Elutia Inc. Files 8-K for Material Agreement

TL;DR

Elutia Inc. (formerly Aziyo) filed an 8-K on Sept 9 for a material agreement dated Sept 8.

AI Summary

Elutia Inc. (formerly Aziyo Biologics, Inc.) filed an 8-K on September 9, 2025, reporting on a material definitive agreement entered into on September 8, 2025. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and its principal executive offices are located at 20 Firstfield Road, Gaithersburg, MD 20878.

Why It Matters

This 8-K filing signals a significant event for Elutia Inc., potentially involving a new contract or partnership that could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the specifics of this agreement are not detailed in the provided excerpt, necessitating further review.

Key Players & Entities

• ELUTIA INC. (company) — Registrant
• AZIYO BIOLOGICS, INC. (company) — Former Company Name
• September 9, 2025 (date) — Filing Date
• September 8, 2025 (date) — Earliest Event Reported Date
• Delaware (jurisdiction) — State of Incorporation
• 20 Firstfield Road, Gaithersburg, MD 20878 (address) — Principal Executive Offices
• 240-247-1170 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value per share ELUT The Nasdaq
• $88 million — rms of the Purchase Agreement, of up to $88 million in cash, with $80 million due at Closin
• $80 million — ent, of up to $88 million in cash, with $80 million due at Closing and $8 million held in e
• $8 million — sh, with $80 million due at Closing and $8 million held in escrow for a period of twelve m

Filing Documents

• tm2525591d1_8k.htm (8-K) — 46KB
• tm2525591d1_ex10-1.htm (EX-10.1) — 621KB
• tm2525591d1_ex99-1.htm (EX-99.1) — 15KB
• tm2525591d1_ex99-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-25-088481.txt ( ) — 996KB
• elut-20250908.xsd (EX-101.SCH) — 3KB
• elut-20250908_lab.xml (EX-101.LAB) — 33KB
• elut-20250908_pre.xml (EX-101.PRE) — 22KB
• tm2525591d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 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"). by the Purchase Agreement (the "Asset Purchase"), the Buyers will purchase from the Company substantially all of the assets that are related to the Company's business of researching, developing, administering, operating, commercializing, manufacturing, selling and marketing its cardiac implantable electronic device ("CIED") products, including its CanGaroo, CanGaroo RM, EluPro and CIED envelope products, including next generation CIED envelope products (collectively the "CIED Business"). The assets of the CIED Business constitute substantially all of the assets currently held in Elutia's Device Protection segment. The Buyers are only assuming certain liabilities related to performance of the contracts transferred in the Asset Purchase. The Purchase Agreement provides for an aggregate purchase price, subject to certain adjustments pursuant to the terms of the Purchase Agreement, of up to $88 million in cash, with $80 million due at Closing and $8 million held in escrow for a period of twelve months as a customary indemnity holdback. In connection with the Purchase Agreement, the Company has also agreed, for a five-year period following the Closing, to be subject to certain non-competition restrictions in business lines related to the current CIED Business. The Purchase Agreement contains customary representations, warranties and covenants of the parties. The Company

01 Regulation FD Disclosure

Item 7.01 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, 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.

Forward-Looking Statements

Forward-Looking Statements This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as "projects," "may," "will," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "potential," "promise" or similar references to future periods. All statements contained in this report that do not relate to matters of historical fact should be considered forward-looking which is subject to customary closing conditions. Forward-looking statements are based on management's current assumptions and expectations of future events and trends, which affect or may affect our business, strategy, operations or financial performance, and actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, and other important factors that may cause actual results, performance or achievements to differ materially from those contemplated or implied in this press release, including, but not limited to: risks associated with shifting focus to our drug-eluting biomatrix solutions in the breast reconstruction area and away from our CIED Business; risks regarding delays in completing the proposed disposition of the CIED Business, or to meet any of the other closing conditions to the proposed transaction on a timely basis or at all; our ability to successfully execute or achieve expected benefits from the divestiture of our CIED Business; our ability to continue as a going concern; our ability to achieve or sustain profitability; risk of product l

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1* Asset Purchase Agreement, dated September 8, 2025, by and among Boston Scientific Corporation and Cardiac Pacemakers Inc. and Elutia Inc. and Elutia Med LLC 99.1 Press release of Elutia Inc., dated September 9, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL document) *Certain confidential information contained in this Exhibit, marked in brackets, has been omitted, because it is both not material and of the type of information that the registrant treats as private or confidential. Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

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: September 9, 2025 By: /s/ Matthew Ferguson Matthew Ferguson Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR