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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): November 7, 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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
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 (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 May 6, 2026 (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 9.01 | Financial Statements and 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: November 12, 2025 |
By: |
/s/ Matthew Ferguson |
| |
Matthew Ferguson |
| |
Chief Financial Officer |
