ELUTIA INC.

false 0001708527 0001708527 2026-07-16 2026-07-16 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): July 20, 2026 ( July 16, 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) (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 ¨ 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 1.01 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 transactions, the “Asset Purchase”), Cellution Biologics will purchase from the Company substantially all of the assets related to the Company’s business of commercializing, manufacturing, distributing, selling and/or marketing human acellular dermis (hADM) products for use in the field of breast reconstruction under the SimpliDerm® brand (the “SimpliDerm Business”). The assets of the SimpliDerm Business constitute substantially all of the assets currently held in Elutia’s Women’s Health segment. Cellution Biologics is only assuming certain liabilities related to performance of the contracts transferred in the Asset Purchase (such liabilities, the “Assumed Liabilities”). The Purchase Agreement provides for aggregate consideration payable to the Company of up to $11 million, consisting of: (i) a base purchase price of $8 million in cash, payable at Closing, subject to adjustment for any inventory shortfall; (ii) a contingent payment of up to $2 million, payable upon completion of certain technology transfer and manufacturing transition milestones within an 18-month period following the Closing, subject to reduction for sales shortfalls against monthly SimpliDerm sales targets during such transition period; and (iii) contingent payments of up to $1 million, in the aggregate, in the form of earn-out payments, payable for any four of the first five quarters following the Closing in which SimpliDerm sales exceed a specified quarterly revenue target (collectively, the “Purchase Price”). In connection with the Purchase Agreement, the Company has agreed, for a five-year period following the Closing, to be subject to certain non-competition restrictions in the business of manufacturing, marketing, distributing or selling human acellular dermis products. The Company has also agreed not to solicit Cellution Biologics’ employees and independent contractors for a period of five years following the Closing. The Company and Cellution Biologics have also negotiated a transition services agreement, to be entered into at Closing, pursuant to which the Company will agree to perform certain transition services for a period of time following the Closing with respect to Cellution Biologics’ use and operation of the assets purchased in the Asset Purchase. The Purchase Agreement contains customary representations, warranties and covenants of the parties. The Company and Cellution Biologics have agreed to indemnify each other from and against losses the respective parties may incur arising out of breaches of the other party’s representations, warranties and covenants contained in the Purchase Agreement. In addition, Cellution Biologics has agreed to indemnify the Company for losses relating to the Assumed Liabilities (as defined in the Purchase Agreement), and the Company has agreed to indemnify Cellution Biologics for losses relating to the Excluded Assets and Excluded Liabilities (each as defined in the Purchase Agreement). The Company has also agreed to indemnify Cellution Biologics for losses related to the operation of the SimpliDerm Business prior to Closing, certain transaction expenses, certain successor-liability matters, and certain specified litigation matters. Certain of the indemnification obligations of the parties under the Purchase Agreement are subject to specified survival limitations, including an 18-month general survival period, a three-year survival period for certain special representations, and a six-year or longer survival period for certain fundamental representations. The Company’s liability under the Purchase Agreement is subject to a deductible amount equal to 10% of the Purchase Price, overall cap amounts ranging from 10% to 100% of the Purchase Price depending on the nature of the representations, and other customary exceptions and limitations. The remedies provided under the Purchase Agreement’s indemnification provisions are the parties’ sole and exclusive remedies, subject to customary carve-outs for fraud and specific performance. The Closing is subject to customary closing conditions, including, among others, (i) the accuracy of representations and warranties set forth in the Purchase Agreement (subject to customary materiality qualifiers), (ii) the absence of any Material Adverse Effect (as defined in the Purchase Agreement) with respect to the SimpliDerm Business, (iii) material compliance with covenants set forth in the Purchase Agreement, (iv) the execution and delivery of certain related ancillary documents, (v) no termination or material impairment of assumed or shared contracts, (vi) resolution of certain supply related matters, and (vii) certain other conditions set forth in the Purchase Agreement. Subject to the satisfaction or waiver of the conditions to Closing, the Company expects the Closing to occur in the second half of 2026. The Company and Cellution Biologics are each permitted under certain circumstances to terminate the Purchase Agreement, including in the event that (i) the Closing has not occurred by January 16, 2027, (ii) any final and nonappealable order is issued and effective or a law is enacted that prohibits or makes illegal the Asset Purchase, or (iii) if the other party to the Purchase Agreement has breached any representation, warranty, covenant or other agreement such that the closing conditions relating to either the accuracy of representations or the satisfaction of covenants