ELUTIA INC. Reports Officer Compensation, Director Changes

TL;DR

**ELUTIA INC. just signaled executive and compensation changes, watch for strategic shifts.**

AI Summary

ELUTIA INC. (formerly AZIYO BIOLOGICS, INC.) filed an 8-K on February 2, 2024, reporting an event that occurred on January 31, 2024. This filing indicates a change in the company's compensatory arrangements for certain officers, as well as potential changes in directors or officers. This matters to investors because changes in executive compensation or leadership can signal shifts in company strategy, financial health, or governance, potentially impacting future stock performance.

Why It Matters

Changes in executive compensation and leadership can directly influence a company's strategic direction and operational efficiency, which are key drivers of long-term stock value.

Risk Assessment

Risk Level: medium — Changes in leadership and compensation can introduce uncertainty, but the specific details are not yet fully disclosed, making the impact moderate.

Analyst Insight

A smart investor would monitor subsequent filings (like 10-K or proxy statements) for specific details on the leadership changes and compensation structures, as these will provide clearer insights into the company's future direction and potential impact on shareholder value.

Key Players & Entities

• ELUTIA INC. (company) — registrant
• AZIYO BIOLOGICS, INC. (company) — former company name
• January 31, 2024 (date) — date of earliest event reported
• February 2, 2024 (date) — filing date
• 001-39577 (other) — Commission File Number
• 47-4790334 (other) — IRS Employer Identification No.
• 12510 Prosperity Drive, Suite 370, Silver Spring, MD 20904 (other) — principal executive offices address
• 240-247-1170 (other) — Registrant’s telephone number

Forward-Looking Statements

• ELUTIA INC. will announce specific details regarding changes in its board of directors or executive officers. (ELUTIA INC.) — medium confidence, target: 2024-03-31
• The company will provide further clarification on the new compensatory arrangements for its officers. (ELUTIA INC.) — medium confidence, target: 2024-04-30

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value per share ELUT The Nasdaq
• $12 — ds (for 20 consecutive trading days) of $12.50, $17.00, $25.00 and $37.00 per share
• $17 — 20 consecutive trading days) of $12.50, $17.00, $25.00 and $37.00 per share, and th
• $25.00 — cutive trading days) of $12.50, $17.00, $25.00 and $37.00 per share, and the agreement
• $37.00 — ing days) of $12.50, $17.00, $25.00 and $37.00 per share, and the agreements were amen
• $6 — ds (for 20 consecutive trading days) of $6.00, $10.00, $14.00 and $18.00 per share
• $10 — 20 consecutive trading days) of $6.00, $10.00, $14.00 and $18.00 per share. All ot
• $14.00 — ecutive trading days) of $6.00, $10.00, $14.00 and $18.00 per share. All other terms o
• $18.00 — ding days) of $6.00, $10.00, $14.00 and $18.00 per share. All other terms of such stoc
• $3.61 — ck, with an exercise price per share of $3.61 (the closing price of the Company's Cla
• $7.00 — n exercise price per share greater than $7.00. Upon approval of the program by the Co
• $7.16 — d original exercise prices ranging from $7.16 per share to $17.00 per share. The repr
• $17.00 — prices ranging from $7.16 per share to $17.00 per share. The repricing did not includ
• $2.37 — tions with exercise prices ranging from $2.37 per share to $6.39 per share, stock opt
• $6.39 — prices ranging from $2.37 per share to $6.39 per share, stock options held by the Co

Filing Documents

• tm244998d1_8k.htm (8-K) — 45KB
• tm244998d1_ex10-1.htm (EX-10.1) — 6KB
• tm244998d1_ex10-2.htm (EX-10.2) — 6KB
• tm244998d1_ex10-3.htm (EX-10.3) — 66KB
• tm244998d1_ex10-4.htm (EX-10.4) — 47KB
• 0001104659-24-010063.txt ( ) — 377KB
• elut-20240131.xsd (EX-101.SCH) — 3KB
• elut-20240131_lab.xml (EX-101.LAB) — 33KB
• elut-20240131_pre.xml (EX-101.PRE) — 22KB
• tm244998d1_8k_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 31, 2024, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Elutia Inc., a Delaware corporation (the "Company") approved actions, which are described further below and in Item 8.01 of this Current Report on Form 8-K (the "Report"), pursuant to which the Company repriced and restructured certain of the Company's outstanding equity incentives, and granted additional equity incentives to certain employees of the Company (collectively, the "Compensation Actions"). The Compensation Actions included the following: Amendments to CEO Incentive Agreements . The Company and C. Randal Mills, Ph.D., the Company's President and Chief Executive Officer, entered into amendments to his existing stock option agreements, dated June 21, 2022, covering 182,511 shares of Class A common stock, par value $0.001 per share, of the Company ("Class A Common Stock"), and his existing restricted stock unit ("RSU") agreements, dated June 21, 2022, covering 89,894 shares of Class A Common Stock. The stock options and RSUs granted under such agreements were scheduled to vest ratably upon the Company achieving share price thresholds (for 20 consecutive trading days) of $12.50, $17.00, $25.00 and $37.00 per share, and the agreements were amended to provide that the incentives would instead vest ratably upon the Company achieving closing share price thresholds (for 20 consecutive trading days) of $6.00, $10.00, $14.00 and $18.00 per share. All other terms of such stock option agreements and restricted stock unit agreements, including the number of shares of Class A Common Stock subject thereto and the requirement that the recipient remain in service with the Company through the applicable vesting date, remained unchanged. New CEO Incentives . Dr. Mills was granted stock options covering 650,000

01 Other Events

Item 8.01 Other Events. As a part of the Compensation Actions described in Item 5.02 to this Report, on January 31, 2024, the Compensation Committee, pursuant to the authority granted to it under the terms of the Aziyo Biologics, Inc. 2020 Incentive Award Plan (the "2020 Plan") and Aziyo Biologics, Inc. Amended and Restated 2020 Incentive Award Plan (the "2023 Plan"), approved an exchange program, with effect from the date of approval, to reprice options to purchase Class A Common Stock (i) that were granted under the 2020 Plan or 2023 Plan, (ii) were held as of the effective date by the Company's then-current employees and consultants other than the Company's executive officers (Dr. Mills, Mr. Ferguson, and Dr. Williams), (iii) do not qualify as incentive stock options, and (iv) have an exercise price per share greater than $7.00. Upon approval of the program by the Compensation Committee, the repriced stock options were immediately repriced such that the exercise price per share for such options was reduced to $3.61 per share, which was the closing price of the Company's Class A Common Stock on the date of approval. There were no changes to the number of shares underlying the repriced stock options or to the vesting schedules or expiration dates of the repriced stock options. The repriced stock options cover a total of 144,427 shares of Class A Common Stock and had original exercise prices ranging from $7.16 per share to $17.00 per share. The repricing did not include outstanding options under the Company's incentive award plans covering a total of 1,353,849 shares of Class A Common Stock, which consisted of stock options with exercise prices ranging from $2.37 per share to $6.39 per share, stock options held by the Company's executive officers, and certain incentive stock options, all of which options remain unchanged. In addition to the ineligible options held by the Company's executive officers, options held by non-employee members of the Company's Board of D

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 10.1 Form of Amendment to Stock Option Agreements, dated January 31, 2024, between the Company and C. Randal Mills, Ph.D. 10.2 Form of Amendment to Restricted Stock Unit Agreements, dated January 31, 2024, between the Company and C. Randal Mills, Ph.D. 10.3 Form of Stock Option Agreement under the Aziyo Biologics, Inc. Amended and Restated 2020 Incentive Award Plan. 10.4 Form of Restricted Stock Unit Agreement under the Aziyo Biologics, Inc. Amended and Restated 2020 Incentive Award Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: February 2, 2024 By: /s/ Matthew Ferguson Matthew Ferguson Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR