Other Information.
−Removed: During the six months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any " non-Rule 10b5 -1 trading arrangement" (as defined in Item 408 of Regulation S-K).
+Added: (a) Termination of Consulting Agreement;
+Added: Amendment to RSU Vesting Terms
+Added: As previously reported, on October 10, 2025, the Company announced that Mr.
+Added: Guido Neels had been elected to the Board of Directors, effective October 9, 2025.
+Added: Also as previously reported, the Company and Mr.
+Added: Neels were parties to a consulting agreement dated as of December 1, 2023 (the “ Consulting Agreement ”) pursuant to which Mr.
+Added: Neels provided the Company with advice and counsel on an independent contractor basis on business and financial matters and other matters within Mr.
+Added: Neels’ experience.
+Added: The Consulting Agreement is filed herewith as Exhibit 10.42.
+Added: In consideration of Mr.
+Added: Neels’ consulting services, the Company issued him 50,000 restricted stock units (“ RSUs ”) on December 20, 2023, which vest in eight equal installments commencing March 1, 2024 and on the 1st of every third month thereafter until fully vested on December 1, 2025.
+Added: In addition, on March 5, 2025, pursuant to the Consulting Agreement, Mr.
+Added: Neels was granted 25,000 RSUs which vest in four equal installments commencing on March 10, 2025 and on the 10th of every third month thereafter until fully vested on December 10, 2025.
+Added: The RSUs were granted under the Company’s 2020 Incentive Award Plan and settle in shares of the Company’s Class A Common Stock.
+Added: The parties terminated the Consulting Agreement effective November 11, 2025.
+Added: In view of Mr.
+Added: Neels’s continuing service to the Company as a member of the Board, the RSU grants under the Consulting Agreement were
+Added: amended to provide for continued vesting on the original schedule notwithstanding the termination of the Consulting Agreement, provided Mr.
+Added: Neels remains a director upon each subsequent vesting date.
+Added: The foregoing summary of the Consulting Agreement is qualified in its entirety by reference to the full text of such agreement.
+Added: (b) During the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any " non-Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K).
Filed/ Furnished Herewith
14 unchanged sentences
2025 Form of Prefunded Warrant
−Removed: Subscription Agreement and Amendment No.
−Removed: 2 to Royalty Agreement dated May 8, 2025 between Elutia Inc., Elutia Med LLC and Ligand Pharmaceuticals Incorporation
−Removed: Fourth Amendment to Credit Agreement dated May 7, 2025 by and among Elutia Inc., SWK Funding LLC as Agent and the lenders from time to time party thereto
+Added: Fifth Amendment to Credit Agreement, dated as of August 14, 2025, by and among Elutia Inc., SWK Funding LLC, as Agent, and the Lenders from time to time party thereto.
+Added: Asset Purchase Agreement, dated September 8, 2025, by and among Boston Scientific Corporation and Cardiac Pacemakers Inc.
+Added: and Elutia Inc.
+Added: and Elutia Med LLC
+Added: Consent, Release and Amendment No.
+Added: 3 dated as of October 1, 2025 to Royalty Agreement by and between Elutia Med LLC and Ligand Pharmaceuticals Incorporated.
+Added: Consulting Agreement, dated December 1, 2023, between Elutia Inc.
+Added: and Guido Neels
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
** Furnished herewith.
+Added: + 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.
+Added: † Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
+Added: ‡ Certain confidential information contained in this Exhibit, marked in brackets, has been omitted, pursuant to Item 601(a)(6) of Regulation S-K.
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 thereunto duly authorized.
−Removed: August 14, 2025
+Added: November 12, 2025
Randal Mills, Ph.D.
2 unchanged sentences
(principal executive officer)
−Removed: August 14, 2025
+Added: November 12, 2025
/s/ Matthew Ferguson
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.