Elutia (NASDAQ: ELUT) regains full Nasdaq listing compliance after bid price, value breach

Rhea-AI Filing Summary

Elutia Inc. has regained full compliance with Nasdaq’s continued listing standards. Nasdaq notified the company that its market value of listed securities was at least $35 million for eleven consecutive business days from January 21, 2026 through February 4, 2026, restoring compliance with Listing Rule 5550(b)(2). A separate Nasdaq notice confirmed that Elutia met the minimum $1.00 bid price requirement for ten consecutive business days from February 13, 2026 through February 27, 2026 under Listing Rule 5550(a)(2). With both matters now closed, Elutia’s Class A common stock will continue trading on the Nasdaq Capital Market under the symbol ELUT.

Insights

Equity Markets and Listing Standards Analyst

Elutia restores Nasdaq compliance, removing near-term delisting risk and stabilizing its listing status.

Elutia had previously fallen out of compliance with Nasdaq’s minimum bid price and $35 million market value of listed securities thresholds. Nasdaq has now confirmed the company met both standards over the required consecutive-day windows, and has closed these deficiency matters.

This outcome removes the immediate overhang of a potential delisting from the Nasdaq Capital Market, which can affect liquidity and institutional ownership. The company’s Class A common stock continues to trade under the ELUT symbol, and future compliance will depend on maintaining the bid price and market value levels specified in the listing rules.

0001708527false00017085272026-03-042026-03-04

​

​

​

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): March 4, 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)	(I.R.S. Employer Identification No.)

​

20 Firstfield Road

Gaithersburg, MD 20878

(Address of principal executive offices) (Zip Code)

​

(240) 247-1170

(Registrant’s telephone number, include 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 Symbols	​ ​ ​	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 8.01 Other Events.

As previously reported, on November 7, 2025, 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 required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

​

Also, as previously reported, on December 23, 2025, the Company received a letter from the Staff of Nasdaq, notifying the Company that it was not in compliance with the continued listing requirement set forth in Nasdaq Listing Rule 5550(b)(2), which requires listed companies to maintain a minimum market value of listed securities (“MVLS”) of at least $35 million (the “MVLS Requirement”). Based on the Staff’s review of the Company’s MVLS, the Company’s MVLS was below $35 million for the previous 30 consecutive business days. The letter also noted that the Company does not meet the additional requirements under Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3) relating to minimum shareholder equity or net income standards.

​

On February 5, 2026, the Company received a letter from Nasdaq, notifying the Company that the Staff has determined that it has regained compliance with the MVLS Requirement as a result of the Company’s MVLS being $35 million or greater for the eleven consecutive business days from January 21, 2026 through February 4, 2026. Accordingly, the letter indicated that the Company is in compliance with the MVLS Requirement, and the matter is closed.

​

On March 2, 2026, the Company received a letter from Nasdaq, notifying the Company that the Staff has determined that is has regained compliance with the Minimum Bid Price Requirement as a result of the closing bid price of the Common Stock being at $1.00 per share or greater for the 10 consecutive business days from February 13, 2026 through February 27, 2026. Accordingly, the letter indicated that the Company is in compliance with the Minimum Bid Price Requirement, and the matter is closed.

​

On March 4, 2026, the Company issued a press release announcing that the Company has regained compliance with the Minimum Bid Price Requirement and the MVLS Requirement. A copy of the press release is attached hereto as Exhibit 99.1.

​

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	​	Exhibit Description
​	​	​
99.1	​	Press Release of Elutia Inc., dated March 4, 2026
​	​	​
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.
Date: March 4, 2026	By:	/s/ Matthew Ferguson
		Matthew Ferguson
		Chief Financial Officer

​

​

Exhibit 99.1

Elutia Regains Compliance with Nasdaq Listing Requirements

​

GAITHERSBURG, Md., March 4, 2026 — Elutia Inc. (Nasdaq: ELUT) ("Elutia" or the "Company"), a pioneer in drug-eluting biomatrix technologies, today announced that it has received notice from Nasdaq that Elutia has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) and the minimum market value of listed securities requirement set forth in Nasdaq Listing Rule 5550(b)(2). As a result, the Company is now in full compliance with all Nasdaq continued listing requirements, and Nasdaq has advised that these matters are now closed. The Company’s Class A common stock will continue to be listed and traded on the Nasdaq Capital Market under the symbol “ELUT.”

​

“We are pleased to have regained compliance with Nasdaq continued listing requirements,” said Matt Ferguson, Chief Financial Officer of Elutia. “We see this recent increase in our share price and market value as a direct reflection of investors’ confidence in our demonstrated drug-eluting biomatrix technology platform, the large market opportunity we’re addressing and the outstanding capabilities of the Elutia CRU.”

About Elutia

Elutia develops and commercializes drug-eluting biomatrix products to improve compatibility between medical devices and the patients who need them. With a growing population in need of implantable technologies, Elutia’s mission is humanizing medicine so patients can thrive without compromise. For more information, visit www.Elutia.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the securities laws. Forward-looking statements in this report include any statements about Elutia’s ability to maintain compliance in the future with applicable Nasdaq continued listing standards, maintain the listing of its Class A common stock on the Nasdaq Capital Market, and investors’ confidence in Elutia’s future opportunities. Forward-looking statements are based on management’s current assumptions and expectations of future events; actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties, including those found in Elutia’s periodic reports. Consequently, you should not rely on forward-looking statements as predictions of future events. Except as required by applicable law, Elutia expressly disclaims any obligations to publicly update any forward-looking statements.

​

Investors:
Elutia Investor Relations ir@elutia.com

FAQ

What Nasdaq listing requirements has Elutia Inc. (ELUT) regained compliance with?

Elutia has regained compliance with Nasdaq’s minimum bid price and minimum market value of listed securities requirements. Nasdaq confirmed the stock closed at or above $1.00 for ten straight days and market value was at least $35 million for eleven straight days, closing both deficiency matters.

Will Elutia Inc.’s Class A common stock remain listed on the Nasdaq Capital Market?

Yes, Elutia’s Class A common stock will continue to be listed and traded on the Nasdaq Capital Market under the symbol ELUT. Nasdaq advised that the bid price and market value compliance matters are now closed, removing the immediate threat of a delisting action based on those issues.

How did Elutia Inc. (ELUT) regain compliance with Nasdaq’s minimum bid price rule?

Elutia regained compliance with Nasdaq Listing Rule 5550(a)(2) after its common stock maintained a closing bid price of at least $1.00 per share for ten consecutive business days from February 13, 2026 through February 27, 2026. Nasdaq then notified the company that this bid-price deficiency matter was closed.

How did Elutia Inc. meet Nasdaq’s $35 million market value of listed securities requirement?

Elutia satisfied Nasdaq Listing Rule 5550(b)(2) after its market value of listed securities reached at least $35 million for eleven consecutive business days between January 21, 2026 and February 4, 2026. Nasdaq staff subsequently determined the company had regained compliance with this standard and closed the prior deficiency notice.

What did Elutia’s management say about regaining Nasdaq compliance?

Chief Financial Officer Matt Ferguson said Elutia was pleased to regain compliance and described the recent increase in share price and market value as a reflection of investor confidence in its drug-eluting biomatrix technology, the market opportunity it targets, and the capabilities of the company’s CRU team.

Does Elutia’s announcement include any forward-looking statements about its Nasdaq listing?

Yes, the announcement includes forward-looking statements about Elutia’s ability to maintain future compliance with Nasdaq standards and retain its Nasdaq Capital Market listing. It cautions that actual results may differ due to risks and uncertainties described in the company’s periodic reports, and disclaims any duty to update such statements.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 5.1 KB

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 14.9 KB
• EX-101 EX-101.PRE 9.4 KB