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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 15, 2025
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 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 1.01 | Entry into a Material Definitive Agreement. |
On August 15, 2025, Elutia
Inc., a Delaware corporation (the “Company”), entered into a Fifth Amendment (the “Amendment”) to that certain
Credit Agreement, dated as of August 10, 2022, by and among the Company, as Borrower, SWK Funding LLC, as Agent, and the lenders from
time to time party thereto (as amended and supplemented from time to time, the “SWK Facility”). The SWK Facility provides
for a senior secured term loan in an aggregate amount of $25.0 million (the “Term Loan”). The Amendment, among other things,
provided that the following amounts will be capitalized into the unpaid principal balance of the Term Loan: (i) all accrued and unpaid
interest due and owing to Lenders on the payment date in August 2025, (ii) a $50,000 amendment fee agreed to by the Company on June 30,
2025, and (iii) a $10,000 amendment fee to be paid pursuant to the Amendment.
The foregoing summary of the
Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant. |
The information set forth above in Item 1.01 of
this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Exhibit Description |
| 10.1 |
|
Fifth Amendment to Credit Agreement, dated as of August 14, 2025, by and among Elutia Inc., SWK Funding LLC, as Agent, and the Lenders from time to time party thereto. |
| |
|
|
| 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 20, 2025 |
By: |
/s/ Matthew Ferguson |
| |
Matthew Ferguson |
| |
Chief Financial Officer |
