UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 43, 2026

ELUTIA INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39577	47-4790334
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

20 Firstfield Road

Gaithersburg, MD 20878

(Address of principal executive offices) (Zip Code)

(240) 247-1170

(Registrant’s telephone number, include area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	ELUT	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~previously~~March ~~reported~~3, ~~on November 7~~2026, ~~2025,~~the ~~Elutia~~Board ~~Inc.,~~of aDirectors ~~Delaware corporation~~ (the ~~“Company”~~"Board") orof “Elutia~~”),~~ ~~received~~Inc. a(the ~~letter~~"Company") ~~from~~adopted the ~~Listing~~Elutia ~~Qualifications~~Inc. ~~Department~~2026 ofInducement ~~The~~Award ~~Nasdaq~~Plan ~~Stock~~(the ~~Market~~"Inducement ~~LLC (“Nasdaq”~~Plan"),. ~~notifying~~The ~~the~~purpose ~~Company~~of ~~that,~~the ~~for~~Inducement ~~the~~Plan ~~last~~is 30to ~~consecutive~~induce ~~business~~individuals ~~days,~~to ~~the~~enter ~~closing~~into ~~bid~~enter ~~price~~into ~~for~~employment with the Company’s ~~Class~~and Aits ~~common stock~~subsidiaries, ~~par~~and ~~value~~to ~~$0.001~~enhance ~~per~~the ~~share~~ability (of the ~~“Common~~Company ~~Stock”),~~and ~~was~~its ~~below~~subsidiaries ~~$1.00~~to ~~per share~~attract, ~~which~~retain isand ~~the~~motivate ~~minimum~~persons ~~closing~~who ~~bid~~are ~~price~~expected ~~required~~to ~~for~~make ~~continued~~important ~~listing~~contributions ~~on The Nasdaq Capital Market pursuant~~ to ~~Nasdaq~~the ~~Listing~~Company ~~Rule~~by ~~5550(a)(2)~~providing ~~(the~~these ~~“Minimum~~individuals ~~Bid~~with ~~Price~~equity ~~Requirement”)~~ownership opportunities.

Awards under the Inducement Plan may only be granted to individuals who were not previously employees or directors of the Company, or following a bona fide period of interruption of employment, as a material inducement to their entering into employment with the Company or its subsidiaries within the meaning of Rule 5635(c)(4) of the Listing Rules of The Nasdaq Stock Market. Accordingly, approval of the Company's stockholders was not required for the adoption of the Inducement Plan.

~~Also,~~The asInducement ~~previously~~Plan ~~reported,~~provides onfor ~~December 23, 2025,~~ the ~~Company~~grant ~~received~~of astock ~~letter~~options ~~from~~(other ~~the~~than ~~Staff~~incentive ofstock ~~Nasdaq~~options), ~~notifying~~stock ~~the~~appreciation ~~Company~~rights, ~~that~~restricted itstock, ~~was~~restricted ~~not~~stock inunits, ~~compliance~~other ~~with~~stock- ~~the~~or ~~continued~~cash-based ~~listing~~awards, ~~requirement~~and ~~set~~dividend ~~forth~~equivalents. inUnder ~~Nasdaq~~the ~~Listing~~Inducement ~~Rule 5550(b)(2)~~Plan, ~~which requires listed companies to maintain~~ a ~~minimum~~maximum ~~market value~~ of ~~listed~~2,000,000 ~~securities~~shares ~~(“MVLS”)~~ of atthe ~~least~~Company's ~~$35~~Class ~~million~~A ~~(the~~common ~~“MVLS~~stock ~~Requirement”).~~may ~~Based~~be onissued. ~~the~~Shares ~~Staff’s~~subject ~~review~~to ofawards ~~the~~that ~~Company’s~~are ~~MVLS~~forfeited, ~~the~~expire, ~~Company’s~~are ~~MVLS~~surrendered, ~~was~~are ~~below~~tendered ~~$35~~or ~~million~~withheld for ~~the~~payment ~~previous~~of ~~30 consecutive business days. The letter also noted that~~ the ~~Company~~exercise ~~does~~price ~~not~~or ~~meet~~tax ~~the~~withholding ~~additional~~obligations, ~~requirements~~or ~~under~~are ~~Nasdaq~~settled ~~Listing~~in ~~Rules~~cash, ~~5550(b)(1)~~will ~~and~~again ~~5550(b)(3)~~be ~~relating~~available tofor ~~minimum~~future ~~shareholder~~grants ~~equity~~under orthe ~~net~~Inducement ~~income standards~~Plan.

The Board has designated the Compensation Committee as “Administrator" under the Inducement Plan, with broad authority to determine eligible award recipients, award types, award terms and conditions, vesting schedules, and other matters related to the Inducement Plan. The Administrator also has the authority to institute and determine the terms and conditions of an exchange program, including a repricing of awards, and to adopt award agreement forms under the Inducement Plan.

OnThe ~~February~~exercise 5,price ~~2026,~~of ~~the~~stock ~~Company~~options ~~received~~and astock ~~letter~~appreciation ~~from~~rights ~~Nasdaq,~~granted ~~notifying~~under the ~~Company~~Inducement ~~that~~Plan ~~the~~may ~~Staff~~not ~~has~~be ~~determined~~less ~~that~~than it100% ~~has~~of ~~regained compliance with~~ the ~~MVLS~~fair ~~Requirement~~market asvalue of a ~~result~~share of the Company’'s ~~MVLS~~Class ~~being~~A ~~$35~~common ~~million~~stock oron ~~greater for~~ the ~~eleven~~date ~~consecutive~~of ~~business~~grant, ~~days~~and ~~from~~the ~~January~~term ~~21,~~of ~~2026~~options ~~through~~and ~~February~~stock 4,appreciation ~~2026.~~rights ~~Accordingly,~~may ~~the~~not ~~letter~~exceed ~~indicated~~ten ~~that~~years. ~~the~~No ~~Company~~incentive isstock inoptions ~~compliance~~may ~~with~~be ~~the~~granted ~~MVLS~~under ~~Requirement, and~~ the ~~matter~~Inducement ~~is closed~~Plan.

The Inducement Plan contains provisions addressing the treatment of awards in the event of a change in control of the Company. Unless the Administrator elects to terminate an award in exchange for cash, rights or property, or cause an award to become fully exercisable and no longer subject to forfeiture restrictions prior to the consummation of a change in control, awards will generally continue in effect or be assumed or an equivalent award substituted by the successor corporation. If the successor corporation refuses to assume or substitute for an award, the Administrator may cause such award to terminate in exchange for cash, rights or other property, or may cause such award to become fully exercisable immediately prior to the consummation of the change in control.

OnAwards ~~March~~granted 2,under ~~2026,~~ the ~~Company~~Inducement ~~received~~Plan aare ~~letter~~generally ~~from~~non-transferable. ~~Nasdaq,~~The ~~notifying~~Board ~~the~~may ~~Company~~amend, ~~that~~suspend ~~the~~or ~~Staff~~terminate ~~has determined that is has regained compliance with~~ the ~~Minimum~~Inducement ~~Bid~~Plan ~~Price Requirement as a result of the closing bid price of the Common Stock being~~ at ~~$1.00~~any ~~per share or greater for the 10 consecutive business days from February 13~~time, ~~2026~~subject ~~through~~to ~~February~~certain ~~27, 2026~~limitations. ~~Accordingly,~~All ~~the~~awards ~~letter~~under ~~indicated that~~ the ~~Company~~Inducement isPlan inare ~~compliance~~subject ~~with~~to the ~~Minimum~~Company's ~~Bid~~clawback ~~Price Requirement, and the matter is closed~~policies.

In connection with the adoption of the Inducement Plan, the Board also adopted a form of Stock Option Agreement for option grants under the Inducement Plan.

OnThe ~~March~~foregoing 4,descriptions ~~2026,~~of the ~~Company~~Inducement ~~issued~~Plan aand ~~press~~the ~~release~~form ~~announcing~~of ~~that~~Stock ~~the~~Option ~~Company~~Agreement ~~has~~do ~~regained~~not ~~compliance~~purport ~~with~~to ~~the~~be ~~Minimum~~complete ~~Bid~~and ~~Price~~are ~~Requirement~~qualified ~~and~~in ~~the~~their ~~MVLS~~entirety ~~Requirement.~~by Areference ~~copy~~to the full text of the ~~press~~Inducement ~~release~~Plan isand ~~attached~~the ~~hereto~~form of Stock Option Agreement, copies of which are filed as ~~Exhibit~~Exhibits 9910.1 and 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Exhibit Description

99.1		Press Release of Elutia Inc., dated March 4, 2026
10.1		Elutia Inc. 2026 Inducement Award Plan

10.2		Form of Stock Option Agreement under the Elutia Inc. 2026 Inducement Award Plan
104		Cover Page Interactive Data File (formatted as Inline XBRL document)

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 hereunto duly authorized.

	ELUTIA INC.
Date: March 4, 2026	By:	/s/ Matthew Ferguson
Date: March 9, 2026	By:	/s/ Matthew Ferguson
		Matthew Ferguson
		Chief Financial Officer

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