Other Information.
−Removed: During the three months ended September 30, 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).
+Added: During the three months ended March 31, 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
+Added: Asset Purchase Agreement, dated September 17, 2023, by and among Elutia Inc., Berkeley Biologics, LLC, and GNI Group, Ltd.
+Added: (solely with respect to Section 11.18)
+Added: Restated Certificate of Incorporation of Elutia Inc.
+Added: Certificate of Amendment to the Restated Certificate of Incorporation of Elutia Inc.
+Added: Amended and Restated Bylaws of Elutia Inc.
+Added: Second Amended and Restated Investor Rights Agreement, dated as of September 14, 2020, among the Registrant and the investors named therein
+Added: Specimen stock certificate evidencing the shares of Class A common stock
+Added: Specimen stock certificate evidencing the shares of Class B common stock
+Added: Warrant to Purchase Stock, issued on August 10, 2022, by Elutia Inc.to SWK Funding LLC.
+Added: Form of Common Warrant
2023 Form of Prefunded Warrant
−Removed: Third Amendment to Credit Agreement, dated September 30, 2024, by and among Elutia Inc., SWK Funding LLC, as Agent, and the Lenders from time to time party thereto.
−Removed: Placement Agency Agreement, dated June 16, 2024, by and between Elutia Inc.
−Removed: and Lake Street Capital Markets, LLC
−Removed: Form of Securities Purchase Agreement
+Added: Registration Rights Agreement, dated September 21, 2023, by and among Elutia Inc.
+Added: and the Investors named therein
+Added: 2024 Form of Prefunded Warrant
+Added: 2025 Form of Prefunded Warrant
+Added: 2025 Form of Placement Agency Agreement dated February 3, 2025 between Lake Streek Capital Markets, LLC and Elutia In.
+Added: 2025 Form of Securities Purchase Agreement Agreement dated February 3, 2025 between Elutia Inc.
+Added: and the purchasers named therein
+Added: Subscription Agreement and Amendment No.
+Added: 2 to Royalty Agreement dated May 8, 2025 between Elutia Inc., Elutia Med LLC and Ligand Pharmaceuticals Incorporation
+Added: 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
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.
14 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, 2024
Randal Mills, Ph.D.
2 unchanged sentences
(principal executive officer)
−Removed: November 14, 2024
/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.