STOCK TITAN

Elutia Inc. (NASDAQ: ELUT) faces Nasdaq minimum bid price deficiency

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Nasdaq issued a bid-price deficiency notice after 30 days below $1.00, creating potential delisting risk if compliance is not regained by February 2, 2027, even with only a possible 180-day extension.

Filing Explained

If Elutia uses a reverse stock split to address the deficiency, it would reduce the share count and raise the per-share price proportionally; the split itself would not change the company’s value.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Minimum Bid Price Requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) minimum bid price for continued listing
Initial Compliance Period 180 calendar days From the August 6, 2026 Nasdaq notice until February 2, 2027
Potential Additional Compliance Period 180 calendar days Possible second period to regain compliance if other conditions are satisfied
Days Below Minimum Bid Price 30 business days Consecutive days closing below $1.00 that triggered the Nasdaq notice
Required Days At or Above Minimum ten consecutive business days Period closing bid must be at least $1.00 to regain compliance
Minimum Bid Price financial
"the closing bid price ... was below $1.00 per share, which is the minimum closing bid price"
The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.
Nasdaq Listing Rule 5550(a)(2) regulatory
"required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)"
Nasdaq Capital Market financial
"continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
reverse stock split financial
"intent to cure the deficiency by effecting a reverse stock split of its Common Stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
forward-looking statements regulatory
"includes “forward-looking statements” within the meaning of Section 27A of the Securities Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Elutia (ELUT) disclose about its Nasdaq listing status?

Elutia disclosed it received a Nasdaq notice that its Class A common stock traded below the $1.00 minimum bid price for 30 consecutive business days, triggering a deficiency under Nasdaq Listing Rule 5550(a)(2) for The Nasdaq Capital Market listing.

How long does Elutia (ELUT) have to regain Nasdaq bid price compliance?

Elutia has a 180-calendar-day compliance period, until February 2, 2027, to regain compliance. It must achieve a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days within that initial period.

What happens if Elutia (ELUT) does not meet the $1.00 bid price requirement?

If Elutia does not regain the $1.00 minimum bid price during the initial 180-day period, its stock may be subject to delisting. Nasdaq could allow another 180-day period if other listing standards are met and Elutia plans a cure, potentially including a reverse stock split.

Can Elutia (ELUT) receive additional time from Nasdaq to regain compliance?

Elutia may be eligible for an additional 180-calendar-day compliance period if it meets the market value of publicly held shares and other initial listing standards, except the bid price, and informs Nasdaq it intends to cure the deficiency, possibly through a reverse stock split.

How does the Nasdaq notice affect current trading of Elutia (ELUT) stock?

The notice has no immediate effect on trading. Elutia’s Class A common stock continues to trade on The Nasdaq Capital Market under the symbol ELUT while the company works within the compliance period to address the minimum bid price requirement.

What actions might Elutia (ELUT) consider to address the bid price deficiency?

Elutia states it will monitor the closing bid price and assess available options to regain compliance. If needed for an extension, it may notify Nasdaq of its intent to cure the deficiency, which could include effecting a reverse stock split of its common stock.
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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): August 7, 2026 (August 6, 2026)

 

ELUTIA INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39577   47-4790334

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

20 Firstfield Road

Gaithersburg, MD 20878 

(Address of principal executive offices) (Zip Code)

 

(240) 247-1170 

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share   ELUT   The Nasdaq Capital Market

 

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

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On August 6, 2026, Elutia Inc., a Delaware corporation (the “Company” or “Elutia”), received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), was below $1.00 per share, which is the minimum closing bid price (the “Minimum Bid Price”) required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Notice”). This Notice has no immediate effect on the listing of the Company’s Common Stock which will continue to trade on The Nasdaq Capital Market under the symbol “ELUT,” subject to the Company’s compliance with the other Nasdaq listing requirements.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a compliance period of 180 calendar days from the date of the Notice, or until February 2, 2027 (the “Compliance Period”), to regain compliance with the Minimum Bid Price requirement. If at any time during the Compliance Period, the closing bid price of the Company’s Common Stock is at least $1.00 per share for a minimum of ten consecutive business days (unless the Nasdaq staff exercises its discretion to extend this ten business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will provide the Company written confirmation of compliance with the Minimum Bid Price, and the matter will be closed.

 

If the Company does not regain compliance during the Compliance Period, the Company may be eligible for an additional 180-calendar day period to regain compliance with the Minimum Bid Price, provided that it meets the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on The Nasdaq Capital Market (except the Minimum Bid Price requirement), and notifies Nasdaq of its intent to cure the deficiency by effecting a reverse stock split of its Common Stock, if necessary. If Nasdaq determines that the Company is not eligible for an additional 180 calendar days compliance period or the Company will not be able to cure the deficiency with the Minimum Bid Price requirement within the allotted compliance period, the Company’s stock will be subject to delisting.

 

The Company intends to monitor the closing bid price of the Common Stock and assess its available options to regain compliance with the Minimum Bid Price requirement and continue listing on The Nasdaq Capital Market. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price requirement or will otherwise be in compliance with other applicable Nasdaq listing rules.

 

Forward-Looking Statements

 

Certain information contained in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We may, in some cases, use terms such as “intends,” “believes,” “potential,” “anticipates,” “estimates,” “expects,” “plans,” “may,” “could,” “might,” “likely,” “will,” “should” or other words that convey the uncertainty of the future events or outcomes to identify these forward-looking statements. Our forward-looking statements are based on current beliefs and expectations of our management team that involve risks, potential changes in circumstances, assumptions, and uncertainties, including statements regarding our ability to regain compliance with Nasdaq’s continued listing requirements or maintain the listing of our Common Stock on the Nasdaq Capital Market. These forward-looking statements are subject to risks and uncertainties, including risks related to our ability to regain compliance with Nasdaq’s continued listing requirements or otherwise maintain compliance with any other listing requirement of the Nasdaq Capital Market, the potential delisting of our shares from the Nasdaq Capital Market due to our failure to comply with the applicable rules, and the other risks set forth in our filings with the Securities and Exchange Commission, including in our Annual Report on Form 10-K and our subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. For all these reasons, actual results and developments could be materially different from those expressed in or implied by our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. We undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances unless required by law.

 

 

 

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.   Exhibit Description
     
104   Cover Page Interactive Data File (formatted as Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ELUTIA INC.
  (Registrant)
     
Date: August 7, 2026 By: /s/ Matthew Ferguson
  Matthew Ferguson
  Chief Financial Officer

 

 

 

Filing Exhibits & Attachments

3 documents