ELUTIA INC. 8-K

What Happened

• On July 16, 2026 Elutia Inc. announced an Asset Purchase Agreement to sell substantially all assets of its SimpliDerm® human acellular dermis (hADM) business (the core of its Women’s Health segment) to Cellution Biologics Inc.
• The total consideration is up to $11 million: an $8 million cash base purchase price payable at closing (subject to inventory adjustments), up to $2 million contingent on completion of technology transfer and manufacturing transition milestones within 18 months, and up to $1 million in earn-out payments tied to quarterly sales performance after closing. Closing is expected in the second half of 2026, subject to customary conditions; the agreement can be terminated if not closed by January 16, 2027.

Key Details

• Purchase Price: up to $11.0M ( $8.0M base at closing; $2.0M contingent for transfer milestones; $1.0M aggregate earn-outs tied to sales ).
• Buyer assumes only certain liabilities tied to transferred contracts; Elutia retains excluded liabilities and will indemnify for pre-closing operation and specified matters.
• Post-closing restrictions: Elutia agreed to five-year non-competition and five-year non-solicitation covenants related to hADM products and Cellution personnel.
• Indemnities and limits: typical representations/warranties and indemnity regimes apply (general survival ~18 months; certain reps 3 years; certain fundamental reps six years or more). Elutia’s liability subject to a deductible equal to 10% of the Purchase Price and caps ranging from 10% to 100% depending on the representation.

Why It Matters

• The agreement would monetize Elutia’s SimpliDerm business (the bulk of its Women’s Health assets) for up to $11M in cash and contingent payments, shifting the business and related operations to Cellution Biologics if the deal closes.
• Investors should note timing and conditions: closing is contingent on customary approvals, no material adverse effects, resolution of supply matters and other conditions; failure to meet conditions could delay or terminate the transaction (deadline Jan 16, 2027).
• The five-year non-compete/non-solicit and transition services arrangement will shape Elutia’s ability to operate in the hADM space after closing and the company’s near-term operations related to this product line.
• Elutia also issued a press release about the agreement (filed as Exhibit 99.1 to the 8-K).