ELUTIA INC. 10-Q

Item 5. Other Information. During the three months ended March 31, 2026, 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 ​ ​ ​ 40 Table of Contents 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.9 ​ 2025 Form of Prefunded Warrant 8-K 001-39577 4.1 2/4/2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.43 ​ Elutia Inc. 2026 Inducement Award Plan 8-K 001-39577 10.1 3/9/2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.44 ​ Form of Stock Option Agreement under the Elutia Inc. 2026 Inducement Award Plan 8-K 001-39577 10.2 3/9/2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ 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. ** ​ 41 Table of Contents 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 * ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ​ ​ ​ ​ * ​ * Filed herewith. ​ ** Furnished herewith. ​ ​ ​ ​ ​ ​ ​ 42 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: May 15, 2026 By: /s/ C. Randal Mills, Ph.D. ​ ​ C. Randal Mills, Ph.D. ​ ​ President and Chief Executive Officer ​ ​ (principal executive officer) ​ Date: May 15, 2026 By: /s/ Matthew Ferguson ​ ​ Matthew Ferguson ​ ​ Chief Financial Officer ​ ​ (principal financial officer and principal accounting officer) ​ ​ ​ 43