of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 Statement…

Completion of Acquisition or Disposition of Assets. Closing of Sale of SimpliDerm Business As previously reported, on July 16, 2026, Elutia Inc., a Delaware corporation (the “ Company ” or “ Elutia ”) executed an Asset Purchase Agreement (the “ Purchase Agreement ”) with Cellution Biologics Inc., a Delaware corporation (“ Cellution Biologics ”). Subject to the terms and conditions of the Purchase Agreement, Cellution Biologics agreed to purchase substantially all of the assets related to the…

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 6, 2026, 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,…

Entry into a Material Definitive Agreement. Agreement to Sell SimpliDerm Business On July 16, 2026, Elutia Inc., a Delaware corporation (the “Company” or “Elutia”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Cellution Biologics Inc. , a Delaware corporation (“Cellution Biologics”). Subject to the terms and conditions of the Purchase Agreement, at the closing (the “Closing”) of the transactions contemplated by the Purchase Agreement (collectively, such transaction…

The filing pertains to an amendment of the company's incentive award plan and does not involve any changes in management or executive roles.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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.

The filing describes the adoption of a new equity compensation plan, not a management change.

Results of Operations and Financial Condition. On January 12, 2026, Elutia Inc. (the “Company” or “Elutia”) issued a press release announcing its preliminary results for the fourth quarter ended December 31, 2025. The preliminary results are subject to normal year-end accounting closing and audit procedures. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. ​ The information in this

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 23, 2025, Elutia Inc., a Delaware corporation (the “ Company ” or “ Elutia ”), received a written notice (the “ Notice ”) from the Listing Qualifications Department (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) indicating that the Company is not in compliance with the continued listing requirement set forth in Nasdaq Listing Rule 5550(b)(2), which requires listed comp…

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…

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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.

Director — Ms. Maybelle Jordan and Mr. W. Matthew Zuga: Two directors resigned from the Board without any disagreement with the Company.

Entry into a Material Definitive Agreement. Agreement to Sell Cardiac Implantable Electronic Device Business On September 8, 2025, Elutia Inc. and its direct wholly-owned subsidiary Elutia Med LLC (collectively the “Company” or “Elutia”) executed an Asset Purchase Agreement (the “Purchase Agreement”) with Boston Scientific Corporation (“BSC”), a Delaware corporation, and Cardiac Pacemakers Inc. (“CPI”), a Minnesota corporation (collectively with BSC, the “Buyers”). Subject to the terms and co…

Regulation FD Disclosure. On September 9, 2025, Elutia issued a press release announcing the Purchase Agreement, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, no…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in

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 $2…

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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.

Entry into a Material Definitive Agreement Ligand Royalty Agreement Amendment In 2017, Elutia Med LLC (“Elutia Med”), a wholly owned subsidiary of Elutia Inc. (the “Company” or “Elutia”) and Ligand Pharmaceuticals Incorporated (“Ligand”) entered into that certain royalty agreement dated as of May 31, 2017, as amended effective as of January 10, 2024 (the “Royalty Agreement”). The Royalty Agreement requires Elutia Med to pay Ligand 5.0% of future sales of the CanGaroo, ProxiCor, Tyke and VasCu…

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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.

Unregistered Sales of Equity Securities The information contained in

Termination of a Material Definitive Agreement. On April 30, 2025, Elutia Inc. (the “Company”) and LeMaitre Vascular, Inc. (“LeMaitre”) terminated their relationship under the Distribution Agreement (the “Distribution Agreement”), dated April 20, 2023, pursuant to which LeMaitre was the Company’s exclusive distributor for its ProxiCor® PC, ProxiCor® CTR, Tyke® and VasCure® product lines (the “Products”) in the United States. The Company is transitioning to direct distribution of the Products…

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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.

Entry into a Material Definitive Agreement. On February 3, 2025, Elutia Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with Lake Street Capital Markets, LLC (“Placement Agent”) and a securities purchase agreement (the “Purchase Agreement”) with certain purchasers pursuant to which the Company agreed to sell, in a registered direct offering (the “Offering”), an aggregate of (i) 5,520,000 shares (the “Shares”) of Class A common stock, par value…