8-K
Strata Critical Medical, Inc. (SRTA)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):September 22, 2021
BLADE AIR MOBILITY,
INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39046 | 84-1890381 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
499 East 34th Street
New York, NY 10016
(Address of principal executive offices, includingzip code)
(212) 967-1009
(Registrant’s telephone number, includingarea code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | TradingSymbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, par value $0.0001 per share | BLDE | The Nasdaq Stock Market LLC |
| Warrants,each exercisable for one share of Class A Common Stock at a price of $11.50 **** | BLDEW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers. |
|---|
On September 22, 2021, the Board of Directors (the “Board”) of Blade Air Mobility, Inc. (the “Company”) appointed Reginald Love as an independent director of the Company, effective as of September 22, 2021. Mr. Love will be a Class I director, with a term expiring at the Company’s next annual meeting of stockholders. Mr. Love will replace David Zaslav as a Class I director, upon Mr. Zaslav’s resignation from the Board effective September 22, 2021. Mr. Zaslav’s resignation from the Board was not the result of any disagreement with the Company.
The Board has appointed Mr. Love to serve on the Nominating and Corporate Governance Committee of the Board (the “Committee”), effective upon his appointment to the Board. Mr. Love will be compensated in accordance with the Company’s standard compensation policies and practices for its non-employee directors (pro-rated based on start date), which are described below in Item 8.01 of this Current Report on Form 8-K.
No family relationships exist between Mr. Love and any of the Company’s other directors or executive officers. There are no arrangements or understandings pursuant to which Mr. Love was elected as a director, and there are no related party transactions between the Company and Mr. Love reportable under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
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On September 24, 2021, Blade issued a press release announcing the appointment of Mr. Love to the Board and Mr. Zaslav’s resignation from the Board. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
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The Board, upon the recommendation of the Compensation Committee of the Board, has approved a compensation program for non-employee directors serving on the Board. Under the program as currently in effect, each Board member receives annual awards with a grant date value of $150,000, in the form of equity, cash, or credits for use of the Company’s flight service, or a combination thereof. Awards for a full year of service generally vest over 12 months on a quarterly basis. In addition, the chair of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee is eligible for an additional $25,000, and the independent chair of the Board is eligible for an additional $50,000, in each case in the form of equity, cash or a combination thereof. The Company intends to review its non-employee director compensation program in the near term.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit No. | Exhibit |
|---|---|
| 99.1 | Press Release, dated September 24, 2021. |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLADE AIR MOBILITY, INC. | ||
|---|---|---|
| Dated: September 24, 2021 | By: | /s/ William A. Heyburn |
| Name: | William A. Heyburn | |
| Title: | Chief Financial Officer |
Exhibit 99.1
Blade Air Mobility Appoints Reggie Love to Boardof Directors Replacing David Zaslav
New York, NY (September 24, 2021) – The Board of Directors (the “Board”) of Blade Air Mobility, Inc. (Nasdaq: BLDE, “Blade” or the “Company”), a technology-powered global air mobility platform, today announced that Reggie Love has been appointed to the Board, replacing David Zaslav, the Chief Executive Officer of Discovery Inc., who is stepping down.
“On behalf of the Board, I would like to express our sincere gratitude to David for his dedicated and instrumental service to the Company since its inception,” said Eric Affeldt, Chairman of the Board. “David is leaving his Board position in great hands, as Reggie brings with him excellent leadership qualities that will allow him to immediately contribute to the Company’s success.”
Love is a Senior Advisor at Apollo Global Management, a high-growth, global alternative asset manager, where he focuses on supporting and developing strategy for human capital, public engagement and diversity, equity and inclusion initiatives. He will serve on the Nominating and Corporate Governance committee of the Board.
Prior to Apollo, Love served as a Partner at RON Transatlantic EG, an international financial holding company. From 2009 to 2011, Love served at the White House as personal aide to United States President Barack Obama.
Love, a graduate of Duke University and the Wharton School at the University of Pennsylvania, also serves on the boards of Cox Media Group and the National Summer Learning Association.
Zaslav, currently the Company’s largest outside individual shareholder, was the lead seed investor in Blade and an initial board member of Blade’s predecessor company, Blade Urban Air Mobility, Inc.
“David has had faith in Blade since day one. His passion for our business and active engagement with management has helped build the Company into what it is today,” said Rob Wiesenthal, Blade’s Chief Executive Officer.
“With the successful completion of Blade’s going public transaction this past spring, now is an ideal time for me to step down from the Board. It has been a fantastic seven-year journey working with Rob and the team as they have built Blade into a publicly-traded urban air mobility company from the ground up,” said Zaslav.
About Blade Urban Air Mobility
Blade is a technology-powered, global air mobility platform committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested ground routes in the U.S. and abroad. Today, the company predominantly uses helicopters and amphibious aircraft. Its asset-light model, coupled with its exclusive passenger terminal infrastructure, is designed to facilitate a seamless transition to Electric Vertical Aircraft ("EVA" or “eVTOL”), enabling lower cost air mobility to the public that is both quiet and emission-free.
For more information, visit www.blade.com.
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and may be identified by the use of words such as “anticipate”, “believe”, “could”, “continue”, “expect”, “estimate”, “may”, “plan”, “outlook”, “future” and “project” and other similar expressions and the negatives of those terms. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to Blade’s future prospects, developments and business strategies. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance.
Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Blade’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include: the ability to achieve performance targets; loss of our customers; decreases in our existing market share; effects of competition; effects of pricing pressure; the inability of our customers to pay for our services; the loss of our existing relationships with operators; the loss of key members of our management team; changes in our regulatory environment, including aviation law and FAA regulations; the inability to implement information systems or expand our workforce; changes in our industry; heightened enforcement activity by government agencies; interruptions or security breaches of our information technology systems; the expansion of privacy and security laws; our ability to expand our infrastructure network; our ability to identify, complete and successfully integrate future acquisitions; our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting; the ability to continue to meet applicable listing standards; costs related to our business combination; the possibility that we may be adversely affected by other political, economic, business and/or competitive factors; the impact of COVID-19 and its related effects on our results of operations, financial performance or other financial metrics; the inability or unavailability to use or take advantage of the shift, or lack thereof, to EVA technology; pending or potential litigation; and other factors beyond our control. Additional factors can be found in our Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”). New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Blade undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.
Press Contacts
For Media Relations
Phil Denning / Nora Flaherty
BladeMediaRelations@icrinc.com
Investor Relations
Mike Callahan / Tom Cook
BladeIR@icrinc.com