Other Information.
−Removed: During the three months ended September 30, 2023, 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"
−Removed: (as defined in Item 408 of Regulation S-K).
+Added: During the three months ended March 31, 2024, 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
−Removed: Asset Purchase Agreement, dated September 17, 2023, by and among Elutia Inc., Berkeley Biologics, LLC, and GNI Group, Ltd.
−Removed: (solely with respect to Section 11.18)
−Removed: Restated Certificate of Incorporation of Elutia Inc.
−Removed: Amended and Restated Bylaws of Elutia Inc.
−Removed: Second Amended and Restated Investor Rights Agreement, dated as of March 14, 2020, among the Registrant and the investors named therein
−Removed: Specimen stock certificate evidencing the shares of Class A common stock
−Removed: Specimen stock certificate evidencing the shares of Class B common stock
−Removed: Warrant to Purchase Stock, issued on August 10, 2022, by Elutia Inc.to SWK Funding LLC .
−Removed: Form of Common Warrant
−Removed: Form of Prefunded Warrant
−Removed: Registration Rights Agreement, dated September 21, 2023, by and among Elutia Inc.
−Removed: and the Investors named therein
−Removed: Securities Purchase Agreement, dated September 18, 2023, by and among Elutia Inc.
−Removed: and the Investors named therein.
+Added: Amendment No.
+Added: 1 to Royalty Agreement with Ligand Pharmaceuticals Incorporated
+Added: Form of Amendment to Stock Option Agreements, dated January 31, 2024, between the Company and C.
+Added: Randal Mills, Ph.D.
+Added: Form of Amendment to Restricted Stock Unit Agreements, dated January 31, 2024, between the Company and C.
+Added: Randal Mills, Ph.D.
+Added: Form of Stock Option Agreement under the Elutia Inc.
+Added: Amended and Restated 2020 Incentive Award Plan.
+Added: Form of Restricted Stock Unit Agreement under the Elutia Inc.
+Added: Amended and Restated 2020 Incentive Award Plan.
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.
17 unchanged sentences
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: November 14, 2023
+Added: Randal Mills, Ph.D.
+Added: Randal Mills, Ph.D.
President and Chief Executive Officer
(principal executive officer)
−Removed: November 14, 2023
/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.