Strata Critical Medical Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 2, 2025, the board of directors (the “Board”) of Strata Critical Medical, Inc. (the “Company”) expanded the size of the Board from eight directors to nine directors and appointed William L. Cook, III to serve as a Class I director, effective immediately, with a term expiring at the Company’s 2027 annual meeting of stockholders. The Board determined Mr. Cook to be deemed independent under the applicable rules and regulations of the Nasdaq Capital Market and the Corporate Governance Guidelines of the Company. In addition, the Board appointed Mr. Cook to serve on the Compensation Committee and the Nominating and Corporate Governance Committee of the Board, in each case effective upon his appointment to the Board.
There are no arrangements or understandings between Mr. Cook and any other person pursuant to which he was selected to serve as a member of the Board and there are no transactions in which Mr. Cook has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Mr. Cook was granted 33,157 restricted stock units that will become fully vested on the date of the Company’s 2027 annual meeting of stockholders as an initial grant and will otherwise be compensated in accordance with the Company’s previously disclosed compensation policies and practices for its non-employee directors (pro-rated based on start date). The Company also intends to enter into its standard form of indemnification agreement with Mr. Cook. No family relationships exist between Mr. Cook and any of the Company’s other directors or executive officers.
Item 7.01 Regulation FD Disclosure.
On December 3, 2025, the Company issued a press release announcing the appointment of Mr. Cook to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including the corresponding Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
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Exhibit No. |
Description | |
| 99.1 | Press Release, dated December 3, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STRATA CRITICAL MEDICAL, INC. | ||
| Dated: December 3, 2025 | By: | /s/ William A. Heyburn |
| Name: | William A. Heyburn | |
| Title: | Co-Chief Executive Officer and Chief Financial Officer | |