ELUTIA INC. 10-Q

Item 1. Financial Statements. ELUTIA INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands, Except for Share and Per Share Data) (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2025 2024 Assets ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 8,500 ​ $ 13,239 ​ Accounts receivable, net ​ 3,150 ​ 2,276 ​ Inventory ​ 5,243 ​ 3,911 ​ Insurance receivables of litigation costs ​ ​ 4,297 ​ ​ 4,760 ​ Prepaid expenses and other current assets ​ 1,090 ​ 1,986 ​ Total current assets ​ 22,280 ​ 26,172 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 2,071 ​ 773 ​ Intangible assets, net ​ 6,575 ​ 8,273 ​ Operating lease right-of-use assets and other ​ 2,923 ​ 909 ​ Total assets ​ $ 33,849 ​ $ 36,127 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders’ Deficit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 6,074 ​ $ 4,149 ​ Accrued expenses ​ 6,304 ​ 7,104 ​ Current portion of long-term debt ​ ​ 3,750 ​ ​ 1,250 ​ Current portion of revenue interest obligation ​ 4,400 ​ 4,400 ​ Contingent liability for legal proceedings ​ ​ 17,015 ​ ​ 20,432 ​ Current operating lease liabilities ​ 405 ​ 460 ​ Total current liabilities ​ 37,948 ​ 37,795 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term debt ​ 21,370 ​ 22,603 ​ Long-term revenue interest obligation ​ 4,692 ​ 5,490 ​ Warrant liability ​ 8,966 ​ 16,076 ​ Long-term operating lease liabilities ​ 2,716 ​ 423 ​ Total liabilities ​ 75,692 ​ 82,387 ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 9) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity (deficit): ​ ​ ​ ​ ​ ​ ​ Class A Common stock, $ 0.001 par value per share, 200,000,000 shares authorized as of June 30, 2025 and December 31, 2024, and 38,081,935 and 30,897,232 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively ​ ​ 38 ​ ​ 31 ​ Class B Common stock, $ 0.001 par value per share, 20,000,000 shares authorized as of June 30, 2025 and December 31, 2024 and 4,313,406 issued and outstanding as of June 30, 2025 and December 31, 2024 ​ ​ 4 ​ ​ 4 ​ Additional paid-in capital ​ 201,251 ​ 183,298 ​ Accumulated deficit ​ ( 243,136 ) ​ ( 229,593 ) ​ Total stockholders’ deficit ​ ( 41,843 ) ​ ( 46,260 ) ​ Total liabilities and stockholders' deficit ​ $ 33,849 ​ $ 36,127 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ 5 Table of Contents ELUTIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Share and Per Share Data) (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ 2025 2024 2025 2024 Net sales ​ $ 6,263 ​ $ 6,291 ​ $ 12,293 ​ $ 12,985 ​ Cost of goods sold ​ 3,205 ​ 3,492 ​ 6,778 ​ 7,343 ​ Gross profit ​ 3,058 ​ 2,799 ​ 5,515 ​ 5,642 ​ Sales and marketing ​ 3,778 ​ 3,330 ​ 6,809 ​ 6,639 ​ General and administrative ​ 3,695 ​ 4,689 ​ 7,566 ​ 9,745 ​ Research and development ​ 1,456 ​ 1,001 ​ 2,361 ​ 2,173 ​ Litigation costs, net ​ ​ 4,004 ​ ​ 2,289 ​ ​ 6,576 ​ ​ 4,074 ​ Total operating expenses ​ ​ 12,933 ​ ​ 11,309 ​ ​ 23,312 ​ ​ 22,631 ​ Loss from operations ​ ( 9,875 ) ​ ( 8,510 ) ​ ( 17,797 ) ​ ( 16,989 ) ​ Interest expense, net ​ 518 ​ 1,267 ​ 1,603 ​ 2,580 ​ (Gain) loss on revaluation of warrant liability ​ ​ ( 2,233 ) ​ ​ 18,337 ​ ​ ( 7,420 ) ​ ​ 27,974 ​ Other expense (income), net ​ 1,442 ​ 257 ​ 1,547 ​ ( 1,186 ) ​ Loss before provision for income taxes ​ ( 9,602 ) ​ ( 28,371 ) ​ ( 13,527 ) ​ ( 46,357 ) ​ Income tax expense ​ 8 ​ ( 11 ) ​ 16 ​ ( 3 ) ​ Net loss from continuing operations ​ ​ ( 9,610 ) ​ ​ ( 28,360 ) ​ ​ ( 13,543 ) ​ ​ ( 46,354 ) ​ Income from discontinued operations ​ ​ — ​ ​ 180 ​ ​ — ​ ​ 180 ​ Net loss ​ ​ ( 9,610 ) ​ ​ ( 28,180 ) ​ ​ ( 13,543 ) ​ ​ ( 46,174 ) ​ Less: dilutive gain on revaluation of warrant liability ​ ​ ( 2,233 ) ​ ​ — ​ ​ ( 7,419 ) ​ ​ — ​ Net loss for diluted earnings per share ​ $ ( 11,843 ) ​ $ ( 28,180 ) ​ $ ( 20,962 ) ​ $ ( 46,174 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss from continuing operations per share - basic ​ $ ( 0.23 ) ​ $ ( 1.14 ) ​ $ ( 0.34 ) ​ $ ( 1.90 ) ​ Net loss from continuing operations per share - diluted ​ $ ( 0.26 ) ​ $ ( 1.14 ) ​ $ ( 0.47 ) ​ $ ( 1.90 ) ​ Net income from discontinued operations per share - basic and diluted ​ $ — ​ $ 0.01 ​ $ — ​ $ 0.01 ​ Net loss per share - basic ​ $ ( 0.23 ) ​ $ ( 1.13 ) ​ $ ( 0.34 ) ​ $ ( 1.89 ) ​ Net loss per share - diluted ​ $ ( 0.26 ) ​ $ ( 1.13 ) ​ $ ( 0.47 ) ​ $ ( 1.89 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding - basic ​ 41,782,556 ​ 24,900,167 ​ 40,239,372 ​ 24,408,651 ​ Weighted average common shares outstanding - diluted ​ 46,308,642 ​ 24,900,167 ​ 44,765,897 ​ 24,408,651 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ 6 Table of Contents ​ ELUTIA INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (In Thousands, Except Share Amounts) (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ Class B ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Common Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ Total ​ ​ Number of ​ ​ ​ ​ Number of ​ ​ ​ ​ Paid-in ​ Accumulated ​ Stockholders' ​ Shares Amount Shares Amount ​ Capital ​ Deficit ​ Equity (Deficit) Balance, March 31, 2025 36,552,348 ​ $ 37 ​ 4,313,406 ​ $ 4 ​ $ 197,027 ​ $ ( 233,526 ) ​ $ ( 36,458 ) Issuance of common stock as payment under revenue interest obligation ​ 1,105,528 ​ ​ 1 ​ — ​ ​ — ​ ​ 2,199 ​ ​ — ​ ​ 2,200 Issuance of common stock as payment of interest ​ 50,000 ​ ​ — ​ — ​ ​ — ​ ​ 83 ​ ​ — ​ ​ 83 Exercise of Prefunded Warrants ​ 249,910 ​ ​ — ​ — ​ ​ — ​ ​ 890 ​ ​ — ​ ​ 890 Vesting of restricted stock units, net of shares withheld and taxes paid ​ 124,149 ​ ​ — ​ — ​ ​ — ​ ​ ( 97 ) ​ ​ ​ ​ ​ ( 97 ) Stock-based compensation — ​ ​ — ​ — ​ ​ — ​ ​ 1,149 ​ ​ — ​ 1,149 Net loss — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 9,610 ) ​ ( 9,610 ) Balance, June 30, 2025 38,081,935 ​ $ 38 ​ 4,313,406 ​ $ 4 ​ $ 201,251 ​ $ ( 243,136 ) ​ $ ( 41,843 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, March 31, 2024 20,036,508 ​ $ 20 ​ 4,313,406 ​ $ 4 ​ $ 143,315 ​ $ ( 193,638 ) ​ $ ( 50,299 ) Issuance of common stock in connection with registered direct offering, net of issuance costs of $ 1.1 million ​ 3,175,000 ​ ​ 3 ​ — ​ ​ — ​ ​ 9,669 ​ ​ ​ ​ ​ 9,672 Exercises of Common Warrants and Prefunded Warrants ​ 551,664 ​ ​ 1 ​ — ​ ​ — ​ ​ 2,073 ​ ​ — ​ 2,074 Vesting of restricted stock units, net of shares withheld and taxes paid ​ 199,929 ​ ​ — ​ — ​ ​ — ​ ​ ( 316 ) ​ ​ — ​ ​ ( 316 ) Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ 2,711 ​ — ​ 2,711 Net loss ​ — ​ ​ — ​ — ​ ​ — ​ ​ ​ ( 28,180 ) ​ ​ ( 28,180 ) Balance, June 30, 2024 23,963,101 ​ $ 24 ​ 4,313,406 ​ $ 4 ​ $ 157,452 ​ $ ( 221,818 ) ​ $ ( 64,338 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ Class B ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Common Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ Total ​ ​ Number of ​ ​ ​ ​ Number of ​ ​ ​ ​ Paid-in ​ Accumulated ​ Stockholders' ​ Shares Amount Shares Amount ​ Capital ​ Deficit Equity (Deficit) Balance, December 31, 2024 30,897,232 ​ $ 31 ​ 4,313,406 ​ $ 4 ​ $ 183,298 ​ $ ( 229,593 ) ​ $ ( 46,260 ) Issuance of common stock in connection with registered direct offering, net of issuance costs of $ 1.1 million ​ 5,520,000 ​ ​ 6 ​ — ​ ​ — ​ ​ 12,590 ​ ​ — ​ 12,596 Issuance of common stock as payment under revenue interest obligation ​ 1,105,528 ​ ​ 1 ​ — ​ ​ — ​ ​ 2,199 ​ ​ — ​ ​ 2,200 Issuance of common stock as payment of interest ​ 50,000 ​ ​ — ​ — ​ ​ — ​ ​ 83 ​ ​ — ​ ​ 83 Exercise of Prefunded Warrants ​ 249,910 ​ ​ — ​ — ​ ​ — ​ ​ 890 ​ ​ — ​ 890 Issuance of common stock under Employee Stock Purchase Plan ​ 31,558 ​ ​ — ​ — ​ ​ — ​ 80 ​ — ​ 80 Vesting of restricted stock units, net of shares withheld and taxes paid ​ 227,707 ​ ​ — ​ — ​ ​ — ​ ​ ( 249 ) ​ ​ — ​ ​ ( 249 ) Stock-based compensation — ​ ​ — ​ — ​ ​ — ​ ​ 2,360 ​ ​ — ​ 2,360 Net loss — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 13,543 ) ​ ( 13,543 ) Balance, June 30, 2025 38,081,935 ​ $ 38 ​ 4,313,406 ​ $ 4 ​ $ 201,251 ​ $ ( 243,136 ) ​ $ ( 41,843 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2023 18,884,196 ​ $ 19 ​ 4,313,406 ​ $ 4 ​ $ 137,021 ​ $ ( 175,644 ) ​ $ ( 38,600 ) Issuance of common stock in connection with registered direct offering, net of issuance costs of $ 1.1 million ​ 3,175,000 ​ ​ 3 ​ — ​ ​ — ​ ​ 9,669 ​ ​ ​ ​ ​ 9,672 Exercises of Common Warrants and Prefunded Warrants ​ 1,627,489 ​ ​ 2 ​ — ​ ​ — ​ ​ 6,106 ​ ​ — ​ 6,108 Issuance of common stock under Employee Stock Purchase Plan ​ 65,459 ​ ​ — ​ — ​ ​ — ​ 70 ​ — ​ 70 Vesting of restricted stock units, net of shares withheld and taxes paid ​ 210,957 ​ ​ — ​ — ​ ​ — ​ ​ ( 322 ) ​ ​ — ​ ​ ( 322 ) Stock-based compensation — ​ ​ — ​ — ​ ​ — ​ 4,908 ​ — ​ 4,908 Net loss ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ( 46,174 ) ​ ​ ( 46,174 ) Balance, June 30, 2024 23,963,101 ​ $ 24 ​ 4,313,406 ​ $ 4 ​ $ 157,452 ​ $ ( 221,818 ) ​ $ ( 64,338 ) ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ 7 Table of Contents ELUTIA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ June 30, ​ ​ 2025 2024 Net loss ​ $ ( 13,543 ) $ ( 46,174 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ Depreciation and amortization ​ 1,760 1,726 Gain on sale of Orthobiologics Business ​ — ( 180 ) (Gain) loss on revaluation of warrant liability ​ ( 7,420 ) 27,974 Gain on revaluation of revenue interest obligation ​ — ( 1,443 ) Amortization of deferred financing costs and debt discount ​ 107 108 Interest expense recorded as additional revenue interest obligation and long-term debt ​ 2,646 1,450 Stock-based compensation ​ 2,360 4,908 Changes in operating assets and liabilities: ​ ​ ​ Accounts receivable ​ ( 874 ) ( 255 ) Inventory ​ ( 1,332 ) 738 Receivables of litigation costs ​ ​ 463 ​ ​ ( 1,725 ) Prepaid expenses and other ​ 1,153 1,345 Accounts payable and accrued expenses ​ 1,021 ( 751 ) Contingent liability for legal proceedings ​ ​ ( 3,417 ) ​ ​ 5,174 Other liabilities ​ ( 33 ) 132 Net cash used in operating activities ​ ( 17,109 ) ( 6,973 ) INVESTING ACTIVITIES: ​ ​ Proceeds from sale of Orthobiologics Business ​ ​ — ​ ​ 180 Expenditures for property and equipment ​ ( 392 ) ( 13 ) Net cash provided by (used in) investing activities ​ ( 392 ) 167 FINANCING ACTIVITIES: ​ Proceeds from private placement and warrants, net of offering costs ​ ​ 13,796 ​ ​ 12,390 Repayments of long-term debt ​ — ( 2,000 ) Proceeds from exercises of Common Warrants and Prefunded Warrants ​ ​ — ​ ​ 1,928 Payments on revenue interest obligation ​ — ( 5,200 ) Repayments of insurance premium financings ​ ​ ( 865 ) ​ ​ ( 1,148 ) Payments for taxes upon vesting of restricted stock units ​ ​ ( 249 ) ​ ​ ( 322 ) Proceeds from stock option exercises and issuance of common stock under ESPP ​ 80 70 Net cash provided by (used in) financing activities ​ 12,762 5,718 ​ ​ ​ ​ ​ ​ ​ Net decrease in cash and cash equivalents ​ ( 4,739 ) ( 1,088 ) ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents, beginning of period ​ 13,239 19,276 Cash and cash equivalents, end of period ​ $ 8,500 $ 18,188 ​ ​ ​ ​ ​ ​ ​ Supplemental Cash Flow and Non-Cash Financing Activities Disclosures: ​ Cash paid for interest ​ $ 548 $ 3,492 Issuance of common stock as payment under revenue interest obligation ​ $ 2,200 ​ $ — Operating lease right-of-use assets executed ​ $ 2,271 ​ $ 1,379 Conversion of Common Warrants and Prefunded Warrants to common stock ​ $ 890 ​ $ 4,180 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents ​ ELUTIA INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1. Organization and Description of Business Elutia Inc. (together with its consolidated subsidiaries, “Elutia” or the “Company”) is a commercial-stage company leveraging its unique understanding of biologics combined with local drug delivery to improve the interaction between implanted medical devices and patients by reducing complications associated with these surgeries. The Company has developed a portfolio of products using both human and porcine tissue that are designed to be as close to natural biological material as possible. Elutia’s portfolio of products spans the Device Protection, Women’s Health and Cardiovascular markets. These products are primarily sold to healthcare providers or commercial partners. Note 2. Summary of Significant Accounting Policies Basis of Presentation and Liquidity The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 (“Annual Report”) for the fiscal year ended December 31, 2024. The financial information as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 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, 2024 was derived from audited financial statements but does not include all disclosures required by GAAP. The results of the Company’s operations for any interim period are not necessarily indicative of the results that may be expected for any other interim period or any future year or period. ​ The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. ​ On November 8, 2023, the Company completed the sale of substantially all of the assets relating to its Orthobiologics segment (the “Orthobiologics Business”) to Berkeley Biologics, LLC (“Berkeley”). The Orthobiologics Business was comprised of assets relating to researching, developing, administering, insuring, operating, commercializing, manufacturing, selling and marketing the Company’s Orthobiologics products, and the business of contract manufacturing of particulate bone, precision milled bone, cellular bone matrix, acellular dermis, soft tissue and other products. The assets sold represent the entirety of the Company’s Orthobiologics segment. In the sale, the Company received approximately $ 14.6 million, and the Company may earn up to an additional $ 20 million, in the aggregate, in the form of earn-out payments. 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 six months ended June 30, 2025. Additionally, the purchase agreement provides for a customary indemnity holdback in the amount of $ 1.5 million to be retained by Berkeley for 24 months after close. In the purchase agreement, the Company has retained the liabilities arising out of the VBM and FiberCel matters, as described in Note 9, both of which products were part of the Orthobiologics Business. The Company recognized a gain of $ 6.0 million on the sale of the Orthobiologics Business in the fourth quarter of 2023 and an additional gain of $ 0.2 million in the second quarter of 2024 from an adjustment payment related to the final working capital received by Berkeley at the sale date. The indemnity holdback is available as a source of recovery for Berkeley for claims of indemnification under the purchase agreement, and some or all of the holdback may be retained by Berkeley if Berkeley is successful in asserting a claim or 9 Table of Contents claims for indemnification against the Company. The Company is aware of certain indemnity-related claims raised, including a claim from a former supplier alleging breach of contract. Based on the Company’s ongoing assessment of these claims, along with the remaining indemnity holdback of $ 1.5 million, the Company does not consider a loss to be probable or estimable as of June 30, 2025. Should the Company receive incremental proceeds in the future through an earn-out payment or payment of the holdback amount, an additional gain will be recorded upon the receipt of such amounts. ​ 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 condensed consolidated financial statements are issued. For the six months ended June 30, 2025, the Company incurred a net loss of $ 13.5 million, and as of June 30, 2025, the Company had an accumulated deficit of $ 243.1 million. In addition, during the six months ended June 30, 2025, the Company used $ 17.1 million of cash in operating activities and expects to continue to incur cash outflows from operating activities during the remainder of 2025. Because of the numerous risks and uncertainties associated with the Company’s commercialization and development efforts, the Company is unable to predict when it will become profitable, and it may never become profitable. The Company’s inability to achieve and then maintain profitability would negatively affect its business, financial condition, results of operations and cash flows. Furthermore, even if the Company does achieve profitability, it may not be able to sustain or increase profitability on an ongoing basis, or, in general, be able to satisfy its obligations, including those related to the FiberCel Litigation and VBM Litigation described in Note 9, when they become due. ​ In order to mitigate the current and potential future liquidity issues caused by the matters noted above, the Company may seek to raise capital through the issuance of common stock or debt such as the offerings described in Note 8, issue common stock to satisfy certain obligations in lieu of cash such as the Ligand amendment described in Note 7 or pursue asset sales or other transactions, such as the sale of the Orthobiologics Business described above. In the future, the Company may also seek to obtain waivers, amendments or other accommodations with lenders or other obligees in order to help manage the Company’s indebtedness and other obligations, such as the May 2025 amendment to the SWK Loan Facility described in Note 6. 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. As such, based on our current operating plans, we believe there is uncertainty as to whether our future cash flows, along with our existing cash, issuances of additional equity and cash generated from expected future sales will be sufficient to meet our anticipated operating needs through twelve months from the condensed consolidated financial statement issuance date. Due to these factors, there is substantial doubt about our ability to continue as a going concern within one year after the issuance of the condensed consolidated financial statements. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. That is, the accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. ​ Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions relating to inventories, receivables, long-lived assets, the valuation of stock-based awards, the valuation of the revenue interest obligation, the valuation of the warrant liability, the contingent liabilities for legal proceedings and deferred income taxes are made at the end of each financial reporting period by management. Management continually re-evaluates its estimates, judgments and assumptions, and management's evaluation could change. Actual results could differ from those estimates. Net Income (Loss) per Share Our common stock has a dual class structure, consisting of Class A common stock, $ 0.001 par value per share (the “Class A common stock”) and Class B common stock, $ 0.001 par value per share (the “Class B common stock”). 10 Table of Contents Other than voting rights, the Class B common stock has the same rights as the Class A common stock, and therefore, both are treated as the same class of stock for purposes of the earnings per share calculation. Basic net loss per share is computed by dividing net loss available to each class of shares by the weighted-average number of shares of common stock and participating securities outstanding during the period. Participating securities include common and prefunded warrants. Net loss is not allocated to participating securities as they do not have an obligation to fund losses. For purposes of the diluted net loss per share calculation, stock options, restricted stock units (“RSUs”) and warrants are considered to be common stock equivalents. See Note 10 for further discussion of net loss per share attributable to common stockholders. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 -  Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 -  Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 -  Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The estimated fair value of financial instruments disclosed in the financial statements has been determined by using available market information and appropriate valuation methodologies. The carrying value of all current assets and current liabilities approximates fair value because of their short-term nature. Cash and Cash Equivalents The Company maintains its cash balances at banks and financial institutions. The balances are insured up to the legal limit. The Company maintains cash balances that may, at times, exceed this insured limit. The Company considers cash on hand, demand deposits in a bank, money market funds, and all highly liquid investments with an original maturity of 90 days or less to be cash and cash equivalents. ​ Accounts Receivable and Allowances Accounts receivable in the accompanying balance sheets are presented net of allowances for credit losses. The Company grants credit to customers in the normal course of business but generally does not require collateral or any other security to support its receivables. The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where a specific customer is unable to meet its financial obligations to the Company, a provision to the allowance for doubtful accounts is recorded to reduce the net recognized receivable to the amount that is reasonably expected to be collected. For all other customers, a provision to the allowance for credit losses is recorded based on factors including the length of time the receivables are past due, the current business environment and the Company’s historical experience. Provisions to the allowance for doubtful accounts are recorded to general and administrative expenses. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. Inventory Inventory, consisting of purchased materials, direct labor and manufacturing overhead, is stated at the lower of cost or net realizable value, with cost determined generally using the average cost method. At each balance sheet date, the 11 Table of Contents Company also evaluates inventory for excess quantities, obsolescence or shelf-life expiration. This evaluation includes analysis of the Company’s current and future strategic plans, historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions and a review of the shelf-life expiration dates for products. To the extent that management determines there is excess or obsolete inventory or quantities with a shelf life that is too near its expiration for the Company to reasonably expect that it can sell those products prior to their expiration, the Company adjusts the carrying value to estimated net realizable value. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the following estimated useful lives of the assets: ​ ​ ​ ​ Processing and research equipment 5 to 10 years Office equipment and furniture 3 to 5 years Computer hardware and software 3 years ​ Leasehold improvements are amortized on the straight-line method over the shorter of the lease term or the estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No 2016-02, Leases to increase the transparency and comparability about leases among entities. ASU 2016-02 and certain additional ASUs are now codified as ASC 842, Leases . ASC 842 supersedes the lease accounting guidance in ASC 840 and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. The Company determines if an arrangement contains a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from that lease. For leases with a term greater than 12 months, ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The lease term includes the option to extend the lease when it is reasonably certain the Company will exercise that option. The Company uses the rate implicit in the lease to discount lease payments to present value unless that rate is not readily determinable. In the case the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on information available at the lease commencement date, including publicly available data for instruments with similar characteristics, to determine the present value of lease payments. The Company combines lease and non-lease elements for office leases. In March 2025, the Company executed a new lease for 26,598 square feet. This new facility will be utilized for office, manufacturing and laboratory space. The lease expires in January 2036 with early termination dates in 2029 and 2033. Monthly lease payments (including allocation portions of property taxes, insurance and other landlord operating expenses) total approximately $ 75,000 with annual rent escalations of 3 %. Rent is abated for the first 12 months of occupancy and is discounted at 50 % for months 13 through 18. The property was made available for use to Elutia by the landlord in May 2025 and at that time, the Company recognized an ROU asset and liability of $ 2.3 million on the Company’s condensed consolidated balance sheet using an incremental borrowing rate of 12.1 %. ​ Long-Lived Assets Purchased intangible assets with finite lives are carried at acquired fair value, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets. The Company periodically evaluates the period of depreciation or amortization for long-lived assets to determine whether current circumstances warrant revised estimates of useful lives. The Company reviews its property and equipment and intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Impairment exists when the carrying value of the company’s asset exceeds the related estimated undiscounted future cash flows expected to be derived from the asset. If impairment exists, the carrying value of that asset is adjusted to its fair value. A discounted cash flow analysis is used to estimate an asset’s fair value, using assumptions 12 Table of Contents that market participants would apply. The results of impairment tests are subject to management’s estimates and assumptions of projected cash flows and operating results. 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 six months ended June 30, 2025 or 2024. Warrant Liability The Company accounts for its warrants in accordance with ASC 815, Derivatives and Hedging – Contracts in Entity's Own Equity , as either liabilities or as equity instruments depending on the specific terms of the warrant agreement. The warrants issued in connection with the September 2023 private placement, June 2024 registered direct offering and 2025 registered direct offering (see Note 8) 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 (gain) loss on revaluation of warrant liability net in the condensed consolidated statements of operations. Revenue Recognition The Company’s revenue is generated from contracts with customers in accordance with ASC 606. The core principle of ASC 606 is that the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The ASC 606 revenue recognition model consists of the following five steps: (1) identify the contracts with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. As noted above, the Company enters into contracts to primarily sell and distribute products to healthcare providers or commercial partners. 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: i) the product is shipped via common carrier; or ii) the product is delivered to the customer or distributor, in accordance with the terms of the agreement. A portion of the Company’s product revenue is generated from consigned inventory maintained at hospitals and from inventory physically held by distributors and direct sales representatives. For these types of product sales, the Company retains control until the product has been used or implanted, at which time revenue is recognized. The Company elected to account for shipping and handling activities as a fulfillment cost rather than a separate performance obligation. Amounts billed to customers for shipping and handling are included as part of the transaction price and recognized as revenue when control of the underlying products is transferred to the customer. The related shipping and freight charges incurred by the Company are included in sales and marketing costs. Contracts with customers state the final terms of the sale, including the description, quantity, and price of each implant distributed. The payment terms and conditions in the Company’s contracts vary; however, as a common business practice, payment terms are typically due in full within 30 to 60 days of delivery. The Company, at times, extends volume discounts to customers. The Company permits returns of its products in accordance with the terms of contractual agreements with customers. Allowances for returns are provided based upon analysis of the Company’s historical patterns of returns matched against the revenues from which they originated. The Company records estimated returns as a reduction of revenue in the same period revenue is recognized. Stock-Based Compensation Plans The Company accounts for its stock-based compensation plans in accordance with FASB Accounting Standards Codification (“ASC”) 718, Accounting for Stock Compensation . ASC 718 requires the measurement and recognition of 13 Table of Contents compensation expense for all stock-based awards made to employees and directors, including employee stock options and restricted stock units. Stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense on a straight-line basis over the requisite service period of the entire award. Research and Development Costs Research and development costs, which include mainly salaries, outside services and supplies, are expensed as incurred. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Company’s cash balances with individual institutions may at times exceed the federally insured limits. There was one customer that represented 14 % of the Company’s accounts receivable as of December 31, 2024. No customer represented greater than 10% of the Company’s accounts receivable as of June 30, 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 six months ended June 30, 2025 and 2024, the Company’s net loss equaled its comprehensive loss and accordingly, no additional disclosure is presented. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are recorded to reflect the tax consequences on future years for differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to amounts that are more likely than not to be realized. The Company is subject to income taxes in the federal and state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. In accordance with the authoritative guidance on accounting for uncertainty in income taxes, the Company recognizes tax liabilities for uncertain tax positions when it is more likely than not that a tax position will not be sustained upon examination and settlement with various taxing authorities. Liabilities for uncertain tax positions are measured based upon the largest amount of benefit that is more likely than not (greater than 50%) of being realized upon settlement. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. ​ In July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law. The OBBBA amends U.S. tax laws, including provisions related to bonus depreciation and deductions for research and development expenses. The Company is currently evaluating the impact of the OBBBA on its consolidated financial statements. ​ Note 3. Recently Issued Accounting Standards In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures . This update improves income tax disclosure requirements, primarily through enhanced transparency and decision usefulness of disclosures. The amendments in this update should be applied prospectively with the option to apply retrospectively and are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company does not expect the adoption of this guidance to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-09. 14 Table of Contents In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220-40). This update assesses the disaggregation of income statement expense which requires more detailed information about specified categories of expenses included in certain expense captions presented on the face of the income statement. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2024-03. Note 4. Stock-Based Compensation In 2015, the Company established the Elutia Inc. 2015 Stock Option/Stock Issuance Plan, as amended (the “2015 Plan”) which provided for the granting of incentive and non-qualified stock options to employees, directors and consultants of the Company. On October 7, 2020, in connection with the Company’s initial public offering (“IPO”), the Company adopted the Elutia Inc. 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. 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 June 30, 2025, the Company had 1,411,696 shares of Class A common stock available for issuance under the 2020 Plan. Stock Options The Company’s policy is to grant stock options at an exercise price equal to 100 % of the market value of a share of Class A common stock at closing on the date of the grant. 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 and 2020 Plan for the six months ended June 30, 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ Weighted- ​ Remaining ​ Aggregate ​ ​ ​ ​ Average ​ Contractual ​ Intrinsic ​ ​ Exercise Term Value ​ ​ Number of Shares ​ Price ​ (years) ​ (in thousands) Outstanding, December 31, 2024 ​ 3,220,991 ​ $ 5.23 ​ ​ 7.3 $ 475 Granted ​ 331,865 ​ $ 1.65 ​ ​ ​ ​ ​ ​ Exercised ​ — ​ $ — ​ ​ ​ ​ ​ ​ Forfeited ​ ( 17,076 ) ​ $ 4.90 ​ ​ ​ ​ ​ ​ Outstanding, June 30, 2025 ​ 3,535,780 ​ $ 4.90 ​ ​ 8.0 ​ $ 109 Vested and exercisable, June 30, 2025 ​ 2,193,869 ​ $ 5.60 ​ ​ 7.7 ​ $ - ​ As of June 30, 2025, there was approximately $ 2.5 million of total unrecognized compensation expense related to unvested stock options. These costs are expected to be recognized over a weighted-average period of 1.4 years. The Company uses the Black-Scholes model to value its stock option grants that vest based on the passage of time or the achievement of certain performance criteria and expenses the related compensation cost using the straight-line method over the vesting period. The fair value of stock options is determined on the grant date using assumptions for the estimated fair value of the underlying common stock, expected term, expected volatility, dividend yield, and the risk-free interest rate. The Company uses the simplified method for estimating the expected term used to determine the fair value of options. The expected volatility of the Class A common stock is based on the Company’s historical stock data. The Company uses a zero -dividend yield assumption as the Company has not paid dividends since inception nor does it 15 Table of Contents anticipate paying dividends in the future. The risk-free interest rate approximates recent U.S. Treasury note auction results with a similar life to that of the option. 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 six months ended June 30, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ June 30, ​ ​ 2025 2024 ​ Expected term (years) ​ 5.5 ​ 5.9 ​ Risk-free interest rate ​ 4.0 % 3.3 % Volatility factor ​ 107.2 % 100.9 % Dividend yield ​ — ​ — ​ ​ The Company has 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 June 30, 2025, there were a total of 345,011 stock options outstanding that are market condition stock option awards. ​ Restricted Stock Units Restricted stock units (“RSUs”) represent rights to receive common shares at a future date. 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 six months ended June 30, 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ ​ Number of Shares ​ Grant Date ​ ​ Underlying RSUs ​ Fair Value Unvested, December 31, 2024 1,417,123 ​ $ 3.58 Granted 92,000 ​ $ 2.81 Vested ( 327,634 ) ​ $ 3.83 Forfeited ( 13,498 ) ​ $ 3.71 Unvested, June 30, 2025 1,167,991 ​ $ 3.45 ​ The total fair value of the RSUs granted during the six months ended June 30, 2025 was $ 0.3 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. The market condition RSUs are valued as described below. 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 June 30, 2025, $ 3.3 million of unrecognized compensation costs related to RSUs is expected to be recognized over a weighted average period of 1.6 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 June 30, 2025, there were 252,394 RSUs outstanding that were market condition RSU awards. ​ 16 Table of Contents Employee Stock Purchase Plan The Company makes shares of its Class A common stock available for purchase under its 2020 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides for separate six-month offering periods that begin in March and September of each year. Under the ESPP, employees may purchase a limited number of shares of Elutia Class A common stock at 85 % of the fair market value on either the first day of the offering period or the purchase date, whichever is lower. The ESPP is considered compensatory for purposes of stock-based compensation expense. 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 June 30, 2025, the total shares of Class A common stock authorized for issuance under the ESPP was 1,126,448 , of which 791,675 remained available for future issuance. During the six months ended June 30, 2025, shares of Class A common stock totaling 31,558 were issued under the ESPP. Stock-Based Compensation Expense Stock-based compensation expense recognized during the three and six months ended June 30, 2025 and 2024 was comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ 2025 2024 2025 2024 Sales and marketing $ 176 ​ $ 485 ​ ​ 364 ​ ​ 933 General and administrative ​ 811 ​ 1,778 ​ ​ 1,672 ​ ​ 3,201 Research and development ​ 142 ​ 356 ​ ​ 284 ​ ​ 610 Cost of goods sold ​ 20 ​ 92 ​ ​ 40 ​ ​ 164 Total stock-based compensation expense ​ $ 1,149 ​ $ 2,711 ​ $ 2,360 ​ $ 4,908 ​ ​ ​ ​ Note 5. Inventory Inventory as of June 30, 2025 and December 31, 2024 was comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2025 2024 Raw materials ​ $ 889 ​ $ 440 Work in process ​ ​ 1,069 ​ ​ 740 Finished goods ​ ​ 3,285 ​ ​ 2,731 Total ​ $ 5,243 ​ $ 3,911 ​ ​ ​ ​ ​ ​ ​ Note 6. Long-Term Debt O n August 10, 2022, the Company entered into a senior secured term loan facility with SWK Funding LLC, as agent, and other lenders party thereto for an aggregate principal amount of $ 25 million, and the Company amended the facility in May 2023, March 2024 and September 2024 (as amended, the “SWK Loan Facility”). An initial draw of $ 21 million was made in August 2022, and an additional $ 4 million was made on December 14, 2022. The SWK Loan Facility also allows for the establishment of a separate, new asset-based revolving loan facility of up to $ 8 million, which has not been entered into to date. The SWK Loan Facility matures on August 10, 2027 and accrues interest, payable quarterly in arrears. Principal amortization of the SWK Loan Facility, as amended in September 2024, starts in November 2025. Principal payments during the amortization period will be limited based on revenue-based caps, although as of June 30, 2025, no such caps are applicable and quarterly principal payments will be in an amount equal to 5 % of the aggregate principal amount funded with the balance paid at maturity. T he SWK Loan Facility also includes both minimum revenue and liquidity covenants, restrictions as to payment of dividends, and is secured by all assets of the Company, subject to certain customary exceptions. As of June 30, 2025, Elutia was in compliance with its financial covenants under the agreement governing the SWK Loan Facility (“SWK Loan Facility Agreement”). See below for discussion of an amendment to the minimum liquidity covenant in May 2025. ​ All of the SWK Loan Facility borrowings take the form of Secured Overnight Financing Rate (“SOFR”) loans and bear interest at a rate per annum equal to the sum of an applicable margin of (i) 7.75 % and the “Term SOFR Rate” 17 Table of Contents (based upon an interest period of 3 months), or (ii) if the Company has elected the PIK Interest option (as defined below), 3.75 % and the “Term SOFR Rate.” The Company may elect a portion of the interest due, to be paid in-kind at a rate per annum of 4.5 % (“PIK Interest”), and such election may be made until November 15, 2025. The “Term SOFR Rate” is subject to a floor of 2.75 %. The agreement governing the SWK Loan Facility also includes an exit fee equal to 6.5 % of the aggregate principal amount funded prior to termination plus $ 112,500 . The weighted average interest rate on the SWK Loan Facility was 12.6 % and 13.6 % for the three and six months ended June 30, 2025 and 2024, respectively . ​ In May 2025, Elutia entered into an amendment to the SWK Loan Facility. This amendment, among other things: (i) allows for 100 % of the interest payment due in May 2025 to be paid as PIK Interest, (ii) removed mandatory repayment obligations related to non-ordinary course asset sales, (iii) allows the Company to request that SWK advance a new term loan in the amount of up to $ 5.0 million, which advance will be in the sole and absolute discretion of SWK and (iv) fixed the amount of the minimum liquidity covenant to be $ 8.0 million. In consideration for the amendment, the Company agreed to issue SWK 50,000 shares of its Class A Common Stock in a private placement. ​ 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. Upon issuance, the Company valued the SWK Warrant at approximately $ 0.6 million using the Black-Scholes model. The recognition of the SWK Warrant as well as deferred financing costs of approximately $ 0.5 million incurred in securing the SWK Loan Facility served to reduce the recorded value of the associated debt. The debt discount and deferred financing costs are recognized as interest expense through the maturity of the loan. ​ Prior to the May 2025 amendment described above, the SWK Loan Facility Agreement required certain mandatory prepayments, subject to certain exceptions, with: (1) 100 % of any net casualty proceeds in excess of $ 250,000 and (2) for non-ordinary course asset sales, an amount equal to the difference between (x) the proportion of divested gross profit (as defined in the SWK Loan Facility Agreement) to the Company’s total gross profit (as defined in the SWK Loan Facility Agreement) multiplied by the outstanding loans under the SWK Loan Facility and (y) the difference between $ 1,000,000 and the aggregate sale proceeds of any assets previously sold during the fiscal year. The closing of the divestiture of the Orthobiologics Business in November 2023 triggered a mandatory prepayment of $ 4.0 million. Of such amount, $ 2.0 million wa s paid shortly after closing of the divestiture in 2023 and the remainder was paid in February 2024 based on mutual agreement between the parties. ​ Long-term debt was comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2025 ​ 2024 Term Loan Facility, net of unamortized discount and deferred financing costs ​ $ 25,120 ​ $ 23,853 Current Portion ​ ( 3,750 ) ​ ( 1,250 ) Long-Term Debt ​ $ 21,370 ​ $ 22,603 ​ In addition to the above, the Company finances the annual premiums of certain insurance policies through short-term financing arrangements and includes the liabilities associated with such arrangements within accrued liabilities in accompanying consolidated balance sheets. The fair value of all debt instruments, which is based on inputs considered to be Level 2 under the fair value hierarchy, approximates the respective carrying values as of June 30, 2025 and December 31, 2024. ​ Note 7. Revenue Interest Obligation On May 31, 2017, the Company completed an asset purchase agreement with CorMatrix Cardiovascular, Inc. (“CorMatrix”) and acquired all CorMatrix commercial assets and related intellectual property (the “CorMatrix 18 Table of Contents Acquisition”). As part of the CorMatrix Acquisition, the Company assumed a restructured, long-term royalty obligation (the “Revenue Interest Obligation”) to Ligand Pharmaceuticals Incorporated (“Ligand”) with an estimated present value on the acquisition date of $ 27.7 million. On January 10, 2024, the Company entered into an amendment to the Revenue Interest Obligation (the “Amended Revenue Interest Obligation”). Pursuant to the Amended Revenue Interest Obligation, subject to annual minimum payments of $ 4.4 million per year, the terms of the Revenue Interest Obligation require Elutia to pay Ligand 5 % of future sales of the products Elutia acquired from CorMatrix, including CanGaroo, ProxiCor, Tyke and VasCure, as well as products substantially similar to those products, such as EluPro. 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. In connection with the execution of the Amended Revenue Interest Obligation, the Company made payments totaling $ 3.0 million ( 50 % paid in January 2024 and 50 % paid in April 2024) in satisfaction of all royalty obligations for the first three fiscal quarters of 2023 and made a payment in February 2024 of $ 1.1 million in satisfaction of the royalty obligations for the fourth quarter of 2023. In May 2025, Elutia entered into a subscription agreement and further amendment to the Amended Revenue Interest Obligation with Ligand. Through such amendment, $ 2.2 million in outstanding royalty obligations (royalty obligations for the fiscal quarters ended December 31, 2024 and March 31, 2025) owed by Elutia to Ligand under the Amended Revenue Interest Obligation was satisfied by the issuance of 1,105,528 shares of Elutia’s Class A common stock to Ligand in a transaction registered with the Securities and Exchange Commission. No additional payments to Ligand have been made during the six months ended June 30, 2025. Total payments to Ligand during the six months ended June 30, 2024 were $ 5.2 million comprised of the aforementioned 2023 amounts due and a 2024 quarterly minimum payment of $ 1.1 million. The Company records the present value of the estimated total future payments under both the Revenue Interest Obligation and Amended Revenue Interest Obligation as a long-term obligation, with the short-term portion being recorded as described below. 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. 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 first quarter of 2024. The resulting gain was recognized as other income 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 recorded a gain instead of accounting for the amendment 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 through a $ 1.4 million increase in “Other expense (income), net” to reverse the original gain and a reduction of $ 0.6 million in “Interest expense, net” to reverse the overstatement of interest expense. The out of period correction is not material to the condensed consolidated financial statements. After the effects of these corrections, interest expense related to the Revenue Interest Obligation of approximately $( 0.4 ) million and $ 0.4 million was recorded for the three months ended June 30, 2025 and 2024, respectively and approximately ($ 0.1 ) million and $ 0.9 million was recorded for the six months ended June 30, 2025 and 2024, respectively. ​ Note 8. Common Stock and Warrants ​ Registered Direct Offering of Common Stock and Warrants ​ On February 4, 2025, the Company sold, in a registered direct offering (“2025 Registered Offering”), an aggregate of (i) 5,520,000 shares of our Class A common stock and (ii) prefunded warrants (“2025 Prefunded Warrants”) to purchase up to an aggregate of 480,000 shares of Class A Common Stock. The public offering price for each share of Class A Common Stock was $ 2.50 , and the public offering price for each 2025 Prefunded Warrant was $ 2.499 , for aggregate gross proceeds of approximately $ 15.0 million, before deducting offering expenses. The 2025 Prefunded Warrants have an exercise price of $ 0.001 per share of Class A Common Stock, are exercisable immediately and will expire when exercised 19 Table of Contents in full. The Company incurred transaction fees, including commissions and legal fees, of approximately $ 1.3 million in connection with the 2025 Registered Offering, of which $ 1.2 million were allocated to the issuance of the common stock. ​ On June 16, 2024, the Company sold, in a registered direct offering (“2024 Registered Offering”), an aggregate of (i) 3,175,000 shares of the Company’s Class A common stock and (ii) prefunded warrants (“2024 Prefunded Warrants”) to purchase up to an aggregate of 725,000 shares of Class A Common Stock. The public offering price for each share of Class A Common Stock was $ 3.40 , and the public offering price for each 2024 Prefunded Warrant was $ 3.399 , for aggregate gross proceeds of approximately $ 13.3 million, before deducting offering expenses. The 2024 Prefunded Warrants have an exercise price of $ 0.001 per share of Class A Common Stock, are exercisable immediately and will expire when exercised in full. The Company incurred transaction fees, including commissions and legal fees, of approximately $ 1.4 million in connection with the 2024 Registered Offering, of which $ 1.1 million were allocated to the issuance of the common stock. ​ Private Placement of Common Stock and Warrants ​ On September 21, 2023, the Company sold, in a private offering (“Private Offering”) an aggregate of (i) 6,852,811 units (“Common Units”) each comprised of (a) one share of the Company’s Class A common stock and (b) a warrant (“Common Warrant”) to purchase one and one half shares of Class A Common Stock, and (ii) 503,058 units (the “Prefunded Units”), each comprised of (a) a prefunded warrant (“2023 Prefunded Warrant”) to purchase one share of Class A Common Stock, and (b) a Common Warrant. 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 the Company’s EluPro product, at an exercise price per share of $ 1.4275 . As discussed below, all Common Warrants were exercised before they expired. Each 2023 Prefunded Warrant is exercisable at any time at a nominal exercise price per share of $ 0.001 (with the remainder of the exercise price per share of Class A Common Stock having been prefunded to the Company). The Company incurred transaction fees, including commissions and legal fees, of approximately $ 1.1 million in connection with the Private Offering, of which $ 0.4 million were allocated to the issuance of the common stock. ​ See below for discussion of the accounting for the warrants and the allocation of the remainder of the transaction fees from the 2025 Registered Offering, 2024 Registered Offering and Private Offering. ​ Warrant Liabilities ​ The Company has concluded that the outstanding 2025 Prefunded Warrants, 2024 Prefunded Warrants and 2023 Prefunded Warrants 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 2025 Prefunded Warrants, 2024 Prefunded Warrants and 2023 Prefunded Warrants based on their fair values and have recorded such amounts as a warrant liability in the accompanying condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024. 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 six months ended June 30, 2025. ​ As noted above, the last exercise date for the Common Warrants was July 31, 2024. All Common Warrants outstanding were exercised by such date yielding exercise proceeds of $ 13.8 million in July 2024. Certain of these exercises ultimately resulted in their conversion to 2023 Prefunded Warrants. ​ 20 Table of Contents A summary of the warrant activity for the six months ended June 30, 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 Prefunded Warrants ​ 2024 Prefunded Warrants ​ 2025 Prefunded Warrants Outstanding, December 31, 2024 ​ ​ 3,573,326 ​ 725,000 ​ — Issued ​ ​ — ​ — ​ 480,000 Exercised ​ ​ ( 250,000 ) ​ — ​ — Outstanding, June 30, 2025 ​ ​ 3,323,326 ​ 725,000 ​ 480,000 ​ The valuation of the warrants is adjusted to fair value (Level 3) 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 six months ended June 30, 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 Prefunded Warrants ​ ​ 2024 Prefunded Warrants ​ 2025 Prefunded Warrants ​ ​ Total Offering Warrants Warrant liability, December 31, 2024 ​ $ 13,365 ​ $ 2,711 $ - ​ $ 16,076 Fair value upon issuance ​ ​ - ​ ​ - ​ 1,200 ​ ​ 1,200 Gain on revaluation of warrant liability ​ ​ ( 5,894 ) ​ ​ ( 1,276 ) ​ ( 250 ) ​ ​ ( 7,420 ) Exercised ​ ​ ( 890 ) ​ ​ - ​ - ​ ​ ( 890 ) Warrant liability, June 30, 2025 ​ $ 6,581 ​ $ 1,435 $ 950 ​ $ 8,966 ​ 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 . The fair value adjustments, which include a $ 2.2 million gain recognized during the three months ended June 30, 2025, have been recorded as (gain) loss on revaluation of warrant liability in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2025. ​ The Company had previously calculated the fair value of the Common Warrants using the Black-Scholes option pricing model with the following inputs as of June 30, 2024: ​ ​ ​ ​ ​ Common stock price $ 4.96 ​ Expected term (years) ​ 0.1 ​ Risk-free interest rate ​ 5.5 % Volatility factor ​ 88.4 % Dividend yield ​ — % ​ ​ Note 9. Commitments and Contingencies Cook Biotech License and Supply Agreements Elutia has entered into a license agreement, as amended, with Cook Biotech (“Cook”), now owned by Evergen, for an exclusive, worldwide license to the porcine tissue for use in the Company’s Cardiac Patch, CanGaroo and EluPro products, subject to certain co-exclusive rights retained by Cook (the “Cook License Agreement”). The term of such license is through the date of the last to expire of the licensed Cook patents, which is anticipated to be July 2031. Along with this license agreement, Elutia entered into a supply agreement whereby Cook would be the exclusive supplier to Elutia of licensed porcine tissue. 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. The supply agreement expires on the same date as the related license agreement. No royalties were due or paid to Cook during the six months ended June 30, 2025 or 2024. The Cook License Agreement also provides for a worldwide exclusive license to the porcine tissue for use with neuromodulation devices in addition to cardiovascular devices and includes license fee payments of $ 0.1 million per year in each of the years 2021 through 2026. Such license payments would accelerate if Elutia undergoes a change in control, 21 Table of Contents as defined in the Cook License Agreement. The Company, in its sole discretion, can terminate the Cook License Agreement at any time. Legal Proceedings From time to time, the Company may be involved in claims and proceedings arising in the course of the Company’s business. The outcome of any such claims or proceedings, regardless of the merits, is inherently uncertain. The Company records accruals for contingencies when it is probable that a liability has been incurred and the amount can be reasonably estimated. Where the available information is only sufficient to establish a range of probable liability, and no point within the range is more likely than any other, the lower end of the range has been used. When a material loss contingency is reasonably possible, but not probable, the Company does not record a liability, but instead discloses the nature of the matter and an estimate of the loss or range of loss, to the extent such estimate can be made. Accruals recorded are adjusted periodically as assessments change or additional information becomes available, and management's judgments may be materially different than the actual outcomes. ​ FiberCel Litigation As previously disclosed, in June 2021, the Company announced a voluntary recall of a single lot of FiberCel fiber viable bone matrix (“FiberCel”). Since September 2021, 110 product liability lawsuits or claims have been filed or asserted against the Company involving FiberCel. As of June 30, 2025, there were 47 active lawsuits or claims against the Company, including 34 lawsuits or claims where settlements have been reached but had not yet been paid by quarter-end. The lawsuits, which have been filed against Elutia, certain Medtronic entities, and others, 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. Such lawsuits were filed in various U.S. federal courts and in state courts in Indiana, Delaware, Florida, Maryland and Ohio. The Company refers to all of the aforementioned litigation, or claim notices, collectively as the “FiberCel Litigation.” ​ Viable Bone Matrix Litigation ​ As also previously disclosed, in July 2023, the Company announced a voluntary recall of a single lot of a certain viable bone matrix (“VBM”) product and the market withdrawal of all of its VBM products produced after a specified date (the “VBM Recall”). Based on our discussions with the CDC, the Company believes that a total of 36 patients were treated with product from the single donor lot. As of June 30, 2025, there were 13 active lawsuits or claims filed or asserted against the Company. The 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. Such lawsuits were filed in various U.S. federal courts and in the California state court. The Company refers to all of the aforementioned litigation, or claim notices, collectively as the “VBM Litigation.” 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 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 obtain insurance coverage and 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. 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 October 15, 2024, Medtronic filed a motion to dismiss Elutia’s claims. The court held a hearing on January 9, 2025, and a decision was rendered by the court on April 8, 2025. In its decision, the court dismissed the Company’s claim with respect to Medtronic’s failure to obtain insurance coverage, but allowed the Company to continue with its claim that Medtronic 22 Table of Contents breached its indemnity obligations to Elutia. 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. ​ Contingent Liability for Legal Proceedings ​ FiberCel Litigation ​ 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, Elutia’s liability in 63 of the cases has been settled for a total cash outlay of $ 21.5 million, with $ 9.6 million of such total settlement outlays having been paid through insurance proceeds. For the remaining 47 cases, the Company estimated a probable loss related to each case and has recorded a liability at a total estimated amount of $ 13.3 million at June 30, 2025, which is recorded as Contingent Liability for Legal Proceedings in the accompanying condensed consolidated balance sheets. Such liability includes $ 11.1 million for which the settlements have been reached but had not yet been paid by quarter-end. ​ 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. While the Company believes its estimated liability to be reasonable, the actual loss amounts are highly variable and are dependent upon the relevant facts and case by case resolutions. As more information is learned about asserted claims and potential future trends, adjustments may be made to this Contingent Liability for Legal Proceedings as appropriate. Management believes that it is reasonably possible that the Company could incur liabilities in excess of amounts accrued and the ultimate liability could be material to the Company’s financial position, results of operations and cash flows in the period recognized. The Company, however, is unable to estimate the possible loss or range of loss in excess of the amount recognized at this time. ​ VBM Litigation ​ 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, Elutia’s liability in 12 of the cases has been settled for a total cash outlay of approximately $ 1.5 million. For the remaining 23 cases (which includes unasserted claims that the Company believes are probable of assertion and excludes one case where the statute of limitations has elapsed), the Company estimated a probable loss at an estimated amount of $ 3.7 million at June 30, 2025, which is recorded as Contingent Liability for Legal Proceedings in the accompanying consolidated balance sheets. Such liability includes $ 0.1 million for which a settlement has been reached but had not yet been paid by quarter-end. 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 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. While the Company believes its estimated liability to be reasonable, the actual loss amounts are highly variable and are dependent upon the relevant facts and case-by-case resolutions. As more information is learned about asserted and unasserted claims and potential future trends, adjustments may be made to this Contingent Liability for Legal Proceedings as appropriate. Management believes that it is reasonably possible that the Company could incur liabilities in excess of amounts accrued and the ultimate liability could be material to the Company’s financial position, results of operations and cash flows in the period recognized. 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 condensed consolidated statements of operations as incurred, with the entirety of such expense related to the VBM Litigation offset by the insurance received or receivable as further described below. ​ 23 Table of Contents 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 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 amounts probable 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 June 30, 2025 totaled $ 4.3 million and are recorded as Insurance Receivables of Litigation Costs in the accompanying consolidated balance sheets. ​ As of June 30, 2025, all amounts recorded as Insurance Receivables of Litigation Costs related 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 both June 30, 2025 and 2024, 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 Medtronic matter. ​ Note 10. Net Income (Loss) Per Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended (in thousands, except share and per share data) ​ June 30, ​ June 30, ​ 2025 2024 2025 2024 Numerator: ​ ​ ​ ​ Net loss from continuing operations ​ $ ( 9,610 ) ​ $ ( 28,360 ) ​ $ ( 13,543 ) ​ $ ( 46,354 ) Income from discontinued operations ​ ​ — ​ ​ 180 ​ ​ — ​ ​ 180 Net loss ​ ​ ( 9,610 ) ​ ​ ( 28,180 ) ​ ​ ( 13,543 ) ​ ​ ( 46,174 ) Less: dilutive gain on revaluation of warrant liability ​ ​ ( 2,233 ) ​ ​ — ​ ​ ( 7,419 ) ​ ​ — Net loss for diluted earnings per share ​ $ ( 11,843 ) ​ $ ( 28,180 ) ​ $ ( 20,962 ) ​ $ ( 46,174 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted average number of common shares - basic ​ 41,782,556 ​ 24,900,167 ​ 40,239,372 ​ 24,408,651 Effect of dilutive prefunded warrants ​ ​ 4,526,086 ​ ​ — ​ ​ 4,526,525 ​ ​ — Weighted average number of common shares - diluted ​ 46,308,642 ​ 24,900,167 ​ 44,765,897 ​ 24,408,651 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss from continuing operations per share - basic ​ $ ( 0.23 ) ​ $ ( 1.14 ) ​ $ ( 0.34 ) ​ $ ( 1.90 ) Net loss from continuing operations per share - diluted ​ $ ( 0.26 ) ​ $ ( 1.14 ) ​ $ ( 0.47 ) ​ $ ( 1.90 ) Net income from discontinued operations per share - basic and diluted ​ $ — ​ $ 0.01 ​ $ — ​ $ 0.01 Net loss per share - basic ​ $ ( 0.23 ) ​ $ ( 1.13 ) ​ $ ( 0.34 ) ​ $ ( 1.89 ) Net loss per share - diluted ​ $ ( 0.26 ) ​ $ ( 1.13 ) ​ $ ( 0.47 ) ​ $ ( 1.89 ) ​ 24 Table of Contents Certain of the Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. 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: ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ June 30, ​ 2025 2024 Options to purchase common stock 3,535,780 ​ 3,238,414 Restricted stock units ​ 1,167,991 ​ 2,218,216 SWK Warrants ​ 187,969 ​ 187,969 Common Warrants ​ — ​ 9,667,779 2023 Prefunded Warrants ​ — ​ 241,588 2024 Prefunded Warrants ​ — ​ 725,000 2025 Prefunded Warrants ​ — ​ — Total 4,891,740 ​ 16,278,966 ​ ​ Note 11. Segment Information With the divestiture in 2023 of the Orthobiologics Business, the Company now operates in three segments. The Company determined its operating and reportable segments to be consistent with its major product groupings – Device Protection, Women’s Health and Cardiovascular. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Chief Operating Decision Maker ("CODM") is the Chief Executive Officer. The CODM evaluates the performance of our segments based upon, among other things, segment net sales and segment gross profit, excluding intangible asset amortization (“segment gross profit”). 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. 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 June 30, 2025, the Company’s segment gross profit was comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Device Protection ​ ​ Women's Health ​ ​ Cardiovascular ​ ​ Total Net sales $ 3,516 ​ $ 2,011 ​ $ 736 ​ $ 6,263 Cost of goods sold, excluding intangible asset amortization ​ 1,332 ​ ​ 895 ​ ​ 129 ​ ​ 2,356 Segment gross profit $ 2,184 ​ $ 1,116 ​ $ 607 ​ $ 3,907 ​ No customer for the three months ended June 30, 2025 represented greater than 10% of total net sales. ​ For the six months ended June 30, 2025, the Company’s segment gross profit was comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Device Protection ​ ​ Women's Health ​ ​ Cardiovascular ​ ​ Total Net sales $ 6,595 ​ $ 4,636 ​ $ 1,062 ​ $ 12,293 Cost of goods sold, excluding intangible asset amortization ​ 2,758 ​ ​ 2,068 ​ ​ 253 ​ ​ 5,079 Segment gross profit $ 3,837 ​ $ 2,568 ​ $ 809 ​ $ 7,214 ​ 25 Table of Contents The net sales for the six months ended June 30, 2025 include the revenues derived from one customer which represents 11 % of total net sales. Such customer is included within the Women’s Health segment. ​ For the three months ended June 30, 2024, the Company’s segment gross profit was comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Device Protection ​ ​ Women's Health ​ ​ Cardiovascular ​ ​ Total Net sales $ 2,639 ​ $ 2,571 ​ $ 1,081 ​ $ 6,291 Cost of goods sold, excluding intangible asset amortization ​ 1,068 ​ ​ 1,161 ​ ​ 414 ​ ​ 2,643 Segment gross profit $ 1,571 ​ $ 1,410 ​ $ 667 ​ $ 3,648 ​ The net sales for the three months ended June 30, 2024 include the revenues derived from one customer which represents 11 % of total net sales. Such customer is included within the Women’s Health segment. Additionally, the net sales for the three months ended June 30, 2024 include the revenues derived from another customer which represents 15 % of total net sales. Such customer is included within the Cardiovascular segment. ​ For the six months ended June 30, 2024, the Company’s segment gross profit was comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Device Protection ​ ​ Women's Health ​ ​ Cardiovascular ​ ​ Total Net sales $ 4,996 ​ $ 6,138 ​ $ 1,851 ​ $ 12,985 Cost of goods sold, excluding intangible asset amortization ​ 1,796 ​ ​ 3,162 ​ ​ 686 ​ ​ 5,644 Segment gross profit $ 3,200 ​ $ 2,976 ​ $ 1,165 ​ $ 7,341 ​ The net sales for the six months ended June 30, 2024 include the revenues derived from one customer which represents 14 % of total net sales. Such customer is included within the Women’s Health segment. Additionally, the net sales for the three months ended June 30, 2024 include the revenues derived from another customer which represents 11 % of total net sales. Such customer is included within the Cardiovascular segment. ​ 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, 2025 and 2024, (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ 2025 2024 2025 2024 Segment gross profit ​ $ 3,907 ​ $ 3,648 ​ $ 7,214 ​ $ 7,341 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangible asset amortization expense ​ ​ ( 849 ) ​ ​ ( 849 ) ​ ​ ( 1,699 ) ​ ​ ( 1,699 ) Sales and marketing ​ ​ ( 3,778 ) ​ ​ ( 3,330 ) ​ ​ ( 6,809 ) ​ ​ ( 6,639 ) General and administrative ​ ​ ( 3,695 ) ​ ​ ( 4,689 ) ​ ​ ( 7,566 ) ​ ​ ( 9,745 ) Research and development ​ ​ ( 1,456 ) ​ ​ ( 1,001 ) ​ ​ ( 2,361 ) ​ ​ ( 2,173 ) Litigation costs, net ​ ​ ( 4,004 ) ​ ​ ( 2,289 ) ​ ​ ( 6,576 ) ​ ​ ( 4,074 ) Loss from operations ​ ( 9,875 ) ​ ​ ( 8,510 ) ​ ​ ( 17,797 ) ​ ​ ( 16,989 ) Interest expense, net ​ 518 ​ ​ 1,267 ​ ​ 1,603 ​ ​ 2,580 (Gain) loss on revaluation of warrant liability ​ ​ ( 2,233 ) ​ ​ 18,337 ​ ​ ( 7,420 ) ​ ​ 27,974 Other expense (income), net ​ 1,442 ​ ​ 257 ​ ​ 1,547 ​ ​ ( 1,186 ) Loss before provision for income taxes $ ( 9,602 ) ​ $ ( 28,371 ) ​ $ ( 13,527 ) ​ $ ( 46,357 ) ​ During the six months ended June 30, 2025 and 2024, the Company did not have any material international product sales, and the Company did not own any long-lived assets outside the United States. ​ ​ 26 Table of Contents