidentiality, integrity, and availability of individually identifiable health information in both paper and electronic form.
The PHI that we receive is subject to HIPAA. HIPAA limits the use and disclosure of PHI, and requires the implementation of administrative, physical, and technical safeguards to ensure the confidentiality, integrity, and availability of individually identifiable health information in both paper and electronic form.
We are a Business Associate under HIPAA, and may be subject to penalties for, or required to enter into monitoring or resolution agreements for, among other activities, failing to enter into written agreements where required by law and violations of HIPAA, including breaches.
In many instances, we act as a Business Associate under HIPAA, and may be subject to penalties for, or required to enter into monitoring or resolution agreements for, among other activities, failing to enter into written agreements where required by law and violations of HIPAA, including breaches.
Department of Health and Human Services and the local media in cases where a breach affects 500 or more individuals. Breaches affecting fewer than 500 individuals must be reported to the Department of Health and Human Services (“HHS”) on an annual basis.
In addition, notification must be provided to the U.S. Department of Health and Human Services (“HHS”) and the local media in cases where a breach affects 500 or more individuals. Breaches affecting fewer than 500 individuals must be reported to the HHS on an annual basis.
Additionally, a significant portion of Blade trips are flown by safety-vetted operators to whom Blade makes no commitments, providing us with additional flexible capacity for high demand periods. Over the course of 2024, we acquired ten fixed wing aircraft that are currently dedicated to the Medical segment.
Additionally, a significant portion of trips are flown by safety-vetted operators to whom we make no commitments, providing us with additional flexible capacity for high demand periods. In 2024, we acquired ten fixed wing aircraft.
Environmental Our operators are subject to various federal, state and local laws relating to the protection of the environment, including the discharge or disposal of materials and chemicals and the regulation of aircraft noise, which laws are administered by numerous state and federal agencies. We seek representations of compliance with environmental laws from our operators.
Environmental Our third-party aircraft operators are subject to various federal, state and local environmental laws relating to, among other things, emissions, aircraft noise, fuel usage and the discharge or disposal of materials and chemicals. These laws are administered by numerous federal, state and local agencies. We seek representations of compliance with applicable environmental laws from our operators.
All of these aircraft are operated and maintained by third-party service providers under Blade’s oversight. See Item 2. Properties “—Aircraft Assets” in this Annual Report for more information. We prioritize the use of owned aircraft and dedicated aircraft under CPAs, which provide better economies of scale.
All of these aircraft are operated and maintained by third-party service providers under Strata’s oversight. We prioritize the use of owned aircraft and dedicated aircraft under CPAs, which provide better economies of scale.
Given the breadth of these laws and regulations, they may affect our business, either directly or because they apply to our hospital and other clients.
Given the breadth of these laws and regulations, they may affect our business either directly or indirectly through their application to our customers and business partners.
We believe our ability to compete successfully as a diversified air mobility company will depend on a number of factors, which may change in the future due to increased competition, including the price of our offerings, customer confidence in the safety of our offerings, customer satisfaction for the service we offer, and, for by-the-seat offerings, the routes, frequency of flights and availability of seats offered through our platform.
We believe our ability to compete successfully will depend on a number of factors, which may change in the future due to increased competition, including the price of our offerings, customer confidence in the safety and reliability of our offerings, customer satisfaction for the service we offer, and, for our clinical services, the successful outcomes of cases in which we are involved.
In our TOPS business line, where we help our customers evaluate the suitability of potential donor organs for transplant, we primarily compete with transplant centers’ own internal resources or a limited number of specialty firms focused on organ evaluation and placement.
In Organ Placement within the Logistics segment, we primarily compete with transplant centers’ own internal resources or a limited number of specialty firms focused on organ evaluation and coordination of the donation process.
For flights offered for sale by-the-seat, Blade schedules flights based on demand analysis and takes the economic risk of aggregating fliers to optimize flight profitability, providing predictable margins for our operators. When utilizing third-party aircraft and/or aircraft operators, we typically pre-negotiate fixed hourly rates and flight times, paying only for flights actually flown, creating a predictable and flexible cost structure.
When utilizing third-party aircraft and/or aircraft operators, we typically pre-negotiate fixed hourly rates and flight times, paying only for flights actually flown, creating a predictable and flexible cost structure.
We size our owned fleet and our commitments under CPAs significantly below our expected demand, enabling us to maximize utilization on those aircraft while fulfilling incremental 5 Table of Contents demand through our network of non-dedicated operators.
We size our owned fleet and our commitments under CPAs significantly below our expected demand, enabling us to maximize utilization on those aircraft while fulfilling incremental demand through our network of non-dedicated operators. We provide ground logistics using a combination of owned vehicles, which are allocated to hub positioned near our customers across the United States, and third-party providers.
Corporate Background Our predecessor was a special purpose acquisition company incorporated in Delaware in 2019 under the name of Experience Investment Corp. (“EIC”). In 2021, EIC acquired Blade Urban Air Mobility, Inc. (“Old Blade”) and changed its name to Blade Air Mobility, Inc.
Increased environmental regulation affecting aviation emissions, fuel standards or noise requirements could indirectly increase the costs of transportation arranged by us and impact our operations. Corporate Background Our predecessor was a special purpose acquisition company incorporated in Delaware in 2019 under the name of Experience Investment Corp. (“EIC”). In 2021, EIC acquired Blade Urban Air Mobility, Inc.
Under the breach notification rule, covered entities must notify affected individuals without unreasonable delay in the case of a breach of unsecured PHI, which compromises the privacy or security of the PHI. In addition, notification must be provided to the U.S.
Under the breach notification rule, the Covered Entities, such as the hospitals with which we enter into agreements, must notify affected individuals without unreasonable delay in the case of a breach of unsecured PHI, which compromises the privacy or security of the PHI: these Covered Entity customers may also delegate the breach notification responsibility to us in their agreements.
If we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected. Human Capital Resources As of December 31, 2024, we had a total of 322 employees, with 284 individuals working in our operations located in the United States and 38 employees in our operations based in Europe.
If we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected. Human Capital Resources As of December 31, 2025, the Company employed 601 employees, all of whom were located across the United States. Among these employees, we had 327 full-time employees and 274 part-time employees.
However, some companies that manufacture organ preservation technology or provide surgical organ recovery, services that we do not currently offer, now also provide bundled organ transportation that competes with us.
However, some companies that manufacture proprietary organ preservation devices, which we do not possess, now also provide bundled logistics and clinical services that compete with us.
Some of our TOPS competitors also offer logistics services that compete with us or have additional capabilities, including surgical organ recovery, that we do not offer. The organ transportation industry is rapidly evolving as new technology for organ preservation is introduced. We believe new technology will benefit our business by increasing the overall supply of organs to be transplanted.
The organ transportation industry is rapidly evolving as new technology for organ preservation is introduced. We believe new technology will benefit our business by increasing the overall supply of organs to be transplanted and enabling such transplants at lower cost.
Our ground transportation offerings are governed by applicable local, state and federal regulations and include (i) owned vehicles for our Medical segment, both with and without lights and sirens; and (ii) third-party owned and operated vehicles for use in both our Medical and Passenger segments. France and Monaco .
Our ground transportation offerings are governed by applicable local, state and federal regulations and include (i) owned vehicles, both with and without lights and sirens; and (ii) third-party owned and operated vehicles. Depending on the jurisdiction, these operations may be subject to vehicle safety requirements, emergency transport regulations, licensing requirements or other local transportation rules.
We compete primarily on our ability to save our customers money while enabling them to efficiently evaluate a larger number of organ offers for potential transplant. Many of our TOPS customers also utilize our logistics services given the ease of use inherent in our integrated offering, but this is not required.
We compete primarily on our ability to consistently provide skilled clinical practitioners to our customers with a lower cost structure and more reliability than they could achieve with internal resources. Many of our transplant customers utilize services in both our Logistics and Clinical segments together given the ease of use inherent in our integrated offering, but this is not required.
OPOs must meet certain requirements to have their organ procurement services to hospitals covered by Medicare and Medicaid. Hospitals that receive Medicare and Medicaid funding must separately meet certain conditions of participation related to organ, tissue, and eye procurement.
OPOs, which are nonprofit entities responsible for coordinating organ recovery and allocation, must meet statutory criteria and performance standards to maintain certification and participation in Medicare and Medicaid programs. Hospitals that receive Medicare or Medicaid funding must also meet certain conditions of participation related to organ, tissue and eye procurement.
We believe we have good relationships with our employees and have not experienced any interruptions of operations due to labor disagreements. Government Regulation Transportation and Aviation United States.
The Company’s workforce consists of 223 employees in our Logistics segment, 359 employees in our Clinical segment, and 19 employees in our headquarters functions. None of our employees are represented by a labor union. We believe we have good relationships with our employees and have not experienced any interruptions of operations due to labor disagreements.
Blade also offers additional services including donor logistics coordination and support evaluating potential donor organs through our Trinity Organ Placement Services (“TOPS”) offering, launched at the end of 2023. Our Business Model Blade leverages an asset-light business model: we primarily utilize aircraft that are owned and/or operated by third parties on Blade’s behalf.
Ancillary costs such as landing fees and de-icing are passed through to the end customer. Strata leverages an asset-light air logistics business model. We primarily utilize aircraft that are owned and/or operated by third parties on Strata’s behalf.
Further, as a transporter of organs for transplant, we are subject to DOT regulations relating to the transportation of organs for transplant. Because Blade does not currently operate aircraft, our business operations are not directly regulated by the FAA.
Although we do not currently operate aircraft, the third-party aircraft operators that conduct flights arranged by us are subject to the laws and regulations relating to the operation and maintenance of aircraft promulgated by the Federal Aviation Administration (“FAA”). Because we do not currently operate aircraft, our business operations are not directly regulated by the FAA.
Violations of the AKS include imprisonment for up to ten years, exclusion from participation in federal healthcare programs, including Medicare and Medicaid, potential liability under the federal civil False Claims Act, and significant civil and criminal fines and monetary penalties, plus a civil assessment of up to three times the total payments between the parties to the arrangement.
Regulators and courts have interpreted the AKS broadly, and a violation may be found even if only one purpose of an arrangement is to induce referrals. Violations of the AKS can result in criminal penalties, civil monetary penalties, exclusion from participation in federal healthcare programs and potential liability under the federal civil False Claims Act (“FCA”).
As an arranger of air travel and an indirect air carrier, we are subject to United States Department of Transportation (“DOT”) regulations governing our advertising and sale of by-the-seat air transportation as well as the advertising and sale of aircraft charter.
Health and safety considerations are integrated into the Company’s operations where relevant, including compliance with applicable workplace safety requirements and role-appropriate training. 7 Table of Contents Government Regulation Transportation and Aviation As an arranger of air travel and an indirect air carrier, we are subject to United States Department of Transportation (“DOT”) regulations governing, among other things, advertising, contracting practices, and unfair deceptive practices.
As part of our broader Medical segment, we also provide technology-enabled solutions to help transplant centers and organ procurement organizations streamline organ evaluation and logistics. This service enhances the efficiency and cost-effectiveness of organ placement, further strengthening our position in the organ transportation industry.
Our 6 Table of Contents technology enhances the efficiency and cost-effectiveness of our service offerings, further strengthening our position in the organ transportation industry. Competition In Air and Ground Logistics, we compete primarily with Part 135 jet operators and a limited number of asset-light logistics businesses.
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Item 1. Business Business Overview Blade Air Mobility, Inc. (“Blade” or the “Company”) provides air transportation and logistics for hospitals across the United States, where it is one of the largest transporters of human organs for transplant, and for passengers, with helicopter and fixed wing services primarily in the Northeast United States and Southern Europe.
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Item 1. Business Business Overview 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.
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Based in New York City, Blade’s asset-light model, coupled with its exclusive passenger terminal infrastructure and proprietary technologies, is designed to facilitate a seamless transition from helicopters and fixed-wing aircraft to Electric Vertical Aircraft (“EVA” or “eVTOL”), enabling lower cost air mobility that is both quiet and emission-free.
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The Company operates one of the nation’s largest air transport and surgical services networks for transplant hospitals and organ procurement organizations, offering an integrated “one call” solution for donor organ recovery.
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Blade currently operates in three key product lines across our Passenger and Medical segments: Passenger segment • Short Distance – Consisting primarily of helicopter and amphibious seaplane flights in the United States and Europe between 10 and 100 miles in distance. Flights are available for purchase both by-the-seat and on a full aircraft charter basis.
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Strata’s core services include air and ground logistics, organ placement, surgical organ recovery, 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 Perfusion Services LLC (“Keystone”) brands.
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This product line previously also included flights in Canada, which we discontinued in August 2024. • Jet and Other – Consists principally of revenues from non-medical jet charter, revenue from brand partners for exposure to Blade fliers and certain ground transportation services.
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Strata’s mission is to increase the number of organs that are successfully transplanted while leveraging the Company’s expertise and resources to provide other medical and logistics services to a broader customer base. Strata’s goals are closely aligned with those of all participants in the transplant ecosystem, including transplant centers, regulators, Organ Procurement Organizations (“OPOs”) and other service providers.
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This product line previously also included by-the-seat jet flights between New York and South Florida, which we discontinued in November 2023. Medical segment • MediMobility Organ Transport – Consisting primarily of transportation of human organs for transplant and/or the medical teams supporting these services.
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We believe that, by working with Strata, industry participants can save money, save more lives and operate more efficiently by working with Strata.
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In the year ended December 31, 2024, approximately 47% of Blade’s flight costs were pursuant to CPAs that included flight volume guarantees from Blade. While limited in number, our owned aircraft fleet represents a meaningful portion of our Medical segment operations.
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Strata operates across two operating segments: Logistics and Clinical (see Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K for further information on reportable segments), offering a variety of logistics and clinical services related to organ transplant and the broader healthcare industry.
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Assuming a full year of operations for all ten aircraft, they will account for approximately 17% of Blade’s total company flight costs and nearly one-third of all Medical segment flying, underscoring the strategic impact of our targeted asset ownership approach.
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All of Strata’s services are provided to transplant centers, organ procurement organizations, hospitals or other businesses that pay the Company directly.
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Blade’s proprietary “customer-to-cockpit” technology stack enables us to manage fliers and organ transports across numerous simultaneous flights with multiple operators around the world.
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Strata provides: Logistics Segment Our Logistics segment is marketed under the Trinity brand name and includes the following: • Air Logistics – Air transportation of human organs for transplant as well as related staff, equipment, blood samples, and tissue samples. Service is typically provided on fixed wing aircraft operating specifically for each individual organ.
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We believe that this technology, which provides (i) real-time tracking of organ transports and passenger flights; (ii) profit/loss information on a flight-by-flight basis; (iii) customized portals for all relevant parties including pilots, accounting teams, operator dispatch, transplant coordinators and Blade’s logistics team; and (iv) a customer-facing app for passenger missions, will enable us to continue to scale our business.
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Strata also offers on-board couriers for commercial flights and “next flight out” shipping coordination. • Ground Logistics – Ground transportation of human organs for transplant as well as related staff, equipment, blood samples and tissue samples. • Organ Placement – Administrative services related to the acceptance of potential donor organs for recipients and support coordinating the transplant process.
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This technology stack was built with future growth in mind and is designed to allow our platform to be easily scaled to accommodate, among other things, rapid increases in volume, new routes, new operators, broader flight schedules, international expansion, next-generation verticraft and ancillary services (e.g., last/first-mile ground connections, trip cancellation insurance, baggage delivery) through our mobile apps, website and cloud-based tools.
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Clinical Segment Our Clinical segment is marketed under the Keystone brand name and includes the following: Transplant Clinical • Organ Recovery – Surgical procurement of donor organs. • Normothermic Regional Perfusion (“NRP”) – In situ perfusion of donor organs with oxygenated blood to improve clinical outcomes and enable functional assessment prior to recovery. • Preservation – Operation of devices utilized to preserve organs prior to being transplanted into a recipient.
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Our asset-light business model was developed to be scalable and profitable using conventional aircraft today while enabling a seamless transition to EVA, once they are certified for public use. We intend to leverage the expected lower operating costs of EVA versus helicopters to reduce the consumer’s price for our flights.
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Other Clinical • Cardiac Care – Cardiac perfusion, blood management & autotransfusion and disposables. Services are typically provided under contract with hospitals to support open-heart surgery procedures. • Other – Extracorporeal Membrane Oxygenation (ECMO) services, perfusion temporary staffing and equipment rental offered to healthcare providers.
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Additionally, we expect the reduced noise footprint and zero carbon emission characteristics of EVA to allow for the development of new, vertical landing infrastructure (“vertiports”) in our existing and new markets. Competition Passenger segment In both our Short Distance and Jet and Other product lines, we compete primarily with Part 135 operators or brokers of helicopters, seaplanes and jets.
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Our Business Model Logistics Segment We typically provide logistics services to transplant centers, organ procurement organizations and other businesses on a contractual basis including provisions stipulating that Strata will be the “first call” for any transportation needs. 5 Table of Contents Pricing is based on a fixed price per flight hour flown with a fuel cost surcharge above a set benchmark.
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In most cases, these operators offer only full aircraft charter and do not compete with our by-the-seat offerings. However, in certain instances other air carriers offer competing by-the-seat service. Additionally, we may compete with ground transportation, rail or ferry services that are typically lower cost, but generally involve longer journeys.
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We utilize a combination of company employees and contractors as couriers to facilitate the transportation of organs, typically kidneys, aboard scheduled commercial flights. For next flight out services, where kidneys are placed in the cargo hold of a commercial flight, we coordinate with third-party providers on behalf of our customer.
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In some cases, aircraft operators are able to offer lower costs than Blade on a specific aircraft type. We compete primarily based on our technology-enabled service, dedicated infrastructure, and access to a wide variety of aircraft types, which can lower costs for our customers based on our ability to select the most appropriate aircraft for the requested distance and payload.
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Organ placement services, branded as “TOPS,” are provided on a contractual basis with a fixed monthly fee based on the size of the customer’s program. Clinical Segment We employ perfusionists and transplant surgeons that are primarily dedicated to a specific customer in a particular geography.
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The urban air mobility industry is still developing and evolving, but we expect it to be highly competitive. Our potential future competitors may be able to devote greater resources to the development of their current and future technologies or the promotion and sale of their offerings, or offer lower prices.
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We own perfusion equipment which is often provided as part of our services or offered through a traditional leasing arrangement. Our clinical work for OPOs typically consists of surgical recovery, operation of preservation devices, NRP services and related equipment provided on a contractual basis with a combination of retainer and per case fees.
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For example, some multimodal transportation providers and even commercial airlines have expressed interest in air mobility, and Uber Technologies, Inc. has a significant investment in a company that is developing EVA aircraft.
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For transplant centers, surgical recovery, preservation and NRP services are typically provided on an ad hoc basis with pricing on a per case basis. We leverage surgeons, perfusionists and equipment in place to support our OPO customers to provide more efficient options to transplant centers, utilizing locally available resources wherever possible to avoid incremental logistics costs.
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Moreover, potential manufacturers of EVAs may choose to develop vertically integrated businesses, or they may contract with competing air mobility service providers rather than entering into operating contracts with us, which would be a threat to our Short Distance product line.
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For cardiac care hospitals, we typically provide perfusion staffing, often combined with perfusion equipment, on a contractual basis with a combination of retainer and per case fees. Technology We also utilize proprietary technology to manage staffing, training and chain of custody, as well as help customers streamline organ evaluation (through our Trinity Organ Placement Services - TOPS), procurement and logistics.
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Our potential competitors also may establish cooperative or strategic relationships among themselves or with third parties, including regional or national helicopter or heliport operations that we rely on to offer our urban air mobility services, which may further enhance their resources and offerings.
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We compete primarily on our ability to (i) enable customers to efficiently evaluate a larger number of organ offers for potential transplant; (ii) coordinate the complex logistics and scheduling demands of the organ donation process; and (iii) provide our services at a competitive price point.
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It is possible that domestic or foreign companies or governments, some with greater experience in the urban air mobility industry or greater financial resources than we possess, will seek to 6 Table of Contents provide products or services that compete directly or indirectly with ours in the future.
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In our Clinical segment, we compete primarily with a hospital or OPOs own internal resources to provide surgical recovery, NRP or perfusion and a number of businesses with clinical offerings similar to ours.
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Any such foreign competitor could benefit from subsidies or other protective measures provided by its home country. Medical segment In our MediMobility Organ Transport product line, we compete primarily with Part 135 jet operators and a limited number of asset-light logistics businesses.
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Some of our competitors offer many of the same services we provide in an integrated “one call” offering, but we believe that our offering is more comprehensive in terms of both the variety of services we provide and the breadth of third-party devices that we support.
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Among these employees, we had 310 permanent employees and 12 temporary employees. Our workforce consists of 91 employees in our Passenger segment, 199 employees in our Medical segment, and 32 employees in our headquarters functions. None of our employees are represented by a labor union.
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The Company’s human capital practices are designed to support its operational needs while maintaining compliance with applicable employment, labor, and workplace laws and regulations. The Company maintains employment-related policies applicable to employees, including a code of business conduct and ethics, an insider trading policy, and other employment-related policies intended to promote a professional and respectful workplace.
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We are also subject to DOT regulations relating to consumer protection matters such as unfair or deceptive practices, flier complaints and ticket refunding policies and practices. Our operators are subject to the laws and regulations relating to the operation and maintenance of aircraft promulgated by the Federal Aviation Administration (“FAA”).
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The Company seeks to attract and retain employees with the skills and experience necessary to support its operations. Employee compensation and benefits are structured to be competitive within relevant labor markets.
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Our French operations are subject to strict regulation by government agencies in the country, including the Direction Générale de l’Aviation Civile (“DGAC”) and the Autorité de la Concurrence. Our Monégasque operations are subject to a complex and constantly changing regulatory landscape governed by the Direction de l'Aviation Civile de Monaco. 7 Table of Contents India.
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Certain of our logistics activities, including the transportation of organs for transplant, may also be subject to DOT rules and guidance applicable to the handling and transport of sensitive medical cargo.
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The Indian Joint Venture’s operations are regulated by Indian government agencies, including the Airports Authority of India, Ministry of Civil Aviation and Directorate General of Civil Aviation. Privacy and Data Protection There are many requirements regarding the collection, use, transfer, security, breach notification, storage, destruction, and other processing of personally identifiable information and other data relating to individuals.
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Healthcare The procurement and transportation of organs in the United States occurs within a highly regulated framework. The organ transplantation system is governed by the National Organ Transplant Act and administered through the Organ Procurement and Transplantation Network (“OPTN”) under federal oversight by the Health Resources and Services Administration (“HRSA”).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeNegative perception of our platform or company may harm our reputation and brand, including as a result of: • complaints or negative publicity or reviews about us, our third-party aircraft operators, fliers, our air mobility services, other brands or events we associate with, or our flight operations policies (e.g., cancellation or baggage fee policies), even if factually incorrect or based on isolated incidents; • inappropriate and/or unauthorized use of the Company’s social media channels could cause brand damage; • changes to our flight operations, safety and security, privacy or other policies that users or others perceive as overly restrictive, unclear, or inconsistent with their values; 11 Table of Contents • a failure to enforce our flight operations policies in a manner that users perceive as effective, fair, and transparent; • illegal, negligent, reckless, or otherwise inappropriate behavior by fliers, our third-party aircraft operators, or other third parties involved in the operation of our business or by our management team or other employees; • a failure to provide routes and flight schedules sought by fliers; • actual or perceived disruptions or defects in our platform, such as data security incidents, platform outages, payment processing disruptions, or other incidents that impact the availability, reliability, or security of our offerings; • litigation over, or investigations by regulators into, our operations or those of our third-party aircraft operators; • a failure to operate our business in a way that is consistent with our certain values; • inadequate or unsatisfactory flier support service experiences; • negative responses by third-party aircraft operators or fliers to new mobility offerings on our platform; • perception of our treatment of employees, contractors, or third-party aircraft operators and our response to their sentiment related to political or social causes or actions of management; • a failure to deliver human organs or medical teams to transplant centers on a timely basis; • mistakes, delays or inconsistency in our evaluation of organ offers for customers of our Trinity Organ Placement Services (TOPS); or • any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.
Biggest changeNegative perception of our company may harm our reputation and brand, including as a result of: • complaints or negative publicity about us, our third-party aircraft operators, or other third parties involved in our operations, even if factually incorrect or based on isolated incidents; • inappropriate and/or unauthorized use of the Company’s communication channels could cause brand damage; • changes to our flight operations, safety and security, privacy or other policies that customers, partners or others perceive as overly restrictive, unclear, or inconsistent with their values; • illegal, negligent, reckless, or otherwise inappropriate behavior by our third-party aircraft operators, clinical personnel or other third parties involved in the operation of our business or by our management team or other employees; • actual or perceived disruptions or defects in our IT or software systems, such as data security incidents, platform outages, payment processing disruptions, or other incidents that impact the availability, reliability, or security of our offerings; • litigation involving, or investigations, audits or enforcement actions by regulators into, our operations or those of our third-party aircraft operators or other service providers; • a failure to operate our business in a way that is consistent with our values; • negative responses by third-party aircraft operators to new mobility offerings; • perceptions regarding our compliance culture or our treatment of employees, contractors, or third-party aircraft operators; • actual or perceived failures, delays or disruptions in our operations, including failures to deliver human organs or medical teams to transplant centers on a timely basis or failure to appropriately transport organs and maintain control of organs for transplantation; 11 Table of Contents • mistakes, delays or inconsistency in our evaluation of organ offers for customers of our Trinity Organ Placement Services (TOPS); or • any of the foregoing events affecting our competitors or the broader transplant logistics, aviation or healthcare services industries, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.
Our Certificate of Incorporation provides that, unless we consent to the selection of an alternative forum, any (i) derivative action or proceeding brought on behalf of the Company; (ii) action asserting a claim of breach of a fiduciary duty owed by, or any other wrongdoing by, any current or former director, officer, or other employee or stockholder of the Company; (iii) action asserting a claim against the Company arising pursuant to any provision of the DGCL or our certificate of incorporation or our bylaws; or (iv) action to interpret, apply, enforce, or determine the validity of any provisions in the certificate of incorporation of bylaws; or (v) action asserting a claim against the company or any director or officer of the Company governed by the internal affairs doctrine, shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware.
Our Certificate of Incorporation provides that, unless we consent to the selection of an alternative forum, any (i) derivative action or proceeding brought on behalf of the Company; (ii) action asserting a claim of breach of a fiduciary duty owed by, or any other wrongdoing by, any current or former director, officer, or other employee or stockholder of the Company; (iii) action asserting a claim against the Company arising pursuant to any provision of the DGCL, our Certificate of Incorporation or our Bylaws; (iv) action to interpret, apply, enforce, or determine the validity of any provisions of our Certificate of Incorporation or Bylaws; or (v) action asserting a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine, shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware.
Our Board of Directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our Board may deem relevant.
Our Board may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our Board may deem relevant.
If our third-party aircraft operators are unable or unwilling to add aircraft, or are only able to do so at significantly increased expense, or otherwise do not have capacity or desire to support our growth, or we are unable to add new operators on reasonable terms, or at all, our business and results of operations could be adversely affected.
If our third-party aircraft operators are unable or unwilling to expand capacity or are only able to do so at significantly increased expense, or otherwise do not have capacity or desire to support our growth, or we are unable to add new operators on reasonable terms, or at all, our business and results of operations could be adversely affected.
If hospitals or transplant centers in the U.S. are unable to obtain sufficient reimbursement or funding for our services, they may lack the economic incentives to continue using them.
If hospitals, transplant centers or OPOs in the U.S. are unable to obtain sufficient reimbursement or funding for our services, they may lack the economic incentives to continue using them.
Purchasing additional aircraft could change aspects of our business model and include a significant investment that could affect our financial condition, cost structures and cause operational disruptions.
Purchasing additional aircraft could change aspects of our business model and include a significant capital investment that could affect our financial condition and cost structures and cause operational disruptions.
In markets where reimbursement for organ transport services is unavailable or limited, hospitals and transplant centers may seek more cost-effective alternatives, reducing our potential revenue. Even if existing reimbursement and funding arrangements from government programs and third-party payers currently make our services or related products cost-effective for hospitals, these laws and regulations are subject to change.
In markets where reimbursement or funding for organ transport services is unavailable or limited, hospitals and transplant centers may seek more cost-effective alternatives, reducing our potential revenue. Even if existing reimbursement and funding arrangements from government programs and third-party payers currently make our services or related products cost-effective for hospitals, these arrangements are subject to change.
Any of the foregoing could cause substantial harm to our business, require us to make notifications to our customers, governmental authorities, or the media, and could result in litigation, investigations or inquiries by government authorities, or subject us to penalties, fines, and other losses relating to the investigation and remediation of such an attack or other unauthorized access or damage to our information technology systems and networks.
Any of the foregoing could cause substantial harm to our business, require us to make notifications to our customers, governmental authorities, or the media, and could result in litigation, investigations or inquiries by regulatory authorities, or subject us to penalties, fines, and other losses relating to the investigation and remediation of such an attack or other unauthorized access or damage to our information technology systems and networks.
Our Warrants are accounted for as derivative liabilities and are recorded at fair value with changes in fair value for each period reported in earnings, which may have an adverse effect on the market price of our common stock. We are accounting for both the Public Warrants and the Private Placement Warrants as a warrant liability.
Our Warrants are accounted for as derivative liabilities and are recorded at fair value with changes in fair value for each period reported in earnings, which may have an adverse effect on the market price of our common stock. We account for both the Public Warrants and the Private Placement Warrants as a warrant liability.
The successful development of our reputation and brand will depend on a number of factors, many of which are outside our control.
The successful development and maintenance of our reputation and brand will depend on a number of factors, many of which are outside our control.
In addition, changes we may make to enhance and improve our offerings and balance the needs and interests of our third-party aircraft operators and fliers may be viewed positively from one group’s perspective (such as fliers) but negatively from another’s perspective (such as third-party aircraft operators), or may not be viewed positively by either third-party aircraft operators or fliers.
In addition, changes we may make to enhance and improve our offerings and balance the needs and interests of our third-party aircraft operators and customers may be viewed positively from one group’s perspective (such as customers) but negatively from another’s perspective (such as third-party aircraft operators), or may not be viewed positively by either third-party aircraft operators or customers.
If we encounter problems with any of our third-party aircraft operators or third-party service providers, such as workforce disruptions, our operations could be adversely affected by a resulting decline in revenue or negative public perception about our services.
If we encounter problems with any of our third-party aircraft operators or third-party service providers, such as workforce disruptions or operational interruptions, our operations could be adversely affected by a resulting decline in revenue or negative public perception about our services.
In particular, Section 404 of SOX (“Section 404”) requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm potentially to attest to, the effectiveness of our internal control over financial reporting.
In particular, Section 404 of SOX (“Section 404”) requires us to perform system and process evaluations and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm potentially to attest to, the effectiveness of our internal control over financial reporting.
Our business depends on the availability of organ donors and viable donor organs, which are influenced by factors beyond our control, and any decrease in the availability of viable donor organs could have a material adverse effect on demand for our services and results of operations.
Our business depends on the availability of organ donors and viable donor organs, which are influenced by factors beyond our control, and any decrease in the availability or utilization of viable donor organs could have a material adverse effect on demand for our services and results of operations.
In order to maintain effective internal control over financial reporting, we must perform system and process evaluations, document our controls and perform testing of our key controls over financial reporting to allow for management and our independent public accounting firm to report on the effectiveness of our internal control over financial reporting.
In order to maintain effective internal control over financial reporting, we must perform system and process evaluations, document our controls and perform testing of our key controls over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting.
If our third-party aircraft operators are unable to match our growth in demand or we are unable to add additional third-party aircraft operators to our platform to meet demand, our costs may increase and our business, financial condition, and results of operations could be adversely affected.
If our third-party aircraft operators are unable to match our growth in demand or we are unable to add additional third-party aircraft operators to our network to meet demand, our costs may increase and our business, financial condition, and results of operations could be adversely affected.
It is also possible that we will fail to identify patentable aspects of our technology before it is too late to obtain patent protection, that we will be unable to 28 Table of Contents devote the resources to file and prosecute all patent applications for such technology, or that we will inadvertently lose protection for failing to comply with all procedural, documentary, payment, and similar obligations during the patent prosecution process.
It is also possible that we will fail to identify patentable aspects of our technology before it is too late to obtain patent protection, that we will be unable to devote the resources to file and prosecute all patent applications for such technology, or that we will inadvertently lose protection for failing to comply with all procedural, documentary, payment, and similar obligations during the patent prosecution process.
Illegal, improper, or otherwise inappropriate operation of branded aircraft by our third-party aircraft operators, regardless of whether they are operating aircraft on our behalf, could harm our reputation, business, brand, financial condition, and results of operations.
Illegal, improper, or otherwise inappropriate operation of Strata-owned or Strata-branded aircraft by our third-party aircraft operators, regardless of whether they are operating aircraft on our behalf, could harm our reputation, business, brand, financial condition, and results of operations.
Any significant reduction in air traffic capacity at and in the airspace serving key airports in the United States or Internationally could have a material adverse effect on our business, results of operations and financial condition.
Any significant reduction in air traffic capacity at, or within the airspace serving, key airports in the United States could have a material adverse effect on our business, results of operations and financial condition.
Our insurance may not be sufficient, and we may not have sufficient remedies available to us from our third-party service providers, to cover all of our losses that may result from such interruptions, outages, or degradation.
Our insurance coverage may not be sufficient, and we may not have sufficient remedies available to us against third-party service providers, to cover all of our losses that may result from such interruptions, outages, or degradation.
In addition, such redemption may occur at a time when the Warrants are “out-of-the-money”, in which case you would lose any potential embedded value from a subsequent increase in the value of our common stock had your Warrants remained outstanding. We do not expect to declare any dividends in the foreseeable future.
In addition, such redemption may occur at a time when the Warrants are “out-of-the-money”, in which case holders would lose any potential embedded value from a subsequent increase in the value of our common stock had the Warrants remained outstanding. We do not expect to declare any dividends in the foreseeable future.
Provisions in our charter and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management. Our Certificate of Incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.
Provisions in our charter and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management. Our Certificate of Incorporation and Bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.
Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with 35 Table of Contents resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations and result in a diversion of the time and resources of our management and Board of Directors.
Alternatively, if a court were to find these provisions of our Certificate of Incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations and result in a diversion of the time and resources of our management and our Board.
We are subject to a wide variety of laws and regulations relating to various aspects of our business, employment and labor, health care, tax, privacy and data security, health and safety, and environmental issues.
We are subject to a wide variety of laws and regulations relating to various aspects of our business, employment and labor, health care, tax, privacy and data security, health and safety, and environmental matters.
HIPAA privacy and security regulations extensively regulate the use and disclosure of protected health information (“PHI”) and require business associates to implement administrative, physical and technical safeguards to protect the security of such information.
HIPAA privacy and security regulations extensively regulate the use and disclosure of protected health information (“PHI”) and require covered entities and business associates to implement administrative, physical and technical safeguards to protect such information.
If any of these events were to occur, we could experience loss of revenue, termination of customer contracts, higher insurance rates, litigation, regulatory investigations and enforcement actions (including potential grounding of our 15 Table of Contents fleet and suspension or revocation of our operating authorities) and damage to our reputation and customer relationships.
If any of these events were to occur, we could experience loss of revenue, termination of customer contracts, higher insurance rates, litigation, regulatory investigations and enforcement actions (including potential grounding of our fleet and suspension or revocation of our operating authorities) and damage to our reputation and customer relationships.
While we have implemented various measures intended to anticipate, identify, and address the risk of these types of activities, these measures may not adequately address or prevent all illegal, improper, or otherwise inappropriate activity by our third-party aircraft operators while flying Blade-branded aircraft.
While we have implemented various measures intended to anticipate, identify, and address the risk of these types of activities, these measures may not adequately address or prevent all illegal, improper, or otherwise inappropriate activity by our third-party aircraft operators while flying Strata-owned or Strata-branded aircraft.
We may also fail to detect unauthorized use of our intellectual property, or be required to expend significant resources to monitor and protect our intellectual property rights, including engaging in litigation, which may be costly, time-consuming, and divert the attention of management and resources, and may not ultimately be successful.
We may also fail to detect unauthorized use of our intellectual property, or be required to expend significant resources to monitor and protect our intellectual property rights, 26 Table of Contents including engaging in litigation, which may be costly, time-consuming, and divert the attention of management and resources, and may not ultimately be successful.
We intend to retain future earnings, if any, for future operations and expansion and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount, and payment of any future dividends on shares of our common stock will be at the sole discretion of our Board of Directors (or “Board”).
We intend to retain future earnings, if any, for future operations and expansion and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount, and payment of any future dividends on shares of our common stock will be at the sole discretion of our Board.
The Warrant Agreement between American Stock Transfer and Trust Company, LLC, as warrant agent, and us provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Warrants to make any change that adversely affects the interests of the registered holders.
The Warrant Agreement between Equiniti Trust Company, LLC, as warrant agent, and us provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Warrants to make any change that adversely affects the interests of the registered holders.
Failure to comply with applicable privacy and security laws and regulations could result in a material breach of contract with one or more of our Medical Customers, subject us to enforcement actions and adversely affect our business and our financial condition.
Failure to comply with applicable healthcare, privacy, security and data protection laws and regulations could result in a material breach of contract with one or more of our Medical Customers, subject us to enforcement actions and adversely affect our business and our financial condition.
In addition, cyberattacks, viruses, malware, or other damage or unauthorized access to our information technology networks and systems, could result in damage, disruptions, or shutdowns to our platform.
In addition, cyberattacks, viruses, malware, or other damage or unauthorized access to our information technology networks and systems, could result in damage, disruptions, or shutdowns to our technology systems or operations.
We cannot ensure that any acquisition, partnership, or joint venture we make will not have a material adverse effect on our business, financial condition, and results of operations. 13 Table of Contents We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.
We cannot ensure that any acquisition, partnership, or joint venture we make will be successful or will not have a material adverse effect on our business, financial condition, and results of operations. We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.
Redemption of the outstanding Warrants could force you to: (1) exercise your Warrants and pay the related exercise price at a time when it may be disadvantageous for you to do so; (2) sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.
Redemption of the outstanding Warrants could force holders to: (1) exercise their Warrants and pay the related exercise price at a time when it may be disadvantageous for them to do so; (2) sell their Warrants at the then-current market price when they might otherwise wish to hold them; or (3) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.
If we, or our independent registered public accounting firm, identify deficiencies in our internal control over financial reporting in the future that are deemed to be material weaknesses, our investors could lose confidence in our reported financial information, we may be required to restate those financial statements, the market price of our stock may decline and we could be subject to lawsuits, sanctions or investigations by regulatory authorities, which would require additional financial and management resources and otherwise could have a material adverse effect on our business, financial condition or results of operations.
However, if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting in the future that are deemed to be material weaknesses, our investors could lose confidence in our reported financial information, we may be required to restate previously issued financial statements, the market price of our stock may decline and we could be subject to lawsuits, sanctions or investigations by regulatory authorities, which could require significant financial and management resources and otherwise could have a material adverse effect on our business, financial condition or results of operations.
Transplant centers depend on our logistics coordinators to monitor and coordinate between multiple operators of air and ground transportation, surgical teams procuring organs, organ procurement organizations providing support at the donor site, and the transplant centers that will ultimately perform the transplant on the recipient.
Transplant centers depend on our logistics coordinators to monitor and coordinate between multiple operators of air and ground transportation, surgical teams procuring organs, OPOs providing support at the donor site, and the transplant centers that will ultimately perform the transplant on the recipient.
Our ability to provide effective and timely support is largely dependent on our ability to attract and retain skilled employees who can support our fliers and Medical Customers and are sufficiently knowledgeable about our services. As we continue to grow our business and improve our platform, we will face challenges related to providing quality support at scale.
Our ability to provide effective and timely support is largely dependent on our ability to attract and retain skilled employees who can support our customers and are sufficiently knowledgeable about our services and operations. As we continue to grow our business and improve our platform, we may face challenges related to providing quality support at scale.
If such third-party operators do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition, and results of operations could be adversely affected. We primarily rely on third-party contractors to own and operate aircraft.
If such third-party contractors do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition, and results of operations could be adversely affected. We primarily rely on third-party contractors to own and operate aircraft used in connection with our services.
If our third-party aircraft operators were to operate Blade-branded aircraft, regardless of whether such aircraft is flying on our behalf, in an illegal, improper, or otherwise inappropriate manner, such as violating local noise-abatement regulations or ignoring suggested noise-abatement flight paths and procedures, we could be exposed to significant reputational harm.
If our third-party aircraft operators were to operate Strata-owned or Strata-branded aircraft, regardless of whether such aircraft is flying on our behalf, in an illegal, improper, or otherwise inappropriate manner, such as violating local noise-abatement regulations or ignoring suggested noise-abatement flight paths and procedures, we could experience significant reputational harm.
Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop, and retain a sufficient number of other highly skilled personnel, including finance, marketing, sales, technology, legal and support personnel.
Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop, and retain a sufficient number of other highly skilled personnel, including logistics coordinators, clinical professionals, finance, marketing, sales, technology, legal, operational and support personnel.
We may also be required to notify government authorities, individuals, the media, and other third parties in connection with a security incident or breach involving PHI or other personally identifiable information. In the event OCR finds that we have failed to comply with applicable HIPAA privacy and security standards, we could face civil and criminal penalties.
We may also be required to notify government authorities, affected individuals, the media, or other third parties in connection with a security incident or breach involving PHI or other personally identifiable information. If OCR determines that we have failed to comply with applicable HIPAA privacy or security standards, we could face civil or criminal penalties.
These provisions include the ability of our Board to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
These provisions include, among other things, the ability of our Board to designate the terms of and issue new series of preferred shares without stockholder approval, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
We believe that our company culture, which promotes accountability, attention to detail, communication, and support for others, has been critical to our success.
We believe that our company culture, which promotes accountability, attention to detail, communication, and support for others, has contributed to our success.
The operation of aircraft is subject to various risks, and demand for air transportation has and may in the future be impacted by accidents or other safety issues regardless of whether such accidents or issues involve Blade flights, our third-party aircraft operators, aircraft flown by our third-party aircraft operators or Blade-owned aircraft.
The operation of aircraft is subject to various inherent risks, and demand for air transportation has been, and may in the future be, impacted by accidents or other safety issues in the aviation industry, regardless of whether such accidents or issues involve our flights, our third-party aircraft operators, aircraft flown by our third-party aircraft operators or Strata-owned aircraft.
The value of the liability related to the Warrants is determined by the warrants’ market price, which is driven mainly by the share price of our common stock. Changes in the warrants’ market price may have a material impact on the estimated fair value of the embedded derivative liability.
The value of the warrant liability is primarily determined by the warrants’ market price, which is driven mainly by the share price of our common stock. Changes in the warrants’ market price may have a material impact on the estimated fair value of the embedded derivative liability.
Legal and Regulatory Risks Related to Our Business Our business is subject to a wide variety of extensive and evolving laws and regulations, which may result in increases in our costs, disruptions to our operations, limits on our operating flexibility, reductions in the demand for air travel, and competitive disadvantages.
Legal and Regulatory Risks Related to Our Business Our business is subject to a wide variety of extensive and evolving laws and regulations, which may result in increases in our costs, disruptions to our operations, limits on our operating flexibility, and competitive disadvantages.
Our issuance of additional common stock or other equity securities could have one or more of the following effects: 34 Table of Contents • our existing stockholders’ proportionate ownership interest in us will decrease; • the amount of cash available per share, including for payment of dividends in the future, may decrease; • the relative voting strength of each previously outstanding share of common stock may be diminished; and • the market price of our common stock may decline.
The issuance of additional common stock or other equity securities, or the perception that such issuances may occur, could have one or more of the following effects: • our existing stockholders’ proportionate ownership interest in us may decrease; • the amount of cash available per share, including for payment of dividends in the future, may decrease; • the relative voting strength of each previously outstanding share of common stock may be diminished; and • the market price of our common stock may decline.
Failure to comply with federal, state, and foreign laws and regulations relating to privacy, data protection, and consumer protection, or the expansion of current laws and regulations or the enactment of new laws or regulations in these areas, could adversely affect our business and our financial condition.
Failure to comply with laws and regulations relating to privacy, data protection, cybersecurity, healthcare information, and consumer protection, or the expansion of current laws and regulations or the enactment of new laws or regulations in these areas, could adversely affect our business and our financial condition.
We are subject to a wide variety of laws in the United States and other jurisdictions related to privacy, data protection, and consumer protection that are often complex and subject to varying interpretations.
We are subject to a wide variety of laws in the United States related to privacy, data protection, cybersecurity, healthcare information, and consumer protection that are often complex and subject to varying interpretations.
If we fail to balance the interests of third-party aircraft operators and fliers or make changes that they view negatively, third-party aircraft operators and fliers may stop using our platform or take fewer flights, any of which could adversely affect our reputation, brand, business, financial condition, and results of operations.
If we fail to balance the interests of third-party aircraft operators and customers or make changes that they view negatively, third-party aircraft operators and customers may stop using our platform or use our platform less frequently, any of which could adversely affect our reputation, brand, business, financial condition, and results of operations.
Risks Related to Our Business and Growth Strategy We have incurred significant losses since inception. We expect to incur losses in the future, and we may not be able to achieve or maintain profitability. We have incurred significant losses since inception.
Risks Related to Our Business and Growth Strategy We have incurred significant losses since inception and may continue to incur net losses from continuing operations in the future, and we may not be able to achieve or maintain profitability. We have incurred significant losses since inception and may continue to incur losses in the future.
We use open source software in connection with our platform and plan to continue using open-source software in the future. Some licenses governing the use of open-source software contain requirements that we make available source code for modifications or derivative works we create based upon the open-source software.
We use open-source software in connection with our platform , including our medical logistics coordination, organ tracking and operational systems, and plan to continue using open-source software in the future. Some licenses governing the use of open-source software contain requirements that we make available source code for modifications or derivative works we create based upon the open-source software.
We face a number of challenges that may affect our ability to sustain our corporate culture, including: • failure to identify, attract, reward, and retain people in leadership positions in our organization who share and further our culture, values, and mission; • the increasing size and geographic diversity of our workforce; • competitive pressures to move in directions that may divert us from our mission, vision, and values; • the continued challenges of a rapidly-evolving industry; • the increasing need to develop expertise in new areas of business that affect us; • negative perception of our treatment of employees or our response to employee sentiment related to political or social causes or actions of management; and • the integration of new personnel and businesses from acquisitions.
As we continue to grow and evolve as a medical logistics and clinical services organization, we face a number of challenges that may affect our ability to sustain our corporate culture, including: • failure to identify, attract, reward, and retain people in leadership positions in our organization who share and further our culture, values, and mission; • the increasing size, geographic diversity, and operational complexity of our workforce and partner network; • competitive pressures to move in directions that may divert us from our mission, vision, and values; 20 Table of Contents • the continued challenges of operating in a rapidly-evolving and highly-regulated industry; • the increasing need to develop expertise in new areas of business that affect us; • negative perception of our treatment of employees or our response to employee sentiment related to political or social causes or actions of management; and • the integration of new personnel and businesses from acquisitions.
Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings and the federal district courts as the sole and exclusive forum for other types of actions and proceedings, in each case, that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with the Company or our directors, officers, or other employees.
As a result, these provisions could limit the price that investors might be willing to pay for our common stock. 32 Table of Contents Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings and the federal district courts as the sole and exclusive forum for other types of actions and proceedings, in each case, that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with the Company or our directors, officers, or other employees.
Our business depends in part on the demand for private air transportation of organs for transplant. However, advancements in medical preservation technology or improvements in commercial air logistics could reduce the need for our services.
Our business depends in part on the demand for private air transportation of organs for transplant. However, advancements in medical preservation technology, new medical devices or other technological developments or improvements in commercial air logistics could, over time, reduce the need for our services.
Although we monitor our use of open-source software, we cannot provide assurance that all open-source software is reviewed prior to use in our platform, that our developers have not incorporated open-source software into our platform that we are unaware of, or that they will not do so in the future.
Although we monitor our use of open-source software, we cannot provide assurance that all open-source components are identified, reviewed or properly integrated prior to deployment, that our developers have not incorporated open-source software into our systems that we are unaware of, or that they will not do so in the future.
Furthermore, prolonged or complex investigations, even if they do not result in regulatory or other proceedings or adverse findings, may result in significant costs that may not be covered by insurance and in diversion of employee resources.
Furthermore, prolonged or complex investigations, even if they do not result in regulatory or other proceedings or adverse findings, may result in significant costs that may not be covered by insurance and may divert employee resources from core business activities.
The requirements of these rules and regulations have increased and may continue to increase our legal, accounting, and financial compliance costs, have made some activities more difficult, time-consuming, and costly and have placed significant strain on our personnel, systems, and resources. SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.
Compliance with these requirements has increased, and may continue to increase, our legal, accounting, and financial compliance costs, has made certain activities more difficult, time-consuming, and costly, and has placed significant demands on our personnel, systems, and resources. SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting.
If the costs of maintaining adequate insurance coverage increase for us or our third-party operators significantly in the future, our operating results could be materially adversely affected and we may have to increase the prices paid by our fliers, which could adversely affect demand for our services and harm our business.
If the costs of maintaining adequate insurance coverage increase significantly for us or our third-party operators, our operating results could be materially adversely affected and we may have to increase prices charged to our customers, which could reduce demand for our services and harm our business.
We expect to continue to incur net losses for the foreseeable future as we focus on growing our services in both the United States and internationally.
We may continue to incur net losses for the foreseeable future as we focus on growing our services in the United States.
Our systems, or those of third parties upon which we rely, may experience service interruptions, outages, or degradation because of hardware and software defects or malfunctions, human error, or malfeasance by third parties or our employees, contractors, or service providers, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, cyberattacks, or other events.
Our technology systems, including logistics coordination tools, data tracking systems, customer-facing applications and backend infrastructure, as well as those of third parties upon which we rely, may experience service interruptions, outages, or degradation because of hardware and software defects or malfunctions, human error, or malfeasance by third parties or our employees, contractors, or service providers, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, cyberattacks, or other events.
Additional risks and uncertainties 10 Table of Contents not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock and warrants.
The risks and uncertainties in this Annual Report are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock and warrants.
At each reporting period, the accounting treatment of the Warrants will be re-evaluated for proper accounting treatment as a liability or equity, and the fair value of the liability of the public and private warrants will be remeasured. The change in the fair value of the liability will be recorded as other income (expense) in our consolidated statement of operations.
At each reporting period, the accounting treatment of the Warrants is re-evaluated for proper accounting treatment as a liability or equity, and the fair value of the warrant liability is remeasured. Changes in the fair value of the warrant liability are recorded as other income (expense) in our consolidated statement of operations.
We could suffer losses and adverse publicity stemming from any accident involving small aircraft, helicopters, or charter flights and, in particular, from any accident involving our third-party aircraft operators.
Operation of aircraft involves a degree of inherent risk. We could suffer losses and adverse publicity stemming from any accident involving small aircraft, helicopters, or charter flights and, in particular, from any accident involving our third-party aircraft operators.
We are dependent on a finite number of certificated third-party aircraft operators to primarily provide our services.
We are dependent on a finite number of certificated third-party aircraft operators to provide aircraft used in connection with our services.
Depending on the nature of the information compromised, we may also have obligations to notify users, law enforcement, government authorities, payment companies, consumer reporting agencies, or the media about the incident and may be required to expend additional resources in connection with investigating and remediating such an incident, and otherwise complying with applicable privacy and data security laws.
Depending on the nature of the information compromised, we may also have obligations to notify customers, users, business partners, law enforcement, governmental authorities, payment companies, consumer reporting agencies, or the media about the incident and may be required to expend additional resources in connection with investigating and remediating such an incident.
We have the ability to redeem outstanding Warrants at any time prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the Warrant holders.
We may redeem unexpired Warrants held by former EIC stockholders prior to their exercise at a time that is disadvantageous to those stockholders, thereby making such Warrants worthless. 31 Table of Contents We have the ability to redeem outstanding Warrants at any time prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the Warrant holders.
Should we experience complications with any of these third-party contractors or their aircraft, we may need to delay or cancel flights. We face the risk that any of our contractors may not fulfill their contracts and deliver their services on a timely basis, or at all. We have experienced, and may in the future experience, operational complications with our contractors.
We face the risk that any of our contractors may not fulfill their contracts and deliver their services on a timely basis, or at all. We have experienced, and may in the future experience, operational complications with our contractors.
While we believe we take reasonable 27 Table of Contents steps to secure these information technology networks and systems, and the data processed, transmitted, and stored thereon, such networks, systems, and data, especially with the continued development and increased usage of artificial intelligence, may be susceptible to cyberattacks, viruses, malware, or other unauthorized access or damage (including by environmental, malicious, or negligent acts), which could result in unauthorized access to, or the release and public exposure of, our proprietary information or our users’ personal information.
While we believe we take reasonable steps to secure these information technology networks and systems, and the data processed, transmitted, and stored thereon, such networks, systems, and data may be susceptible to cyberattacks, viruses, malware, or other unauthorized access or damage (including by environmental, malicious, or negligent acts), which could result in unauthorized access to, or the release and public exposure of, our proprietary information or sensitive customer information.
If we are unable to properly protect the privacy and security of PHI entrusted to us, we could be found to have breached our contracts with our customers and/or be subject to investigation by the HHS Office for Civil Rights (“OCR”).
If we are unable to properly protect the privacy and security of PHI entrusted to us, we could be found to have breached our contractual obligations with customers and/or be subject to investigation by the U.S. Department of Health and Human Services Office for Civil Rights (“OCR”).
As a result, these privacy, data protection, and consumer protection laws may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies and such changes or developments may be contrary to our existing practices.
As a result, these laws may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, and such changes or developments may be contrary to our existing practices. This may cause us to expend resources on updating, changing, or eliminating some of our privacy and data protection practices.
A significant data breach or any failure, or perceived failure, by us to comply with any federal, state, or foreign privacy laws, regulations, or other principles or orders to which we may be subject could adversely affect our reputation, brand, and business, and may result in claims, investigations, proceedings, or actions against us by governmental entities, litigation, including class action litigation, from our fliers, fines, penalties, or other liabilities, or require us to change our operations or cease using certain data sets.
A significant data breach or any failure, or perceived failure, by us to comply with applicable privacy or data security laws or contractual obligations could adversely affect our reputation, brand, and business and may result in claims, investigations, proceedings, or actions against us by governmental entities, litigation, including class actions, fines, penalties, or other liabilities, or require us to change our operations or cease using certain data sets.
If we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.
We are highly dependent on our senior management team and other highly skilled personnel. If we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.
We have in the past, and could be in the future, subject to data breaches.
We have in the past been, and could in the future be, subject to data breaches or other security incidents.
The U.S. federal and state governments continue to propose and implement healthcare legislation and regulatory changes that may impact the availability, cost, and reimbursement of medical transportation services, including organ procurement logistics. Ongoing healthcare reform efforts, particularly those related to organ procurement and transplantation, could materially affect our business, financial condition, and results of operations.
The U.S. federal and state governments continue to propose and implement legislation and regulatory changes that may impact the availability, cost and reimbursement of organ procurement, medical logistics and related services. Ongoing healthcare reform efforts, particularly those affecting organ procurement organizations (“OPOs”), transplant centers and organ allocation policies, may materially affect our business.
The ability of our contractors to effectively satisfy our requirements could also be impacted by any such contractor’s financial difficulty or damage to their operations caused by fire, terrorist attack, natural disaster and public health threats. The failure of any contractors to perform to our expectations could result in delayed or canceled flights and harm our business.
The ability of our contractors to effectively satisfy our requirements could also be impacted by factors outside of our control, including any such contractor’s financial difficulty or damage to their operations caused by fire, terrorist attack, natural disaster and public health threats.
However, the steps we take to protect our intellectual property may be inadequate, and unauthorized parties may attempt to copy aspects of our intellectual property or obtain and use information that we regard as proprietary and, if successful, may potentially cause us to lose market share, harm our ability to compete, and result in reduced revenue.
However, the steps we take to protect our intellectual property may be inadequate, and unauthorized parties may attempt to copy aspects of our intellectual property or obtain and use information that we regard as proprietary, including through employee mobility, third-party service provider access or other inadvertent disclosures, which could cause us to lose market share, harm our ability to compete, and result in reduced revenue.
In the past, we have identified material weaknesses in our internal control over financial reporting which we have remedied.
In the past, we have identified material weaknesses in our internal control over financial reporting that we believe have been remediated.
Though we intend to continue to service the majority of our demand utilizing aircraft that are owned and operated by third parties, purchasing aircraft represents an evolution of our “asset-light” business model, as there are risks associated with owning or operating any number of aircraft.
Although we intend to continue to service the majority of our demand utilizing aircraft that are owned and operated by third parties, purchasing aircraft represents an evolution of our historically “asset-light” business model and could expose us to risks associated with aircraft ownership or operation.
The California Privacy Protection Act of 2018, as amended by the California Privacy Rights Act of 2020 (CCPA), provides data privacy rights for consumers in California and operational requirements for companies doing business in California. Compliance with these obligations depends in part on how the regulators responsible for enforcing the CCPA interpret and apply them.
The California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (CCPA), and similar state privacy laws impose data privacy rights and operational requirements on companies doing business with residents of those states. Compliance with these obligations depends in part on how regulators interpret and apply them.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeFor a discussion of whether and how any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition, see Item 1A.
Biggest changeBased on our current assessment, we do not believe that risks from cybersecurity threats are reasonably likely to materially affect the Company's business strategy, results of operations, or financial condition. However, cybersecurity threats continue to evolve, and there can be no assurance that future cybersecurity incidents will not have a material adverse effect on our business.
We 36 Table of Contents maintain formal processes to oversee our third-party service providers, including regular security reviews and continuous monitoring to identify and mitigate potential cybersecurity risks associated with these relationships. The company maintains safeguards including employee training, incident response reviews and exercises, cybersecurity insurance, and business continuity plans to protect its assets.
We require key third-party service providers to maintain appropriate security certifications and comply with our security standards. The Company maintains multiple layers of safeguards to protect its information systems and data, including technical controls, employee cybersecurity awareness training, incident response procedures and regular exercises, cybersecurity insurance coverage, disaster recovery capabilities, and business continuity plans.
We engage leading cybersecurity firms to enhance our security posture. Additionally, we regularly undergo independent third-party security assessments and audits to evaluate and strengthen our cybersecurity controls and practices.
We engage leading cybersecurity consulting firms and independent third-party assessors to evaluate our security posture, conduct specialized security assessments, and perform regular audits of our cybersecurity controls and practices. These engagements provide external validation of our security measures and help identify areas for improvement.
Risk Factors “—Risks Related to Intellectual Property, Cybersecurity, Information Technology and Data Management Practices” in this Annual Report, which are incorporated by reference into this Item 1C .
For additional discussion of cybersecurity risks, see Item 1A. Risk Factors "—Risks Related to Intellectual Property, Cybersecurity, Information Technology and Data Management Practices" in this Annual Report. Governance The Board of Directors has delegated primary responsibility for cybersecurity risk oversight to the Audit Committee, which conducts quarterly reviews of the Company's cybersecurity posture.
Removed
Item 1C. Cybersecurity Governance, Risk Management and Strategy Blade’s cybersecurity risk management processes are integrated into our broader risk management framework, Blade’s cybersecurity is overseen by our senior management team, comprising leaders from Information Technology, Product Development, Finance, Human Resources, and Legal departments.
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Item 1C. Cybersecurity Risk Management and Strategy Strata's cybersecurity risk management processes are integrated into our broader enterprise risk management framework. We have established comprehensive processes for assessing, identifying, and managing material risks from cybersecurity threats, which include regular threat assessments, vulnerability scanning, penetration testing, and continuous monitoring of our information systems and infrastructure.
Removed
Our Chief Financial Officer, Vice President of Engineering and the Audit Committee of our Board of Directors conduct quarterly reviews of the organization's cybersecurity posture, with additional meetings when specific situations arise. The Company has processes in place to update the Board in the event of a material cybersecurity incident.
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We maintain formal processes to oversee and identify cybersecurity risks associated with our use of third-party service providers. This includes conducting security assessments of third-party vendors prior to engagement, requiring contractual security obligations, performing ongoing security reviews, and implementing continuous monitoring to identify and mitigate potential cybersecurity risks in our vendor relationships.
Removed
The Board of Directors has delegated primary responsibility for cybersecurity risk assessment and management to the executive management team. Within this framework, the Director of Cybersecurity and Vice President of Engineering jointly oversee the company's cybersecurity operations and lead the cybersecurity leadership team.
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We utilize third-party cybersecurity monitoring and threat detection services to identify and respond to potential threats in real-time, helping to minimize potential disruption to our business and operations. To date, the Company has not experienced any cybersecurity incidents that have materially affected the Company's business strategy, results of operations, or financial condition.
Removed
The Director of Cybersecurity, who possesses more than 25 years of experience in information technology and cybersecurity, directs the implementation of IT strategy and services across the Company's operations. The Vice President of Engineering, also with more than 25 years of relevant experience, maintains supervisory authority over the Director of Cybersecurity's functions.
Added
While we face cybersecurity threats common to companies in the healthcare services industry, including risks related to ransomware, phishing attempts, and potential unauthorized access to systems containing protected health information, we believe that our cybersecurity risk management processes and controls are adequate to address these threats.
Removed
Discussions in these meetings cover issues important to Blade’s cybersecurity, which may include: • Cybersecurity Threat Landscape: Emerging threats and trends; • Incident Reports: Recent incidents and responses; • Vulnerability Assessments and Penetration Testing: Identified vulnerabilities, remediation progress, and penetration testing results; • Compliance: Adherence to laws, regulations, and standards; • Security Policies and Procedures: Review and updates; • Employee Training and Awareness: Training programs and awareness initiatives; • Risk Management: Strategies to mitigate risks; • Technology and Security Infrastructure: IT security and new technologies; • Cybersecurity Insurance: Coverage and policy adequacy; • Disaster Recovery and Business Continuity: Readiness and plan effectiveness’; and • Performance Metrics: Effectiveness of security posture.
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The Audit Committee receives regular reports from management regarding cybersecurity risks, incidents, and the effectiveness of our cybersecurity program. The full Board is informed about cybersecurity matters through Audit Committee reports and receives updates on material cybersecurity risks and incidents as they arise.
Removed
Processes are regularly reviewed by internal and external experts. A third-party cybersecurity monitoring and protection service is used to detect and respond to threats, helping minimize disruption to business and operations. To date, the Company has not experienced any material cybersecurity incidents and expenses incurred from cybersecurity incidents were immaterial (including penalties and settlements, of which there were none).
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At the management level, the Vice President of Technology has primary responsibility for overseeing the Company's cybersecurity program. They have over 20 years of experience in senior technology leadership roles and oversees IT infrastructure, application development, security compliance, and technology initiatives across the organization.
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Day-to-day management of our cybersecurity program is led by the Director of Cybersecurity, who reports to the VP of Technology and is responsible for implementing security controls, managing incident response, and coordinating with third-party security providers. The cybersecurity leadership team meets regularly to review threat intelligence, assess vulnerabilities, evaluate security incidents, and monitor compliance with security policies and procedures.
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These meetings include review of security metrics, incident reports, remediation status, and emerging threats relevant to the healthcare industry. The VP of Technology and Co-CEO provide regular updates to the Audit Committee on cybersecurity matters, including significant security incidents, changes to the threat landscape, and the status of key security initiatives.
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This reporting structure ensures that cybersecurity risks and incidents are escalated appropriately and that the Board maintains effective oversight of the Company's cybersecurity program. 34 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAdditionally, in 2024, we purchased a tenth aircraft and assumed full operational control, though legal title remains with the seller, M&N, who also operates the aircraft. The purchase price has been fully paid and is held as a deposit until title transfer to Blade, which is expected in 2025.
Biggest changeAircraft Assets As of December 31, 2025, we owned nine Hawker 800 series midsize jets that support Strata’s Logistics segment. Additionally, in 2024, we purchased a tenth aircraft and assumed full operational control, though legal title remains with the seller, M&N, who also operates the aircraft.
All aircraft are maintained in accordance with FAA regulations and industry standards to ensure operational safety and reliability. In addition to the ten aircraft discussed above, Blade has contractual relationships with various aircraft operators to provide aircraft service under CPAs, some of which contain embedded aircraft leases.
All aircraft are maintained in accordance with FAA regulations and industry standards to ensure operational safety and reliability. In addition to the ten aircraft discussed above, Strata has contractual relationships with various aircraft operators to provide aircraft service under CPAs, some of which contain embedded aircraft leases.
These aircraft are operated and maintained by third-party service providers under Blade’s oversight and are strategically based across key airports in Bedford, Massachusetts; Teterboro, New Jersey; Scottsdale, Arizona; and Denver, Colorado to support our operations efficiently. All aircraft undergo routine maintenance, inspection and certification processes, which may, at times, require temporary relocation to third-party maintenance facilities.
These aircraft are operated and maintained by third-party service providers under Strata's oversight and are strategically based across key airports in Bedford, Massachusetts; Teterboro, New Jersey; Scottsdale, Arizona; Madison, Wisconsin; and Denver, Colorado to support our operations efficiently. All aircraft undergo routine maintenance, inspection and certification processes, which may, at times, require temporary relocation to third-party maintenance facilities.
Under these CPAs, the Company pays the operator contractually agreed fees (carrier costs) for operating these flights. The fees are generally based on fixed hourly rates for flight time multiplied by hours flown. See Note 6 to the consolidated financial statements included in this Annual Report for additional information.
Under these CPAs, the Company pays the operator contractually agreed fees (carrier costs) for operating these flights. The fees are generally based on fixed hourly rates multiplied by hours flown.
Item 2. Properties Offices and Branded Terminals Our corporate headquarters is located in New York, New York. We use this facility for finance and accounting, legal, talent management, technology, marketing, sales and other administrative functions.
Item 2. Properties Offices and Operating Locations Our corporate headquarters is located in New York, New York. This facility supports our executive leadership and centralized corporate functions, including for technology, finance and accounting, legal, and other administrative functions.
This aircraft has been in service for Blade since late September 2024. Our fleet has an average age of 26 years and an average seating capacity of 8 seats per aircraft. Our fleet is painted in white with varying stripe colors, and all aircraft display the “Blade” logo in black or blue.
The purchase price has been fully paid and is held as a deposit until title transfer to Strata. This aircraft has been in service for Strata since late September 2024. Our fleet has an average age of 27 years and an average seating capacity of 8 seats per aircraft.
Removed
We also maintain, primarily for the Passenger segment, branded terminals for the use of Blade fliers and customer experience personnel pursuant to leases, licenses or permits with operators of various heliports and airports in New York, New York, Newark, New Jersey, Cannes, France, Nice, France and Monte Carlo, Monaco.
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Our operations center is in Chandler, Arizona, which is staffed 24/7/365 to support coordination of trips in our Logistics segment, clinical services, and other operational and administrative functions. Managers and executives in our Logistics business work from our operations center in Arizona except for those in Organ Placement, who operate remotely. Our Clinical segment operates with a distributed workforce.
Removed
Our wholly-owned subsidiary Trinity, which is part of the Medical reporting segment, operates from Chandler, Arizona, Blade Europe, which is part of the Passenger reporting segment, operates from offices in Cannes, France and Monte Carlo, Monaco. Aircraft Assets As of December 31, 2024, we owned nine Hawker 800 series midsize jets, all of which are dedicated to Blade’s Medical segment.
Added
Staff and equipment are typically based at or near the hospitals and Organ Procurement Organizations they primarily support, with certain transplant clinical staff and equipment positioned at air logistics hubs to enable more efficient deployment. Managers and executives in our Clinical business work remotely, enabling them to frequently engage with and support our geographically dispersed workforce.
Added
Our fleet is painted in white with varying stripe colors, and all aircraft will display the “Strata” logo in black or blue by the end of 2026.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe operative complaint alleges, amongst other things, that the 37 Table of Contents proxy statement related to the acquisition of Old Blade insufficiently disclosed EIC’s cash position, Old Blade’s value prospects and risks, and information related to Old Blade’s chief executive officer, who is also our current chief executive officer.
Biggest changeThe operative complaint alleges, amongst other things, that the proxy statement related to the acquisition of Old Blade insufficiently disclosed EIC’s cash position, Old Blade’s value prospects and risks, and information related to Old Blade’s chief executive officer, who was also the Company’s former chief executive officer. The consolidated complaints seek, among other things, damages and attorneys’ fees and costs.
In February 2024, two putative class action lawsuits relating to the acquisition of Blade Urban Air Mobility, Inc. (“Old Blade”) were filed in the Delaware Court of Chancery. On April 16, 2024, these cases were consolidated under the caption Drulias et al. v. Affeldt, et al., C.A. No. 2024-0161-SG (Del. Ch.) (“Drulias”).
In February 2024, two putative class action lawsuits relating to the acquisition of Blade Urban Air Mobility, Inc. (“Old Blade”) were filed in the Delaware Court of Chancery. On April 16, 2024, these cases were consolidated under the caption Drulias et al. v. Affeldt, et al., C.A. No. 2024-0161-SG (Del. Ch.) (“ Drulias ”).
Item 3. Legal Proceedings In the opinion of management, other than as described below, we are not involved in any claims, legal actions, or regulatory proceedings as of December 31, 2024, the ultimate disposition of which would have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
Item 3. Legal Proceedings In the opinion of management, other than as described below, we are not involved in any claims, legal actions, or regulatory proceedings as of December 31, 2025, the ultimate disposition of which would have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
Removed
The consolidated complaints seeks, among other things, damages and attorneys’ fees and costs. Litigation is ongoing. The Company believes that all claims in the lawsuit are without merit and intends to defend itself vigorously against them. Item 4. Mine Safety Disclosures Not applicable. Part II
Added
Litigation is ongoing. On December 16, 2025, the parties entered into a Stipulation of Settlement to fully resolve the matter, subject to certain customary conditions including Court approval. The Company made the settlement payment in December 2025. Item 4. Mine Safety Disclosures Not applicable. Part II 35 Table of Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities Market Information Our common stock is traded on The Nasdaq Capital Markets under the symbol “BLDE”. Holders On March 3, 2025, the Company had 28 holders of record of our common stock.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities Market Information Our common stock is traded on The Nasdaq Capital Markets under the symbol “SRTA”. Holders On February 24, 2026, the Company had 27 holders of record of our common stock.
Purchases of Equity Securities by Issuer During the three months ended December 31, 2024, we did not purchase any of our securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934. Recent Sales of Unregistered Securities None.
Purchases of Equity Securities by Issuer During the three months ended December 31, 2025, we did not purchase any of our securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934. Recent Sales of Unregistered Securities None.
Securities Authorized for Issuance Under Equity Compensation Plans See Part III, Item 12 of this Annual Report and Note 7 to the consolidated financial statements included in this Annual Report for additional information. Item 6. [Reserved]
Securities Authorized for Issuance Under Equity Compensation Plans See Part III, Item 12 of this Annual Report and Note 10 to the consolidated financial statements included in this Annual Report for additional information. Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe trend and timing of our brand marketing expenses will depend in part on the timing of our expansion into new markets and other marketing campaigns. 43 Table of Contents Results of Operations The following table presents our consolidated statements of operations for the periods indicated: Year Ended December 31, 2024 % of Revenue 2023 % of Revenue (in thousands, except share and per share data) Revenue $ 248,693 100% $ 225,180 100% Operating expenses Cost of revenue 189,774 76% 183,058 81% Software development 3,184 1% 4,627 2% General and administrative 81,711 33% 95,174 42% Selling and marketing 7,950 3% 10,438 5% Total operating expenses 282,619 114% 293,297 130% Loss from operations (33,926) (68,117) Other non-operating income (expense) Interest income 7,214 8,442 Change in fair value of warrant liabilities (850) 2,125 Realized gain from sales of short-term investments — 8 Total other non-operating income 6,364 10,575 Loss before income taxes (27,562) (57,542) Income tax benefit (255) (1,466) Net loss $ (27,307) $ (56,076) Net loss per share, basic and diluted $ (0.35) $ (0.76) Weighted-average number of shares outstanding, basic and diluted 77,499,423 73,524,476 44 Table of Contents Comparison of the Years Ended December 31, 2024 and 2023 Revenue Disaggregated revenue by product line was as follows: Year Ended December 31, 2024 2023 % Change (in thousands, except percentages) Product Line: Short Distance $ 72,203 $ 70,700 2.1 % Jet and Other 29,673 27,876 6.4 % MediMobility Organ Transport 146,817 126,604 16.0 % Total Revenue $ 248,693 $ 225,180 10.4 % For the years ended December 31, 2024 and 2023, revenue increased by $23.5 million or 10.4%, from $225.2 million in 2023 to $248.7 million in 2024.
Biggest changeSee Note 5 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information. 41 Table of Contents Results of Operations The following table presents our consolidated statements of operations for the periods indicated: Year Ended December 31, 2025 % of Revenue 2024 % of Revenue (in thousands, except share and per share data) Revenue $ 197,141 100% $ 146,817 100% Cost of revenue 156,015 79% 117,228 80% Gross Profit 41,126 21% 29,589 20% Operating expenses Selling, general and administrative 60,875 31% 50,856 35% Amortization of intangible assets 2,604 1% 1,258 1% Total operating expenses 63,479 32% 52,114 35% Operating loss from continuing operations (22,353) (22,525) Other non-operating income (loss) Interest income 4,241 7,214 Change in fair value of warrant liabilities 4,278 (850) Change in fair value of assets and other liabilities (1,037) — Realized loss from sales of short-term investments (5,195) — Total other non-operating income 2,287 6,364 Loss from continuing operations before income taxes (20,066) (16,161) Income tax expense (benefit) from continuing operations — — Net loss from continuing operations $ (20,066) $ (16,161) Net income (loss) from discontinued operations 61,413 (11,146) Net income (loss) $ 41,347 $ (27,307) Basic and diluted earnings (loss) per share Continuing operations $ (0.24) $ (0.21) Discontinued operations $ 0.75 $ (0.14) Total basic and diluted earnings (loss) per share $ 0.50 $ (0.35) Weighted-average number of shares outstanding, basic and diluted 82,092,345 77,499,423 42 Table of Contents Comparison of Years Ended December 31, 2025 and 2024 Revenue Disaggregated revenue by segment was as follows: Year Ended December 31, 2025 2024 % Change (in thousands, except percentages) Logistics Logistics $ 176,793 $ 146,817 20.4 % Clinical Transplant clinical $ 8,964 $ — NM(1) Other clinical 11,384 — NM(1) Total Clinical $ 20,348 $ — NM(1) Total revenue $ 197,141 $ 146,817 34.3 % (1) Percentage not meaningful.
Blade provides guaranteed flight commitments to some of our third-party operators through capacity purchase agreements (“CPAs”), which enable Blade to ensure dedicated access to such aircraft with enhanced crew availability, lower costs and, in many cases, the ability to unlock more favorable rates when flying more than the minimum number of hours we guarantee to the operator.
Strata provides guaranteed flight commitments to some of our third-party operators through capacity purchase agreements (“CPAs”), which enable Strata to ensure dedicated access to such aircraft with enhanced crew availability, lower costs and, in many cases, the ability to unlock more favorable rates when flying more than the minimum number of hours we guarantee to the operator.
For information on the Company’s significant accounting policies and estimates refer to Note 2 “Summary of Significant Accounting Policies” and the “Use of Estimates” section of Note 1 “Business and Basis of Presentation” in the consolidated financial statements included in this Annual Report.
For information on the Company’s significant accounting policies and estimates refer to Note 2 “Summary of Significant Accounting Policies” and the “Use of Estimates” section of Note 1 “Business and Basis of Presentation” in the consolidated financial statements included in this Annual Report on Form 10-K.
Adjusted EBITDA Adjusted EBITDA is defined as net loss adjusted to exclude (1) depreciation and amortization, (2) stock-based compensation, (3) change in fair value of warrant liabilities, (4) interest income and expense, (5) income tax, (6) realized gains and losses on short-term investments, (7) impairment of intangible assets and (8) certain other non-recurring items (shown below) that management does not believe are indicative of ongoing Company operating performance and would impact the comparability of results between periods.
Adjusted EBITDA Adjusted EBITDA is 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 other assets and liabilities; (4) interest income (5) income tax; (6) realized gains and losses on short-term investments; (7) impairment of intangible assets or property and equipment; and (8) 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.
The $3.0 million of cash used for working capital requirements was primarily driven by a decrease in accounts payable and accrued expenses of $8.3 million, driven by the cash payment for the Trinity contingent consideration compensation in the first quarter, an increase in accounts receivable of $1.0 million (attributable to the revenue growth in the Medical segment) and a decrease in deferred revenue of $0.1 million; partially offset by a decrease in prepaid expenses and other current assets of $6.4 million (driven by the utilization of $9.3 million of prepaid deposits under CPAs with M&N Equipment, LLC as part of the purchase of seven aircraft, slightly offset by new prepayments made to operators in connection with new CPAs).
The net cash used of $3.0 million from changes in our working capital assets and liabilities was primarily driven by a decrease in accounts payable and accrued expenses of $8.3 million, due to the cash payment for the Trinity contingent consideration compensation in the first quarter, an increase in accounts receivable of $1.0 million (attributable to revenue growth) and a decrease in deferred revenue of $0.1 million; partially offset by a decrease in prepaid expenses and other current assets of $6.4 million (driven by the utilization of $9.3 million of prepaid deposits under CPAs with M&N Equipment, LLC as part of the purchase of seven aircraft partially offset by new prepayments made to operators in connection with new CPAs).
Additionally, a significant portion of Blade trips are flown by safety-vetted operators to whom Blade makes no commitments, providing us with additional flexible capacity for high demand periods. Over the course of 2024, we acquired ten fixed wing aircraft that are currently dedicated to the Medical segment.
Additionally, a significant portion of trips are flown by safety-vetted operators to whom we make no commitments, providing us with additional flexible capacity for high demand periods. Over the course of 2024, we acquired ten fixed wing aircraft that are dedicated to the Logistics segment.
GAAP results, provide useful information to investors by providing a more focused measure of operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making.
GAAP results, provide useful information to investors by providing a more focused measure of operating results, enhancing the 45 Table of Contents overall understanding of past financial performance and future prospects, and allowing for greater transparency with respect to a key metric used by management in its financial and operational decision making.
Cash (Used In) / Provided by Investing Activities For the year ended December 31, 2024, net cash used in investing activities was $1.0 million, driven by $143.3 million in purchases of held-to-maturity investments; $30.9 million in purchases of property and equipment, consisting primarily of $27.1 million in the acquisition of ten aircraft and related capitalized maintenance costs, utilized by the Medical segment, with the remaining in furniture and fixtures (for new office space in Arizona used by the Medical segment), and purchase of vehicles utilized by the Medical segment for organ ground transportation; $2.2 million in consideration paid for the acquisition of CJK and $2.1 million in capitalized software development costs, offset by $177.5 million of proceeds from maturities of held-to-maturity investments.
For the year ended December 31, 2024, net cash used in investing activities was $1.0 million, driven by $143.3 million in purchases of held-to-maturity investments, $30.9 million in purchases of property and equipment, consisting primarily of $27.1 million in the acquisition of ten aircraft and related capitalized maintenance costs to support the Logistics segment, with the remainder related to furniture and fixtures for new office space in Arizona and vehicles used in generating revenue 48 Table of Contents by the Logistics segment, $2.2 million in consideration paid for the acquisition of CJK and $2.1 million in capitalized software development costs, partially offset by $177.5 million of proceeds from maturities of held-to-maturity investments.
With $127.1 million of total liquid funds as of December 31, 2024, we anticipate that we have sufficient funds to meet our current operational needs for at least the next 12 months from the date of filing this Annual Report.
With $61.2 million of total liquid funds as of December 31, 2025, we anticipate that we have sufficient funds to meet our current operational needs for at least the next 12 months from the date this Annual Report is filed.
In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. For important information regarding these forward-looking statements, please see the discussion above under the caption “Note Regarding Forward-Looking Statements.” 38 Table of Contents Overview Blade Air Mobility, Inc.
In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. For important information regarding these forward-looking statements, please see the discussion above under the caption “Note Regarding Forward-Looking Statements.” Overview Strata Critical Medical, Inc.
For the year ended December 31, 2023, net cash used in financing activities was $0.1 million, primarily reflecting $0.1 million cash paid for payroll tax payments made on behalf of employees in exchange for shares withheld by the Company (“net share settlement”), partially offset by $0.1 million of proceeds from the exercise of stock options.
Cash Used In Financing Activities For the year ended December 31, 2025, net cash used in financing activities was $8.9 million, driven by $9.1 million in cash paid for payroll tax payments on behalf of employees in exchange for shares withheld by the Company; partially offset by $0.2 million of proceeds from the exercise of stock options.
We have responded to customer demand by introducing new services, such as our TOPS offering, whereby we assist customers in evaluating the suitability of potential donor organs for transplant, but they may demand services or technology that we cannot provide, which could have a material adverse effect on our business, results of operations, and financial condition.
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.
For the year ended December 31, 2023, total other non-operating income consisted of $8.4 million interest income, attributable to our short-term investments and our money market funds; and $2.1 million non-cash gain due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.
For the year ended December 31, 2024, total other non-operating income consisted of: (i) $7.2 million interest income, attributable to short-term investments and money market funds; and a (ii) $0.9 million non-cash expense due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.
All of these aircraft are operated and maintained by third-party service providers under Blade’s oversight. See Item 2. Properties “—Aircraft Assets” in this Annual Report for more information. We prioritize the use of owned aircraft and dedicated aircraft under CPAs, which provide better economies of scale.
All of these aircraft are operated and maintained by third-party service providers under Strata’s oversight. We prioritize the use of owned aircraft and dedicated aircraft under CPAs, which provide better economies of scale.
Medical segment Historically, seasonality in our MediMobility Organ Transport product line has not been significant, though our trip volumes are correlated with the overall supply of donor hearts, livers and lungs in the United States, which can be volatile due to a variety of factors.
Seasonality Our Logistics trip volumes and Clinical case volumes are correlated with the overall supply of donor hearts, livers and lungs in the United States, which can be volatile due to a variety of factors.
In addition, as of December 31, 2024 and 2023 , we had restricted cash of $1.3 million and $1.1 million, respectively. As of December 31, 2024, $108.8 million of short-term investments consisted of securities that are traded in highly liquid markets.
In addition, as of December 31, 2025 and 2024, we had restricted cash of $0.3 million and $0.3 million, respectively. As of December 31, 2025, $30.3 million of short-term investments consisted of securities that are traded in highly liquid markets. The Company had net income of $41.3 million for the year ended December 31, 2025 .
Historically, our significant demand for both Passenger and MediMobility Organ Transport flight capacity has been enough to incentivize operators to provide aircraft and crews for our use.
Ability to Secure Aircraft Capacity Historically, our ability to aggregate significant demand for flights has been enough to incentivize operators to provide aircraft and crews for our use.
Additionally, the Company has operating lease obligations related to real estate and vehicles with expected annual minimum lease payments of $2.0 million and $1.8 million for the years ending December 31, 2025 and 2026, respectively.
Additionally, the Company has operating lease obligations related to real estate and vehicles with expected annual minimum lease payments of $0.6 million in each of 2026 and 2027.
The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies. These include Adjusted EBITDA, Flight Profit and Flight Margin, which we define, explain the use of and reconcile to the nearest GAAP financial measure below.
The non-GAAP measure presented herein may not be comparable to similarly titled measures presented by other companies. Adjusted EBITDA is defined and reconciled to the nearest GAAP financial measure below.
Impact of inflation to our business We generally pay a fixed hourly rate to our third-party operators, based on flight hours flown. These rates are susceptible to inflation and are typically renegotiated on a yearly basis, though some multi-year contracts have fixed rate increases. Some contracts with operators allow for pass-through of fuel price increases above a set threshold.
These rates are susceptible to inflation and are typically renegotiated on a yearly basis, though some multi-year contracts have fixed rate increases. Some contracts with operators allow for pass-through of fuel price increases above a set threshold. For our owned aircraft, we are more directly exposed to inflation of aircraft operating expenses, including pilot salaries, fuel, insurance, parts and maintenance.
The organ transportation market is highly competitive and we compete for organ transportation business primarily on our ability to provide reliable, end-to-end air and ground transportation at competitive pricing. Increasingly, we compete directly with manufacturers of organ preservation equipment that also offer transportation or with providers that offer additional services, such as surgical organ recovery, that our customers find valuable.
Increasingly, we compete directly with manufacturers of organ preservation equipment that also offer transportation or with providers that offer additional services, such as surgical organ recovery, that our customers find valuable.
For flights offered for sale by-the-seat, Blade schedules flights based on demand analysis and takes the economic risk of aggregating fliers to optimize flight profitability, providing predictable margins for our operators. When utilizing third-party aircraft and/or aircraft operators, we typically pre-negotiate fixed hourly rates and flight times, paying only for flights actually flown, creating a predictable and flexible cost structure.
When utilizing third-party aircraft and/or aircraft operators, we typically pre-negotiate fixed hourly rates and flight times, paying only for flights actually flown, creating a predictable and flexible cost structure.
For the year ended December 31, 2023, net cash provided by investing activities was $17.1 million, driven by $264.5 million of proceeds from maturities of held-to-maturity investments, $20.5 million of proceeds from sales of other short-term investments, partially offset by $265.8 million in purchases of held-to-maturity investments, $2.1 million in purchases of property and equipment, consisting of leasehold improvements, furniture and fixtures for lounges used by the Passenger segment, and vehicles used in generating revenue by the Medical segment. 53 Table of Contents Cash Used In Financing Activities For the year ended December 31, 2024, net cash used in financing activities was $5.8 million, reflecting $5.7 million cash paid for payroll tax payments on behalf of employees in exchange for shares withheld by the Company (“net share settlement”) and $0.2 million in repurchases and retirement of common stock under the share repurchase program announced March 20, 2024; partially offset by $0.2 million of proceeds from the exercise of stock options.
For the year ended December 31, 2024, net cash used in financing activities was $5.8 million, reflecting $5.7 million in cash paid for payroll tax payments on behalf of employees in exchange for shares withheld by the Company and $0.2 million in repurchases and retirement of common stock under a share repurchase program (expired on March 31, 2025); partially offset by $0.2 million of proceeds from the exercise of stock options.
Reconciliation of Non-GAAP Financial Measures Certain non-GAAP measures included in this report have been derived from amounts calculated in accordance with GAAP but are not themselves GAAP measures. Blade believes that the non-GAAP measures discussed below, viewed in addition to and not in lieu of our reported U.S.
Reconciliation of Non-GAAP Financial Measures Adjusted EBITDA is a non-GAAP measure that has been derived from amounts calculated in accordance with GAAP, although it is not itself a GAAP measure. Strata believes that Adjusted EBITDA viewed in addition to and not in lieu of our reported U.S.
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.
Liquidity Requirements As of December 31, 2025 , the Company had net working capital of $106.4 million, cash and cash equivalents of $31.0 million and short-term investments of $30.3 million. 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.
Adjusted EBITDA improved by $17.8 million for the year ended December 31, 2024 from $(16.6) million in the same period of 2023 to $1.2 million in 2024.
Comparison of the Years Ended December 31, 2025 and 2024 Adjusted EBITDA from continuing operations improved by $10.3 million for the year ended December 31, 2025 from $3.8 million in 2024 to $14.1 million in 2025.
This enables our operator partners to 39 Table of Contents focus on training pilots, maintaining aircraft and flying, while we maintain the relationship with our customer from booking through flight arrival.
In these arrangements, pilots, maintenance, hangar, insurance, and fuel are all costs borne by our network of operators, which provide aircraft flight time to Strata at fixed hourly rates. This enables our operator partners to focus on training pilots, maintaining aircraft and flying, while we maintain the relationship with our customer from booking through flight arrival.
Those decreases were partially offset by a $0.5 million increase in stock-based compensation. 46 Table of Contents Other non-operating income (expense) Year Ended December 31, 2024 2023 % Change (in thousands, except percentages) Interest income, net $ 7,214 $ 8,442 Change in fair value of warrant liabilities (850) 2,125 Realized gain from sales of short-term investments — 8 Total other non-operating income $ 6,364 $ 10,575 (39.8)% For the year ended December 31, 2024, total other non-operating income consisted of $7.2 million interest income, attributable to our short-term investments and our money market funds; and $0.9 million non-cash loss due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.
Other Non-Operating Income Year Ended December 31, 2025 2024 % Change (in thousands, except percentages) Interest income $ 4,241 $ 7,214 Change in fair value of warrant liabilities 4,278 (850) Change in fair value of assets and other liabilities (1,037) — Realized loss from sales of short-term investments (5,195) — Total other non-operating income $ 2,287 $ 6,364 (64.1)% 44 Table of Contents For the year ended December 31, 2025, total other non-operating income consisted of: (i) $4.2 million interest income, 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) $4.3 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; (iii) $(1.0) million non-cash expense attributable to fair value remeasurement of contingent consideration (related to the Passenger divestiture and Keystone acquisition) and equity consideration held in escrow (related to the Keystone acquisition); and a (iv) $(5.2) million realized loss on the sale of securities received as consideration in the Passenger business divestiture.
Consolidated Net Loss, Adjusted EBITDA, Gross Profit, Flight Profit, Gross Margin, and Flight Margin The following table presents our consolidated Adjusted EBITDA, Gross Profit, Gross Margin, Flight Profit and Flight Margin results: Year Ended December 31, 2024 2023 % Change (in thousands, except percentages) Net Loss $ (27,307) $ (56,076) (51) % Adjusted EBITDA(1) $ 1,205 $ (16,633) NM(2) Gross Profit $ 40,652 $ 22,458 81.0 % Flight Profit(1) $ 58,919 $ 42,122 39.9 % Gross Margin 16.3 % 10.0 % Flight Margin(1) 23.7 % 18.7 % (1) See section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measure.
Adjusted EBITDA The following table presents our consolidated results on a continuing operations basis for Adjusted EBITDA: Year Ended December 31, 2025 2024 % Change (in thousands, except percentages) Adjusted EBITDA (1) $ 14,051 $ 3,752 274 % (1) See section titled “Reconciliations of Non-GAAP Financial Measures” for more information and a reconciliation to the most directly comparable GAAP financial measure.
We expect to incur net losses in the short term, as we continue to execute our strategic initiatives. Based on our current liquidity, we believe that no additional capital will be needed to execute our current business plan over the next 12 months.
See Notes 4 and 5, respectively, to the consolidated financial statements included in this Annual Report on Form 10-K for additional information. Based on our current liquidity, we believe that no additional capital will be needed to execute our current business plan over the next 12 months.
We size our owned fleet and our commitments under CPAs significantly below our expected demand, enabling us to maximize utilization on those aircraft while fulfilling incremental demand through our network of non-dedicated operators. Blade’s proprietary “customer-to-cockpit” technology stack enables us to manage fliers and organ transports across numerous simultaneous flights with multiple operators around the world.
We size our owned fleet and our commitments under CPAs significantly below our expected demand, enabling us to maximize utilization on those aircraft while fulfilling incremental demand through our network of non-dedicated operators. 38 Table of Contents We provide ground logistics using a combination of owned vehicles, which are allocated to hub positioned near our customers across the United States, and third-party providers.
Although this has not limited our ability to maintain or increase our access to dedicated jet aircraft at fixed prices in recent periods, jet charter, which makes up the majority of our Jet and Other product line, is highly competitive and volumes and pricing have historically been significantly influenced by overall market supply and demand.
Although this has not limited our ability to maintain or increase our access to dedicated jet aircraft at fixed prices in recent periods, there is no guarantee this will continue in the future.
For our owned aircraft, we are more directly exposed to inflation of aircraft operating expenses, including pilot salaries, fuel, insurance, parts and maintenance. We have historically passed through cost inflation to customers and most contracts with our MediMobility Organ Transport customers automatically pass through any fuel surcharges, but there is no guarantee this will continue in the future.
Given significant growth in organ transplant volumes and an increasing percentage of organs that are recovered by commercial surgeons and undergo NRP, demand for clinicians skilled in these procedures is high resulting in inflation in salaries and fees paid to these practitioners. 40 Table of Contents We have historically passed through cost inflation to customers and most logistics contracts with customers automatically pass through any fuel surcharges, but there is no guarantee this will continue in the future.
For the year ended December 31, 2023, net cash used in operating activities was $32.3 million, primarily driven by a net loss of $56.1 million and $6.7 million cash used for working capital requirements, adjusted for non-cash items consisting of impairment of intangible assets of $20.8 million, stock-based compensation expense of $12.5 million, depreciation and amortization of $7.1 million, non-cash accretion of interest income on held-to-maturity securities of $6.5 million, income from change in fair value of warrant liabilities of $2.1 million, and a deferred tax benefit of $1.5 million.
For the year ended December 31, 2024, net cash used in operating activities was $2.5 million, driven by a net loss of $27.3 million, net non-cash items of $27.9 million and net $3.0 million of cash used by changes in our working capital assets and liabilities.
The revenue is recognized when the service is completed. MediMobility Organ Transport products are typically purchased through our medical logistics coordinators and are paid for principally via checks and wires. Payments are generally collected after the performance of the related service in accordance with the client's payment terms. The revenue is recognized when the service is completed.
Logistics services are typically provided and billed on a fee-for-service basis, while Clinical services are provided and billed on both a fee-for-service and retainer basis. Payments are generally collected after the performance of the related service in accordance with the client’s payment terms.
Liquidity Requirements As of December 31, 2024 , the Company had net working capital of $138.0 million, cash and cash equivalents of $18.4 million and short-term investments of $108.8 million. The Company had net losses of $27.3 million and $56.1 million for the years ended December 31, 2024 and 2023, respectively.
(6) For the year ended December 31, 2024, consists of SOX readiness costs of $399 and executive severance costs of $140. 46 Table of Contents Liquidity and Capital Resources Sources of Liquidity As of December 31, 2025 and 2024 , we had total liquidity of $61.2 million and $124.8 million, respectively, consisting of cash and cash equivalents of $31.0 million and $16.1 million, respectively, and short-term investments of $30.3 million and $108.8 million, respectively.
The $6.7 million cash used for working capital requirements was primarily driven by an increase in accounts receivable of $10.3 million, due to the rapid growth in the Medical segment, and an increase in prepaid expenses and other current assets of $6.0 million, driven by prepayments to operators in connection with capacity purchase agreements; partially offset by an increase in accounts payable and accrued expenses of $9.0 million, driven by the accrual for the Trinity contingent consideration compensation payment and for the 2023 short term incentive plan, and an increase in lease liabilities of $0.4 million.
The $9.1 million net cash used from changes in working capital was primarily driven by: an increase of $12.0 million in accounts receivable (attributable to revenue growth and $2.1 million attributable to Passenger business activity prior to the sale); an increase of $1.7 million in prepaid and other current assets driven by timing of operator prepayments; partially offset by an increase of $2.4 million in accounts payable and accrued liabilities of $1.5 million attributable to Passenger business activity prior to the sale and $0.9 million increase in cost of revenue; an increase of $1.7 million in deferred revenue attributable to Passenger business activity prior to the sale and representing client prepayments; and a decrease of $0.7 million in other non-current assets.
Our longer term liquidity requirement will depend on many factors including the pace of our expansion into new markets, our ability to attract and retain customers for our existing products, capital expenditures and acquisitions. 52 Table of Contents Cash Flows The following table summarizes our cash flows for the periods indicated: Year Ended December 31, 2024 2023 (in thousands) Net cash used in operating activities $ (2,519) $ (32,349) Net cash (used in) / provided by investing activities (1,016) 17,089 Net cash used in financing activities (5,759) (76) Effect of foreign exchange rate changes on cash balances (80) (66) Net decrease in cash and cash equivalents and restricted cash $ (9,374) $ (15,402) Cash Used In Operating Activities For the year ended December 31, 2024, net cash used in operating activities was $2.5 million, driven by a net loss of $27.3 million and $3.0 million of cash used for working capital requirements, adjusted for non-cash items consisting of stock-based compensation expense of $19.9 million, impairment of intangible assets of $5.8 million , depreciation and amortization of $6.0 million, non-cash accretion of interest income on held-to-maturity securities of $4.0 million, loss from change in fair value of warrant liabilities of $0.9 million, deferred tax benefit of $0.3 million and gain on lease modification of $0.6 million.
The following table summarizes our cash flows for the periods indicated: Year Ended December 31, 2025 2024 (in thousands) Net cash used in operating activities $ (48,914) $ (2,519) Net cash (used in) / provided by investing activities 69,750 (1,016) Net cash used in financing activities (8,912) (5,759) Effect of foreign exchange rate changes on cash balances (339) (80) Net increase (decrease) in cash and cash equivalents and restricted cash $ 11,585 $ (9,374) Cash Used In Operating Activities For the year ended December 31, 2025, net cash used in operating activities was $48.9 million, driven by net income of $41.3 million, adjusted for net non-cash items of $29.5 million; transaction costs paid related to the sale of the Passenger business of $7.4 million; $44.3 million Keystone acquisition consideration for the settlement of seller-assumed liabilities (which were directed to third parties and therefore classified within operating activities and not within investing activities); and net cash used of $9.1 million from changes in working capital assets and liabilities.
Software Development Software development expenses consist primarily of staff costs, stock-based compensation costs and capitalized software amortization costs. General and Administrative General and administrative expenses principally include staff costs including stock-based compensation, intangibles amortization, depreciation, establishment costs, impairment of intangible assets, directors and officers insurance costs, pilot training costs for owned aircraft, professional fees and credit card processing fees.
Selling, General and Administrative Selling, general and administrative (“SG&A”) expenses consist primarily of: staff costs for employees in the commercial, technology, executive, marketing and administrative functions; sales commissions; stock-based compensation; professional and consulting fees; insurance; facilities; information technology and software development costs; promotional expenses; pilot training costs; impairment of assets; and other general corporate overhead costs.
Transportation for the hearts, lungs and livers that make up the vast majority of this product line is typically requested only hours before the required departure time. Our ability to successfully fulfill these requests with consistent pricing on the requested aircraft type, be it jet, turboprop or helicopter, is the primary metric by which Medical Customers evaluate our performance.
Our ability to successfully fulfill these requests with consistent pricing on the requested aircraft type is the primary metric by which our customers evaluate our logistics performance. 39 Table of Contents The organ logistics marketplace is highly competitive and we compete primarily on our ability to provide reliable, end-to-end air and ground transportation at competitive pricing.
Further improvements are attributable to a $1.6 million decrease in marketing expenses and a $0.5 million decrease in personnel costs. Medical segment For the years ended December 31, 2024 and 2023, Medical revenue increased by $20.2 million, or 16.0%, from $126.6 million in 2023 to $146.8 million in 2024.
For the years ended December 31, 2025 and 2024, revenue increased by $50.3 million or 34.3%, from $146.8 million in 2024 to $197.1 million in 2025. Logistics revenue increased by $30.0 million, or 20.4% from $146.8 million in 2024 to $176.8 million in 2025, driven by growth in flight hours, ground transportation and revenue per trip.
For the year ended December 31, 2024, these costs primarily related to the Drulias lawsuit (see “— Legal and Environmental” within Note 12 to the consolidated financial statements included in this Annual Report for additional information) and to the proposed restrictions at East Hampton Airport.
(2) Includes settlement costs and 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 (see “— Legal and Environmental” within Note 14 to the consolidated financial statements included in this Annual Report on Form 10-K).
Our Business Model Blade leverages an asset-light business model: we primarily utilize aircraft that are owned and/or operated by third parties on Blade’s behalf. In these arrangements, pilots, maintenance, hangar, insurance, and fuel are all costs borne by our network of operators, which provide aircraft flight time to Blade at fixed hourly rates.
Ancillary costs such as landing fees and de-icing are passed through to the end customer. Strata leverages an asset-light air logistics business model: we primarily utilize aircraft that are owned and/or operated by third parties on Strata’s behalf.
(4) Percentage not meaningful. 47 Table of Contents Passenger segment For the years ended December 31, 2024 and 2023, Passenger revenue increased by $3.3 million, or 3.3%, from $98.6 million in 2023 to $101.9 million in 2024. The increase was attributable to a $1.5 million increase in Short Distance and a $1.8 million increase in Jet and Other.
For the years ended December 31, 2025 and 2024, Logistics gross profit increased by $7.1 million, or 23.8%, from $29.6 million in 2024 to $36.6 million in 2025, attributable to the 20.4% increase in revenue and an increase in gross margin from 20% to 21% attributable primarily to operational leverage in ground services with the expansion of ground hubs.
Cost of Revenue Year Ended December 31, 2024 2023 % Change (in thousands, except percentages) Cost of revenue $ 189,774 $ 183,058 3.7 % Percentage of revenue 76 % 81 % For the years ended December 31, 2024 and 2023, cost of revenue increased by $6.7 million, or 3.7%, from $183.1 million during 2023 to $189.8 million in 2024 driven by increased flight volume.
Amortization of intangible assets Year Ended December 31, 2025 2024 % Change (in thousands, except percentages) Amortization of intangible assets $ 2,604 $ 1,258 107.0 % Percentage of revenue 1 % 1 % For the years ended December 31, 2025 and 2024, amortization of intangible assets increased by $1.3 million, or 107.0%, from $1.3 million in 2024 to $2.6 million in 2025, primarily attributable to (i) $1.1 million in amortization of intangibles generated from the acquisition of Keystone in mid-September 2025 and (ii) a $0.2 million increase due to higher amortization of capitalized software costs, as more development projects were completed and entered the amortization phase during 2025.
Gross Profit increased by $18.2 million, or 81%, for the year ended December 31, 2024 from $22.5 million in the same period of 2023 to $40.7 million in 2024.
For the year ended December 31, 2025, Clinical gross profit of $4.5 million was attributable to the acquisition of Keystone in mid-September 2025.
Cost of Revenue Cost of revenue consists of flight costs paid to operators of aircraft and vehicles, landing fees, depreciation of aircraft and vehicles, operating lease cost, internal costs incurred in generating organ ground transportation revenue using the Company's owned vehicles and costs of operating our owned aircraft including fuel, management fees paid to the operator, maintenance costs and pilot salaries.
Cost of Revenue Cost of revenue consists of costs of operating our aircraft fleet, including pilots’ salaries, flight costs paid to operators of aircraft and vehicles, depreciation of aircraft, vehicles and medical devices, staff costs directly supporting Logistics and Clinical services, and costs of disposable medical products.
See “—Capacity Purchase Agreements” (“CPAs”) within Note 12 to the consolidated financial statements included in this Annual Report for additional information and for information about future periods.
As of December 31, 2025 , we had commitments to purchase flights from various aircraft operators with aggregate minimum flight purchase guarantees under CPAs of $2.6 million for the year ending December 31, 2026. See “—Capacity Purchase Agreements” within Note 14 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Removed
(“Blade” or the “Company”) provides air transportation and logistics for hospitals across the United States, where it is one of the largest transporters of human organs for transplant, and for passengers, with helicopter and fixed wing services primarily in the Northeast United States and Southern Europe.
Added
(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, offering an integrated “one call” solution for donor organ recovery.
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Based in New York City, Blade’s asset-light model, coupled with its exclusive passenger terminal infrastructure and proprietary technologies, is designed to facilitate a seamless transition from helicopters and fixed-wing aircraft to Electric Vertical Aircraft (“EVA” or “eVTOL”), enabling lower cost air mobility that is both quiet and emission-free.
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Strata’s core services include air and ground logistics, surgical organ recovery, organ placement and normothermic regional perfusion 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.
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Blade operates in three key product lines across two segments (see Note 8 to the consolidated financial statements included in this Annual Report for further information on reportable segments): Passenger segment • Short Distance – Consisting primarily of helicopter and amphibious seaplane flights in the United States and Europe between 10 and 100 miles in distance.
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Strata’s mission is to increase the number of organs that are successfully transplanted while leveraging the Company’s expertise and resources to provide other medical and logistics services to a broader customer base. Strata’s goals are closely aligned with those of all participants in the transplant ecosystem, including transplant centers, regulators, Organ Procurement Organizations (“OPOs”) and other service providers.
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Flights are available for purchase both by-the-seat and on a full aircraft charter basis. This product line previously also included flights in Canada, which we discontinued in August 2024. • Jet and Other – Consists principally of revenues from non-medical jet charter, revenue from brand partners for exposure to Blade fliers and certain ground transportation services.
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We believe that, by working with Strata, industry participants can save money, save more lives and operate more efficiently. 36 Table of Contents Beginning with the fourth quarter of 2025, following the integration of Keystone, Strata operates across two segments: Logistic and Clinical (see Note 11, to the consolidated financial statements included in this Annual Report on form 10-K for further information on reportable segments), both offering services related to organ transplant and the broader healthcare industry.
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This product line previously also included by-the-seat jet flights between New York and South Florida, which we discontinued in November 2023. Medical segment • MediMobility Organ Transport – Consisting primarily of transportation of human organs for transplant and/or the medical teams supporting these services.
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All of Strata’s services are provided to transplant centers, organ procurement organizations, hospitals or other businesses that pay the Company directly.
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Blade also offers additional services including donor logistics coordination and support evaluating potential donor organs through our Trinity Organ Placement Services (“TOPS”) offering, launched at the end of 2023.
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Strata provides: Logistics Segment Strata’s Logistics segment is marketed under the Trinity brand name and includes the following: • Air Logistics – Air transportation of human organs for transplant as well as related staff, equipment, blood samples, and tissue samples. Service is typically provided on fixed wing aircraft operating specifically for each individual organ.
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Seats Flown We define “Seats flown — all passenger flights” (Seats Flown) as the total number of seats purchased and flown by paying passengers on all flights, whether sold by-the-seat or within a charter arrangement.
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Strata also offers on-board couriers for commercial flights and “next flight out” shipping coordination. • Ground Logistics – Ground transportation of human organs for transplant as well as related staff, equipment, blood samples, and tissue samples. • Organ Placement – Administrative services related to the acceptance of potential donor organs for recipients and support coordinating with the transplant process.
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Our long-term consumer-facing strategy is primarily focused on growth in by-the-seat products, and we believe that Seats Flown is an important indicator of our progress in executing on this growth strategy. This metric is not always directly correlated with revenue given the significant variability in the price we charge per seat flown across our various products and routes.
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Clinical Segment Strata’s Clinical segment is marketed under the Keystone brand name and includes the following: Transplant Clinical • Organ Recovery – Surgical procurement of donor organs. • Normothermic Regional Perfusion (“NRP”) – In situ perfusion of donor organs with oxygenated blood to improve clinical outcomes and enable functional assessment prior to recovery. • Preservation - Operation of devices utilized to preserve organs prior to being transplanted into a recipient.
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For products and routes sold by-the-seat, we fly significantly more passengers at a low price per seat; which is captured by Seats Flown. Passenger revenue is heavily influenced by the Jet and Other product lines where we typically fly fewer passengers over long distances at a high price.
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Other Clinical Services • Cardiac Care – Cardiac perfusion, blood management & autotransfusion and disposables. Services are typically provided under contract with hospitals to support open-heart surgery procedures. • Other – Extracorporeal Membrane Oxygenation (“ECMO”) services, perfusion temporary staffing and equipment rental offered to healthcare providers. Outlined below are recent material transactions impacting this Annual Report on Form 10-K.
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We believe the Seats Flown metric is useful to investors in understanding the overall scale of our Passenger segment and trends in the number of passengers paying to use our service.
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Sale of Passenger business On August 29, 2025, the Company completed the previously disclosed sale of its Passenger business to Joby Aero, Inc. (“Joby Buyer”), pursuant to an Equity Purchase Agreement, dated August 1, 2025 (the “Joby Purchase Agreement”).
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The following table reflects the key operating metric we use to evaluate the Passenger segment: Year Ended December 31, 2024 2023 Seats flown – all passenger flights (1) 94,733 95,781 (1) Prior year amounts have been updated to conform to current period presentation. We discontinued our operations in Canada on August 31, 2024.
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The Passenger business acquired by the Joby Buyer pursuant to the Joby Purchase Agreement consisted of the Company’s business of offering, selling, promoting, marketing, planning, booking, brokering, coordinating and arranging the transportation of passengers on aircraft operated by other entities and related ground transportation services.
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As a result, the Seats Flown metric above excludes activity in Canada for the years ended December 31, 2024, and 2023. The Seats Flown in Canada amounted to 36,465 and 55,924 for the years ended December 31, 2024 and 2023, respectively.
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The purchase price received by the Company upon the consummation of the transactions contemplated by the Joby Purchase Agreement was approximately $76.0 million based on the closing price per share of $14.27 of Joby Aviation Inc’s (“Joby Aviation”) common stock as of August 28, 2025), after giving effect to certain pre-closing adjustments and indemnity holdbacks pursuant to the terms of the Joby Purchase Agreement, consisting of 5,325,585 shares of Joby Aviation’s common stock, par value $0.0001 per share (the “Buyer Shares”).
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We believe that this technology, which provides (i) real-time tracking of organ transports and passenger flights; (ii) profit/loss information on a flight-by-flight basis; (iii) customized portals for all relevant parties including pilots, accounting teams, operator dispatch, transplant coordinators and Blade’s logistics team; and (iv) a customer-facing app for passenger missions, will enable us to continue to scale our business.
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The Company subsequently sold the Buyer Shares received in connection with closing for net proceeds of $70.2 million.
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This technology stack was built with future growth in mind and is designed to allow our platform to be easily scaled to accommodate, among other things, rapid increases in volume, new routes, new operators, broader flight schedules, international expansion, next-generation verticraft and ancillary services (e.g., last/first-mile ground connections, trip cancellation insurance, baggage delivery) through our mobile apps, website and cloud-based tools.
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The Company may receive up to an additional $35.0 million in consideration upon the satisfaction of certain financial performance and employee retention targets described in the Joby Purchase Agreement during the 12 and 18 months, respectively, following the closing of this transaction, payable in cash or Buyer Shares at Joby Buyer’s election, as well as the release of up to $10.0 million in indemnity holdbacks.
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Our asset-light business model was developed to be scalable and profitable using conventional aircraft today while enabling a seamless transition to EVA, once they are certified for public use. We intend to leverage the expected lower operating costs of EVA versus helicopters to reduce the consumer’s price for our flights.
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The number of Buyer Shares issued to the Company, if any, shall be based on the average of the daily volume-weighted average sales price per Buyer Share on the New York Stock Exchange for each of the ten consecutive trading days ending on and including the first trading day preceding the applicable measurement dates described in the Joby Purchase Agreement.
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Additionally, we expect the reduced noise footprint and zero carbon emission characteristics of EVA to allow for the development of new, vertical landing infrastructure (“vertiports”) in our existing and new markets.
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The sale qualified as a discontinued operation under ASC 205-20.

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