[8-K] ELUTIA INC. Reports Material Event

Rhea-AI Filing Summary

Elutia (ELUT) reported Board changes. The Board elected Guido Neels effective October 9, 2025, and appointed him to the Audit Committee. In line with the non-employee director policy, he received an option to purchase 171,916 shares at an exercise price of $0.88 per share, vesting in three equal annual installments and becoming fully exercisable on October 9, 2028.

The company noted an existing consulting agreement with Mr. Neels from December 1, 2023, under which he was granted 50,000 RSUs on December 20, 2023 and 25,000 RSUs on March 5, 2025, each vesting in quarterly installments through December 2025. Separately, Maybelle Jordan and W. Matthew Zuga resigned from the Board effective October 8, 2025, and the company stated their resignations were not due to any disagreement.

false 0001708527 0001708527 2025-10-07 2025-10-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): October 14, 2025 (October 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

New Director Election

On October 10, 2025, Elutia Inc.(the “Company”) announced that its Board of Directors (the “Board”) had elected Mr. Guido Neels to the Board, effective October 9, 2025. Mr. Neels was also appointed to the Audit Committee of the Board.

In connection with his initial appointment to the Board, and consistent with the Company’s non-employee director compensation policy, the Compensation Committee of the Board granted Mr. Neels an option to purchase 171,916 shares of the Company’s Class A Common Stock, at an exercise price of $0.88 per share, pursuant to the Company’s 2020 Incentive Award Plan. The option vests annually in three equal installments of one-third each, on each of the first three anniversaries of the grant date, such that the option shall be fully vested and exercisable on October 9, 2028.

The Company and Mr. Neels entered into a consulting agreement as of December 1, 2023 (the “Consulting Agreement”) pursuant to which Mr. Neels provides the Company with advice and counsel on an independent contractor basis on business and financial matters and other matters within Mr. Neels’ experience. The original term of the Consulting Agreement was for one year, which was subsequently extended for two additional one-year terms upon the consent of both parties. The Consulting Agreement is terminable by either party upon seven days’ notice to the other party. In consideration of Mr. Neels’ consulting services, the Company issued him 50,000 restricted stock units (“RSUs”) on December 20, 2023, which vest in eight equal installments commencing March 1, 2024 and on the 1^st of every third month thereafter until fully vested on December 1, 2025. In addition, on March 5, 2025, Mr. Neels was granted 25,000 RSUs which vest in four equal installments commencing on March 10, 2025 and on the 10^th of every third month thereafter until fully vested on December 10, 2025. The RSUs were granted under the Company’s 2020 Incentive Award Plan and settle in shares of the Company’s Class A Common Stock. In the event the Consulting Agreement is terminated by either party, any unvested RSUs are forfeited. The foregoing summary of the Consulting Agreement is qualified in its entirety by reference to the full text of such agreement, which is expected to be filed as an exhibit to the Company’s next periodic report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Director Resignations

On October 7, 2025, Ms. Maybelle Jordan and Mr. W. Matthew Zuga notified the Company of their resignation from the Board, effective October 8, 2025. Their resignations were not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On October 10, 2025, Elutia issued a press release announcing the election of Mr. Neels to the Board and the resignations of Ms. Jordan and Mr. Zuga, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 (including Exhibit 99.1) of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release of Elutia Inc. dated October 10, 2025 announcing Board changes.
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: October 14, 2025	By:	/s/ Matthew Ferguson
	Matthew Ferguson
	Chief Financial Officer

FAQ

What Board changes did Elutia (ELUT) announce?

Elutia elected Guido Neels to its Board effective October 9, 2025 and appointed him to the Audit Committee. Maybelle Jordan and W. Matthew Zuga resigned effective October 8, 2025.

What equity award did Guido Neels receive as a new director of ELUT?

He received an option for 171,916 shares at an exercise price of $0.88 per share, vesting in three annual installments and fully exercisable on October 9, 2028.

What are the details of Guido Neels’ consulting RSUs at Elutia?

He was granted 50,000 RSUs on December 20, 2023 and 25,000 RSUs on March 5, 2025, vesting in quarterly installments through December 2025.

Were the Board resignations at ELUT due to disagreements?

Elutia stated the resignations of Maybelle Jordan and W. Matthew Zuga were not due to any disagreement with the company.

Which committee will Guido Neels serve on at Elutia?

He was appointed to the Board’s Audit Committee.

Under which plan were the equity grants made to Guido Neels?

The option and RSUs were granted under Elutia’s 2020 Incentive Award Plan.