What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 225 added, 150 removed, 492 unchanged (43% of the section changed)

7 unchanged sentences

Prepaid expenses and other current assets

Divestiture proceeds receivables

Divestiture proceeds receivable

Total current assets

16 unchanged sentences

Stockholders’ equity (deficit):

Class A Common stock, $ 0.001 par value per share, 200,000,000 shares authorized as of March 31, 2026 and December 31, 2025, and 44,208,236 and 42,784,848 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Class B Common stock, $ 0.001 par value per share, 20,000,000 shares authorized as of March 31, 2026 and December 31, 2025, and no shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Class A Common stock, $ 0.001 par value per share, 200,000,000 shares authorized as of June 30, 2026 and December 31, 2025, and 44,289,230 and 42,784,848 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Class B Common stock, $ 0.001 par value per share, 20,000,000 shares authorized as of June 30, 2026 and December 31, 2025 and no shares issued and outstanding as of June 30, 2026 and December 31, 2025

Additional paid-in capital

6 unchanged sentences

Three Months Ended

Six Months Ended

Cost of goods sold

4 unchanged sentences

Total operating expenses

Loss from continuing operations

Interest (income) expense, net

Loss (gain) on revaluation of warrant liability

Loss from operations

Interest income, net

(Gain) loss on revaluation of warrant liability

Other (income) expense, net

Loss from continuing operations before provision for income taxes

Loss before provision for income taxes

Income tax expense

Net loss from continuing operations

Income (loss) from discontinued operations

(Loss) income from discontinued operations

dilutive gain on revaluation of warrant liability

Net loss for dilutive earnings per share

Net loss for diluted earnings per share

Net loss from continuing operations per share - basic

Net loss from continuing operations per share - diluted

Net income (loss) from discontinued operations per share - basic

Net income (loss) from discontinued operations per share - diluted

Net (loss) income from discontinued operations per share - basic

Net (loss) income from discontinued operations per share - diluted

Net loss per share - basic

7 unchanged sentences

Equity (Deficit)

Balance, March 31, 2026

Exercise of stock options

Vesting of restricted stock units, net of shares withheld and taxes paid

Stock-based compensation

Balance, June 30, 2026

Balance, March 31, 2025

Issuance of common stock as payment under revenue interest obligation

Issuance of common stock as payment of interest

Exercise of Prefunded Warrants

Vesting of restricted stock units, net of shares withheld and taxes paid

Stock-based compensation

Balance, June 30, 2025

Stockholders'

Equity (Deficit)

Balance, December 31, 2025

2 unchanged sentences

Vesting of restricted stock units, net of shares withheld and taxes paid

Stock-based compensation

Warrants exercise, net of administrative costs

Balance, March 31, 2026

Stock-based compensation

Balance, June 30, 2026

Balance, December 31, 2024

Issuance of common stock in connection with registered direct offering, net of issuance costs of $ 1.1 million

Issuance of common stock as payment under revenue interest obligation

Issuance of common stock as payment of interest

Exercise of Prefunded Warrants

Issuance of common stock under Employee Stock Purchase Plan

1 unchanged sentence

Stock-based compensation

Balance, March 31, 2025

Balance, June 30, 2025

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

(In Thousands)

Three Months Ended

Six Months Ended

Adjustments to reconcile net loss to net cash used in operating activities:

1 unchanged sentence

Gain on sale of Orthobiologics Business

Loss (gain) on revaluation of warrant liability

(Gain) loss on revaluation of warrant liability

Amortization of deferred financing costs and debt discount

2 unchanged sentences

Changes in right-of-use assets and lease liabilities and lease incentives received

Payments on revenue interest obligation

Changes in operating assets and liabilities:

Accounts receivable

Receivables of litigation costs

Insurance receivables of litigation costs

Prepaid expenses and other

1 unchanged sentence

Contingent liability for legal proceedings

Other liabilities

Net cash used in operating activities

4 unchanged sentences

FINANCING ACTIVITIES:

Proceeds from direct registered offering and warrants, net of offering costs

Proceeds from private placement and warrants, net of offering costs

Repayments of insurance premium financings

1 unchanged sentence

Proceeds from stock option exercises and issuance of common stock under ESPP

Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents

Net cash provided by (used in) financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of period

2 unchanged sentences

Cash paid for interest

Issuance of common stock as payment under revenue interest obligation

Operating lease right-of-use assets executed

Conversion of Prefunded Warrants to common stock

7 unchanged sentences

These products are sold to healthcare providers.

On August 6, 2026, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying us that, for the last 30 consecutive business days, the closing bid price for our Class A common stock, par value $ 0.001 per share (the “Common Stock”), was below $ 1.00 per share, which is the minimum closing bid price (the “Minimum Bid Price”) required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Notice”).

The Notice provided a compliance period of 180 calendar days from the date of the Notice, or until February 2, 2027 (the “Compliance Period”), to regain compliance with the Minimum Bid Price requirement.

Summary of Significant Accounting Policies

2 unchanged sentences

Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s consolidated financial statements and accompanying notes included in the Company's annual report on Form 10-K (“2025 Annual Report”) for the fiscal year ended December 31, 2025.

The financial information as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 is unaudited, but in the opinion of management, all adjustments considered necessary for a fair statement of the results for these interim periods have been included.

The financial information as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 is unaudited, but in the opinion of management, all adjustments considered necessary for a fair statement of the results for these interim periods have been included.

The condensed consolidated balance sheet data as of December 31, 2025 was derived from audited financial statements but does not include all disclosures required by GAAP.

2 unchanged sentences

Intercompany accounts and transactions have been eliminated in consolidation.

On September 8, 2025, Elutia executed an Asset Purchase Agreement (the “APA”) with Boston Scientific Corporation (“BSC”), a Delaware corporation, and Cardiac Pacemakers Inc.

On September 8, 2025, Elutia executed an Asset Purchase Agreement (the “CIED APA”) with Boston Scientific Corporation (“BSC”), a Delaware corporation, and Cardiac Pacemakers Inc.

(“CPI”), a Minnesota corporation (collectively with BSC, the “CIED Buyers”).

On October 1, 2025, at the closing of the transactions contemplated by the APA, the CIED Buyers purchased 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”).

On October 1, 2025, at the closing of the transactions contemplated by the CIED APA, the CIED Buyers purchased 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 constituted substantially all of the assets previously held in Elutia’s Device Protection segment.

The CIED Buyers only assumed certain liabilities related to performance of the contracts transferred in the APA.

The APA provided for an aggregate purchase price, subject to certain adjustments pursuant to the terms of the APA, of up to $ 88.0 million in cash, with $ 80.4 million (which includes an inventory adjustment of $ 0.4 million) that was paid in cash to Elutia at the closing of the transactions or shortly thereafter, and $ 8.0 million that was deposited at the closing of the transactions in escrow with a bank for twelve months , which is subject to potential reduction in the event of certain post-closing breaches of representations and warranties within the APA by the Company.

The CIED Buyers only assumed certain liabilities related to performance of the contracts transferred in the CIED APA.

The CIED APA provided for an aggregate purchase price, subject to certain adjustments pursuant to the terms of the CIED APA, of up to $ 88.0 million in cash, with $ 80.4 million (which includes an inventory adjustment of $ 0.4 million) that was

paid in cash to Elutia at the closing of the transactions or shortly thereafter, and $ 8.0 million that was deposited at the closing of the transactions in escrow with a bank for twelve months , which is subject to potential reduction in the event of certain post-closing breaches of representations and warranties within the CIED APA by the Company.

The Company recognized a gain, net of tax effect and divestiture costs, of $ 76.1 million on the sale of the CIED Business during the fourth quarter of 2025.

Such gain included the recognition of the $ 8.0 million in escrow as a divestiture proceeds receivable on the accompanying balance sheet as of March 31, 2026.

Such gain included the recognition of the $ 8.0 million in escrow as a divestiture proceeds receivable on the accompanying balance sheet as of June 30, 2026.

The sale of the CIED Business represented a strategic shift that has a major effect on the Company’s operations and financial results.

Consequently, the Company met the held-for-sale criteria of Accounting Standards Codification

(“ASC”) 205-20, Discontinued Operations .

Consequently, the Company met the held-for-sale criteria of Accounting Standards Codification (“ASC”) 205-20, Discontinued Operations .

Accordingly, this transaction is accounted for as Discontinued Operations for all periods presented in accordance with ASC 205-20, Discontinued Operations .

Unless indicated otherwise, the information in the notes to the consolidated financial statements relates to continuing operations.

Unless indicated otherwise, the information in the notes to the condensed consolidated financial statements relates to continuing operations.

See Note 4 for further discussion of the divestiture of the CIED Business.

4 unchanged sentences

The earn-out payments are equal to 10 % of the actual revenue earned by Berkeley in each of the five years after the closing of the sale from sales of specified Orthobiologics products under the purchase agreement (including improvements, modifications, derivatives and enhancements related to those products).

There were no earn-out payments earned or paid in the three months ended March 31, 2026 or 2025.

There were no earn-out payments earned or paid in the three or six months ended June 30, 2026 or 2025.

In the purchase agreement, the Company has retained the liabilities arising out of the VBM and FiberCel matters, as described in Note 10, both of which products were part of the Orthobiologics Business.

6 unchanged sentences

The Company’s historical cash outflows have primarily been associated with manufacturing and administrative costs, sales and marketing, research and development, clinical activity, purchase of property and equipment used in its production activities, litigation defense and settlement costs and investing in its commercial infrastructure.

For the three months ended March 31, 2026, the Company incurred a loss from continuing operations of $ 7.9 million, and as of March 31, 2026, the Company had an accumulated deficit of $ 183.7 million.

In addition, during the three months ended March 31, 2026, the Company used $ 7.8 million of cash in operating activities.

For the six months ended June 30, 2026, the Company incurred a loss from continuing operations of $ 15.5 million, and as of June 30, 2026, the Company had an accumulated deficit of $ 191.3 million.

In addition, during the six months ended June 30, 2026, the Company used $ 16.3 million of cash in operating activities.

The Company expects to incur operating losses and negative cash flows from operations for the foreseeable future, as the Company advances its development and commercialization of NXT-41 and NXT-41x.

1 unchanged sentence

The future viability of the Company is dependent on its ability to generate cash flows from current or future product sales and/or raise additional capital to finance its operations.

The Company may seek to raise capital through the issuance of common stock or debt such as the offerings described in Note 9 or pursue asset sales or other transactions, such as the sale of the CIED and Orthobiologics Businesses described above.

The Company may seek to raise capital through the issuance of common stock or debt such as the offerings described in Note 9 and the new debt facility described in Note 13, or pursue asset sales or other transactions, such as the sale of the CIED and Orthobiologics Businesses described above and the pending sale of the SimpliDerm business described in Note

However, such transactions may not be successful, and we may not be able to raise additional equity, refinance our debt instruments, sell assets or obtain waivers or amendments to our obligations on acceptable terms, or at all.

In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

The Company believes that its existing cash and cash equivalents as of March 31, 2026 will be sufficient to fund its operating expenses and capital expenditure requirements through at least one year after the issuance date of the consolidated financial statements.

commercial supplies, product portfolio expansion, commercialization efforts and/or commercial operations, which could adversely affect its business prospects, or the Company may be unable to continue operations.

The Company believes that its existing cash and cash equivalents and proceeds received under its term loan facility described in Note 13 will be sufficient to fund its operating expenses and capital expenditure requirements through at least one year after the issuance date of the condensed consolidated financial statements.

If the Company is unable to obtain sufficient funding when needed and/or on acceptable terms, the Company may be required to significantly curtail, delay or discontinue its research and development programs, the manufacture of clinical and commercial supplies, product portfolio expansion, commercialization efforts and/or commercial operations, which could adversely affect its business prospects, or the Company may be unable to continue operations.

Reclassifications

T he Company has determined that its operating and reportable segments are consistent with its major product groupings which in prior periods included Device Protection, Women’s Health and Cardiovascular.

Segment results for the three months ended March 31, 2025, have been recast to conform to the new segment presentation, which now excludes Device Protection due to its divestiture noted above.

Segment results for the three and six months ended June 30, 2025, have been recast to conform to the new segment presentation, which now excludes Device Protection due to its divestiture noted above.

Refer to the Segment Information in Note 12.

9 unchanged sentences

The Company is also authorized to issue up to 10,000,000 shares of preferred stock with a par value of $ 0.001 .

No shares of preferred stock have been issued or are outstanding as of March 31, 2026 and December 31, 2025.

No shares of preferred stock have been issued or are outstanding as of June 30, 2026 and December 31, 2025.

During the year ended December 31, 2025, all outstanding shares of Class B common stock were converted to Class A common stock.

62 unchanged sentences

Changes in assumptions or market conditions could result in a change in estimated future cash flows and could result in a lower fair value and therefore an impairment, which could impact reported results.

There were no impairment losses for the three months ended March 31, 2026 or 2025.

There were no impairment losses for the three and six months ended June 30, 2026 or 2025.

Warrant Liability

1 unchanged sentence

The warrants issued in connection with the September 2023 private placement, June 2024 registered direct offering and 2025 registered direct offering (see Note 9) are classified as liabilities and are recorded at fair value.

The warrants are subject to re-measurement at each settlement date and at each balance sheet date and any change in fair value is recognized in Loss (gain) loss on revaluation of warrant liability in the condensed consolidated statements of operations.

The warrants are subject to re-measurement at each settlement date and at each balance sheet date and any change in fair value is recognized in Loss (gain) on revaluation of warrant liability in the condensed consolidated statements of operations.

Revenue Recognition

4 unchanged sentences

As noted above, the Company enters into contracts to primarily sell and distribute products to healthcare providers.

Revenue is recognized when the Company has met its performance obligations pursuant to its contracts with its customers in an amount that the Company expects to be entitled to in exchange for the transfer of control of the products

to the Company’s customers.

For all product sales, the Company has no further performance obligations and revenue is recognized at the point control transfers which occurs either when:

22 unchanged sentences

The Company’s cash balances with individual institutions may at times exceed the federally insured limits.

For the three months ended March 31, 2026, there was one customer that represented 14 % of the Company’s accounts receivable, and during the year ended December 31, 2025, there was one customer that represented 13 % of the Company’s accounts receivable.

There were two customers that represented 23 % and 11 %, respectively, of the Company’s accounts receivable as of June 30, 2026.

There was one customer that represented 13 % of the Company’s accounts receivable as of December 31, 2025.

Comprehensive Income (Loss)

Comprehensive income (loss) comprises net income (loss) and other changes in equity that are excluded from net income (loss).

For the three months ended March 31, 2026 and 2025, the Company’s net loss equaled its comprehensive loss and accordingly, no additional disclosure is presented.

For the three and six months ended June 30, 2026 and 2025, the Company’s net loss equaled its comprehensive loss and accordingly, no additional disclosure is presented.

The Company uses the asset and liability method of accounting for income taxes.

15 unchanged sentences

As described in Note 2, on October 1, 2025, the Company completed the sale of its CIED Business.

Accordingly, the CIED Business is reported as discontinued operations in accordance with ASC 205-20 - Discontinued Operations and the amounts for the three months ended March 31, 2025 have been recast to conform to this discontinued operations presentation.

Accordingly, the CIED Business is reported as discontinued operations in accordance with ASC 205-20 - Discontinued Operations and the amounts for the three and six months ended June 30, 2025 have been recast to conform to this discontinued operations presentation.

In accordance with ASC 205-20, only expenses specifically identifiable and related to a business to be disposed are presented in discontinued operations.

Additionally, since the repayment of the Company’s SWK Loan Facility (see Note 7) was deemed to be contractually required as part of the CIED Business sale, interest expense on the repaid SWK Loan Facility is also classified within discontinued operations.

The following table shows the financial results of the discontinued operations for the three months ended March 31, 2025:

The following table shows the financial results of the discontinued operations for the three and six months ended June 30, 2025:

Three Months Ended

Six Months Ended

Cost of goods sold

4 unchanged sentences

Interest expense

Total operating and investing cash flows of discontinued operations for the three months ended March 31, 2025 are comprised of the following:

Total operating and investing cash flows of discontinued operations for the six months ended June 30, 2025 are comprised of the following:

Six Months Ended

Significant operating non-cash reconciliation items

Depreciation and amortization

Stock-based compensation

1 unchanged sentence

Prepaid expenses and other

Other liabilities

Other current liabilities

Significant investing items

Expenditures for property and equipment

See Note 2 for discussion of the financial results of discontinued operations recognized for the three months ended March 31, 2026 which relates to the Company’s sale of its Orthobiologics Business.

Expenditures for property, plant and equipment

See Note 2 for discussion of the financial results of discontinued operations recognized for the three and six months ended June 30, 2026 which relates to the Company’s sale of its Orthobiologics Business.

Stock-Based Compensation

3 unchanged sentences

2020 Incentive Award Plan, and on June 8, 2023, the Company’s stockholders approved the amendment and restatement of that plan (as amended and restated, the “2020 Plan”), which authorizes the grant of incentive and non-qualified stock options, restricted stock, restricted stock units and stock appreciation rights to employees, directors and consultants.

Shares of Class A common stock totaling 1,636,000 were initially reserved for issuance pursuant to the 2020 Plan, and in June 2023, the number of shares of Class A common stock reserved for issuance under the 2020 Plan was increased by 2,000,000 shares.

Shares of Class A common stock totaling 1,636,000 were initially reserved for issuance pursuant to the 2020 Plan.

In June 2023 and June 2026, the number of shares of Class A common stock reserved for issuance under the 2020 Plan was increased by 2,000,000 and 3,000,000 shares, respectively.

In addition, the shares reserved for issuance under the 2020 Plan also include shares reserved but not issued under the 2015 Plan as well as an annual increase as set forth in the 2020 Plan.

As of March 31, 2026, the Company had 810,198 shares of Class A common stock available for issuance under the 2020 Plan.

As of June 30, 2026, the Company had 3,529,722 shares of Class A common stock available for issuance under the 2020 Plan.

In March 2026, the Company established the Elutia Inc.

4 unchanged sentences

The Company’s stock options generally have contractual terms of ten years and vest over a four-year period from the date of grant.

A summary of stock option activity under the Company’s 2015 Plan, 2020 Plan and 2026 Inducement Plan for the three months ended March 31, 2026 is as follows:

A summary of stock option activity under the Company’s 2015 Plan, 2020 Plan and 2026 Inducement Plan for the six months ended June 30, 2026 is as follows:

Number of Shares

1 unchanged sentence

Outstanding, December 31, 2025

Outstanding, March 31, 2026

Vested and exercisable, March 31, 2026

As of March 31, 2026, there was approximately $ 2.9 million of total unrecognized compensation expense related to unvested stock options.

Outstanding, June 30, 2026

Vested and exercisable, June 30, 2026

As of June 30, 2026, there was approximately $ 2.8 million of total unrecognized compensation expense related to unvested stock options.

These costs are expected to be recognized over a weighted-average period of 2.5 years.

7 unchanged sentences

The period expense is then determined based on the valuation of the options and is recognized on a straight-line basis over the requisite service period for the entire award.

The following weighted-average assumptions were used to determine the fair value of time-based options granted during the three months ended March 31, 2026:

The following weighted-average assumptions were used to determine the fair value of time-based options granted during the six months ended June 30, 2026:

Six Months Ended

Expected term (years)

2 unchanged sentences

Dividend yield

There were no options granted during the three months ended March 31, 2025.

There were no options granted during the three and six months ended June 30, 2025.

The Company has also granted stock options that vest upon the achievement of certain share price thresholds for twenty consecutive days of trading at each respective threshold.

For these stock options, the Company accounted for the awards as market condition awards and used an option pricing model, the Monte Carlo model, to determine the fair value of the respective equity instruments and an expense recognition term of approximately three years .

As of March 31, 2026, there were a total of 345,011 stock options outstanding that are market condition stock option awards.

As of June 30, 2026, there were a total of 345,011 stock options outstanding that are market condition stock option awards.

Restricted Stock Units

1 unchanged sentence

There is no exercise price, and no monetary payment is required for receipt of restricted stock units or the shares issued in settlement of the award.

A summary of the RSU activity under the Company’s 2020 Plan for the three months ended March 31, 2026 is as follows:

A summary of the RSU activity under the Company’s 2020 Plan for the six months ended June 30, 2026 is as follows:

Number of Shares

1 unchanged sentence

Unvested, December 31, 2025

Unvested, March 31, 2026

The total fair value of the RSUs granted during the three months ended March 31, 2026 was approximately $ 0.1 million.

Unvested, June 30, 2026

The total fair value of the RSUs granted during the six months ended June 30, 2026 was approximately $ 0.1 million.

For the performance vesting RSUs, the fair value was based on the fair market value of the Company's Class A common stock on the date of grant.

1 unchanged sentence

The respective fair values are amortized to expense on a straight-line basis over the vesting period of generally three to four years .

As of March 31, 2026, $ 1.2 million of unrecognized compensation costs related to RSUs is expected to be recognized over a weighted average period of 1.0 years.

As of June 30, 2026, $ 0.8 million of unrecognized compensation costs related to RSUs is expected to be recognized over a weighted average period of 0.9 years.

The Company has granted RSUs that vest upon the achievement of certain share price thresholds for twenty consecutive days of trading at each respective threshold.

For these RSUs, the Company accounted for the awards as market condition awards and used a Monte Carlo model to determine the fair value of these RSUs as well as the expense recognition term of approximately three years using the graded vesting method.

As of March 31, 2026, there were 252,394 RSUs outstanding that were market condition RSU awards.

As of June 30, 2026, there were 252,394 RSUs outstanding that were market condition RSU awards.

Employee Stock Purchase Plan

4 unchanged sentences

The number of shares reserved under the ESPP will automatically increase on the first day of each fiscal year through January 1, 2030, in an amount as set forth in the ESPP.

As of March 31, 2026, the total shares of Class A common stock authorized for issuance under the ESPP was 1,554,296 , of which 1,142,972 remained available for future issuance.

As of June 30, 2026, the total shares of Class A common stock authorized for issuance under the ESPP was 1,554,296 , of which 1,142,972 remained available for future issuance.

Stock-Based Compensation Expense

Stock-based compensation expense recognized during the three months ended March 31, 2026 and 2025 was comprised of the following (in thousands):

Stock-based compensation expense recognized during the three and six months ended June 30, 2026 and 2025 was comprised of the following (in thousands):

Three Months Ended

Six Months Ended

Sales and marketing

3 unchanged sentences

Total stock-based compensation expense

Stock-based compensation expense included within discontinued operations totaled $ 0.1 million for the three months ended March 31, 2025.

Inventory as of March 31, 2026 and December 31, 2025 was comprised of the following (in thousands):

Stock-based compensation expense included within discontinued operations totaled $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2025.

Inventory as of June 30, 2026 and December 31, 2025 was comprised of the following (in thousands):

Raw materials

5 unchanged sentences

The total payment by the Company to SWK in full satisfaction of the debt was $ 27.8 million, yielding a loss on early repayment of debt of $ 1.3 million (including the write-off of the unamortized debt discount and deferred financing costs of $ 0.4 million) in the fourth quarter of 2025.

The weighted average interest rate on the SWK Loan Facility was 12.7 % for the three months ended March 31, 2025.

On August 10, 2022 (the “Closing Date”), the Company issued to SWK Funding LLC a warrant (“SWK Warrant”) to purchase, in the aggregate, up to 187,969 shares of Class A common stock of the Company, $ 0.001 par value per share at an exercise price of $ 6.65 per share.

The SWK Warrant is immediately exercisable for up to 187,969 shares of Class A common stock from time to time on or after the Closing Date.

The exercise price and number of shares of Class A common stock issuable upon exercise of the SWK Warrant are subject to adjustment in the event of stock dividends, stock splits and certain other events affecting the SWK common stock.

Unless earlier exercised or terminated in accordance with its terms, the SWK Warrant will expire on the seventh anniversary of the Closing Date.

The weighted average interest rate on the SWK Loan Facility was 12.6 % for the three and six months ended June 30, 2025.

On August 10, 2022, the Company issued to SWK Funding LLC a warrant (“SWK Warrant”) to purchase, in the aggregate, up to 187,969 shares of Class A common stock of the Company, $ 0.001 par value per share at an exercise price of $ 6.65 per share.

The SWK Warrant is immediately exercisable for up to 187,969 shares of Class A common stock from time to time on or after the date of issuance.

Unless earlier exercised or terminated in accordance with its terms, the SWK Warrant will expire on the seventh anniversary of the date of issuance.

Revenue Interest Obligation

5 unchanged sentences

Furthermore, a $ 5.0 million payment would be due to Ligand if cumulative sales exceed $ 300 million during the ten-year term of the agreement which expires on May 31, 2027;

as described below, this provision was eliminated in October 2025.

In May 2025, Elutia entered into a subscription agreement and further amendment to the Amended Revenue Interest Obligation with Ligand.

4 unchanged sentences

At each reporting period, the value of the Revenue Interest Obligation is re-measured based on current estimates of future payments, with changes to be recorded in the condensed consolidated statements of operations using the catch-up method.

There was no change to estimated future payments during the three months ended March 31, 2026 and 2025, and thus, no re-measurement gain or loss was recognized.

Interest expense related to the Revenue Interest Obligation of approximately $ 0.1 million and $ 0.3 million was recorded for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the short-term portion of the Amended Revenue Interest Obligation which totals $ 5.5 million is comprised of the annual minimum payments of $ 4.4 million plus the unpaid $ 1.1 million quarterly minimum payment related to the fourth quarter of 2025.

The Amended Revenue Interest Obligation changed the timing and extent of future payments by the Company to Ligand and such change to the estimated future payments yielded a reduction to the total obligation of approximately $ 1.4 million during the year ended December 31, 2024.

The resulting gain was recognized as Other expense (income), net in the accompanying condensed consolidated statement of operations.

During the second quarter of 2025, the Company identified and corrected an accounting error related to the January 2024 amendment of the Revenue Interest Obligation.

The Company inappropriately accounted for it under the catch-up method and recognized a gain instead of accounting for it as a modification.

As a result, the Company recorded a gain of $ 1.4 million recognized in the first quarter of 2024 and overstated interest expense in the subsequent periods.

The Company has determined that the error was not material to the current or any of the prior periods.

However, as of the second quarter of 2025, the revenue interest obligation was understated by $ 0.8 million.

As such, the Company corrected this as an out of period adjustment in June 2025 through a $ 1.4 million decrease in Other (income) expense, net to reverse the original gain and an increase of $ 0.6 million in Interest income, net to reverse the overstatement of interest expense.

The out of period correction is not material to the condensed consolidated financial statements.

As of June 30, 2026, the entire Amended Revenue Interest Obligation is recorded as short-term due to the May 2027 expiration date.

As of December 31, 2025, the short-term portion of the Amended Revenue Interest Obligation is comprised of the annual minimum payments of $ 4.4 million.

12 unchanged sentences

The Common Units were sold at a purchase price of $ 1.4275 per unit, and the Prefunded Units were sold at a purchase price of $ 1.4265 per unit, for aggregate gross proceeds of approximately $ 10.5 million, before deducting offering expenses.

Each Common Warrant was exercisable until July 31, 2024, the date which was 30 trading days after the clearance by the FDA of EluPro, at an exercise price per share of $ 1.4275 .

Each Common Warrant was exercisable until July 31, 2024, the date which

was 30 trading days after the clearance by the FDA of EluPro, at an exercise price per share of $ 1.4275 .

As discussed below, all Common Warrants were exercised before they expired.

4 unchanged sentences

The Company has concluded that the 2025 Prefunded Warrants from the 2025 Registered Offering, the 2024 Prefunded Warrants from the 2024 Registered Offering and the Common Warrants and the 2023 Prefunded Warrants from the Private Offering do not meet the equity contract scope exception under ASC 815-40 as in the event of a (i) fundamental transaction such as a merger and (ii) failure to timely deliver warrant shares upon exercise, certain provisions of which may require the Company to adjust the settlement value in a manner that is not consistent with a fixed-for-fixed option pricing model.

As a result, the Company allocated a portion of the gross proceeds from the respective offerings to the related warrants based on their fair values and have recorded such amounts as a Warrant liability in the accompanying consolidated balance sheets as of March 31, 2026 and December 31, 2025.

As a result, the Company allocated a portion of the gross proceeds from the respective offerings to the related warrants based on their fair values and have recorded such amounts as a Warrant liability in the accompanying condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025.

Additionally, the Company allocated a portion of the transaction fees from the 2024 Registered Offering, 2025 Registered Offering and the Private Offering to the respective warrants and recognized the expense within Other expense (income), net.

Such expenses totaled $ 0.1 million for the three months ended March 31, 2025.

Such expenses totaled $ 0.1 million for the six months ended June 30, 2025.

As noted above, the last exercise date for the Common Warrants was July 31, 2024.

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Certain of these exercises ultimately resulted in their conversion to 2023 Prefunded Warrants.

The liability associated with the 2025 Prefunded Warrants, 2024 Prefunded Warrants and 2023 Prefunded Warrants is recorded as Warrant liability in the accompanying consolidated balance sheet as of March 31, 2026 and December 31, 2025.

A summary of the warrant activity for the three months ended March 31, 2026 is as follows:

The liability associated with the 2025 Prefunded Warrants, 2024 Prefunded Warrants and 2023 Prefunded Warrants is recorded as Warrant liability in the accompanying condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025.

A summary of the warrant activity for the six months ended June 30, 2026 is as follows:

2023 Prefunded Warrants

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( 1,300,000 )

Outstanding, March 31, 2026

Outstanding, June 30, 2026

The valuation of the warrants is adjusted to fair value at each subsequent balance sheet date until the warrants are settled.

The following table provides a rollforward of the aggregate fair value of the warrant liability for the three months ended March 31, 2026 (in thousands):

The following table provides a rollforward of the aggregate fair value of the warrant liability for the six months ended June 30, 2026 (in thousands):

2023 Prefunded Warrants

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Loss on revaluation of warrant liability

Warrant liability, March 31, 2026

Warrant liability, June 30, 2026

The Company has used the price of its Class A Common Stock to estimate the fair value of the 2025 Prefunded Warrants, 2024 Prefunded Warrants and 2023 Prefunded Warrants at each measurement date.

The price of the Company’s Class A Common Stock approximates fair value of the 2025 Prefunded Warrants, 2024 Prefunded Warrants and 2023 Prefunded Warrants due to the exercise price per share of $ 0.001 .

As such warrants utilize quoted prices for the Company’s Class A common stock (similar assets in the active market), their fair valuation is deemed to be “Level 2” within the fair value hierarchy.

The fair value adjustments have been recorded as Loss (gain) on revaluation of warrant liability in the accompanying condensed consolidated statements of operations.

As such warrants utilize quoted prices for the Company’s

Class A common stock (similar assets in the active market), their fair valuation is deemed to be “Level 2” within the fair value hierarchy.

The fair value adjustments have been recorded as Gain (loss) on revaluation of warrant liability in the accompanying condensed consolidated statements of operations.

Commitments and Contingencies

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Under certain limited circumstances, Elutia has the right to manufacture the licensed product and pay Cook a royalty of 3 % of sales of the Elutia-manufactured tissue.

No royalties were due or paid to Cook during the three months ended March 31, 2026 or 2025.

No royalties were due or paid to Cook during the three and six months ended June 30, 2026 or 2025.

The Amended License Agreement includes a final license fee payment of $ 0.1 million to be paid by the Company in October 2026.

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Since September 2021, 110 product liability lawsuits or claims have been filed or asserted against the Company involving FiberCel.

As of March 31, 2026, four lawsuits or claims are active, 105 have been settled and there is one case where the statute of limitations to file a lawsuit has expired.

Of the 105 cases that have settled, 30 have not yet been fully paid due to one or more scheduled payments being made after March 31, 2026.

As of June 30, 2026, four lawsuits or claims are active, 105 have been settled and paid and there is one case where the statute of limitations to file a lawsuit has expired.

The unsettled lawsuits allege that the plaintiffs were exposed to and/or contracted tuberculosis and/or suffered substantial symptoms and complications following the implantation of FiberCel during orthopedic fusion operations.

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Since August 2023, 28 product liability lawsuits or claims have been filed or asserted against the Company involving VBM.

As of March 31, 2026, 10 lawsuits or claims are active, 17 have been settled and one case has been dismissed.

Of the settled cases, thirteen have been fully paid and four have not yet been paid as of March 31, 2026.

As of June 30, 2026, nine lawsuits or claims

are active, 18 have been settled and one case has been dismissed.

Of the settled cases, 17 have been fully paid and one has not yet been paid as of June 30, 2026.

Furthermore, there are four potential claims where the statute of limitation to file a lawsuit has expired.

The unsettled lawsuits, which have been filed against Elutia and others, allege that

the plaintiffs were exposed to and/or contracted tuberculosis and/or suffered substantial symptoms and complications following the implantation of VBM during orthopedic fusion operations.

The unsettled lawsuits, which have been filed against Elutia and others, allege that the plaintiffs were exposed to and/or contracted tuberculosis and/or suffered substantial symptoms and complications following the implantation of VBM during orthopedic fusion operations.

To date, these lawsuits have been filed in California Superior Court, the United States District Court for the Southern District of California, the United States District Court for the Eastern District of Louisiana, the United States District Court for the Western District of Texas, the United States District Court for the Western District of Michigan, the Circuit Court of the State of Oregon and the United States District Court for the Southern District of New York.

The Company refers to all of the aforementioned litigation, or claim notices, collectively as the “VBM Litigation.”

Medtronic Litigation

Resolution of Medtronic Litigation

In June 2024, the Company filed an action against Medtronic Sofamor Danek USA, Inc.

(“Medtronic”) in the Superior Court of the State of Delaware.

The Company’s operative complaint alleges breach of the 2019 Tissue Product Supply Agreement (the “Supply Agreement”) between the Company and Medtronic.

In particular, the complaint alleges that Medtronic did not honor its contractual obligations to defend and indemnify the Company for over 100 lawsuits against the Company alleging claims arising from the use of FiberCel products distributed by Medtronic and that Medtronic concealed and misrepresented an insurance policy potentially applicable to those FiberCel-related lawsuits.

The complaint does not specify the amount of damages owed by Medtronic for these breaches.

On July 31, 2024, Medtronic responded to the complaint by denying Elutia’s claims and asserting a single counterclaim alleging that Elutia breached certain representations and warranties under the Supply Agreement and owes ongoing indemnity obligations to Medtronic.

The counterclaim does not specify the amount of any alleged damages.

On September 19, 2025, Medtronic filed a partial motion (“Partial Motion”) to dismiss some of the claims in Elutia’s current complaint.

Elutia filed an opposition to that Partial Motion, and Medtronic filed a reply brief.

The court’s previously set hearing date for the Partial Motion of February 20, 2026 was vacated and has not been rescheduled.

The court’s decision on the Partial Motion to dismiss is expected after the hearing.

Discovery is ongoing in the case.

Given the early stages of this matter and the Company’s intention to vigorously defend Medtronic’s counterclaim, we do not consider a loss to be probable or estimable at this time.

Tiger Litigation

The Company alleged breach of the 2019 Tissue Product Supply Agreement between the Company and Medtronic.

In particular, the Company alleged that Medtronic did not honor its contractual obligations to defend and indemnify it from lawsuits against the Company arising from the use of FiberCel products distributed by Medtronic, and that Medtronic concealed and misrepresented an insurance policy potentially applicable to those lawsuits.

Medtronic denied Elutia’s claims and counterclaimed that Elutia breached representations and warranties under the Supply Agreement and owed ongoing indemnity obligations to Medtronic.

On July 20, 2026, the Company entered into a settlement agreement with Medtronic.

Pursuant to the terms of the settlement, the Company agreed to pay Medtronic $ 1.78 million in three installments with the first installment of $ 500,000 due no later than June 17, 2027 and the last two installments of $ 640,000 due no later than June 17, 2028 and June 17, 2029, respectively.

Additionally, the Company has the option of making a single payment of $ 1.513 million on or before June 17, 2027 in full satisfaction of the settlement.

On July 21, 2026, all claims and counterclaims were dismissed with prejudice.

As a result of the settlement, the Company recorded a liability of approximately $ 1.5 million as of June 30, 2026 which represents the present value of the terms of the settlement.

Such liability is recorded within Contingent Liability for Legal Proceedings in the accompanying condensed consolidated balance sheets, and related expense is recorded within Litigation costs, net in the accompanying condensed consolidated statement of operations.

Resolution of Tiger Litigation

On October 21, 2025, Tiger Aesthetics Medical, LLC (“Tiger”) filed an action against Elutia in the Superior Court of the State of Delaware.

Tiger’s original complaint alleged breach of contract and related claims related to the 2023 distribution agreement (the “Tiger Distribution Agreement”) between the Company and Tiger as well as the August 2025 letter of intent (the “Tiger LOI”) for the possible sale by the Company to Tiger of certain assets and rights.

The complaint does not specify the amount of any alleged damages.

In March 2026, the Superior Court granted Elutia’s motion to dismiss the complaint in part.

On April 15, 2026, Tiger filed an amended complaint asserting three claims relating only to the Tiger LOI.

Elutia has not yet filed a response to the amended complaint.

Given the early stages of this matter and the Company’s intention to vigorously defend against Tiger’s claims, Elutia does not consider a loss to be probable or estimable at this time.

Elutia terminated the Tiger Distribution Agreement effective October 25, 2025.

Additionally, the Tiger LOI expired on October 25, 2025.

Tiger originally alleged breach of contract and related claims related to the 2023 distribution agreement between the Company and Tiger as well as the August 2025 letter of intent for the possible sale by the Company to Tiger of certain assets and rights.

In March 2026, the Court granted Elutia’s motion to dismiss the Complaint in part, and Tiger subsequently limited its claims to the letter of intent.

On June 24, 2026, the Company entered into a settlement agreement with Tiger.

On July 4, 2026, all claims filed by Tiger were dismissed with prejudice, with neither party paying any material amounts in settlement.

Supplier Litigation

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The court has set a trial for January 2027.

Given the early stages of this matter and the Company’s intention to vigorously defend the case, we do not consider a loss to be probable or estimable at this time.

Given the early stages of this matter and the Company’s intention to vigorously defend the case, the Company does not consider a loss to be probable or estimable at this time.

Contingent Liability for Legal Proceedings

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Since August 2022, the Company has engaged in a process to negotiate and attempt to resolve many of the cases in the FiberCel Litigation.

In total, through March 31, 2026, settlement agreements have been reached in 105 of the cases

and full or partial settlement payments of $ 32.2 million have been made by Elutia, with $ 9.6 million of such total settlement outlays having been paid through insurance proceeds.

As of March 31, 2026, the Company has a total liability for FiberCel Litigation of $ 3.6 million which is recorded within Contingent Liability for Legal Proceedings in the accompanying consolidated balance sheets.

Such liability includes $ 2.7 million for 30 cases in which the settlements have been reached but had not yet been fully paid and $ 0.9 million for the four cases which have not yet been settled or adjudicated and for which the Company has estimated a probable loss.

In total, through June 30, 2026, settlement agreements have been reached in 105 of the cases and settlement payments of $ 34.9 million have been made by Elutia, with $ 9.6 million of such total settlement outlays having been paid through insurance proceeds.

As of June 30, 2026, the Company has a total liability for FiberCel Litigation of $ 1.1 million which is recorded within Contingent Liability for Legal Proceedings in the accompanying condensed consolidated balance sheets and which comprises the four cases which have not yet been settled or adjudicated and for which the Company has estimated a probable loss.

In order to reasonably estimate the liability for the unsettled FiberCel Litigation cases, the Company, along with outside legal counsel, has assessed a variety of factors, including (i) the extent of the injuries incurred, (ii) recent experience on the settled claims, (iii) settlement offers made to the other parties to the litigation and (iv) any other factors that may have a material effect on the FiberCel Litigation.

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Since June 2023, the Company has also engaged in a process to negotiate and attempt to resolve many of the cases in the VBM Litigation.

In total, through March 31, 2026, settlement agreements have been reached in 17 of the cases and settlement payments of $ 1.5 million have been made by Elutia, all of which has been paid through insurance proceeds.

As of March 31, 2026, the Company has a total liability for VBM Litigation of $ 4.4 million which is recorded within Contingent Liability for Legal Proceedings in the accompanying consolidated balance sheets.

Such liability includes $ 1.5 million for four cases in which settlements have been reached but had not yet been paid and the remaining 14 cases, including unasserted claims that the Company believes are probable of assertion, for which an estimation of probable loss is required as of March 31, 2026.

The expense related to this estimate was recorded within Litigation costs, net in the accompanying consolidated statement of operations, with the entirety of such expense offset by insurance recoveries received or receivable as further described below.

In total, through June 30, 2026, settlement agreements have been reached in 18 of the cases and settlement payments of $ 1.5 million have been made on behalf of Elutia through its insurance coverage.

As of June 30, 2026, the Company has a total liability for VBM Litigation of $ 3.0 million which is recorded within Contingent Liability for Legal Proceedings in the accompanying condensed consolidated balance sheets.

Such liability includes $ 0.2 million for one case in which a settlement has been reached but had not yet been paid and the remaining 13 cases, including unasserted claims that the Company believes are probable of assertion, for which an estimation of probable loss is required as of June 30, 2026.

The expense related to this estimate was recorded within Litigation costs, net in the accompanying condensed consolidated statement of operations, with the entirety of such expense offset by insurance recoveries received or receivable as further described below.

In order to reasonably estimate the liability for the unsettled VBM Litigation cases and unasserted claims, the Company, along with outside legal counsel, has assessed a variety of factors, including (i) the extent of the injuries incurred, (ii) recent experience on the settled claims, (iii) settlement offers made to the other parties to the litigation and (iv) any other factors that may have a material effect on the VBM Litigation.

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The Company, however, is unable to estimate the possible loss or range of loss in excess of the amount recognized at this time.

Defense costs for both the FiberCel Litigation and VBM Litigation are recognized in the accompanying consolidated statements of operations as incurred, with the entirety of such expense related to the VBM Litigation offset by insurance recoveries received or receivable as further described below.

Receivables of Litigation Costs

Defense costs for both the FiberCel Litigation and VBM Litigation are recognized in the accompanying condensed consolidated statements of operations as incurred, with the entirety of such expense related to the VBM Litigation offset by insurance recoveries received or receivable as further described below.

Insurance Receivables of Litigation Costs

The Company has purchased insurance coverage that, subject to common contract exclusions, provided coverage for the FiberCel Litigation and VBM Litigation product liability losses as well as legal defense costs.

When settlements are reached and/or amounts are recorded in the related Contingent Liability for FiberCel Litigation, the Company calculates amounts due to be reimbursed pursuant to the terms of the coverage and related agreements, and pursuant to other indemnity or contribution claims, in respect of product liability losses and related defense costs.

The probable amounts of

reimbursement or recovery from this calculation are recorded as receivables.

When settlements are reached and/or amounts are recorded in the related Contingent Liability for Legal Proceedings, the Company calculates amounts due to be reimbursed pursuant to the terms of the coverage and related agreements, and pursuant to other indemnity or contribution claims, in respect of product liability losses and related defense costs.

The probable amounts of reimbursement or recovery from this calculation are recorded as receivables.

The determination that the recorded receivables are probable of collection is based on the terms of agreements reached in respect of indemnity and contribution claims as well as the advice of the Company’s outside legal counsel.

These receivables as of March 31, 2026 totaled $ 5.3 million and are recorded as Insurance Receivables of Litigation Costs in the accompanying consolidated balance sheets.

As of March 31, 2026, all amounts recorded as Insurance Receivables of Litigation Costs relate to the VBM Litigation, and additional insurance remains available to cover the future cost of the VBM Litigation and related defense costs.

These receivables as of June 30, 2026 totaled $ 3.9 million and are recorded as Insurance Receivables of Litigation Costs in the accompanying condensed consolidated balance sheets.

As of June 30, 2026, all amounts recorded as Insurance Receivables of Litigation Costs relate to the VBM Litigation, and additional insurance remains available to cover the future cost of the VBM Litigation and related defense costs.

Conversely, the Company has no more insurance to cover the cost of the FiberCel Litigation and the related defense costs.

As of March 31, 2026 and 2025, the Company was not a party to, or aware of, any legal matters or claims with material financial exposure, except for the FiberCel Litigation, VBM Litigation, and the matters involving Medtronic, Tiger and a former supplier.

As of June 30, 2026, the Company was not a party to, or aware of, any legal matters or claims with material financial exposure, except for the FiberCel Litigation, VBM Litigation, the matters involving Medtronic and Tiger, both of which were subsequently dismissed, and the matter involving a former supplier.

Net Income (Loss) Per Share

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Three Months Ended

Six Months Ended

(in thousands, except share and per share data)

Net loss from continuing operations

Income (loss) from discontinued operations

(Loss) income from discontinued operations

dilutive gain on revaluation of warrant liability

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Weighted average number of common shares - basic

Effect of dilutive common and prefunded warrants

Effect of dilutive prefunded warrants

Weighted average number of common shares - diluted

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Net loss from continuing operations per share - diluted

Net income (loss) from discontinued operations per share - basic

Net income (loss) from discontinued operations per share - diluted

Net (loss) income from discontinued operations per share - basic

Net (loss) income from discontinued operations per share - diluted

Net loss per share - basic

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The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share:

Three Months Ended

Options to purchase common stock

Restricted stock units

Class A common stock warrants

2023 Prefunded Warrants

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Segment gross profit is what the CODM uses in evaluating our results of operations and the financial measure that provides insight into our overall performance and financial position.

The CODM considers budget-to-actual variances and variances against prior years using segment gross profit when making decisions about allocating resources to the segments.

The CODM considers budget-to-actual variances and variances against prior years using segment gross profit when

making decisions about allocating resources to the segments.

Asset information is not provided as the Company's CODM does not regularly review or utilize detailed asset data to assess segment performance.

For the three months ended March 31, 2026, the Company’s segment gross profit was comprised of the following (in thousands):

For the three months ended June 30, 2026, the Company’s segment gross profit was comprised of the following (in thousands):

Women's Health

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Segment gross profit

For the three months ended March 31, 2025, the Company’s segment gross profit was comprised of the following (in thousands):

For the six months ended June 30, 2026, the Company’s segment gross profit was comprised of the following (in thousands):

Women's Health

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Segment gross profit

No customer exceeded 10% of the Company’s total net sales for the three months ended March 31, 2026.

One customer in the Women’s Health segment, Tiger, represented 32 % of total net sales for the three months ended March 31, 2025.

The Company distribution agreement with Tiger was terminated effective October 2025.

The following table is a reconciliation of segment gross profit to the consolidated loss before provision for income taxes for the three months ended March 31, 2026 and 2025, (in thousands):

For the three months ended June 30, 2025, the Company’s segment gross profit was comprised of the following (in thousands):

Women's Health

Cardiovascular

Cost of goods sold, excluding intangible asset amortization

Segment gross profit

For the six months ended June 30, 2025, the Company’s segment gross profit was comprised of the following (in thousands)

Women's Health

Cardiovascular

Cost of goods sold, excluding intangible asset amortization

Segment gross profit

Two customers within the Company’s Women’s Health segment represented 11 % and 10 % of the Company’s total net sales, respectively, for the three months ended June 30, 2026.

No customer represented more than 10% of the Company’s total net sales for the six months ended June 30, 2026.

Two customers within the Company’s Women’s Health segment represented 17 % and 10 % of the Company’s total net sales, respectively, for the three months ended June 30, 2025.

One customer within the Company’s Women’s Health segment represented 24 % of the Company’s total net sales for the six months ended June 30, 2025.

The following table is a reconciliation of segment gross profit to the consolidated loss before provision for income taxes for the three and six months ended June 30, 2026 and 2025, (in thousands):

Three Months Ended

Six Months Ended

Segment gross profit

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Loss from operations

Interest (income) expense, net

Loss (gain) on revaluation of warrant liability

Interest income, net

(Gain) loss on revaluation of warrant liability

Other (income) expense, net

Loss from continuing operations before provision for income taxes

During the three months ended March 31, 2026 and 2025, the Company did not have any material international product sales, and the Company did not own any long-lived assets outside the United States.

Loss before provision for income taxes

During the three and six months ended June 30, 2026 and 2025, the Company did not have any material international product sales, and the Company did not own any long-lived assets outside the United States.

Subsequent Events

Agreement to Divest SimpliDerm Business

On July 16, 2026, the Company entered into an Asset Purchase Agreement (the “SimpliDerm APA”) with Cellution Biologics Inc.

(“Cellution”).

Subject to the terms and conditions of the SimpliDerm APA, at the closing (the “SimpliDerm Closing”) of the transactions contemplated by the SimpliDerm APA, Cellution will purchase from the Company substantially all of the assets related to the Company’s business of commercializing, manufacturing, distributing, selling and/or marketing human acellular dermis (hADM) products for use in the field of breast reconstruction under the SimpliDerm brand (the “SimpliDerm Business”).

The assets of the SimpliDerm Business constitute substantially all of the assets currently held in Elutia’s Women’s Health segment.

Cellution is only assuming certain liabilities related to performance of the contracts transferred in the SimpliDerm APA.

The SimpliDerm APA provides for aggregate consideration payable to the Company of up to $ 11 million, consisting of:

(i) a base purchase price of $ 8 million in cash, payable at the SimpliDerm Closing, subject to adjustment for any inventory shortfall;

(ii) a contingent payment of up to $ 2 million, payable upon completion of certain technology transfer and manufacturing transition milestones within an 18-month period following the SimpliDerm Closing, subject to reduction for sales shortfalls against monthly SimpliDerm sales targets during such transition period;

and (iii) contingent payments of up to $ 1 million, in the aggregate, in the form of earn-out payments, payable for any four of the first five quarters following the SimpliDerm Closing in which SimpliDerm sales exceed a specified quarterly revenue target.

New Loan Agreement and 2026 Warrants

On August 11, 2026 (the “Loan Agreement Closing Date”), the Company entered into a loan and security agreement, and supplement to loan and security agreement (collectively, the “Loan Agreement”), with Avenue Venture Opportunities Fund II, L.P., as administrative agent and collateral agent for the lenders (in such capacities, the “Loan Agent”) and as lender (“Avenue 2”), and Avenue Growth Lending Fund III, L.P., as a lender (“Avenue 3”;

together with Avenue 2, the “Lenders”), which provides for a senior secured term loan facility of up to $ 15 million in the aggregate that matures on March 1, 2030, consisting of (i) an initial term loan of $ 10 million (the “First Tranche Term Loan”), which was fully funded on the Loan Agreement Closing Date, and (ii) a $ 5 million delayed draw term loan (the “Second Tranche Term Loan”), which will be made available between May 1, 2027 and September 30, 2027, subject to the satisfaction of

certain regulatory approvals and liquidity conditions (the “Second Tranche Term Loan”, which together with the First Tranche Term Loan, the “Term Loans”).

The Company’s obligations under the Loan Agreement are secured by substantially all of its assets.

The Term Loans bear interest at the greater of (i) 12.25 % and (ii) the sum of the Wall Street Journal Prime Rate (as defined in the Loan Agreement) plus 5.50 %.

Interest-only payments on the principal amount outstanding are due monthly beginning with the month the loan is disbursed.

Beginning on either (i) February 11, 2028, or (ii) if the Second Tranche Term Loan has been drawn, August 11, 2028, the Company will also be required to repay in equal monthly installments (the “Amortization Payments”) the outstanding principal amount of the Term Loans.

If any portion of the Loan Agreement is prepaid prior to the maturity date (other than the Amortization Payments), then the Company will pay a prepayment premium with respect to such portion of the Term Loans being prepaid equal to (i) during the first year after the Loan Agreement Closing Date, 3.0 % of the principal amount of such portion;

(ii) during the second year after the Loan Agreement Closing Date, 2.0 % of the principal amount of such portion;

and (iii) thereafter but prior to the maturity date, 1.0 % of the principal amount of such portion.

In addition, the Company will pay certain other fees with respect to the Loan Agreement, including an upfront fee and a final payment fee equal to 4 % of Term Loans funded.

The Loan Agreement contains customary affirmative covenants for transactions of this type, including, among others, the provision of financial and other information to the Loan Agent, notice to the Loan Agent upon the occurrence of certain material events, compliance with applicable laws and certain liquidity requirements.

The Loan Agreement also contains customary negative covenants, including certain restrictions on the ability to merge and consolidate with other companies, incur indebtedness, pay dividends, redeem the Company’s capital stock and grant liens or security interests on assets.

The Loan Agreement includes certain customary events of default.

If a default occurs and is continuing, the Company may be required to repay all amounts outstanding under the Loan Agreement.

The Company may use the proceeds of borrowings under the Loan Agreement as working capital and to fund its general business requirements.

The Loan Agreement also provides that the Lenders may elect to convert up to $ 2.5 million of the principal amount of the Term Loans outstanding thereunder into shares of the Company’s common stock (“Common Stock”) at a price per share equal to 120 % of the Warrant Price (as defined below).

In addition, the Loan Agreement provides that the Lenders have the right, in their discretion, to invest up to $ 1.0 million in equity securities on the same terms, conditions and pricing offered by the Company to any investor in connection with an equity securities offering that occurs after the Loan Agreement Closing Date.

The Lenders’ co-invest right terminates upon the repayment in full of all obligations owing under the Loan Agreements and is subject to certain qualifications and limitations as more fully set forth in the Loan Agreement.

In connection with the Loan Agreement, the Company agreed to issue to the Lenders warrants (the “2026 Warrants”) exercisable for 1,395,348 shares of Common Stock, subject to possible adjustment in the event of a dilutive financing between the date of issuance and December 31, 2026.

The exercise price of the 2026 Warrants will be the lower of (i) $ 0.86 and (ii) the lowest effective sale price per share paid in cash by third party investors to the Company for its Common Stock in any bona fide offering of Common Stock (or instruments exercisable for, or convertible into, shares of Common Stock) consummated at any time until (but excluding) December 31, 2026, subject to certain exceptions, in each case as adjusted from time to time in accordance with the terms of the 2026 Warrants (the “Warrant Price”).

The 2026 Warrants became exercisable on the date of issuance and will expire on August 31, 2031.

A holder of the 2026 Warrants will not have the right to exercise any portion of the 2026 Warrants if the holder, together with its affiliates and certain related parties, would beneficially own in excess of 4.99 % (or, at the election of the holder, with the Company’s consent, up to 9.99 %) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.

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.

What changed 10-Q

Item 1. Financial Statements