ELUTIA (ELUT) SEC Filings

ELUTIA INC. (ELUT) reported that its chief financial officer, Matthew Ferguson, had 12,500 restricted stock units convert into 12,500 shares of Class A Common Stock on September 10, 2026. Of these shares, 4,486 were withheld by the company to cover tax withholding requirements in connection with the vesting. No transactions were made under a Rule 10b5-1 trading plan. The vesting shares come from a grant of 150,000 restricted stock units awarded on January 31, 2024, which vest over a schedule running from June 10, 2024 through December 10, 2026.

ELUTIA INC. (ELUT) reported that President and CEO C. Randal Mills had restricted stock units vest into 27,083 shares of Class A Common Stock on September 10, 2026. Of these, 9,718 shares were withheld by the company to cover tax withholding requirements, and Mills now holds 189,583 restricted stock units directly. The vested shares relate to a 487,500-unit RSU grant made on January 31, 2024, which includes both performance-based tranches tied to share-price hurdles and time-based tranches vesting through December 10, 2026.

Elutia Inc. (ELUT) completed the sale of its SimpliDerm human acellular dermis business, which comprised substantially all assets of its Women’s Health segment, to Cellution Biologics Inc. on August 17, 2026. Elutia received $7.7 million of net cash proceeds at closing, subject to post‑closing inventory adjustments, and may receive up to an additional $3.0 million in contingent milestone payments over 18 months. A company press release describes total consideration of up to $11 million, including $8 million at closing before transaction expenses and adjustments. The sale is treated as a divestiture of a business and will be reported as a discontinued operation beginning with the quarter ended September 30, 2026, with detailed unaudited pro forma financials provided. Elutia also entered a five‑year non‑competition agreement in hADM lines, a transition services agreement of up to six months, and amended its Loan and Security Agreement to release the lien on the sold assets. Management states that the transaction strengthens the balance sheet with non‑dilutive capital and allows strategic focus on the NXT‑41x drug‑eluting biomatrix program.

Elutia Inc. reports continued operating losses as it transitions to a focused drug‑eluting biomatrix business following prior divestitures of its Orthobiologics and CIED segments. For the six months ended June 30, 2026, net sales from continuing operations were $5.5 million, with a net loss from continuing operations of $15.5 million.

Gross profit improved year over year, but higher research and development spending on next‑generation products NXT‑41 and NXT‑41x, along with ongoing litigation costs, kept total operating expenses at $17.6 million. Operating cash outflow was $16.3 million, leaving cash and cash equivalents of $19.9 million and total assets of $43.6 million at June 30, 2026.

The company carries a current revenue interest obligation of $6.4 million and a contingent legal liability of $5.6 million related mainly to FiberCel and VBM product litigation, partially offset by $3.9 million in insurance receivables. Elutia also discloses a Nasdaq notice received on August 6, 2026 that its share price has traded below the $1.00 minimum bid, triggering a 180‑day compliance period.

SilverArc Capital Management, LLC and Devesh Gandhi report their beneficial ownership of 2,192,980 shares of Elutia Inc. Class A common stock on an amended Schedule 13G. This position represents 4.9% of the class, reported as beneficially owned by each of the reporting persons.

Both SilverArc and Gandhi report no sole voting or dispositive power over Elutia shares, and instead disclose shared voting and shared dispositive power over 2,192,980 shares. The filing characterizes their holdings as ownership of 5 percent or less of the class.

Elutia Inc. reported second quarter 2026 results and outlined funding and regulatory milestones for its NXT-41 and NXT-41x drug-eluting biomatrix programs. The company has secured up to $26 million of additional capital intended to fund operations through anticipated FDA clearance of NXT-41x and its first full commercial launch year in 2028, without an equity offering, and expects release of the remaining $8 million BioEnvelope escrow in the fourth quarter of 2026.

Elutia signed a definitive agreement to sell its SimpliDerm business for up to $11 million, including up to $3 million in contingent payments over 18 months after closing, and continues a strategic process for its Cardiovascular business. For the quarter ended June 30, 2026, net sales from continuing operations were $2.4 million versus $2.7 million a year earlier, with a net loss of $7.6 million versus $9.6 million. Gross margin improved to 59.6%, with non-GAAP adjusted gross margin of 70.7%. Cash and cash equivalents were $19.9 million at June 30, 2026, down from $36.4 million at December 31, 2025, and the accumulated deficit was $191.3 million.

Elutia Inc. has a significant shareholder group reported by SilverArc Capital Management, LLC and Devesh Gandhi. The reporting persons state that they beneficially own 2,192,980 shares of Elutia Class A common stock, representing 4.9% of the class as of June 30, 2026.

The filing states they have shared voting and dispositive power over all 2,192,980 shares, with no sole voting or dispositive power. The ownership is explicitly described as 5 percent or less of the class, and both reporting persons are identified jointly as the filing parties.

Elutia Inc. reported that on August 6, 2026 it received a notice from Nasdaq that the closing bid price of its Class A common stock had been below the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market for the last 30 consecutive business days, creating a deficiency under Nasdaq Listing Rule 5550(a)(2).

The shares continue to trade under the symbol ELUT while Elutia has 180 calendar days, until February 2, 2027, to regain compliance by achieving a closing bid of at least $1.00 per share for at least ten consecutive business days, subject to possible Nasdaq staff discretion.

If compliance is not regained in this period, Elutia may qualify for an additional 180-day extension if it satisfies other initial listing standards and indicates it may cure the deficiency, potentially including a reverse stock split. Elutia states it intends to monitor its share price and evaluate options but cautions there is no assurance it will regain or maintain Nasdaq listing compliance.

Elutia Inc. signed an Asset Purchase Agreement to sell its SimpliDerm human acellular dermal matrix business to Cellution Biologics Inc. for up to $11 million. Consideration includes a base purchase price of $8 million in cash at closing, up to $2 million tied to technology transfer and manufacturing transition milestones over 18 months, and up to $1 million in earn-out payments based on SimpliDerm sales exceeding specified quarterly revenue targets.

The sale covers substantially all assets of Elutia’s Women’s Health segment, with Cellution Biologics assuming only certain contract-related liabilities. Elutia agreed to five-year non-competition and non-solicitation covenants in human acellular dermis products and will provide transition services after closing. Closing is expected in the second half of 2026, subject to customary conditions and an outside date of January 16, 2027. According to management, proceeds are intended to strengthen the balance sheet without equity dilution and support the planned 2027 commercial launch of NXT-41x.