Elutia Inc. Files 8-K with Material Agreement Details

TL;DR

Elutia Inc. (formerly Aziyo Biologics) filed an 8-K on Feb 3, 2025, reporting a material definitive agreement.

AI Summary

On February 3, 2025, Elutia Inc. filed an 8-K report detailing a material definitive agreement. The filing also included Regulation FD disclosures and financial statements/exhibits. Elutia Inc. was formerly known as Aziyo Biologics, Inc. until June 5, 2017.

Why It Matters

This 8-K filing signals a significant development for Elutia Inc., potentially impacting its business operations and investor outlook.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications for the company's future performance and financial health.

Key Players & Entities

• ELUTIA INC. (company) — Registrant
• February 3, 2025 (date) — Date of earliest event reported
• AZIYO BIOLOGICS, INC. (company) — Former company name
• June 5, 2017 (date) — Date of name change
• 12510 Prosperity Drive, Suite 370, Silver Spring, MD 20904 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value per share ELUT The Nasdaq
• $2 — each share of Class A Common Stock was $2.50, and the public offering price for e
• $2.499 — ng price for each Prefunded Warrant was $2.499. The Prefunded Warrants have an exercis
• $15.0 m — ny from the Offering were approximately $15.0 million, before deducting the Placement A
• $100.0 million — tion statement to register no more than $100.0 million aggregate in offered securities and (b)

Filing Documents

• tm255299d1_8k.htm (8-K) — 45KB
• tm255299d1_ex4-1.htm (EX-4.1) — 96KB
• tm255299d1_ex5-1.htm (EX-5.1) — 24KB
• tm255299d1_ex10-1.htm (EX-10.1) — 73KB
• tm255299d1_ex10-2.htm (EX-10.2) — 197KB
• tm255299d1_ex99-1.htm (EX-99.1) — 6KB
• tm255299d1_ex5-1img001.gif (GRAPHIC) — 1KB
• tm255299d1_ex99-1img001.jpg (GRAPHIC) — 8KB
• 0001104659-25-009187.txt ( ) — 731KB
• elut-20250203.xsd (EX-101.SCH) — 3KB
• elut-20250203_lab.xml (EX-101.LAB) — 33KB
• elut-20250203_pre.xml (EX-101.PRE) — 22KB
• tm255299d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 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 $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 480,000 shares of Class A Common Stock (the "Prefunded Warrant Shares"). The public offering price for each share of Class A Common Stock was $2.50, and the public offering price for each Prefunded Warrant was $2.499. 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 February 4, 2025. The gross proceeds to the Company from the Offering were approximately $15.0 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 Placement Agency Agreement, from the da

01

Item 7.01 Regulation FD Disclosure. On February 3, 2025, 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.

Financial Statements and Exhibits

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 February 3, 2025 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: February 4, 2025 By: /s/ Matthew Ferguson Matthew Ferguson Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR