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Elutia Inc. 8-K Filings

ELUT NASDAQ

Every 8-K that Elutia Inc. (ELUT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow ELUT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ELUT filings page.

Rhea-AI Summary

Elutia Inc. (ELUT) completed the sale of its SimpliDerm human acellular dermis business, which comprised substantially all assets of its Women’s Health segment, to Cellution Biologics Inc. on August 17, 2026. Elutia received $7.7 million of net cash proceeds at closing, subject to post‑closing inventory adjustments, and may receive up to an additional $3.0 million in contingent milestone payments over 18 months. A company press release describes total consideration of up to $11 million, including $8 million at closing before transaction expenses and adjustments. The sale is treated as a divestiture of a business and will be reported as a discontinued operation beginning with the quarter ended September 30, 2026, with detailed unaudited pro forma financials provided. Elutia also entered a five‑year non‑competition agreement in hADM lines, a transition services agreement of up to six months, and amended its Loan and Security Agreement to release the lien on the sold assets. Management states that the transaction strengthens the balance sheet with non‑dilutive capital and allows strategic focus on the NXT‑41x drug‑eluting biomatrix program.

Rhea-AI Summary

Elutia Inc. reported second quarter 2026 results and outlined funding and regulatory milestones for its NXT-41 and NXT-41x drug-eluting biomatrix programs. The company has secured up to $26 million of additional capital intended to fund operations through anticipated FDA clearance of NXT-41x and its first full commercial launch year in 2028, without an equity offering, and expects release of the remaining $8 million BioEnvelope escrow in the fourth quarter of 2026.

Elutia signed a definitive agreement to sell its SimpliDerm business for up to $11 million, including up to $3 million in contingent payments over 18 months after closing, and continues a strategic process for its Cardiovascular business. For the quarter ended June 30, 2026, net sales from continuing operations were $2.4 million versus $2.7 million a year earlier, with a net loss of $7.6 million versus $9.6 million. Gross margin improved to 59.6%, with non-GAAP adjusted gross margin of 70.7%. Cash and cash equivalents were $19.9 million at June 30, 2026, down from $36.4 million at December 31, 2025, and the accumulated deficit was $191.3 million.

Rhea-AI 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.

Rhea-AI Summary

Elutia Inc. signed an Asset Purchase Agreement to sell its SimpliDerm human acellular dermal matrix business to Cellution Biologics Inc. for up to $11 million. Consideration includes a base purchase price of $8 million in cash at closing, up to $2 million tied to technology transfer and manufacturing transition milestones over 18 months, and up to $1 million in earn-out payments based on SimpliDerm sales exceeding specified quarterly revenue targets.

The sale covers substantially all assets of Elutia’s Women’s Health segment, with Cellution Biologics assuming only certain contract-related liabilities. Elutia agreed to five-year non-competition and non-solicitation covenants in human acellular dermis products and will provide transition services after closing. Closing is expected in the second half of 2026, subject to customary conditions and an outside date of January 16, 2027. According to management, proceeds are intended to strengthen the balance sheet without equity dilution and support the planned 2027 commercial launch of NXT-41x.

Rhea-AI Summary

Elutia Inc. reported results of its 2026 annual stockholder meeting and an approved change to its long-term incentive plan. Stockholders approved a First Amendment to the Amended and Restated 2020 Incentive Award Plan, adding authorization for an additional 3,000,000 shares of Class A common stock for awards, extending the plan’s annual share increase feature through January 1, 2036 and moving the plan termination date to the tenth anniversary of the April 22, 2026 amendment date.

All other proposals passed, including election of two Class III directors to terms ending in 2029, ratification of PricewaterhouseCoopers LLP as auditor for 2026, and advisory approval of executive compensation. Stockholders also advised holding future say-on-pay votes every year, and the board chose an annual frequency accordingly.

Rhea-AI Summary

Elutia Inc. reported first quarter 2026 results, combining higher revenue with a wider loss as it invests in its drug-eluting biomatrix platform. Net sales from continuing operations were $3.1 million, slightly above the prior-year period, while net loss widened to $7.5 million from $3.9 million. GAAP gross margin improved to 57.9%, and adjusted gross margin rose to 66.5%, reflecting early benefits from automated manufacturing.

The company highlighted progress on its breast reconstruction pipeline. FDA review of the 510(k) for NXT-41 remains on track for anticipated clearance in the fourth quarter of 2026, with NXT-41x clearance anticipated in the first half of 2027. Elutia is advancing strategic processes for a potential SimpliDerm divestiture and evaluating acquisition interest in its Cardiovascular product line. Cash and escrowed funds totaled $36.5 million as of March 31, 2026, including $8.0 million in escrow related to a prior divestiture that is expected to be released in the fourth quarter of 2026.

Rhea-AI Summary

Elutia Inc. reported fourth-quarter and full-year 2025 results and highlighted a major strategic shift. Net sales from continuing operations were $3.3M in Q4 2025, up from $2.8M, but full-year 2025 sales declined to $12.3M from $14.5M.

Loss from continuing operations narrowed sharply to $15.9M in 2025 from $45.3M in 2024 as operating expenses fell. Thanks largely to a $88M BioEnvelope divestiture, income from discontinued operations was $69.3M, driving full-year net income of $53.4M versus a $53.9M loss in 2024.

Year-end cash and escrowed proceeds totaled $44.4M, with long-term debt eliminated and stockholders’ equity improving from a deficit of $(46.3M) to positive $27.7M. Elutia submitted its base biologic matrix NXT-41 to the FDA and expects NXT-41 clearance in the second half of 2026 and full NXT-41x clearance in the first half of 2027.

Rhea-AI Summary

Elutia Inc. adopted a new 2026 Inducement Award Plan to grant equity-based incentives to people who are newly hired by the company or its subsidiaries. The plan is intended to help attract, retain and motivate employees who are expected to make important contributions.

The Inducement Plan allows grants of stock options (excluding incentive stock options), stock appreciation rights, restricted stock, restricted stock units, other stock- or cash-based awards, and dividend equivalents, covering up to 2,000,000 shares of Class A common stock. Awards may only be made as material inducements to employment under Nasdaq Listing Rule 5635(c)(4), so stockholder approval was not required. The Compensation Committee administers the plan, sets vesting and other terms, and may adjust awards in connection with a change in control.

Rhea-AI 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.

Rhea-AI Summary

Elutia Inc. reported that it has issued a press release with preliminary financial results for the fourth quarter ended December 31, 2025. These preliminary figures are still subject to normal year-end accounting close and audit procedures, so final results may differ once the review is complete.

The company furnished the press release as an exhibit to the current report, making an early view of its quarter available while clarifying that this information is being provided for disclosure purposes and is not treated as formally filed under certain Exchange Act liability provisions.

Rhea-AI Summary

Elutia Inc. reported a Nasdaq bid-price deficiency. The company received notice that its Class A common stock closed below $1.00 for 30 consecutive business days, triggering non-compliance with Nasdaq Listing Rule 5550(a)(2). Trading on The Nasdaq Capital Market continues under “ELUT.”

Elutia has a 180‑day compliance period ending on May 6, 2026 to regain compliance. The company will be deemed compliant if its closing bid price is at least $1.00 for a minimum of ten consecutive business days, after which Nasdaq will confirm compliance. If unmet, Elutia may qualify for an additional 180 days if it meets other listing standards and notifies Nasdaq it may use a reverse stock split. Failing these steps could lead to delisting. Elutia plans to monitor its stock price and evaluate options.

Rhea-AI Summary

Elutia Inc. filed a current report to let investors know it has released its financial results for the third quarter ended September 30, 2025. The company issued a press release on November 6, 2025 describing its quarterly performance.

The press release is furnished as Exhibit 99.1 to this report and is incorporated by reference. Elutia clarifies that this earnings information is being furnished, not filed, which limits how it is treated under federal securities laws.

Rhea-AI 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.

Rhea-AI Summary

Elutia Inc. announced the closing of a sale of substantially all assets related to its cardiac implantable electronic device (CIED) business to Boston Scientific Corporation and Cardiac Pacemakers, Inc., under an Asset Purchase Agreement dated September 8, 2025. As part of the transaction, Elutia Med LLC amended its royalty agreement with Ligand Pharmaceuticals: Ligand agreed to consent to the sale and released its security interest in the CIED assets, and Elutia Med paid $1.1M in accrued unpaid royalties. The Royalty Agreement requires a 5.0% royalty on future sales of specified products through May 31, 2027, with annual minimum payments of $4.4M. Exhibits filed include the Asset Purchase Agreement, the Consent/Amendment with Ligand, a press release, and unaudited pro forma financial information.

Rhea-AI Summary

Elutia Inc. agreed to sell substantially all assets of its cardiac implantable electronic device (CIED) business, including CanGaroo, EluPro and related envelope products, to Boston Scientific Corporation and Cardiac Pacemakers Inc. for up to $88 million in cash. The price includes $80 million payable at closing and $8 million held in escrow for twelve months as an indemnity holdback.

The CIED assets comprise substantially all assets in Elutia’s Device Protection segment. Closing is subject to customary conditions, including required consents, no prohibitive laws or orders, no material adverse effect on the CIED business, and transfer of employees, and is expected in the fourth quarter of 2025.

Elutia agreed to five-year non‑competition restrictions in business lines related to the current CIED business and entered into customary mutual indemnification arrangements allocating liabilities between the parties for pre‑ and post‑closing periods and specified excluded assets and liabilities.

Rhea-AI Summary

Elutia Inc. disclosed that it entered into a Fifth Amendment to the Credit Agreement dated August 14, 2025 among Elutia Inc., SWK Funding LLC (as Agent) and the lenders party thereto. The 8-K lists this amendment as an exhibit (Exhibit 10.1) and cites Items 1.01 (entry into a material definitive agreement) and 2.03 (creation of a direct financial obligation or off-balance-sheet arrangement). The filing includes an Inline XBRL cover page (Exhibit 104). The document provides the existence and date of the amendment but does not disclose the amendment's terms, financial amounts, covenants, maturity changes, or other transactional details.

Rhea-AI Summary

Elutia Inc. furnished an update on its business by submitting a Form 8‑K that includes a press release announcing its financial results for the second quarter ended June 30, 2025. The press release is provided as Exhibit 99.1 and is incorporated by reference into this report. Elutia’s Class A common stock trades on the Nasdaq Capital Market under the symbol ELUT, and the company is identified as an emerging growth company under applicable SEC rules.