ELUTIA INC. 10-Q

Item 5. Other Information. (a) Termination of Consulting Agreement; Amendment to RSU Vesting Terms ​ As previously reported, on October 10, 2025, the Company announced that Mr. Guido Neels had been elected to the Board of Directors, effective October 9, 2025. Also as previously reported, the Company and Mr. Neels were parties to a consulting agreement dated as of December 1, 2023 (the “ Consulting Agreement ”) pursuant to which Mr. Neels provided the Company with advice and counsel on an independent contractor basis on business and financial matters and other matters within Mr. Neels’ experience. The Consulting Agreement is filed herewith as Exhibit 10.42. ​ In consideration of Mr. 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. In addition, on March 5, 2025, pursuant to the Consulting Agreement, Mr. 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. The RSUs were granted under the Company’s 2020 Incentive Award Plan and settle in shares of the Company’s Class A Common Stock. ​ The parties terminated the Consulting Agreement effective November 11, 2025. In view of Mr. Neels’s continuing service to the Company as a member of the Board, the RSU grants under the Consulting Agreement were 48 Table of Contents amended to provide for continued vesting on the original schedule notwithstanding the termination of the Consulting Agreement, provided Mr. Neels remains a director upon each subsequent vesting date. ​ The foregoing summary of the Consulting Agreement is qualified in its entirety by reference to the full text of such agreement. ​ (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). ​ Item 6. Exhibits. ​ ​ ​ Exhibit Number Description Form File No. Exhibit Filing Date Filed/ Furnished Herewith 2.1 ​ Asset Purchase Agreement, dated September 17, 2023, by and among Elutia Inc., Berkeley Biologics, LLC, and GNI Group, Ltd. (solely with respect to Section 11.18) 8-K 001-39577 10.1 9/19/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.1a ​ Restated Certificate of Incorporation of Elutia Inc. 8-K 001-39577 3.1 10/13/2020 ​ ​ ​ ​ ​ ​ ​ ​ 3.1b ​ Certificate of Amendment to the Restated Certificate of Incorporation of Elutia Inc. 8-K 001-39577 3.1 09/07/2023 ​ ​ ​ 3.2 ​ Amended and Restated Bylaws of Elutia Inc. 8-K 001-39577 3.2 10/13/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Second Amended and Restated Investor Rights Agreement, dated as of September 14, 2020, among the Registrant and the investors named therein S-1 333-248788 4.1 09/14/2020 ​ ​ ​ 4.2 ​ Specimen stock certificate evidencing the shares of Class A common stock S-1 333-248788 4.2 09/14/2020 ​ ​ ​ 4.3 ​ Specimen stock certificate evidencing the shares of Class B common stock S-1/A 333-248788 4.3 09/30/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.4 ​ Warrant to Purchase Stock, issued on August 10, 2022, by Elutia Inc.to SWK Funding LLC. ​ 8-K 001-39577 4.1 8/15/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.5 ​ Form of Common Warrant 8-K 001-39577 4.1 9/21/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.6 ​ 2023 Form of Prefunded Warrant 8-K 001-39577 4.2 9/21/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.7 ​ Registration Rights Agreement, dated September 21, 2023, by and among Elutia Inc. and the Investors named therein 8-K 001-39577 10.2 9/21/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.8 ​ 2024 Form of Prefunded Warrant 8-K 001-39577 4.1 6/18/2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.10 ​ 2025 Form of Prefunded Warrant 8-K 001-39577 4.1 2/4/2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ 49 Table of Contents 10.39 ​ 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. 8-K 001-39577 10.1 8/20/2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.40+† ​ Asset Purchase Agreement, dated September 8, 2025, by and among Boston Scientific Corporation and Cardiac Pacemakers Inc. and Elutia Inc. and Elutia Med LLC 8-K 001-39577 10.1 9/9/2025 ​ 10.41‡ ​ Consent, Release and Amendment No. 3 dated as of October 1, 2025 to Royalty Agreement by and between Elutia Med LLC and Ligand Pharmaceuticals Incorporated. 8-K 001-39577 10.2 10/7/2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.42 ​ Consulting Agreement, dated December 1, 2023, between Elutia Inc. and Guido Neels ​ ​ ​ ​ * ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ 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. * ​ 31.2 ​ Certification of Principal Financial 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. * ​ 32.1 ​ Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** ​ 32.2 ​ Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** ​ 101.INS ​ Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document * ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document * ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document * ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document * ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document * 50 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ​ ​ ​ ​ * ​ * Filed herewith. ​ ** Furnished herewith. ​ + 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. ​ ‡ Certain confidential information contained in this Exhibit, marked in brackets, has been omitted, pursuant to Item 601(a)(6) of Regulation S-K. ​ ​ ​ ​ ​ ​ 51 Table of Contents 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 thereunto duly authorized. ​ ELUTIA INC. ​ Date: November 12, 2025 By: /s/ C. Randal Mills, Ph.D. ​ ​ C. Randal Mills, Ph.D. ​ ​ President and Chief Executive Officer ​ ​ (principal executive officer) ​ Date: November 12, 2025 By: /s/ Matthew Ferguson ​ ​ Matthew Ferguson ​ ​ Chief Financial Officer ​ ​ (principal financial officer and principal accounting officer) ​ ​ ​ 52