ELUTIA INC. 10-Q

Item 5. Other Information. During the six months ended June 30, 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). Item 6. Exhibits. ​ ​ ​ Exhibit Number Description Form File No. Exhibit Filing Date Filed/ Furnished Herewith 2.1 ​ Asset Purchase Agreement, dated September 17, 2023, by and among Elutia Inc., Berkeley Biologics, LLC, and GNI Group, Ltd. (solely with respect to Section 11.18) 8-K 001-39577 10.1 9/19/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.1a ​ Restated Certificate of Incorporation of Elutia Inc. 8-K 001-39577 3.1 10/13/2020 ​ ​ ​ ​ ​ ​ ​ ​ 3.1b ​ Certificate of Amendment to the Restated Certificate of Incorporation of Elutia Inc. 8-K 001-39577 3.1 09/07/2023 ​ ​ ​ 3.2 ​ Amended and Restated Bylaws of Elutia Inc. 8-K 001-39577 3.2 10/13/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Second Amended and Restated Investor Rights Agreement, dated as of September 14, 2020, among the Registrant and the investors named therein S-1 333-248788 4.1 09/14/2020 ​ ​ ​ 4.2 ​ Specimen stock certificate evidencing the shares of Class A common stock S-1 333-248788 4.2 09/14/2020 ​ ​ ​ 4.3 ​ Specimen stock certificate evidencing the shares of Class B common stock S-1/A 333-248788 4.3 09/30/2020 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.4 ​ Warrant to Purchase Stock, issued on August 10, 2022, by Elutia Inc.to SWK Funding LLC. ​ 8-K 001-39577 4.1 8/15/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.5 ​ Form of Common Warrant 8-K 001-39577 4.1 9/21/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.6 ​ 2023 Form of Prefunded Warrant 8-K 001-39577 4.2 9/21/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.7 ​ Registration Rights Agreement, dated September 21, 2023, by and among Elutia Inc. and the Investors named therein 8-K 001-39577 10.2 9/21/2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.8 ​ 2024 Form of Prefunded Warrant 8-K 001-39577 4.1 6/18/2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.10 ​ 2025 Form of Prefunded Warrant 8-K 001-39577 4.1 2/4/2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.37 ​ Subscription Agreement and Amendment No. 2 to Royalty Agreement dated May 8, 2025 between Elutia Inc., Elutia Med LLC and Ligand Pharmaceuticals Incorporation 10-Q 001-39577 10.37 5/13/2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ 44 Table of Contents 10.38 ​ 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 10-Q 001-39577 10.38 5/13/2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * ​ 31.2 ​ Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * ​ 32.1 ​ Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** ​ 32.2 ​ Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** ​ 101.INS ​ Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document * ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document * ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document * ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document * ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document * ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ​ ​ ​ ​ * ​ * Filed herewith. ​ ** Furnished herewith. ​ ​ ​ 45 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ ELUTIA INC. ​ Date: August 14, 2025 By: /s/ C. Randal Mills, Ph.D. ​ ​ C. Randal Mills, Ph.D. ​ ​ President and Chief Executive Officer ​ ​ (principal executive officer) ​ Date: August 14, 2025 By: /s/ Matthew Ferguson ​ ​ Matthew Ferguson ​ ​ Chief Financial Officer ​ ​ (principal financial officer and principal accounting officer) ​ ​ ​ 46