{"url_path":"/sec/elut/8-k/2026-07-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1708527/0001104659-26-085061-index.html","accession_number":"0001104659-26-085061","cik":"0001708527","ticker":"ELUT","issuer_name":"ELUTIA INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1708527/0001104659-26-085061-index.html","primary_entity_key":"0001708527","primary_entity_name":"ELUTIA INC."},"word_count":1133,"has_tables":true,"body_markdown":"** **\n\n**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\n**Agreement to Sell SimpliDerm Business**\n\n \n\nOn July 16, 2026, Elutia Inc., a Delaware corporation (the “Company”\nor “Elutia”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Cellution Biologics Inc.\n, a Delaware corporation (“Cellution Biologics”). Subject to the terms and conditions of the Purchase Agreement, at the closing\n(the “Closing”) of the transactions contemplated by the Purchase Agreement (collectively, such transactions, the “Asset\nPurchase”), Cellution Biologics will purchase from the Company substantially all of the assets related to the Company’s business\nof commercializing, manufacturing, distributing, selling and/or marketing human acellular dermis (hADM) products for use in the field\nof breast reconstruction under the SimpliDerm® brand (the “SimpliDerm Business”). The assets of the SimpliDerm Business\nconstitute substantially all of the assets currently held in Elutia’s Women’s Health segment. Cellution Biologics is only\nassuming certain liabilities related to performance of the contracts transferred in the Asset Purchase (such liabilities, the “Assumed\nLiabilities”).\n\n \n\nThe\nPurchase Agreement provides for aggregate consideration payable to the Company of up to $11 million, consisting of: (i) a base purchase\nprice of $8 million in cash, payable at Closing, subject to adjustment for any inventory shortfall; (ii) a contingent payment of\nup to $2 million, payable upon completion of certain technology transfer and manufacturing transition milestones within an 18-month\nperiod following the Closing, subject to reduction for sales shortfalls against monthly SimpliDerm sales targets during such transition\nperiod; and (iii) contingent payments of up to $1 million, in the aggregate, in the form of earn-out payments, payable for any four\nof the first five quarters following the Closing in which SimpliDerm sales exceed a specified quarterly revenue target (collectively,\nthe “Purchase Price”).\n\n \n\nIn connection with the Purchase Agreement, the\nCompany has agreed, for a five-year period following the Closing, to be subject to certain non-competition restrictions in the business\nof manufacturing, marketing, distributing or selling human acellular dermis products. The Company has also agreed not to solicit Cellution\nBiologics’ employees and independent contractors for a period of five years following the Closing.\n\n \n\nThe Company and Cellution Biologics have also\nnegotiated a transition services agreement, to be entered into at Closing, pursuant to which the Company will agree to perform certain\ntransition services for a period of time following the Closing with respect to Cellution Biologics’ use and operation of the assets\npurchased in the Asset Purchase.\n\n \n\n \n\n \n\n \n\nThe Purchase Agreement contains customary representations, warranties\nand covenants of the parties. The Company and Cellution Biologics have agreed to indemnify each other from and against losses the respective\nparties may incur arising out of breaches of the other party’s representations, warranties and covenants contained in the Purchase\nAgreement. In addition, Cellution Biologics has agreed to indemnify the Company for losses relating to the Assumed Liabilities (as defined\nin the Purchase Agreement), and the Company has agreed to indemnify Cellution Biologics for losses relating to the Excluded Assets and\nExcluded Liabilities (each as defined in the Purchase Agreement). The Company has also agreed to indemnify Cellution Biologics for losses\nrelated to the operation of the SimpliDerm Business prior to Closing, certain transaction expenses, certain successor-liability matters,\nand certain specified litigation matters. Certain of the indemnification obligations of the parties under the Purchase Agreement are subject\nto specified survival limitations, including an 18-month general survival period, a three-year survival period for certain special representations,\nand a six-year or longer survival period for certain fundamental representations. The Company’s liability under the Purchase Agreement\nis subject to a deductible amount equal to 10% of the Purchase Price, overall cap amounts ranging from 10% to 100% of the Purchase Price\ndepending on the nature of the representations, and other customary exceptions and limitations. The remedies provided under the Purchase\nAgreement’s indemnification provisions are the parties’ sole and exclusive remedies, subject to customary carve-outs for fraud\nand specific performance.\n\n \n\nThe Closing is subject to customary closing conditions, including,\namong others, (i) the accuracy of representations and warranties set forth in the Purchase Agreement (subject to customary materiality\nqualifiers), (ii) the absence of any Material Adverse Effect (as defined in the Purchase Agreement) with respect to the SimpliDerm Business,\n(iii) material compliance with covenants set forth in the Purchase Agreement, (iv) the execution and delivery of certain related ancillary\ndocuments, (v) no termination or material impairment of assumed or shared contracts, (vi) resolution of certain supply related matters,\nand (vii) certain other conditions set forth in the Purchase Agreement. Subject to the satisfaction or waiver of the conditions to Closing,\nthe Company expects the Closing to occur in the second half of 2026.\n\n \n\nThe Company and Cellution Biologics are each permitted under certain\ncircumstances to terminate the Purchase Agreement, including in the event that (i) the Closing has not occurred by January 16, 2027, (ii)\nany final and nonappealable order is issued and effective or a law is enacted that prohibits or makes illegal the Asset Purchase, or (iii)\nif the other party to the Purchase Agreement has breached any representation, warranty, covenant or other agreement such that the closing\nconditions relating to either the accuracy of representations or the satisfaction of covenants by the other party are not met and cannot\nbe cured as provided in the Purchase Agreement.\n\n \n\nThe foregoing description of the Purchase Agreement and the Asset Purchase\ndoes not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is\nfiled as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference. The Purchase\nAgreement is not intended to provide any other factual information about the Company, Cellution Biologics, or their respective owners,\nsubsidiaries and affiliates. The representations, warranties and covenants contained in the Purchase Agreement (i) were made solely for\npurposes of the Purchase Agreement and as of the date of the Purchase Agreement, (ii) were solely for the benefit of the parties to the\nPurchase Agreement, (iii) may be subject to qualifications and limitations agreed upon by the parties to the Purchase Agreement, including\nbeing qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Purchase Agreement\ninstead of establishing these matters as facts and (iv) may be subject to standards of materiality applicable to the contracting parties\nthat differ from those applicable to security holders of the Company. Investors and security holders of the Company should not rely on\nthe representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition\nof the Company. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after\nthe date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company."}