0001104659-26-125317 | 10-Q | XBRL Viewer

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Sep. 30, 2026	Dec. 31, 2025
Class A Common stock
Common stock, par value (in dollar per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	44,397,650	42,784,848
Common stock, shares outstanding	44,397,650	42,784,848
Class B Common stock
Common stock, par value (in dollar per share)	$ 0.001	$ 0.001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

+ References

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+ Details

Commitment and Contingencies - FiberCel Litigation (Details) - FiberCel Litigation Product Lability $ in Millions	49 Months Ended	61 Months Ended
	Sep. 30, 2026 USD ($) lawsuit case	Sep. 30, 2026 USD ($) lawsuit case
Legal Proceedings
Number of lawsuits filed or asserted	110
Number of active lawsuits or claims filed or asserted	3	3
Number of cases settled		106
Number of one case statute of limitations expired	1	1
Lawsuits or claims where settlements have been reached but not yet been paid	1	1
Total estimated liability \| $	$ 1.2	$ 1.2
Cases not settled or adjudicated with estimated a probable loss \| case	3	3
Number of case settled and paid		105

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals) $ in Millions	9 Months Ended
	Sep. 30, 2025 USD ($)
Registered Direct Offering of Common Stock and Warrants
Issuance and offering costs	$ 1.2

Organization and Description of Business (Details) - Class A Common stock - $ / shares	Sep. 30, 2026	Aug. 06, 2026	Dec. 31, 2025
Organization and Description of Business
Threshold period of minimum bid price for continuing listing on Nasdaq Capital Market		30 days
Common stock, par value (in dollar per share)	$ 0.001	$ 0.001	$ 0.001
Minimum Bid Price for continuing listing on Nasdaq Capital Market		$ 1
Compliance period		180 days

Stock-Based Compensation - Restricted Stock Units (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2026 USD ($) $ / shares shares
Restricted stock units
Weighted-Average Grant Date Fair Value
Total fair value of the restricted stock units granted \| $	$ 0.1
Unrecognized compensation costs \| $	$ 0.4
Weighted-average recognition period	1 year
Restricted stock units \| Minimum
Weighted-Average Grant Date Fair Value
Vesting period	3 years
Restricted stock units \| Maximum
Weighted-Average Grant Date Fair Value
Vesting period	4 years
Restricted stock units \| 2020 Plan
Number of Shares Underlying RSUs
Unvested at the beginning	726,805
Granted	30,000
Vested	(328,378)
Forfeited	(16,621)
Outstanding at the end	411,806
Weighted-Average Grant Date Fair Value
Unvested at the beginning (in dollars per share) \| $ / shares	$ 3.38
Granted (in dollars per share) \| $ / shares	1.22
Vested (in dollars per share) \| $ / shares	3.68
Forfeited (in dollars per share) \| $ / shares	3.17
Unvested at the ending (in dollars per share) \| $ / shares	$ 2.99
RSUs that vest on achievements of price thresholds
Number of Shares Underlying RSUs
Outstanding at the end	252,394
Weighted-Average Grant Date Fair Value
Period over which price must exceed $10 for awards to vest	20 days
Period to recognize costs	3 years

Long-Term Debt - SWK Loan Facility (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended
	Oct. 01, 2025	Aug. 10, 2022	Sep. 30, 2025	Sep. 30, 2026	Sep. 30, 2025	Aug. 06, 2026	Dec. 31, 2025
Long-Term Debt
Deferred financing costs				$ 337
Facility balance				$ 8,098
Class A Common stock
Long-Term Debt
Common stock, par value (in dollar per share)				$ 0.001		$ 0.001	$ 0.001
SWK Loan Facility
Long-Term Debt
Maximum borrowing capacity		$ 25,000
Total amount outstanding	$ 26,900
Prepayment amount of loan	27,800
Gain on extinguishment of debt	1,300
Write-off of deferred financing fees upon refinancing of related debt	$ 400
Weighted average interest rate			12.30%		12.50%
SWK Loan Facility \| SWK Warrants \| Class A Common stock
Long-Term Debt
Warrants issued		187,969
Common stock, par value (in dollar per share)		$ 0.001
Exercise price (in dollar per share)		$ 6.65
Maximum shares issuable at closing		187,969

Stock-Based Compensation (Details) - shares		1 Months Ended
Stock-Based Compensation (Details) - shares	Nov. 10, 2026	Jun. 30, 2026	Jun. 30, 2023	Sep. 30, 2026	Mar. 31, 2026	Oct. 07, 2020
Subsequent Events
Stock-Based Compensation
Options granted	3,442,000
2020 Plan \| Subsequent Events
Stock-Based Compensation
Options granted	3,064,000
2020 Plan \| Class A Common stock
Stock-Based Compensation
Common stock reserved for future issuance						1,636,000
Increase in number of shares reserve for issuance		3,000,000	2,000,000
Number of shares available for grant				3,592,573
2026 Inducement Plan \| Subsequent Events
Stock-Based Compensation
Options granted	378,000
2026 Inducement Plan \| Class A Common stock
Stock-Based Compensation
Common stock reserved for future issuance					2,000,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Summary of Significant Accounting Policies - Reclassifications (Details) - 9 months ended Sep. 30, 2026	segment	item
Summary of Significant Accounting Policies
Number of reportable segments	1	1

Common Stock and Warrants - Avenue Warrants (Details) - Avenue Warrants - $ / shares		9 Months Ended
	Aug. 11, 2026	Sep. 30, 2026
Common Stock and Warrants
Warrants issued		1,395,348
Loan and security agreement
Common Stock and Warrants
Warrants issued	1,395,348
Exercise price (in dollar per share)	$ 0.86

Stock-Based Compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan	9 Months Ended
	Sep. 30, 2026 shares
Stock-Based Compensation
Offering period	6 months
Price of the common stock purchased as percentage of fair market value of common stock	85.00%
Grant of equity awards authorized	1,554,296
Awards available for grant	1,104,325

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2026

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 (“2025 Annual Report”) for the fiscal year ended December 31, 2025. The financial information as of September 30, 2026 and for the three and nine months ended September 30, 2026 and 2025 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, 2025 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 subsidiary. Intercompany accounts and transactions have been eliminated in consolidation.

On July 16, 2026, the Company entered into an Asset Purchase Agreement (the “SimpliDerm APA”) with Cellution Biologics Inc. (“Cellution”). On August 17, 2026, at the closing of the transactions contemplated by the APA, Cellution purchased from the Company substantially all of the assets related to the Company’s business of commercializing, manufacturing, distributing, selling and/or marketing human acellular dermis (hADM) products for use in the field of breast reconstruction under the SimpliDerm brand (the “SimpliDerm Business”). The assets of the SimpliDerm Business constituted substantially all of the assets held in Elutia’s Women’s Health segment. Cellution only assumed certain liabilities related to performance of the contracts transferred in the SimpliDerm APA. The SimpliDerm APA provides for aggregate consideration payable to the Company of up to $11 million, consisting of: (i) a base purchase price of $8 million in cash, which was paid at closing less a $0.3 million reduction related to post-close estimated adjustments for inventory levels (which may change after a definitive post-closing inventory reconciliation); (ii) a

contingent payment of up to $2 million, payable upon completion of certain technology transfer and manufacturing transition milestones within an 18-month period following the closing, subject to reduction for sales shortfalls against monthly SimpliDerm sales targets during such transition period; and (iii) contingent payments of up to $1 million, in the aggregate, in the form of earn-out payments, payable for any four of the first five quarters following the SimpliDerm Closing in which SimpliDerm sales exceed a specified quarterly revenue target.

On September 8, 2025, Elutia executed an Asset Purchase Agreement (the “CIED APA”) with Boston Scientific Corporation (“BSC”), a Delaware corporation, and Cardiac Pacemakers Inc. (“CPI”), a Minnesota corporation (collectively with BSC, the “CIED Buyers”). On October 1, 2025, at the closing of the transactions contemplated by the CIED APA, the CIED Buyers purchased from the Company substantially all of the assets that are related to the Company’s business of researching, developing, administering, operating, commercializing, manufacturing, selling and marketing its cardiac implantable electronic device (“CIED”) products, including its CanGaroo®, CanGaroo® RM, EluPro™ and CIED envelope products, including next generation CIED envelope products (collectively the “CIED Business”). The assets of the CIED Business constituted substantially all of the assets previously held in Elutia’s Device Protection segment. The CIED Buyers only assumed certain liabilities related to performance of the contracts transferred in the CIED APA. The CIED APA provided for an aggregate purchase price of $88.0 million in cash, subject to certain adjustments pursuant to the terms of the CIED APA. After giving effect to an inventory adjustment of $0.4 million, aggregate consideration totaled $88.4 million, of which $80.4 million was paid in cash to Elutia at the closing of the transactions or shortly thereafter, and $8.0 million was deposited at the closing in escrow with a bank for twelve months, subject to potential reduction in the event of certain post-closing breaches of representations and warranties within the CIED APA by the Company, and was released to the Company in October 2026. The Company recognized a gain, net of tax effect and divestiture costs, of $76.1 million on the sale of the CIED Business during the fourth quarter of 2025. Such gain included the recognition of the $8.0 million in escrow as a divestiture proceeds receivable on the accompanying balance sheets as of September 30, 2026 and December 31, 2025.

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 $20.0 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 three or nine months ended September 30, 2026 or 2025. In the purchase agreement, the Company has retained the liabilities arising out of the VBM and FiberCel matters, as described in Note 10, 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. Additionally, the purchase agreement provided for a customary indemnity holdback in the amount of $1.5 million to be retained by Berkeley for 24 months after closing of the transaction. In March 2026, the indemnity holdback was resolved with Berkeley remitting $0.4 million to Elutia. Such amount was recognized as additional gain in the first quarter of 2026 within income (loss) from discontinued operations in the accompanying condensed consolidated financial statements. Should the Company receive incremental proceeds in the future through an earn-out payment, an additional gain will be recorded upon the receipt of such amounts.

The SimpliDerm, CIED and Orthobiologics Businesses were classified as held for sale in the periods in which the applicable held for sale criteria under ASC 205-20 were met. Because the disposition of each of the three businesses represented a strategic shift that had, or will have, a major effect on the Company’s operations and financial results, each business individually qualified for discontinued operations presentation. Accordingly, the results of these businesses are reported as discontinued operations for all periods presented. Unless otherwise indicated, the information in the notes to the condensed consolidated financial statements relates to continuing operations. See Note 4 for further discussion of these divestitures.

Since inception, the Company has financed its operations primarily through amounts borrowed under its credit facilities, proceeds from its initial public offering (“IPO”), sales of its products and more recently, the sale of its Orthobiologics, CIED and SimpliDerm Businesses and proceeds from follow-on offerings and private placements of its common stock and warrants to purchase its common stock. The Company’s historical cash outflows have primarily been associated with manufacturing and administrative costs, sales and marketing, research and development, clinical activity, purchase of property and equipment used in its production activities, litigation defense and settlement costs and investing in its commercial infrastructure. For the nine months ended September 30, 2026, the Company incurred a loss from continuing operations of $22.7 million, and as of September 30, 2026, the Company had an accumulated deficit of $192.6 million. In addition, during the nine months ended September 30, 2026, the Company used $24.4 million of cash in operating activities. The Company expects to incur operating losses and negative cash flows from operations for the foreseeable future, as the Company advances its development and commercialization of NXT-41 and NXT-41x. Because of the numerous risks and uncertainties associated with the Company’s development and commercialization efforts, the Company is unable to predict when it will become profitable, and it may never become profitable. The future viability of the Company is dependent on its ability to generate cash flows from current or future product sales and/or raise additional capital to finance its operations. The Company may seek to raise capital through the issuance of common stock or debt such as the offerings described in Note 9 and the new debt facility described in Note 7, or pursue asset sales or other transactions, such as the sale of the Orthobiologics, CIED and SimpliDerm Businesses described above. However, such transactions may not be successful, and the Company may not be able to raise additional equity, refinance our debt instruments, sell assets or obtain waivers or amendments to its obligations on acceptable terms, or at all.

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. The Company believes that its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements through at least one year after the issuance date of the condensed consolidated financial statements. If the Company is unable to obtain sufficient funding when needed and/or on acceptable terms, the Company may be required to significantly curtail, delay or discontinue its research and development programs, the manufacture of clinical and commercial supplies, product portfolio expansion, commercialization efforts and/or commercial operations, which could adversely affect its business prospects, or the Company may be unable to continue operations.

Reclassifications

The Company has determined that its operating and reportable segments are consistent with its major product groupings which in prior periods included Device Protection, Women’s Health and Cardiovascular. Segment results for the three and nine months ended September 30, 2025, have been recast to conform to the new segment presentation, which now excludes Device Protection and Women’s Health due to their divestitures noted above, thus leaving the Company with only one segment. Refer to the Segment Information in Note 12.

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 Loss per Share Attributable to Common Stockholders

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”).

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. The Company is also authorized to issue up to 10,000,000 shares of preferred stock with a par value of $0.001. No shares of preferred stock have been issued or are outstanding as of September 30, 2026 and December 31, 2025. During the year ended December 31, 2025, all outstanding shares of Class B common stock were converted to Class A common stock.

Basic net income (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. For purposes of the diluted net income (loss) per share calculation, stock options, restricted stock units (“RSUs”), warrants and the Conversion Option (as defined in Note 9) are considered to be common stock equivalents. In applying the two-class method, the Company has elected an accounting policy to determine whether undistributed earnings are allocated to participating securities by analogy to the ‘control number’ concept in ASC 260. Accordingly, the Company evaluates income (loss) from continuing operations to determine whether participating securities are allocated earnings. Participating securities are not allocated losses as they are not contractually obligated to share in losses. This policy is applied consistently from period to period. See Note 11 for further discussion of net income (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. The carrying value of the Company’s long- term debt, which includes Level 3 inputs, approximates its fair value because the debt bears interest at a variable market rate and the Company’s credit risk has not materially changed since the inception of the agreement.

Cash and Cash Equivalents

The Company maintains its cash and cash equivalent balances at banks and financial institutions. The balances are insured up to the legal limit. The Company maintains cash and cash equivalent 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 primarily purchased materials, 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 Company also evaluates inventory for excess quantities, obsolescence or shelf-life expiration. This evaluation includes an 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 the 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 of 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. When available, the Company uses the rate implicit in the lease to discount lease payments to present value. In the case that the implicit rate is not available, 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.

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 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 three and nine months ended September 30, 2026 or 2025.

Warrant Liability

The Company accounts for its warrants in accordance with ASC 815, Derivatives and Hedging – Contracts in Entity's Own Equity (“ASC 815”), 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 9) as well as the August 2026 loan agreement (see Note 7) 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 and derivative liabilities in the condensed consolidated statements of operations.

Derivative Liability

The Company evaluates debt instruments and other hybrid contracts for embedded features that may be required to be separated and accounted for as derivative instruments in accordance with ASC 815, and, when applicable, ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In evaluating whether an embedded equity-linked feature qualifies for a derivative scope exception, the Company considers the guidance in ASC 815-40, “Contracts on an Entity’s Own Equity” (“ASC 815-40”), including whether the feature is indexed to the Company’s own stock and meets the related equity classification conditions. When the Company concludes that an embedded conversion feature must be bifurcated, the Company records the bifurcated embedded feature as a derivative liability at fair value on the issuance date. The host debt instrument is accounted for under the applicable debt guidance, with the proceeds allocated between the host and the bifurcated derivative, which generally results in a debt discount that is amortized to interest expense over the term of the related debt using the effective interest method. The derivative liability, which currently consists of the loan agreement conversion option (see Note 7), is subsequently remeasured to fair value at each balance sheet date, and any change in fair value is recognized in (Gain) loss on revaluation of warrant and derivative liabilities 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. 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 agents. 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 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. The Company has elected to account for forfeitures as they occur.

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 16% of the Company’s total net sales for the nine months ended September 30, 2025. No customers accounted for greater than 10% of sales for the three months ended September 30, 2026 and 2025 or for the nine months ended September 30, 2026. There was one customer that represented 33% of the Company’s accounts receivable as of September 30, 2026. There was one customer that represented 13% of the Company’s accounts receivable as of December 31, 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 three and nine months ended September 30, 2026 and 2025, 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.

Summary of Significant Accounting Policies - Net Loss per Share (Details) - $ / shares	Sep. 30, 2026	Aug. 06, 2026	Dec. 31, 2025
Net Loss per Share Attributable to Common Stockholders
Preferred stock, shares authorized (in shares)	10,000,000		10,000,000
Preferred stock par value (in dollar per share)	$ 0.001		$ 0.001
Preferred shares issued (in shares)	0		0
Preferred shares outstanding (in shares)	0		0
Class A Common stock
Net Loss per Share Attributable to Common Stockholders
Common stock, par value (in dollar per share)	$ 0.001	$ 0.001	$ 0.001
Class B Common stock
Net Loss per Share Attributable to Common Stockholders
Common stock, par value (in dollar per share)	$ 0.001		$ 0.001

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.6-03(i)(2)(ii))
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-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

- Definition

The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.

+ References + Details

- Definition

Number of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt.

+ References + Details

- Definition

Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 2
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
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+ Details

Stock-Based Compensation - Stock Options Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2026 USD ($) $ / shares shares	Dec. 31, 2025 $ / shares shares
Aggregate Intrinsic Value
Vested and exercisable at the end (in dollars) \| $	$ 41
Time-based options
Number of Shares
Outstanding at the beginning \| shares	3,297,941
Granted \| shares	3,565,769
Exercised \| shares	(8,730)
Forfeited \| shares	(220,100)
Outstanding at the end \| shares	6,634,880	3,297,941
Vested and exercisable at the end \| shares	2,986,206
Weighted- Average Exercise Price
Outstanding at the beginning (in dollars per share) \| $ / shares	$ 4.75
Granted (in dollars per share) \| $ / shares	0.78
Exercised (in dollars per share) \| $ / shares	0.69
Forfeited (in dollars per share) \| $ / shares	2.79
Outstanding at the end (in dollars per share) \| $ / shares	2.69	$ 4.75
Vested and exercisable at the end (in dollars per share) \| $ / shares	$ 4.4
Weighted-Average Remaining Contractual Term (years)
Outstanding (in years)	8 years	7 years 1 month 6 days
Vested and exercisable (in years)	6 years 9 months 18 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value (in dollars) \| $	$ 244
Employee Stock Option Member
Other Disclosures
Total unrecognized compensation expense \| $	$ 2,200
Weighted-average recognition period	2 years 6 months

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2026

Net Loss Per Share

Schedule of net loss per share attributable to common stockholders


		Three Months Ended						Nine Months Ended
(in thousands, except share and per share data)		September 30,						September 30,
		2026			2025			2026			2025
Numerator:
Net loss from continuing operations		$	(6,503)		$	(1,044)		$	(22,688)		$	(11,288)
(Loss) income from discontinued operations			5,218			(2,824)			6,288			(6,123)
Net loss			(1,285)			(3,868)			(16,400)			(17,411)
Less: dilutive gain on revaluation of warrant and derivative liability			(613)			(5,098)			—			(12,518)
Net loss for diluted earnings per share		$	(1,898)		$	(8,966)		$	(16,400)		$	(29,929)

Denominator:
Weighted average number of common shares - basic			44,313,491			42,431,314			43,847,094			40,965,925
Effect of dilutive prefunded warrants			3,224,679			4,525,885			-			4,526,346
Weighted average number of common shares - diluted			47,538,170			46,957,199			43,847,094			45,492,271

Net loss from continuing operations per share - basic		$	(0.15)		$	(0.02)		$	(0.52)		$	(0.28)
Net loss from continuing operations per share - diluted		$	(0.15)		$	(0.13)		$	(0.52)		$	(0.52)
Net (loss) income from discontinued operations per share - basic		$	0.12		$	(0.07)		$	0.14		$	(0.15)
Net (loss) income from discontinued operations per share - diluted		$	0.11		$	(0.06)		$	0.14		$	(0.13)
Net loss per share - basic		$	(0.03)		$	(0.09)		$	(0.37)		$	(0.43)
Net loss per share - diluted		$	(0.04)		$	(0.19)		$	(0.37)		$	(0.66)

Schedule of potential common shares excluded from calculation, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders


	As Of
	September 30,
	2026	2025
Options to purchase common stock	6,634,880	3,531,769
Restricted stock units	411,806	851,356
SWK Warrants	187,969	187,969
Avenue Warrants	1,395,348	—
Conversion Option	2,427,184	—
Total	11,057,187	4,571,094

Common Stock and Warrants (Tables)

9 Months Ended

Sep. 30, 2026

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Summary of the Offering Warrants activity


	2023 Prefunded Warrants	2024 Prefunded Warrants	2025 Prefunded Warrants	Avenue Warrants
Outstanding, December 31, 2025	3,323,326	725,000	480,000	—
Issued	—	—	—	1,395,348
Exercised	(1,300,000)	—	—	—
Outstanding, September 30, 2026	2,023,326	725,000	480,000	1,395,348

Summary of liabilities measured at fair value on a recurring basis

The following tables set forth by level, within the fair value hierarchy, the liabilities that are measured at fair value on a recurring basis (in thousands):


		Fair Value Measurements at September 30, 2026 Using:
		Level 1			Level 2			Level 3			Total
Liabilities:
Prefunded Warrants		$	—		$	2,551		$	—		$	2,551
Avenue Warrants			—			—			788			788
Conversion Option			—			—			862			862
Total		$	—		$	2,551		$	1,650		$	4,201


		Fair Value Measurements at December 31, 2025 Using:
		Level 1			Level 2			Level 3			Total
Liabilities:
Prefunded Warrants		$	—		$	3,124		$	—		$	3,124
Total		$	—		$	3,124		$	—		$	3,124

Avenue Warrants

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of inputs used to calculate fair value


		August 11,			September 30,
		2026			2026
Common stock price	$	0.80		$	0.79
Exercise price	$	0.86		$	0.86
Expected term (years)		4.5			4.4
Risk-free interest rate		4.4	%		5.1	%
Volatility factor		95.1	%		94.5	%
Dividend yield		-	%		-	%

Conversion Option

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of inputs used to calculate fair value


		August 11,			September 30,
		2026			2026
Common stock price	$	0.80		$	0.79
Conversion price	$	1.03		$	1.03
Expected term (years)		3.5			3.4
Risk-free interest rate		4.3	%		5.0	%
Volatility factor		94.4	%		90.5	%
Dividend yield		-	%		-	%

Warrant and Derivative Liability

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of rollforward of the aggregate fair value of the warranty liability

The following table provides a rollforward of the aggregate fair value of the warrant and derivative liability for the nine months ended September 30, 2026 (in thousands):


		2023 Prefunded Warrants		2024 Prefunded Warrants		2025 Prefunded Warrants	Avenue Warrants	Conversion Option		Total Warrants and Derivatives
Warrant and derivative liabilities, December 31, 2025	$	2,292	$	500	$	332	-	-	$	3,124
Fair value upon issuance		-		-		-	804	895		1,699
(Gain) loss on revaluation of warrant and derivative liabilities		696		73		48	(16)	(33)		768
Exercised		(1,390)		-		-				(1,390)
Warrant and derivative liabilities, September 30, 2026	$	1,598	$	573	$	380	788	862	$	4,201

Commitment and Contingencies - Viable Bone Matrix Litigation (Details) - Viable Bone Matrix Litigation $ in Millions	1 Months Ended	38 Months Ended	40 Months Ended
	Jul. 31, 2023 customer	Sep. 30, 2026 claim lawsuit	Sep. 30, 2026 USD ($) claim case	Sep. 30, 2026 USD ($)	Sep. 30, 2026 lawsuit	Sep. 30, 2026 case
Legal Proceedings
Patients treated with product from the single donor lot. \| customer	2
Number of individuals received tissue from the recalled VBM lot \| customer	36
Number of lawsuits filed or asserted \| claim		27
Number of active lawsuits or claims filed or asserted \| lawsuit					7
Number of cases settled		19	19
Lawsuits dismissed \| case						1
Number of case settled and paid \| lawsuit		18
Lawsuits or claims where settlements have been reached but not yet been paid					1	1
Cases not settled or adjudicated with estimated a probable loss \| case						7
Total amount of settlements			$ 3.3
Total estimated liability				$ 2.3
Litigation and claims settlement not paid				$ 0.5
Claim where the statute of limitation to file a lawsuit has elapsed \| claim		9	9

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2026

Stock-Based Compensation

Summary of stock options outstanding, exercisable and vested or expected to vest


				Weighted-
				Average
		Weighted-		Remaining		Aggregate
		Average		Contractual		Intrinsic
		Exercise		Term		Value
	Number of Shares	Price		(years)		(in thousands)
Outstanding, December 31, 2025	3,297,941	$	4.75		7.1	$	-
Granted	3,565,769	$	0.78
Exercised	(8,730)	$	0.69
Forfeited	(220,100)	$	2.79
Outstanding, September 30, 2026	6,634,880	$	2.69		8.0	$	244
Vested and exercisable, September 30, 2026	2,986,206	$	4.40		6.8	$	41

Summary of weighted-average assumptions were used to determine the fair value of options


	Nine Months Ended
	September 30,
	2026		2025
Expected term (years)	6.0		5.5
Risk-free interest rate	3.9	%	4.0	%
Volatility factor	105.5	%	107.2	%
Dividend yield	—		—

Schedule of RSU activity


				Weighted-
				Average
		Number of Shares		Grant Date
		Underlying RSUs		Fair Value
Unvested, December 31, 2025		726,805		$	3.38
Granted		30,000		$	1.22
Vested		(328,378)		$	3.68
Forfeited		(16,621)		$	3.17
Unvested, September 30, 2026		411,806		$	2.99

Schedule of stock-based compensation expense recognized

Stock-based compensation expense recognized during the three and nine months ended September 30, 2026 and 2025 was comprised of the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025
Sales and marketing	$	34	$	265	$	123	$	387
General and administrative		654		771		2,054		2,406
Research and development		172		196		519		539
Cost of goods sold		-		103		-		118
Total stock-based compensation expense	$	860	$	1,335	$	2,696	$	3,450

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common Stock Class A Common stock	Common Stock Class B Common stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2024	$ 31	$ 4	$ 183,298	$ (229,593)	$ (46,260)
Balance (in shares) at Dec. 31, 2024	30,897,232	4,313,406
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with registered direct offering, net of issuance costs	$ 6		12,590		12,596
Issuance of common stock in connection with registered direct offering, net of issuance costs (in shares)	5,520,000
Issuance of common stock as payment under revenue interest obligation	$ 1		2,199		2,200
Issuance of common stock as payment under revenue interest obligation (in shares)	1,105,528
Issuance of common stock as payment of interest			83		83
Issuance of common stock as payment of interest (in shares)	50,000
Exercises of Common Warrants and Prefunded Warrants			727		727
Exercises of Common Warrants and Prefunded Warrants (in shares)	249,910
Issuance of common stock under Employee Stock Purchase Plan			112		112
Issuance of common stock under Employee Stock Purchase Plan (in shares)	59,268
Vesting of restricted stock units, net of shares withheld and taxes paid			(307)		(307)
Vesting of restricted stock units, net of shares withheld and taxes paid (in shares)	354,822
Stock-based compensation			4,342		4,342
Net loss				(17,411)	(17,411)
Conversion of Class B Common Stock to Class A Common Stock	$ 2	$ (2)
Conversion of Common Stock to Class A and Class B Common Stock (in shares)	1,962,160	(1,962,160)
Balance at Sep. 30, 2025	$ 40	$ 2	203,044	(247,004)	(43,918)
Balance (in shares) at Sep. 30, 2025	40,198,920	2,351,246
Balance at Jun. 30, 2025	$ 38	$ 4	201,251	(243,136)	(41,843)
Balance (in shares) at Jun. 30, 2025	38,081,935	4,313,406
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercises of Common Warrants and Prefunded Warrants			(162)		(162)
Issuance of common stock under Employee Stock Purchase Plan			32		32
Issuance of common stock under Employee Stock Purchase Plan (in shares)	27,710
Vesting of restricted stock units, net of shares withheld and taxes paid			(58)		(58)
Vesting of restricted stock units, net of shares withheld and taxes paid (in shares)	127,115
Stock-based compensation			1,981		1,981
Net loss				(3,868)	(3,868)
Conversion of Class B Common Stock to Class A Common Stock	$ 2	$ (2)
Conversion of Common Stock to Class A and Class B Common Stock (in shares)	1,962,160	(1,962,160)
Balance at Sep. 30, 2025	$ 40	$ 2	203,044	(247,004)	(43,918)
Balance (in shares) at Sep. 30, 2025	40,198,920	2,351,246
Balance at Dec. 31, 2025	$ 43		203,842	(176,213)	27,672
Balance (in shares) at Dec. 31, 2025	42,784,848
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options			7		7
Exercise of stock options (in shares)	8,730
Issuance of common stock under Employee Stock Purchase Plan			71		71
Issuance of common stock under Employee Stock Purchase Plan (in shares)	87,488
Vesting of restricted stock units, net of shares withheld and taxes paid			(111)		(111)
Vesting of restricted stock units, net of shares withheld and taxes paid (in shares)	217,816
Warrants exercise, net of administrative costs	$ 1		1,389		1,390
Warrant exercise, net of administrative costs (in shares)	1,298,768
Stock-based compensation			2,696		2,696
Net loss				(16,400)	(16,400)
Balance at Sep. 30, 2026	$ 44		207,894	(192,613)	15,325
Balance (in shares) at Sep. 30, 2026	44,397,650
Balance at Jun. 30, 2026	$ 44		207,030	(191,328)	15,746
Balance (in shares) at Jun. 30, 2026	44,289,230
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options			3		3
Exercise of stock options (in shares)	3,542
Issuance of common stock under Employee Stock Purchase Plan			26		26
Issuance of common stock under Employee Stock Purchase Plan (in shares)	38,647
Vesting of restricted stock units, net of shares withheld and taxes paid			(25)		(25)
Vesting of restricted stock units, net of shares withheld and taxes paid (in shares)	66,231
Stock-based compensation			860		860
Net loss				(1,285)	(1,285)
Balance at Sep. 30, 2026	$ 44		$ 207,894	$ (192,613)	$ 15,325
Balance (in shares) at Sep. 30, 2026	44,397,650

Long-Term Debt

9 Months Ended

Sep. 30, 2026

Long-Term Debt

Long-Term Debt

Note 7. Long-Term Debt

SWK Loan Facility

On 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”). On October 1, 2025, in connection with and through the proceeds of the sale of the Company’s CIED Business described in Note 2, Elutia fully repaid the SWK Loan Facility as required by the terms of the loan agreement. The outstanding principal, including the accrued exit fee, and accrued interest recognized as of this date totaled approximately $26.9 million. The total payment by the Company to SWK in full satisfaction of the debt was $27.8 million, yielding a loss on early repayment of debt of $1.3 million (including the write-off of the unamortized debt discount and deferred financing costs of $0.4 million) in the fourth quarter of 2025. The weighted average interest rate on the SWK Loan Facility was 12.3% and 12.5% for the three and nine months ended September 30, 2025, respectively.

On August 10, 2022, 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 date of issuance. 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 Company’s Class A common stock. Unless earlier exercised or terminated in accordance with its terms, the SWK Warrant will expire on the seventh anniversary of the date of issuance.

Avenue Loan Agreement

On August 11, 2026 (the “Loan Agreement Closing Date”), the Company entered into a loan and security agreement, and supplement to loan and security agreement (collectively, the “Loan Agreement”), with Avenue Venture Opportunities Fund II, L.P., as administrative agent and collateral agent for the lenders (in such capacities, the “Loan Agent”) and as lender (“Avenue 2”), and Avenue Growth Lending Fund III, L.P., as a lender (“Avenue 3”; together with Avenue 2, the “Lenders”), which provides for a senior secured term loan facility of up to $15 million in the aggregate that matures on March 1, 2030, consisting of (i) an initial term loan of $10 million (the “First Tranche Term Loan”), which was fully funded on the Loan Agreement Closing Date, and (ii) a $5 million delayed draw term loan (the “Second Tranche Term Loan”), which will be made available between May 1, 2027 and September 30, 2027, subject to the clearance by the FDA of the Company’s NXT-41x product and satisfaction of certain liquidity conditions (the “Second Tranche Term Loan”, which together with the First Tranche Term Loan, the “Term Loan”).

The Company’s obligations under the Loan Agreement are secured by substantially all of its assets. The Term Loan bears interest at the greater of (i) 12.25% and (ii) the sum of the Wall Street Journal Prime Rate plus 5.50%. Interest-only payments on the principal amount outstanding are due monthly. Beginning on either (i) February 11, 2028, or (ii) if the Second Tranche Term Loan has been drawn, August 11, 2028, the Company will also be required to repay in equal monthly installments (the “Amortization Payments”) the outstanding principal amount of the Term Loan through the

maturity date. The weighted average interest rate on the Term Loan was 12.3% for the three and nine months ended September 30, 2026.

If any portion of the Term Loan is prepaid prior to the maturity date (other than the Amortization Payments), then the Company will pay a prepayment premium with respect to such portion of the Term Loan being prepaid equal to (i) during the first year after the Loan Agreement Closing Date, 3.0% of the principal amount of such portion; (ii) during the second year after the Loan Agreement Closing Date, 2.0% of the principal amount of such portion; and (iii) thereafter but prior to the maturity date, 1.0% of the principal amount of such portion. In addition, the Company will pay certain other fees with respect to the Loan Agreement, including an upfront commitment fee and a final payment fee due at maturity equal to 4% of the Term Loan funded, or $0.4 million based upon the aggregate amount currently funded. The final payment fee is recognized as additional interest cost and accreted to the Term Loan balance using the effective interest method over the contractual term of the Term Loan. Accretion of the final payment fee is included in interest expense.

The Loan Agreement contains customary affirmative covenants for transactions of this type, including, among others, the provision of financial and other information to the Loan Agent, notice to the Loan Agent upon the occurrence of certain material events, compliance with applicable laws and certain liquidity requirements. The Loan Agreement also contains customary negative covenants, including certain restrictions on the ability to merge and consolidate with other companies, incur indebtedness, pay dividends, redeem the Company’s capital stock and grant liens or security interests on assets. The Loan Agreement includes certain customary events of default. If a default occurs and is continuing, the Company may be required to repay all amounts outstanding under the Loan Agreement and pay default interest at the designated rate plus 5%, compounded monthly. The Company may use the proceeds of borrowings under the Loan Agreement as working capital and to fund its general business requirements. As of September 30, 2026, the Company was in compliance with all covenants under the Loan Agreement.

In connection with the Loan Agreement, the Company agreed to issue to the Lenders warrants exercisable for 1,395,348 shares of Common Stock, subject to possible adjustment in the event of a dilutive financing between the date of issuance and December 31, 2026. The Loan Agreement also provides that the Lenders may elect to convert up to $2.5 million of the principal amount of the Term Loan outstanding thereunder (“Conversion Option”) into shares of the Company’s common stock (“Common Stock”) at a price per share equal to 120% of the Warrant Price (as defined in Note 9). See Note 9 for further discussion of the Lender warrants and Conversion Option.

As of September 30, 2026, the Term Loan was classified as long-term debt on the condensed consolidated balance sheets and is recorded at amortized cost, net of unamortized debt discounts and issuance costs. The debt discounts were recorded upon issuance as a result of the initial recognition of (i) Lender warrants classified as a liability and (ii) the Conversion Option classified as a derivative liability, each discussed in Note 9.

Debt issuance costs, including the upfront commitment fee noted above, and debt discounts are amortized to interest expense over the contractual term of the Term Loan using the effective interest method. Changes in the fair value of the Lender warrants and the derivative liability are recognized in earnings in accordance with the accounting described in Note 9 and are not components of interest expense.

As of September 30, 2026, the contractual maturities and carrying amount of the Term Loan was as follows (in thousands):


Years ending December 31,
2027		$	—
2028			4,167
2029			5,000
2030			833
Total			10,000
Debt Discount			(1,583)
Debt Issuance Costs			(319)
Total, net			8,098
Current Portion			—
Long-term Debt		$	8,098

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation

9 Months Ended

Sep. 30, 2026

Stock-Based Compensation

Stock-Based Compensation

Note 5. 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. In June 2023 and June 2026, the number of shares of Class A common stock reserved for issuance under the 2020 Plan was increased by 2,000,000 and 3,000,000 shares, respectively. 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 September 30, 2026, the Company had 3,592,573 shares of Class A common stock available for issuance under the 2020 Plan.

In March 2026, the Company established the Elutia Inc. 2026 Inducement Award Plan (the “2026 Inducement Plan”) to attract, retain and motivate persons who are expected to make important contributions to the Company. Shares of Class A common stock totaling 2,000,000 are reserved for issuance pursuant to the 2026 Inducement Plan.

On November 10, 2026, the Company granted 3,442,000 stock options, which include 3,064,000 granted from the 2020 Plan and 378,000 granted from the 2026 Inducement 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, 2020 Plan and 2026 Inducement Plan for the nine months ended September 30, 2026 is as follows:


				Weighted-
				Average
		Weighted-		Remaining		Aggregate
		Average		Contractual		Intrinsic
		Exercise		Term		Value
	Number of Shares	Price		(years)		(in thousands)
Outstanding, December 31, 2025	3,297,941	$	4.75		7.1	$	-
Granted	3,565,769	$	0.78
Exercised	(8,730)	$	0.69
Forfeited	(220,100)	$	2.79
Outstanding, September 30, 2026	6,634,880	$	2.69		8.0	$	244
Vested and exercisable, September 30, 2026	2,986,206	$	4.40		6.8	$	41

As of September 30, 2026, there was approximately $2.2 million of total unrecognized compensation expense related to unvested stock options. These costs are expected to be recognized over a weighted-average period of 2.5 years.

The Company uses the Black-Scholes model to value its stock option grants that vest based on the passage of time 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 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 nine months ended September 30, 2026 and 2025:


	Nine Months Ended
	September 30,
	2026		2025
Expected term (years)	6.0		5.5
Risk-free interest rate	3.9	%	4.0	%
Volatility factor	105.5	%	107.2	%
Dividend yield	—		—

The Company has also 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 September 30, 2026, 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 nine months ended September 30, 2026 is as follows:


				Weighted-
				Average
		Number of Shares		Grant Date
		Underlying RSUs		Fair Value
Unvested, December 31, 2025		726,805		$	3.38
Granted		30,000		$	1.22
Vested		(328,378)		$	3.68
Forfeited		(16,621)		$	3.17
Unvested, September 30, 2026		411,806		$	2.99

The total fair value of the RSUs granted during the nine months ended September 30, 2026 was less than $0.1 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 September 30, 2026, $0.4 million of unrecognized compensation costs related to RSUs is expected to be recognized over a weighted average period of 1.0 year.

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 September 30, 2026, there were 252,394 RSUs outstanding that were market condition RSU awards.

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 September 30, 2026, the total shares of Class A common stock authorized for issuance under the ESPP was 1,554,296, of which 1,104,325 remained available for future issuance.

Stock-Based Compensation Expense

Stock-based compensation expense recognized during the three and nine months ended September 30, 2026 and 2025 was comprised of the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025
Sales and marketing	$	34	$	265	$	123	$	387
General and administrative		654		771		2,054		2,406
Research and development		172		196		519		539
Cost of goods sold		-		103		-		118
Total stock-based compensation expense	$	860	$	1,335	$	2,696	$	3,450

Stock-based compensation expense included within discontinued operations totaled $0.6 million and $0.9 million for the three and nine months ended September 30, 2025.

Revenue Interest Obligation

9 Months Ended

Sep. 30, 2026

Revenue Interest Obligation

Revenue Interest Obligation

Note 8. 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 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. Following Ligand’s October 2025 release of its security and royalty interest in the assets of the CIED Business (including CanGaroo and EluPro) in connection with the sale of the CIED Business, the royalty applies to sales of ProxiCor, Tyke and VasCure and substantially similar products.

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 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. An additional cash payment to Ligand of $2.2 million was made in October 2025 in satisfaction of the royalty obligation for the quarters ended June 30, 2025 and September 30, 2025.

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. Such valuation is categorized with Level 3 fair value inputs. 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 year ended December 31, 2024. The resulting gain was recognized as other income in the accompanying condensed consolidated statements 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 accounted for it under the catch-up method and recognized a gain instead of accounting for it 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 in June 2025 through a $1.4 million increase to other expense to reverse the original

gain and a decrease of $0.6 million in interest expense to reverse the overstatement of interest expense. The out of period correction is not material to the condensed consolidated financial statements.

As of September 30, 2026, the entire Amended Revenue Interest Obligation is recorded as short-term due to the May 2027 expiration date. As of December 31, 2025, the short-term portion of the Amended Revenue Interest Obligation is comprised of the annual minimum payments of $4.4 million.

Net Loss Per Share

9 Months Ended

Sep. 30, 2026

Net Loss Per Share

Net Loss Per Share

Note 11. Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss), adjusted for gains on the revaluation of warrant liability (see Note 9), by the weighted average number of shares of common stock outstanding during the period, adjusted for the potential dilutive effect of the Company’s prefunded and Avenue warrants (see Note 9), Conversion Option (see Note 9), outstanding stock options, outstanding RSUs, and shares issuable under the ESPP. The treasury stock method and, with respect to the Conversion Option, the if-converted method, were used to calculate the potential dilutive effect of these common stock equivalents.


		Three Months Ended						Nine Months Ended
(in thousands, except share and per share data)		September 30,						September 30,
		2026			2025			2026			2025
Numerator:
Net loss from continuing operations		$	(6,503)		$	(1,044)		$	(22,688)		$	(11,288)
(Loss) income from discontinued operations			5,218			(2,824)			6,288			(6,123)
Net loss			(1,285)			(3,868)			(16,400)			(17,411)
Less: dilutive gain on revaluation of warrant and derivative liability			(613)			(5,098)			—			(12,518)
Net loss for diluted earnings per share		$	(1,898)		$	(8,966)		$	(16,400)		$	(29,929)

Denominator:
Weighted average number of common shares - basic			44,313,491			42,431,314			43,847,094			40,965,925
Effect of dilutive prefunded warrants			3,224,679			4,525,885			-			4,526,346
Weighted average number of common shares - diluted			47,538,170			46,957,199			43,847,094			45,492,271

Net loss from continuing operations per share - basic		$	(0.15)		$	(0.02)		$	(0.52)		$	(0.28)
Net loss from continuing operations per share - diluted		$	(0.15)		$	(0.13)		$	(0.52)		$	(0.52)
Net (loss) income from discontinued operations per share - basic		$	0.12		$	(0.07)		$	0.14		$	(0.15)
Net (loss) income from discontinued operations per share - diluted		$	0.11		$	(0.06)		$	0.14		$	(0.13)
Net loss per share - basic		$	(0.03)		$	(0.09)		$	(0.37)		$	(0.43)
Net loss per share - diluted		$	(0.04)		$	(0.19)		$	(0.37)		$	(0.66)

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:


	As Of
	September 30,
	2026	2025
Options to purchase common stock	6,634,880	3,531,769
Restricted stock units	411,806	851,356
SWK Warrants	187,969	187,969
Avenue Warrants	1,395,348	—
Conversion Option	2,427,184	—
Total	11,057,187	4,571,094

Long-Term Debt - Contractual Maturities of Term Loan (Details) $ in Thousands	Sep. 30, 2026 USD ($)
Contractual maturities of the long-term debt
2028	$ 4,167
2029	5,000
2030	833
Total	10,000
Debt Discount	(1,583)
Deferred Financing Costs	(319)
Term Loan Facility, net of unamortized discount and deferred financing costs	8,098
Long-term debt, net	$ 8,098

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.9-06)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478478/942-210-S50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(16))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480657/210-10-S50-9

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-4

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(16)(a)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (b)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-4

+ Details

Common Stock and Warrants - Avenue Warrants pricing inputs (Details)	Sep. 30, 2026 $ / shares	Aug. 11, 2026
Avenue Warrants \| Common stock price
Warrant Liabilities
Fair value calculation input	0.79	0.8
Avenue Warrants \| Exercise price
Warrant Liabilities
Fair value calculation input	0.86	0.86
Avenue Warrants \| Expected term (years)
Warrant Liabilities
Fair value calculation input	4.4	4.5
Avenue Warrants \| Risk-free interest rate
Warrant Liabilities
Fair value calculation input	5.1	4.4
Avenue Warrants \| Volatility factor
Warrant Liabilities
Fair value calculation input	94.5	95.1
2025 Prefunded Warrants, 2024 Prefunded Warrants and 2023 Prefunded Warrants
Warrant Liabilities
Exercise price (in dollar per share)	$ 0.001

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2026	Sep. 30, 2025	Sep. 30, 2026	Sep. 30, 2025
Stock-Based Compensation
Stock-based compensation expense	$ 860	$ 1,335	$ 2,696	$ 3,450
Stock-based compensation expense included within discontinued Operations		600		900
Location, Statement of Income, Balance [Axis]: us-gaap:CostOfGoodsAndServicesSold
Stock-Based Compensation
Stock-based compensation expense		103		118
Location, Statement of Income, Balance [Axis]: us-gaap:GeneralAndAdministrativeExpense
Stock-Based Compensation
Stock-based compensation expense	654	771	2,054	2,406
Location, Statement of Income, Balance [Axis]: us-gaap:ResearchAndDevelopmentExpense
Stock-Based Compensation
Stock-based compensation expense	172	196	519	539
Location, Statement of Income, Balance [Axis]: us-gaap:SellingAndMarketingExpense
Stock-Based Compensation
Stock-based compensation expense	$ 34	$ 265	$ 123	$ 387

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2026

Long-Term Debt

Summary of contractual maturities of the long-term debt

As of September 30, 2026, the contractual maturities and carrying amount of the Term Loan was as follows (in thousands):


Years ending December 31,
2027		$	—
2028			4,167
2029			5,000
2030			833
Total			10,000
Debt Discount			(1,583)
Debt Issuance Costs			(319)
Total, net			8,098
Current Portion			—
Long-term Debt		$	8,098

Commitment and Contingencies - Insurance Receivables (Details) $ in Millions	Sep. 30, 2026 USD ($)
Commitment and Contingencies.
Receivable from litigation costs	$ 2.5

Summary of Significant Accounting Policies - Revenue Recognition (Details)	9 Months Ended
	Sep. 30, 2026
Minimum
Disaggregation of Revenue
Term of payment	30 days
Maximum
Disaggregation of Revenue
Term of payment	60 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

+ Details

Summary of Significant Accounting Policies - CIED (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Oct. 01, 2025	Dec. 31, 2025	Sep. 30, 2026	Jul. 16, 2026
Summary of Significant Accounting Policies
Divestiture proceeds receivable		$ 8,000	$ 8,000
CIED \| Discontinued Operations, Disposed of by Sale
Summary of Significant Accounting Policies
Aggregate purchase price	$ 88,000
Proceeds from sale	80,400
Inventory adjustment	400
Aggregate purchase price, including inventory adjustment	88,400
Indemnity holdback amount	$ 8,000
Retainment Period	12 months
Recognized a gain		76,100
Divestiture proceeds receivable		$ 8,000	8,000
SimpliDerm Business
Summary of Significant Accounting Policies
Proceeds from sale			$ 7,700
SimpliDerm Business \| Discontinued Operations, Disposed of by Sale
Summary of Significant Accounting Policies
Aggregate purchase price				$ 11,000
Additional amount that may be earned				$ 1,000

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2026	Dec. 31, 2025
Inventory
Raw materials	$ 78	$ 239
Finished goods	194	199
Total	$ 272	$ 438

Net Loss Per Share - Anti-dilutive securities (Details) - shares	9 Months Ended
	Sep. 30, 2026	Sep. 30, 2025
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	11,057,187	4,571,094
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	6,634,880	3,531,769
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	411,806	851,356
SWK Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	187,969	187,969
Avenue Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	1,395,348
Conversion Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	2,427,184

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2026	Dec. 31, 2025
Current assets:
Cash and cash equivalents	$ 29,093	$ 36,350
Accounts receivable, net	1,466	1,734
Inventory	272	438
Insurance receivables of litigation costs	2,527	4,846
Prepaid expenses and other current assets	809	2,271
Divestiture proceeds receivable	8,000	8,000
Current assets of discontinued operations		2,179
Total current assets	42,167	55,818
Property and equipment, net	2,830	2,511
Intangible assets, net	720	1,529
Operating lease right-of-use assets and other	2,476	2,492
Total assets	48,193	62,350
Current liabilities:
Accounts payable	2,370	4,791
Accrued expenses	4,592	4,352
Current portion of revenue interest obligation	4,325	4,400
Contingent liability for legal proceedings	3,465	11,241
Other current liabilities	1,278	355
Total current liabilities	16,030	25,139
Long-term debt, net	8,098
Long-term revenue interest obligation		2,828
Warrant and derivative liabilities	4,201	3,124
Long-term operating lease liabilities	3,608	3,587
Other long-term liabilities	931
Total liabilities	32,868	34,678
Commitments and contingencies
Stockholders' equity (deficit):
Additional paid-in capital	207,894	203,842
Accumulated deficit	(192,613)	(176,213)
Total stockholders' equity	15,325	27,672
Total liabilities and stockholders' deficit	48,193	62,350
Class A Common stock
Stockholders' equity (deficit):
Common stock	44	43
Class B Common stock
Stockholders' equity (deficit):
Common stock

Recently Issued Accounting Standards (Policies)

9 Months Ended

Sep. 30, 2026

Recently Issued Accounting Standards

Recently Issued Accounting Standards

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 this update and the impact it will have on the Company’s disclosures.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The update expands an existing scope exception under ASC 815 to exclude certain contracts with underlyings based on the operations or activities of one of the parties, such as contingent payments the Company may receive related to the sale of its SimpliDerm Business. The ASU is effective for annual periods beginning after December 15, 2026, including interim periods therein. The Company early adopted ASU 2025-07 in the third quarter of 2026 with an effective date of January 1, 2026.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2026	Sep. 30, 2025	Sep. 30, 2026	Sep. 30, 2025
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 1,137	$ 944	$ 3,306	$ 2,007
Cost of goods sold	435	446	1,299	1,248
Gross profit	702	498	2,007	759
Sales and marketing	756	921	2,423	1,889
General and administrative	3,748	3,505	11,173	10,770
Research and development	2,977	1,088	7,477	2,948
Litigation costs, net	117	853	2,780	7,429
Total operating expenses	7,598	6,367	23,853	23,036
Loss from operations	(6,896)	(5,869)	(21,846)	(22,277)
Interest expense (income), net	(278)	(265)	(135)	42
(Gain) loss on revaluation of warrant and derivative liabilities	(661)	(5,098)	768	(12,518)
Other (income) expense, net	(18)		(147)	1,547
Loss before provision for income taxes	(6,495)	(1,036)	(22,602)	(11,264)
Income tax expense	8	8	86	24
Net loss from continuing operations	(6,503)	(1,044)	(22,688)	(11,288)
Income (loss) from discontinued operations	5,218	(2,824)	6,288	(6,123)
Net loss	$ (1,285)	$ (3,868)	$ (16,400)	$ (17,411)
Net loss from continuing operations per share - basic (in dollars per share)	$ (0.15)	$ (0.02)	$ (0.52)	$ (0.28)
Net loss from continuing operations per share - diluted (in dollars per share)	(0.15)	(0.13)	(0.52)	(0.52)
Net (loss) income from discontinued operations per share - basic (in dollars per share)	0.12	(0.07)	0.14	(0.15)
Net (loss) income from discontinued operations per share - diluted (In dollars per share)	0.11	(0.06)	0.14	(0.13)
Net loss per share - basic (in dollar per share)	(0.03)	(0.09)	(0.37)	(0.43)
Net loss per share - diluted (in dollar per share)	$ (0.04)	$ (0.19)	$ (0.37)	$ (0.66)
Weighted average common shares outstanding - basic (in shares)	44,313,491	42,431,314	43,847,094	40,965,925
Weighted average common shares outstanding - diluted (in shares)	47,538,170	46,957,199	43,847,094	45,492,271

Common Stock and Warrants - Registered Direct Offering of Common Stock and Warrants (Details) - Registered Direct Offering of Common Stock and Warrants - USD ($) $ / shares in Units, $ in Millions			9 Months Ended
	Feb. 04, 2025	Jun. 16, 2024	Sep. 30, 2025
Common Stock and Warrants
Proceeds from issuance of shares	$ 15.0	$ 13.3
Transaction fees	$ 1.3	$ 1.4
Amount allocated to issuance of the common stock			$ 1.2
Class A Common stock
Common Stock and Warrants
Shares sold (in shares)	5,520,000	3,175,000
Price per share (in USD per share)	$ 2.5	$ 3.4
Transaction fees	$ 1.2	$ 1.1
Class A Common stock \| 2024 Prefunded Warrants
Common Stock and Warrants
Warrants sold		725,000
Price per warrant (in USD per share)		$ 3.399
Exercise price (in dollar per share)		$ 0.001
Class A Common stock \| 2025 Prefunded Warrants
Common Stock and Warrants
Warrants sold	480,000
Price per warrant (in USD per share)	$ 2.499
Exercise price (in dollar per share)	$ 0.001

Common Stock and Warrants - Fair Value Hierarchy (Details) - Fair Value, Recurring - Warrant and Derivative Liability - USD ($) $ in Thousands	Sep. 30, 2026	Dec. 31, 2025
Liabilities measure at fair value on a recurring basis
Liabilities	$ 4,201	$ 3,124
Prefunded Warrants
Liabilities measure at fair value on a recurring basis
Liabilities	2,551	3,124
Avenue Warrants
Liabilities measure at fair value on a recurring basis
Liabilities	788
Conversion Options
Liabilities measure at fair value on a recurring basis
Liabilities	862
Level 2
Liabilities measure at fair value on a recurring basis
Liabilities	2,551	3,124
Level 2 \| Prefunded Warrants
Liabilities measure at fair value on a recurring basis
Liabilities	2,551	$ 3,124
Level 3
Liabilities measure at fair value on a recurring basis
Liabilities	1,650
Level 3 \| Avenue Warrants
Liabilities measure at fair value on a recurring basis
Liabilities	788
Level 3 \| Conversion Options
Liabilities measure at fair value on a recurring basis
Liabilities	$ 862

- Definition

Fair value of financial obligations, including, but not limited to, debt instruments, derivative liabilities, federal funds purchased and sold under agreements to repurchase, securities loaned or sold under agreements to repurchase, financial instruments sold not yet purchased, guarantees, line of credit, loans and notes payable, servicing liability, and trading liabilities.

+ References + Details

Segment Information

9 Months Ended

Sep. 30, 2026

Segment Information

Segment Information

Note 12. Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. With the divestiture of the CIED and SimpliDerm Businesses, the Company has one reportable segment which is focused on developing proprietary drug-eluting biomatrix products for use in surgical reconstruction and related applications. The Company’s chief operating decision maker (“CODM”) is the chief executive officer.

The accounting policies of the Company’s segment are the same as those described in the summary of significant accounting policies. The CODM uses budget to actual forecasts and loss before provision for income taxes in assessing entity-wide operating results and deciding how to invest in the Company. The CODM is regularly provided with operating results and the Company’s cash position, which are reported on the condensed consolidated statements of operations and condensed consolidated balance sheets, respectively.

The tables below summarize the items included within net loss before provision for income taxes regularly provided to the CODM (in thousands):


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2026			2025			2026			2025
Net sales		$	1,137		$	944		$	3,306		$	2,007
Cost of goods sold:
Cost of goods sold, excluding intangible asset amortization and stock-based compensation			165			74			489			323
Intangible asset amortization			270			269			810			807
Stock-based compensation			—			103			—			118
Gross profit			702			498			2,007			759
Sales and marketing:
Sales and marketing, excluding stock-based compensation expense			722			656			2,300			1,502
Stock-based compensation expense			34			265			123			387
Total sales and marketing			756			921			2,423			1,889
General and administrative:
General and administrative, excluding stock-based compensation expense			3,094			2,734			9,119			8,364
Stock-based compensation expense			654			771			2,054			2,406
Total general and administrative			3,748			3,505			11,173			10,770
Research and development:
Research and development, excluding stock-based compensation expense			2,805			892			6,958			2,409
Stock-based compensation expense			172			196			519			539
Total research and development			2,977			1,088			7,477			2,948
Litigation costs, net			117			853			2,780			7,429
Other segment items*			(401)			(4,833)			756			(11,013)
Loss before provision for income taxes		$	(6,495)		$	(1,036)		$	(22,602)		$	(11,264)

*Other segment items include interest expense and income, gain or loss on revaluation of warrant and derivative liabilities and other income and expense items (as disclosed in the condensed consolidated financial statements).

During the three and nine months ended September 30, 2026 and 2025, the Company did not have any material international product sales, and the Company did not own any long-lived assets outside the United States.

- Definition

The entire disclosure for segment reporting.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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+ Details

Inventory (Tables)

9 Months Ended

Sep. 30, 2026

Inventory

Summary of inventory

Inventory as of September 30, 2026 and December 31, 2025 was comprised of the following (in thousands):


		September 30,			December 31,
		2026			2025
Raw materials		$	78		$	239
Finished goods			194			199
Total		$	272		$	438

Subsequent Event	9 Months Ended
Subsequent Event	Sep. 30, 2026
Subsequent Event
Subsequent Event

Revenue Interest Obligation - (Details) - USD ($) $ in Thousands		1 Months Ended			3 Months Ended			9 Months Ended		12 Months Ended
	Jan. 10, 2024	Oct. 31, 2025	Jun. 30, 2025	May 31, 2025	Sep. 30, 2026	Sep. 30, 2025	Mar. 31, 2024	Sep. 30, 2026	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2025	May 31, 2017
Debt Instrument [Line Items]
Current portion of revenue interest obligation					$ 4,325			$ 4,325			$ 4,400
Other (income) expense, net					18			147	$ (1,547)
Interest Income (Expense), Nonoperating					$ (278)	$ (265)		$ (135)	$ 42
Ligand Pharmaceuticals \| Revenue Interest Obligation.
Debt Instrument [Line Items]
Present value of future minimum payments of obligation	$ 4,400											$ 27,700
Percentage of future sales	5.00%
Revenue interest obligation paid in shares				$ 2,200
Issuance of common stock (in shares)				1,105,528
Payment in satisfaction of the royalty obligation for the quarters ended June 30, 2025 and September 30, 2025		$ 2,200
Amended Revenue Interest Obligation											$ 4,400
Gains (Losses) on Restructuring of Debt							$ 1,400			$ 1,400
Understatement of interest expense of revenue interest obligation						$ 800
Ligand Pharmaceuticals \| Adjustment \| Revenue Interest Obligation.
Debt Instrument [Line Items]
Other (income) expense, net			$ (1,400)
Interest Income (Expense), Nonoperating			$ (600)

Common Stock and Warrants

9 Months Ended

Sep. 30, 2026

Common Stock and Warrants

Common Stock and Warrants

Note 9. Common Stock and Warrants

Avenue Warrants

In connection with the Loan Agreement described in Note 7, the Company agreed to issue to the Lenders warrants (the “Avenue Warrants”) exercisable for 1,395,348 shares of Common Stock, subject to possible adjustment in the event of a dilutive financing between the date of issuance and December 31, 2026. The exercise price of the Avenue Warrants will be the lower of (i) $0.86 or (ii) the lowest effective sale price per share paid in cash by third party investors to the Company for its Common Stock in any bona fide offering of Common Stock (or instruments exercisable for, or convertible into, shares of Common Stock) consummated at any time until (but excluding) December 31, 2026, subject to certain exceptions, in each case as adjusted from time to time in accordance with the terms of the Avenue Warrants (the “Warrant Price”). The Avenue Warrants became exercisable on the date of issuance and will expire on August 31, 2031. The warrant agreement includes customary anti-dilution adjustments, including a down-round provision. The Avenue Warrants provide for cashless exercise, including automatic cashless exercise upon expiration if the fair market value of Common Stock exceeds the exercise price at expiration. The Avenue Warrants also include a beneficial ownership limitation and a change-of-control provision that provides for automatic exercise in connection with a change of control, as defined in the warrant agreement.

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 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 EluPro, 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 evaluated the Avenue Warrants to determine the appropriate financial statement classification in accordance with ASC 480 and ASC 815. Although the Avenue Warrants are a freestanding financial instrument, the Company concluded that they do not meet all requirements for equity classification under ASC 815, including the requirement that the contract be indexed to the Company’s own stock, because certain provisions affect the settlement amount in a manner that is not consistent with the inputs to the valuation of a fixed-for-fixed option on the Company’s equity shares. As a result, the Company allocated a portion of the gross proceeds from the bundled transaction to the Avenue Warrants based on its fair value and has recorded such amounts as a liability within Warrant and derivative liabilities in the accompanying condensed consolidated balance sheet as of September 30, 2026. This liability is recorded as a debt discount within the Term Loan carrying amount, to be amortized to interest expense over the loan term using the effective interest method.

The Company has concluded that the 2025 Prefunded Warrants from the 2025 Registered Offering, the 2024 Prefunded Warrants from the 2024 Registered Offering and the Common Warrants and the 2023 Prefunded Warrants from the Private Offering 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 the related warrants based on their fair values and have recorded such amounts as a liability within Warrant and derivative liabilities in the accompanying condensed consolidated balance sheets as of September 30, 2026 and December 31, 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. Certain of these exercises ultimately resulted in their conversion to 2023 Prefunded Warrants. The liability associated with the Avenue Warrants, 2025 Prefunded Warrants, 2024 Prefunded Warrants and 2023 Prefunded Warrants is recorded as a liability within Warrant and derivative liabilities in the accompanying condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025.

A summary of the warrant activity for the nine months ended September 30, 2026 is as follows:


	2023 Prefunded Warrants	2024 Prefunded Warrants	2025 Prefunded Warrants	Avenue Warrants
Outstanding, December 31, 2025	3,323,326	725,000	480,000	—
Issued	—	—	—	1,395,348
Exercised	(1,300,000)	—	—	—
Outstanding, September 30, 2026	2,023,326	725,000	480,000	1,395,348

The Company calculated the fair value of the 2026 Avenue Warrants using a binomial lattice model with the following inputs:


		August 11,			September 30,
		2026			2026
Common stock price	$	0.80		$	0.79
Exercise price	$	0.86		$	0.86
Expected term (years)		4.5			4.4
Risk-free interest rate		4.4	%		5.1	%
Volatility factor		95.1	%		94.5	%
Dividend yield		-	%		-	%

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 (collectively the “Prefunded Warrants”) due to the exercise price per share of $0.001. The fair value adjustments have been recorded as Gain (loss) on revaluation of warrant liability in the accompanying condensed consolidated statements of operations.

Loan Agreement Conversion Derivative Liability

The Loan Agreement described in Note 7 provides that the Lenders may jointly elect, at any time and from time to time after the closing date and prior to the payment in full of the loans, to convert up to $2.5 million of the principal amount of the Term Loan outstanding into shares of Common Stock (the “Conversion Option”). The conversion price is fixed at 120 % of the Warrant Price, subject to ownership limits and customary conditions.

The Term Loan principal converted is deemed paid and satisfied in full and ceases to accrue interest from and after the conversion date. Any interest accrued and unpaid through the conversion date remains payable in cash unless the parties elect otherwise in writing. Due to its dependency on a pricing term established under a separate freestanding instrument, the Conversion Option fails the indexation criteria of ASC 815-40 and thus, must be bifurcated from the Term Loan. The Company initially recognized the bifurcated conversion feature as a derivative liability, at fair value on the issuance date with an offset recorded as a debt discount within the Term Loan carrying amount, to be amortized to interest expense over the loan term using the effective interest method. The estimated fair value of the Loan Agreement conversion derivative liability at the Loan Agreement Closing Date was $0.9 million based on a binomial lattice model. Such liability is recorded as a liability within Warrant and derivative liabilities in the accompanying condensed consolidated balance sheets.

The Company calculated the fair value of the Conversion Option using the binomial lattice model with the following inputs:


		August 11,			September 30,
		2026			2026
Common stock price	$	0.80		$	0.79
Conversion price	$	1.03		$	1.03
Expected term (years)		3.5			3.4
Risk-free interest rate		4.3	%		5.0	%
Volatility factor		94.4	%		90.5	%
Dividend yield		-	%		-	%

The valuation of the warrants and Conversion Option is adjusted to fair value at each subsequent balance sheet date until the instruments are settled. The following table provides a rollforward of the aggregate fair value of the warrant and derivative liability for the nine months ended September 30, 2026 (in thousands):


		2023 Prefunded Warrants		2024 Prefunded Warrants		2025 Prefunded Warrants	Avenue Warrants	Conversion Option		Total Warrants and Derivatives
Warrant and derivative liabilities, December 31, 2025	$	2,292	$	500	$	332	-	-	$	3,124
Fair value upon issuance		-		-		-	804	895		1,699
(Gain) loss on revaluation of warrant and derivative liabilities		696		73		48	(16)	(33)		768
Exercised		(1,390)		-		-				(1,390)
Warrant and derivative liabilities, September 30, 2026	$	1,598	$	573	$	380	788	862	$	4,201

The following tables set forth by level, within the fair value hierarchy, the liabilities that are measured at fair value on a recurring basis (in thousands):


		Fair Value Measurements at September 30, 2026 Using:
		Level 1			Level 2			Level 3			Total
Liabilities:
Prefunded Warrants		$	—		$	2,551		$	—		$	2,551
Avenue Warrants			—			—			788			788
Conversion Option			—			—			862			862
Total		$	—		$	2,551		$	1,650		$	4,201


		Fair Value Measurements at December 31, 2025 Using:
		Level 1			Level 2			Level 3			Total
Liabilities:
Prefunded Warrants		$	—		$	3,124		$	—		$	3,124
Total		$	—		$	3,124		$	—		$	3,124

- Definition

The entire disclosure for equity.

+ References

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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Discontinued Operations - Non-cash reconciliation (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2026	Sep. 30, 2025
Significant operating non-cash reconciliation items:
Depreciation and amortization		$ 1,569
Stock-based compensation		892
Changes in operating assets and liabilities:
Inventory	$ 2,189	(714)
Prepaid expenses and other		257
Other liabilities		(231)
Significant investing items:
Expenditures for property, plant and equipment		$ (27)

Commitment and Contingencies - Medtronic Litigation (Details) - Medtronic Litigation	Jul. 20, 2026 USD ($) installment	Sep. 30, 2026 USD ($)
Legal Proceedings
Total amount of settlement	$ 1,780,000
Number of installment to pay settlement \| installment	3
Number of last installments \| installment	2
First Installment	$ 500,000
Last two installments	640,000
Optional single payment	$ 1,513,000
Recorded liability		$ 1,400,000
Location, Statement of Financial Position, Activity, Accrual [Axis]: us-gaap:OtherLiabilitiesCurrent
Legal Proceedings
Recorded liability		500,000
Location, Statement of Financial Position, Activity, Accrual [Axis]: us-gaap:OtherLiabilitiesNoncurrent
Legal Proceedings
Recorded liability		$ 900,000

Commitment and Contingencies - License and Supply (Details) - License agreement with Cook Biotech - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2026	Sep. 30, 2025	Sep. 30, 2026	Sep. 30, 2025	Dec. 31, 2017
Cook Biotech License and Supply Agreements
Percentage of royalty on sales					3.00%
Royalty expense	$ 0.0	$ 0.0	$ 0.0	$ 0.0
Final license fee payable in October 2026.	$ 0.1		$ 0.1

Inventory

9 Months Ended

Sep. 30, 2026

Inventory

Inventory

Note 6. Inventory

Inventory as of September 30, 2026 and December 31, 2025 was comprised of the following (in thousands):


		September 30,			December 31,
		2026			2025
Raw materials		$	78		$	239
Finished goods			194			199
Total		$	272		$	438

Discontinued Operations - Financial results (Details) - USD ($) $ in Thousands		3 Months Ended			9 Months Ended
	Nov. 08, 2023	Sep. 30, 2026	Mar. 31, 2026	Sep. 30, 2025	Sep. 30, 2026	Sep. 30, 2025
Financial results
Net sales				$ 6,337	$ 4,265	$ 17,567
Cost of goods sold				3,201	1,917	9,178
Gross profit				3,136	2,348	8,389
Sales and marketing				3,654	1,470	9,496
General and administrative				1,036	175	1,337
Research and development				287		787
Total operating expenses				4,977	1,645	11,620
Interest Expense				983		2,892
Gain on sale of Business					(5,585)
(Loss) income from discontinued operations				(2,824)	6,288	(6,123)
Inventory					2,189	(714)
Orthobiologics Business
Financial results
Proceeds from sale of Business					425
Orthobiologics Business \| Discontinued Operations, Disposed of by Sale
Financial results
Gain on sale of Business					(425)
(Loss) income from discontinued operations					425
Proceeds from sale of Business	$ 14,600		$ 400
SimpliDerm Business
Financial results
Proceeds from sale of Business					7,700
SimpliDerm Business \| Discontinued Operations, Disposed of by Sale
Financial results
Net sales		$ 893		2,379	4,265	7,015
Cost of goods sold		489		1,024	1,917	3,092
Gross profit		404		1,355	2,348	3,923
Sales and marketing		293		680	1,470	1,974
General and administrative		53		14	175	22
Total operating expenses		346		694	1,645	1,996
Gain on sale of Business		(5,160)			(5,160)
(Loss) income from discontinued operations		$ 5,218		661	5,863	1,927
Inventory					$ 2,189	299
CIED Business \| Discontinued Operations, Disposed of by Sale
Financial results
Net sales				3,958		10,552
Cost of goods sold				2,177		6,086
Gross profit				1,781		4,466
Sales and marketing				2,974		7,522
General and administrative				1,022		1,315
Research and development				287		787
Total operating expenses				4,283		9,624
Interest Expense				983		2,892
(Loss) income from discontinued operations				$ (3,485)		$ (8,050)

Common Stock and Warrants - Warrant Activity (Details)	9 Months Ended
Common Stock and Warrants - Warrant Activity (Details)	Sep. 30, 2026 shares
2024 Prefunded Warrants
Warrants
Outstanding	725,000
Outstanding	725,000
2023 Prefund Warrants
Warrants
Outstanding	3,323,326
Exercised	(1,300,000)
Outstanding	2,023,326
2025 Prefunded Warrants
Warrants
Outstanding	480,000
Outstanding	480,000
Avenue Warrants
Warrants
Issued	1,395,348
Outstanding	1,395,348

Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2026

Discontinued Operations

Schedules of financial results of the discontinued operations

The following table shows the financial results of the discontinued operations for the three months ended September 30, 2026:


		SimpliDerm Business
Net sales	$	893
Cost of goods sold		489
Gross profit		404
Sales and marketing		293
General and administrative		53
Total operating expenses		346
Gain on sale of SimpliDerm Business		(5,160)
Income from discontinued operations	$	5,218

The following table shows the financial results of the discontinued operations for the nine months ended September 30, 2026:


		Orthobiologics Business		SimpliDerm Business		Total
Net sales	$	—	$	4,265	$	4,265
Cost of goods sold		—		1,917		1,917
Gross profit		—		2,348		2,348
Sales and marketing		—		1,470		1,470
General and administrative		—		175		175
Total operating expenses		—		1,645		1,645
Gain on sale of Orthobiologics and SimpliDerm Businesses		(425)		(5,160)		(5,585)
Income from discontinued operations	$	425	$	5,863	$	6,288

The following table shows the financial results of the discontinued operations for the three months ended September 30, 2025:


		CIED Business		SimpliDerm Business		Total
Net sales	$	3,958	$	2,379	$	6,337
Cost of goods sold		2,177		1,024		3,201
Gross profit		1,781		1,355		3,136
Sales and marketing		2,974		680		3,654
General and administrative		1,022		14		1,036
Research and development		287		—		287
Total operating expenses		4,283		694		4,977
Interest expense		983		—		983
(Loss) income from discontinued operations	$	(3,485)	$	661	$	(2,824)

The following table shows the financial results of the discontinued operations for the nine months ended September 30, 2025:


		CIED Business		SimpliDerm Business		Total
Net sales	$	10,552	$	7,015	$	17,567
Cost of goods sold		6,086		3,092		9,178
Gross profit		4,466		3,923		8,389
Sales and marketing		7,522		1,974		9,496
General and administrative		1,315		22		1,337
Research and development		787		—		787
Total operating expenses		9,624		1,996		11,620
Interest expense		2,892		—		2,892
(Loss) income from discontinued operations	$	(8,050)	$	1,927	$	(6,123)

Summary of significant cash flow and non-cash information of discontinued operations


	Nine Months Ended September 30,
		2026		2025
Significant operating non-cash reconciliation items*
Depreciation and amortization	$	-	$	1,569
Stock-based compensation		-		892
Changes in operating assets and liabilities:
Inventory*		2,189		(714)
Prepaid expenses and other		-		257
Other current liabilities		-		(231)

Significant investing items*
Expenditures for property, plant and equipment		-		(27)

*Includes 2,189 and 299 related to inventory of the SimpliDerm Business for the nine months ended September 30, 2026 and 2025, respectively. All other amounts relate to the divestiture of the CIED Business.

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482099/360-10-50-3

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 360
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482099/360-10-50-3A

Reference 3: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147483474/205-20-55-102

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483475/205-20-45-11

Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 205
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-Name Accounting Standards Codification
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-Paragraph 3
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-URI https://asc.fasb.org/1943274/2147480781/205-20-S99-3

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5C

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5B

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-4B

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 205
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-1

+ Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2026

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Liquidity

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Use of Estimates

Net Income (Loss) per Share

Fair Value of Financial Instruments

Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets.

Cash and Cash Equivalents

Accounts Receivable and Allowances

Inventory

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

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.

Warrant Liability

Derivative Liability

Revenue Recognition

Stock-Based Compensation Plans

Research and Development Costs

Research and development costs, which include mainly salaries, outside services and supplies, are expensed as incurred.

Concentration of Credit Risk

Comprehensive Income (Loss)

Income Taxes

Summary of Significant Accounting Policies - Property and Equipment (Details)	Sep. 30, 2026
Computer hardware and software
Property, Plant and Equipment
Estimated useful lives	3 years
Minimum \| Processing and research equipment
Property, Plant and Equipment
Estimated useful lives	5 years
Minimum \| Office equipment and furniture
Property, Plant and Equipment
Estimated useful lives	3 years
Maximum \| Processing and research equipment
Property, Plant and Equipment
Estimated useful lives	10 years
Maximum \| Office equipment and furniture
Property, Plant and Equipment
Estimated useful lives	5 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 905
-SubTopic 360
-Name Accounting Standards Codification
-Section 25
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478704/905-360-25-4

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 360
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 360
-SubTopic 10
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 360
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 360
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 40
-Name Accounting Standards Codification
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-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 842
-SubTopic 20
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-Section 50
-Paragraph 7A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478964/842-20-50-7A

+ Details

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2026	Nov. 06, 2026
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2026
Entity File Number	001-39577
Entity Registrant Name	Elutia Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-4790334
Entity Address, Address Line One	20 Firstfield Road
Entity Address, City or Town	Gaithersburg
Entity Address State Or Province	MD
Entity Address, Postal Zip Code	20878
City Area Code	240
Local Phone Number	247-1170
Title of 12(b) Security	Class A Common Stock, par value $0.001 per share
Trading Symbol	ELUT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001708527
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A Common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		44,397,650
Class B Common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2026	Sep. 30, 2025
OPERATING ACTIVITIES:
Net loss	$ (16,400)	$ (17,411)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,082	2,488
(Gain) loss on revaluation of warrant and derivative liabilities	768	(12,518)
Amortization of deferred financing costs and debt discount	135	161
Interest expense recorded as additional revenue interest obligation or long-term debt	398	3,892
Stock-based compensation	2,696	4,342
Changes in right-of-use assets and lease liabilities and lease incentives received	459
Payments on revenue interest obligation	(3,300)
Changes in operating assets and liabilities:
Accounts receivable	268	(1,277)
Inventory	381	(1,093)
Insurance receivables of litigation costs	2,321	199
Prepaid expenses and other	1,462	1,898
Accounts payable and accrued expenses	(2,302)	3,308
Contingent liability for legal proceedings	(7,777)	(4,049)
Other liabilities	1,431	64
Net cash used in operating activities	(24,420)	(19,996)
INVESTING ACTIVITIES:
Expenditures for property and equipment	(592)	(1,022)
Net cash used in investing activities	7,533	(1,022)
FINANCING ACTIVITIES:
Proceeds from registered direct offering and warrants, net of offering costs		13,796
Proceeds from long-term debt and warrants	10,000
Debt issuance costs	(337)
Repayments of insurance premium financings		(1,101)
Payments for taxes upon vesting of restricted stock units	(111)	(307)
Proceeds from stock option exercises and issuance common stock under ESPP	78	112
Net cash provided by financing activities	9,630	12,500
Net (decrease) increase in cash and cash equivalents	(7,257)	(8,518)
Cash and cash equivalents, beginning of period	36,350	13,239
Cash and cash equivalents, end of period	29,093	4,721
Supplemental Cash Flow and Non-Cash Financing Activities Disclosures:
Cash paid for interest	3,481	560
Issuance of common stock as payment under revenue interest obligation		2,200
Conversion of Common Warrants and Prefunded Warrants to common stock	1,390	727
Operating lease right-of-use asset extensions executed, net of early terminations	113	$ 2,271
Orthobiologics Business
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of Business	(425)
INVESTING ACTIVITIES:
Proceeds from sale of Business	425
SimpliDerm Business
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of Business	(5,617)
INVESTING ACTIVITIES:
Proceeds from sale of Business	$ 7,700

Summary of Significant Accounting Policies - SimpliDerm Business (Details) - Discontinued Operations, Disposed of by Sale $ in Millions	Aug. 18, 2026 USD ($)	Jul. 16, 2026 USD ($) period	Oct. 01, 2025 USD ($)
SimpliDerm Business
Accounting Policies [Line Items]
Aggregate purchase price		$ 11.0
Purchase price due at closing		8.0
Adjustment of inventory	$ 0.3
Purchase price payable upon completion of certain technology transfer and manufacturing transition milestones		$ 2.0
Transfer period of technology and manufacturing transition milestones		18 months
Contingent amount		$ 1.0
Disposal Group Including Discontinued Operation, Contingent Amount, Number Of Quarters To Pay \| period		4
Disposal Group Including Discontinued Operation, Contingent Amount, Number Of Quarters To Pay, Maximum \| period		5
CIED
Accounting Policies [Line Items]
Aggregate purchase price			$ 88.0

Stock-Based Compensation - Performance Based Options (Details) - Performance Based Options	9 Months Ended
	Sep. 30, 2026 shares
Stock-Based Compensation
Share price threshold period	20 days
Expense recognition term	3 years
Stock option outstanding	345,011

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2025

Summary of Significant Accounting Policies

Summary of 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

Recently Issued Accounting Standards

9 Months Ended

Sep. 30, 2026

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Note 3. Recently Issued Accounting Standards

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies - Orthobiologics Business (Details) - USD ($) $ in Thousands			3 Months Ended						9 Months Ended
	Oct. 01, 2025	Nov. 08, 2023	Sep. 30, 2026	Mar. 31, 2026	Dec. 31, 2025	Sep. 30, 2025	Jun. 30, 2024	Dec. 31, 2023	Sep. 30, 2026	Sep. 30, 2025
Orthobiologics Business
Summary of Significant Accounting Policies
Proceeds from sale of Business									$ 425
Orthobiologics Business \| Discontinued Operations, Disposed of by Sale
Summary of Significant Accounting Policies
Proceeds from sale of Business		$ 14,600		$ 400
Additional amount that may be earned		$ 20,000
Earn-out payments, as a percent actual revenue		10.00%
Earn-out period		5 years
Earn-out payments received			$ 0			$ 0			0	$ 0
Recognized a gain							$ 200	$ 6,000
Indemnity holdback amount		$ 1,500
Retainment Period		24 months
Indemnity holdback amount resolved and received									$ 400
CIED \| Discontinued Operations, Disposed of by Sale
Summary of Significant Accounting Policies
Aggregate purchase price	$ 88,000
Proceeds from sale of Business	80,400
Recognized a gain					$ 76,100
Indemnity holdback amount	$ 8,000
Retainment Period	12 months
Inventory adjustment	$ 400

Summary of Significant Accounting Policies - Concentration of Credit risk (Details) - Customer concentration risk - customer	9 Months Ended		12 Months Ended
	Sep. 30, 2026	Sep. 30, 2025	Dec. 31, 2025
Revenues
Concentration of Credit Risk
Number of major customer		1
Revenues \| One Customer
Concentration of Credit Risk
Concentration risk (as a percent)		16.00%
Accounts Receivable
Concentration of Credit Risk
Number of major customer	1		1
Accounts Receivable \| One Customer
Concentration of Credit Risk
Concentration risk (as a percent)	33.00%		13.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

Organization and Description of Business

9 Months Ended

Sep. 30, 2026

Organization and Description of Business

Organization and Description of Business

Note 1. Organization and Description of Business

Elutia Inc. (together with its consolidated subsidiary, "Elutia” or the “Company”) is a commercial-stage company developing proprietary drug-eluting biomatrix products for use in surgical reconstruction and related applications. These products are designed to improve the interaction between implanted medical devices and patients. The Company’s focus is on addressing unmet medical needs and reducing complications associated with surgery, including infection, migration, erosion, implant rejection, and fibrosis. These products are sold to healthcare providers.

On August 6, 2026, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying us that, for the last 30 consecutive business days, the closing bid price for our Class A common stock, par value $0.001 per share (the “Common Stock”), was below $1.00 per share, which is the minimum closing bid price (the “Minimum Bid Price”) required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Notice”). The Notice provided a compliance period of 180 calendar days from the date of the Notice, or until February 2, 2027 (the “Compliance Period”), to regain compliance with the Minimum Bid Price requirement.

Common Stock and Warrants - Private Placement of Common Stock (Details) - Private Placement $ / shares in Units, $ in Millions	Sep. 21, 2023 USD ($) D $ / shares shares
Private Placement of Common Stock
Aggregate Common units sold	6,852,811
Number of Prefunded Units sold	503,058
Common unit purchase price (in dollar per unit) \| $ / shares	$ 1.4275
Prefunded unit purchase price (in dollar per unit) \| $ / shares	$ 1.4265
Proceeds from private placement and warrants \| $	$ 10.5
Private placement fees \| $	$ 1.1
Class A Common stock
Private Placement of Common Stock
Number of common stock per unit	1
Amount allocated to issuance of the common stock \| $	$ 0.4
Common stock warrants
Private Placement of Common Stock
Number of common stock per warrant (in shares)	1.5
Number of trading days after clearance by the U.S. Food & Drug Administration of the Company's CanGarooRM antibiotic-eluting biologic envelope to exercise warrant \| D	30
Class Of Warrant Or Right Exercise Price Of Warrants, Conditional \| $ / shares	$ 1.4275
2023 Prefund Warrants
Private Placement of Common Stock
Number of common stock per warrant (in shares)	1
Prefunded Warrants
Private Placement of Common Stock
Exercise price (in dollar per share) \| $ / shares	$ 0.001

Segment Information (Tables)

9 Months Ended

Sep. 30, 2026

Segment Information

Summary of items included within net loss before provision for income taxes regularly provided to the CODM

The tables below summarize the items included within net loss before provision for income taxes regularly provided to the CODM (in thousands):


		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2026			2025			2026			2025
Net sales		$	1,137		$	944		$	3,306		$	2,007
Cost of goods sold:
Cost of goods sold, excluding intangible asset amortization and stock-based compensation			165			74			489			323
Intangible asset amortization			270			269			810			807
Stock-based compensation			—			103			—			118
Gross profit			702			498			2,007			759
Sales and marketing:
Sales and marketing, excluding stock-based compensation expense			722			656			2,300			1,502
Stock-based compensation expense			34			265			123			387
Total sales and marketing			756			921			2,423			1,889
General and administrative:
General and administrative, excluding stock-based compensation expense			3,094			2,734			9,119			8,364
Stock-based compensation expense			654			771			2,054			2,406
Total general and administrative			3,748			3,505			11,173			10,770
Research and development:
Research and development, excluding stock-based compensation expense			2,805			892			6,958			2,409
Stock-based compensation expense			172			196			519			539
Total research and development			2,977			1,088			7,477			2,948
Litigation costs, net			117			853			2,780			7,429
Other segment items*			(401)			(4,833)			756			(11,013)
Loss before provision for income taxes		$	(6,495)		$	(1,036)		$	(22,602)		$	(11,264)

*Other segment items include interest expense and income, gain or loss on revaluation of warrant and derivative liabilities and other income and expense items (as disclosed in the condensed consolidated financial statements).

- Definition

Tabular disclosure of segment reporting. Includes, but is not limited to, reconciliation of reportable segment amount to corresponding consolidated total.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Segment Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
Segment Information (Details) $ in Thousands	Sep. 30, 2026 USD ($)	Sep. 30, 2025 USD ($)	Sep. 30, 2026 segment	Sep. 30, 2026 USD ($)	Sep. 30, 2026 item	Sep. 30, 2025 USD ($)
Segment Information
Number of reportable segments			1		1
Summary of items regularly provided to the CODM
Net sales	$ 1,137	$ 944		$ 3,306		$ 2,007
Cost of goods sold:
Gross profit	702	498		2,007		759
Sales and marketing:
Total sales and marketing	756	921		2,423		1,889
General and administrative:
Total general and administrative	3,748	3,505		11,173		10,770
Research and development:
Total research and development	2,977	1,088		7,477		2,948
Litigation costs, net	117	853		2,780		7,429
Loss before provision for income taxes	(6,495)	(1,036)		(22,602)		(11,264)
Drug-eluting biomatrix products
Summary of items regularly provided to the CODM
Net sales	1,137	944		3,306		2,007
Cost of goods sold:
Cost of goods sold, excluding intangible asset amortization and stock-based compensation	165	74		489		323
Intangible asset amortization	270	269		810		807
Share-based compensation		103				118
Gross profit	702	498		2,007		759
Sales and marketing:
Sales and marketing, excluding stock-based compensation expense	722	656		2,300		1,502
Stock-based compensation	34	265		123		387
Total sales and marketing	756	921		2,423		1,889
General and administrative:
General and administrative, excluding stock-based compensation expense	3,094	2,734		9,119		8,364
Stock-based compensation expense	654	771		2,054		2,406
Total general and administrative	3,748	3,505		11,173		10,770
Research and development:
Research and development, excluding stock-based compensation expense	2,805	892		6,958		2,409
Stock-based compensation expense	172	196		519		539
Total research and development	2,977	1,088		7,477		2,948
Litigation costs, net	117	853		2,780		7,429
Other segment items	(401)	(4,833)		756		(11,013)
Loss before provision for income taxes	$ (6,495)	$ (1,036)		$ (22,602)		$ (11,264)

Commitment and Contingencies

9 Months Ended

Sep. 30, 2026

Commitment and Contingencies.

Commitment and Contingencies

Note 10. Commitments and Contingencies

Cook Biotech License and Supply Agreements

In 2017, Elutia 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 Cardiovascular, CanGaroo and EluPro products, subject to certain co-exclusive rights retained by Cook. Along with this license agreement, Elutia entered into a supply agreement whereby Cook would be the exclusive supplier to Elutia of licensed porcine tissue. On October 1, 2025, in connection with the sale of the CIED Business described in Note 2, the Company entered into amendments to both the license (the “Amended License Agreement”) and supply agreements such that the Amended License Agreement removed all products divested with the sale of the CIED Business and includes only the Company’s remaining Cardiovascular products. Both agreements expire on December 31, 2028. 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. No royalties were due or paid to Cook during the three and nine months ended September 30, 2026 or 2025. The Amended License Agreement includes a final license fee payment of $0.1 million that was paid by the Company in October 2026. The Company, in its sole discretion, can terminate the Amended 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. Since September 2021, 110 product liability lawsuits or claims have been filed or asserted against the Company involving FiberCel. As of September 30, 2026, three lawsuits or claims are active, 106 have been settled and there is one case where the statute of limitations to file a lawsuit has expired. Of the settled cases, 105 have been fully paid and one has not yet been paid as of September 30, 2026. The unsettled lawsuits 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 remaining lawsuits were filed in the Superior Court of Marion County, Indiana and the Court of Common Pleas, Philadelphia County. The Company refers to the aforementioned litigation and 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. Notice of the voluntary recall was issued to centers after the Company learned of post-surgical Mycobacterium tuberculosis (“MTB”) infections in two patients treated with a VBM product from a single donor lot. Prior to release, samples from this specific lot had tested negative for MTB by an independent laboratory using a nucleic acid test that is designed to specifically detect the MTB organism. 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. Since August 2023, 27 product liability lawsuits have been filed against the Company involving VBM. As of September 30, 2026, seven lawsuits are active, 19 have been settled and one case has been dismissed. Of the settled cases, 18 have been fully paid and one has not yet been paid as of September 30, 2026. Furthermore, there are nine potential claims where the statute of limitations to file a lawsuit has expired. The unsettled 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. To date, these lawsuits have been filed in California Superior Court, the United States District Court for the Southern District of California, the United States District Court for the Eastern District of Louisiana, the United States District Court for the Western District of Texas, the United States District Court for the Western District of Michigan, the Circuit Court of the State of Oregon and the United States District Court for the Southern District of New York. The Company refers to all of the aforementioned litigation, or claim notices, collectively as the “VBM Litigation.”

Resolution of 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 alleged breach of the 2019 Tissue Product Supply Agreement between the Company and Medtronic. In particular, the Company alleged that Medtronic did not honor its contractual obligations to defend and indemnify it from lawsuits against the Company arising from the use of FiberCel products distributed by Medtronic, and that Medtronic concealed and misrepresented an insurance policy potentially applicable to those lawsuits. Medtronic denied Elutia’s claims and counterclaimed that Elutia breached representations and warranties under the Supply Agreement and owed ongoing indemnity obligations to Medtronic.

On July 20, 2026, the Company entered into a settlement agreement with Medtronic. Pursuant to the terms of the settlement, the Company agreed to pay Medtronic $1.78 million in three installments with the first installment of $500,000 due no later than June 17, 2027 and the last two installments of $640,000 due no later than June 17, 2028 and June 17, 2029, respectively. Additionally, the Company has the option of making a single payment of $1.513 million on or before June 17, 2027 in full satisfaction of the settlement. On July 21, 2026, all claims and counterclaims were dismissed with prejudice.

As a result of the settlement, the Company initially recognized a liability in the second quarter of 2026. Such liability totals approximately $1.4 million as of September 30, 2026, representing the present value of the terms of the settlement, of which $0.5 million is recorded in Other current liabilities and $0.9 million is recorded in Other non-current liabilities in the accompanying condensed consolidated balance sheets. The related expense is recorded within Litigation costs, net in the accompanying condensed consolidated statements of operations.

Resolution of Tiger Litigation

On October 21, 2025, Tiger Aesthetics Medical, LLC (“Tiger”) filed an action against Elutia in the Superior Court of the State of Delaware. Tiger originally alleged breach of contract and related claims related to the 2023 distribution agreement between the Company and Tiger as well as the August 2025 letter of intent for the possible sale by the Company to Tiger of certain assets and rights. In March 2026, the Court granted Elutia’s motion to dismiss the Complaint in part, and Tiger subsequently limited its claims to the letter of intent.

On June 24, 2026, the Company entered into a settlement agreement with Tiger. On July 4, 2026, all claims filed by Tiger were dismissed with prejudice, with neither party paying any material amounts in settlement.

Supplier Litigation

In October 2024, a former lab and safety equipment supplier filed a lawsuit in California Superior Court (Contra Costa County) against the Company and two co-defendants. The complaint alleges breach of contract and related equitable claims based on a 2014 agreement that the supplier claims automatically renewed in 2023 for an 84-month term. The lawsuit seeks specified damages. On April 1, 2025, the Company filed an answer denying the allegations in the complaint and asserting affirmative defenses. The court has set a trial for May 2027. The Company intends to vigorously defend the matter, which is in the discovery phase. The Company does 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 the cases in the FiberCel Litigation. As of September 30, 2026, the Company has a total liability for FiberCel Litigation of $1.2 million which is recorded within Contingent Liability for Legal Proceedings in the accompanying condensed consolidated balance sheets and which comprises the one case where a settlement has been reached but had not yet been paid, and the remaining three cases which have not yet been settled or adjudicated and for which the Company has estimated a probable loss.

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 the cases in the VBM Litigation. In total, through September 30, 2026, settlement agreements have been reached in 19 of the cases and settlement payments of $3.3 million have been made on behalf of Elutia through its insurance coverage.

As of September 30, 2026, the Company has a total liability for VBM Litigation of $2.3 million which is recorded within Contingent Liability for Legal Proceedings in the accompanying condensed consolidated balance sheets. Such liability includes $0.5 million for one case in which a settlement has been reached but had not yet been paid, and the remaining seven cases which have not yet been settled or adjudicated and for which the Company has estimated a probable loss. The expense related to this estimate was recorded within Litigation costs, net in the accompanying condensed consolidated statements 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 insurance recoveries received or receivable as further described below.

Insurance 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 probable amounts 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 September 30, 2026 totaled $2.5 million and are recorded as Insurance Receivables of Litigation Costs in the accompanying condensed consolidated balance sheets.

As of September 30, 2026, all amounts recorded as Insurance Receivables of Litigation Costs relate 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 September 30, 2026, 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 the matter involving a former supplier. The matters involving Medtronic and Tiger were dismissed with prejudice in July 2026.

Common Stock and Warrants - Warrants fair value rollforward (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2026	Sep. 30, 2025	Sep. 30, 2026	Sep. 30, 2025
Warrants
Warrant liability			$ 3,124
Loss on revaluation of warrant liability	$ 661	$ 5,098	(768)	$ 12,518
Warrant liability	4,201		4,201
Offering Warrants
Warrants
Warrant liability			3,124
Fair value upon issuance			1,699
Loss on revaluation of warrant liability			768
Exercised			(1,390)
Warrant liability	4,201		4,201
2023 Prefund Warrants
Warrants
Warrant liability			2,292
Loss on revaluation of warrant liability			696
Exercised			(1,390)
Warrant liability	1,598		1,598
2024 Prefunded Warrants
Warrants
Warrant liability			500
Loss on revaluation of warrant liability			73
Warrant liability	573		573
2025 Prefunded Warrants
Warrants
Warrant liability			332
Loss on revaluation of warrant liability			48
Warrant liability	380		380
Avenue Warrants
Warrants
Fair value upon issuance			804
Loss on revaluation of warrant liability			(16)
Warrant liability	788		788
Conversion Options
Warrants
Fair value upon issuance			895
Loss on revaluation of warrant liability			(33)
Warrant liability	$ 862		$ 862

Summary of Significant Accounting Policies - Operations (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2026 USD ($)	Sep. 30, 2025 USD ($)	Sep. 30, 2026 USD ($) item	Sep. 30, 2025 USD ($)	Dec. 31, 2025 USD ($)
Summary of Significant Accounting Policies
Number of business presented as discontinued operations \| item			3
Incurred loss from continuing operations	$ 6,503	$ 1,044	$ 22,688	$ 11,288
Accumulated deficit	$ 192,613		192,613		$ 176,213
Cash used in operating activities			$ 24,420	$ 19,996

- Definition

Amount after tax of income (loss) from continuing operations including portion attributable to the noncontrolling interest.

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+ Details

Insider Trading Arrangements	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2026
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Commitment and Contingencies - Supplier Litigation (Details) - Supplier Litigation	1 Months Ended
	Oct. 31, 2024 person
Legal Proceedings
Number of co-defendants	2
Alleged automatic renewal term	84 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
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-Topic 450
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-Name Accounting Standards Codification
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-Paragraph 4
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Name Accounting Standards Codification
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-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
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-Topic 450
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-URI https://asc.fasb.org/1943274/2147483076/450-20-50-1

+ Details

Common Stock and Warrants - Loan Agreement Conversion Derivative Liability (Details) - Loan and security agreement $ in Millions	Aug. 11, 2026 USD ($)	Sep. 30, 2026
Warrants
Amount portion of the debt convertible to common stock	$ 2.5
Conversion price per share, as a percent to warrant price	120.00%
Conversion Option
Warrants
Fair value upon issuance	$ 0.9
Conversion Option \| Common stock price
Warrants
Fair value calculation input	0.8	0.79
Conversion Option \| Measurement Input, Exercise Price [Member]
Warrants
Fair value calculation input	1.03	1.03
Conversion Option \| Expected term (years)
Warrants
Fair value calculation input	3.5	3.4
Conversion Option \| Risk-free interest rate
Warrants
Fair value calculation input	4.3	5
Conversion Option \| Volatility factor
Warrants
Fair value calculation input	94.4	90.5

Stock-Based Compensation - Option Valuation Assumption (Details) - Employee Stock Option Member	9 Months Ended
	Sep. 30, 2026	Sep. 30, 2025
Weighted-average assumptions were used to determine the fair value of options
Expected term (years)	6 years	5 years 6 months
Risk-free interest rate	3.90%	4.00%
Volatility factor	105.50%	107.20%
Dividend yield	0.00%	0.00%

Summary of Significant Accounting Policies - Long-Lived Assets (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2026	Sep. 30, 2025	Sep. 30, 2026	Sep. 30, 2025
Long-Lived Assets
Impairment losses	$ 0.0	$ 0.0	$ 0.0	$ 0.0

Long-Term Debt - Avenue Loan Agreement (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Aug. 11, 2026	Sep. 30, 2026	Sep. 30, 2026
Warrants
Debt Instrument [Line Items]
Value of warrants issued			$ 1,699
Loan and security agreement
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 15,000
Interest rate	12.25%
Basis spread on variable rate	5.50%
Weighted average interest rate		12.30%	12.30%
Penalty for prepayment during first year after closing (as a percent)	3.00%
Penalty during -second year of closing (as a percent)	2.00%
Penalty after second year of closing (as a percent)	1.00%
Upfront fee and final payment fee (as a percent)	4.00%
Final payment based on the current funding	$ 400
Amount portion of the debt convertible to common stock	$ 2,500
Conversion price per share, as a percent to warrant price	120.00%
First Tranche Term Loan
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 10,000
Second Tranche Term Loan
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 5,000

Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2026	Sep. 30, 2025	Sep. 30, 2026	Sep. 30, 2025
Numerator:
Net loss from continuing operations	$ (6,503)	$ (1,044)	$ (22,688)	$ (11,288)
(Loss) income from discontinued operations	5,218	(2,824)	6,288	(6,123)
Net loss	(1,285)	(3,868)	(16,400)	(17,411)
Less: dilutive gain on revaluation of warrant and derivative liability	(613)	(5,098)		(12,518)
Net loss for dilutive earnings per share	$ (1,898)	$ (8,966)	$ (16,400)	$ (29,929)
Denominator:
Weighted average number of common shares, basic ((in shares)	44,313,491	42,431,314	43,847,094	40,965,925
Effect of dilutive prefunded warrants (in shares)	3,224,679	4,525,885		4,526,346
Weighted average number of common shares - diluted (in shares)	47,538,170	46,957,199	43,847,094	45,492,271
Net loss from continuing operations per share - basic (in dollars per share)	$ (0.15)	$ (0.02)	$ (0.52)	$ (0.28)
Net loss from continuing operations per share - diluted (in dollars per share)	(0.15)	(0.13)	(0.52)	(0.52)
Net (loss) income from discontinued operations per share - basic (in dollars per share)	0.12	(0.07)	0.14	(0.15)
Net (loss) income from discontinued operations per share - diluted (In dollars per share)	0.11	(0.06)	0.14	(0.13)
Net loss per share - basic (in dollar per share)	(0.03)	(0.09)	(0.37)	(0.43)
Net loss per share - diluted (in dollar per share)	$ (0.04)	$ (0.19)	$ (0.37)	$ (0.66)

Discontinued Operations

9 Months Ended

Sep. 30, 2026

Discontinued Operations

Divestiture of CIED Business

Note 4. Discontinued Operations

As described in Note 2, on August 17, 2026, the Company completed the sale of its SimpliDerm Business. Additionally, on October 1, 2025, the Company completed the sale of its CIED Business and on November 8, 2023, it completed the sale of its Orthobiologics Business. All such divestitures met the criteria for reporting as discontinued operations in accordance with ASC 205-20 - Discontinued Operations. The results of operations for the three and nine months ended September 30, 2026 and 2025 for these businesses have been recast to conform to this discontinued operations presentation. Furthermore, the divested assets and liabilities of the SimpliDerm Business, which consisted only of inventory, are classified as current assets of discontinued operations as of December 31, 2025.

In accordance with ASC 205-20, only expenses specifically identifiable and related to a business to be disposed are presented in discontinued operations. Additionally, since the repayment of the Company’s SWK Loan Facility (see Note 7) was deemed to be contractually required as part of the CIED Business sale, interest expense on the repaid SWK Loan Facility is also classified within discontinued operations.

The following table shows the financial results of the discontinued operations for the three months ended September 30, 2026:


		SimpliDerm Business
Net sales	$	893
Cost of goods sold		489
Gross profit		404
Sales and marketing		293
General and administrative		53
Total operating expenses		346
Gain on sale of SimpliDerm Business		(5,160)
Income from discontinued operations	$	5,218

The following table shows the financial results of the discontinued operations for the nine months ended September 30, 2026:


		Orthobiologics Business		SimpliDerm Business		Total
Net sales	$	—	$	4,265	$	4,265
Cost of goods sold		—		1,917		1,917
Gross profit		—		2,348		2,348
Sales and marketing		—		1,470		1,470
General and administrative		—		175		175
Total operating expenses		—		1,645		1,645
Gain on sale of Orthobiologics and SimpliDerm Businesses		(425)		(5,160)		(5,585)
Income from discontinued operations	$	425	$	5,863	$	6,288

See Note 2 for discussion of the $0.4 million received in the first quarter of 2026 which relates to the Company’s sale of its Orthobiologics Business.

The following table shows the financial results of the discontinued operations for the three months ended September 30, 2025:


		CIED Business		SimpliDerm Business		Total
Net sales	$	3,958	$	2,379	$	6,337
Cost of goods sold		2,177		1,024		3,201
Gross profit		1,781		1,355		3,136
Sales and marketing		2,974		680		3,654
General and administrative		1,022		14		1,036
Research and development		287		—		287
Total operating expenses		4,283		694		4,977
Interest expense		983		—		983
(Loss) income from discontinued operations	$	(3,485)	$	661	$	(2,824)

The following table shows the financial results of the discontinued operations for the nine months ended September 30, 2025:


		CIED Business		SimpliDerm Business		Total
Net sales	$	10,552	$	7,015	$	17,567
Cost of goods sold		6,086		3,092		9,178
Gross profit		4,466		3,923		8,389
Sales and marketing		7,522		1,974		9,496
General and administrative		1,315		22		1,337
Research and development		787		—		787
Total operating expenses		9,624		1,996		11,620
Interest expense		2,892		—		2,892
(Loss) income from discontinued operations	$	(8,050)	$	1,927	$	(6,123)

Significant cash flow and non-cash information of discontinued operations for the nine months ended September 30, 2026 and 2025 are as follows:


	Nine Months Ended September 30,
		2026		2025
Significant operating non-cash reconciliation items*
Depreciation and amortization	$	-	$	1,569
Stock-based compensation		-		892
Changes in operating assets and liabilities:
Inventory*		2,189		(714)
Prepaid expenses and other		-		257
Other current liabilities		-		(231)

Significant investing items*
Expenditures for property, plant and equipment		-		(27)

*Includes 2,189 and 299 related to inventory of the SimpliDerm Business for the nine months ended September 30, 2026 and 2025, respectively. All other amounts relate to the divestiture of the CIED Business.

Stock-Based Compensation - Stock Options (Details) - Options to purchase common stock	9 Months Ended
	Sep. 30, 2026
Stock-Based Compensation
Exercise price as a percentage of market value of share of common stock at closing on the date of the grant	100.00%
Contractual term	10 years
Vesting period	4 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details