Elutia Inc. Enters Material Definitive Agreement

TL;DR

Elutia Inc. just signed a big deal, filing an 8-K on 6/16/24.

AI Summary

On June 16, 2024, Elutia Inc. entered into a material definitive agreement. The company, formerly known as Aziyo Biologics, Inc., is incorporated in Delaware and operates in the biological products sector.

Why It Matters

This filing indicates a significant new contract or partnership for Elutia Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks and opportunities, the specifics of which are not detailed in this initial filing.

Key Players & Entities

• Elutia Inc. (company) — Registrant
• Aziyo Biologics, Inc. (company) — Former company name
• June 16, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value per share ELUT The Nasdaq
• $3 — each share of Class A Common Stock was $3.40, and the public offering price for e
• $3.399 — ng price for each Prefunded Warrant was $3.399. The Prefunded Warrants have an exercis
• $13.26 m — ny from the Offering were approximately $13.26 million, before deducting the Placement A

Filing Documents

• tm2417396d2_8k.htm (8-K) — 49KB
• tm2417396d2_ex4-1.htm (EX-4.1) — 101KB
• tm2417396d2_ex5-1.htm (EX-5.1) — 22KB
• tm2417396d2_ex10-1.htm (EX-10.1) — 67KB
• tm2417396d2_ex10-2.htm (EX-10.2) — 206KB
• tm2417396d2_ex99-1.htm (EX-99.1) — 9KB
• tm2417396d2_ex5-1img001.jpg (GRAPHIC) — 1KB
• tm2417396d2_ex99-1img01.jpg (GRAPHIC) — 8KB
• 0001104659-24-072818.txt ( ) — 744KB
• elut-20240616.xsd (EX-101.SCH) — 3KB
• elut-20240616_lab.xml (EX-101.LAB) — 33KB
• elut-20240616_pre.xml (EX-101.PRE) — 22KB
• tm2417396d2_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 16, 2024, 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) 3,175,000 shares (the "Shares") of Class A common stock, par value $0.001 per share (the "Class A Common Stock"), of the Company, and (ii) prefunded warrants (the "Prefunded Warrants") to purchase up to an aggregate of 725,000 shares of Class A Common Stock (the "Prefunded Warrant Shares"). The public offering price for each share of Class A Common Stock was $3.40, and the public offering price for each Prefunded Warrant was $3.399. The Prefunded Warrants have an exercise price of $0.001 per share of Class A Common Stock, are exercisable immediately and will expire when exercised in full. The Offering closed on June 18, 2024. The gross proceeds to the Company from the Offering were approximately $13.26 million, before deducting the Placement Agent's fees and expenses and other Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. Each of the Placement Agency Agreement and the Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. Additionally, each of the directors and officers of the Company, pursuant to lock-up agreements, agreed not to sell or transfer any of the Company securities which they hold, subject to certain exceptions, during the 90-day period following the closing of the Offering. Pursuant to the Purchase Agreement, from the date of such agr

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 17, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The information in this Item 7.01 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 4.1 Form of Prefunded Warrant 5.1 Opinion of Kilpatrick Townsend & Stockton LLP 10.1 Placement Agency Agreement 10.2 Form of Securities Purchase Agreement 23.1 Consent of Kilpatrick Townsend & Stockton LLP (contained in Exhibit 5.1) 99.1 Press Release of the Company dated June 17, 2024 104 Cover Page Interactive Data File (formatted as 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. Date: June 18, 2024 By: /s/ Matthew Ferguson Matthew Ferguson Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR