UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 | Other Events. |
As previously reported, on November 7, 2025, Elutia Inc., a Delaware corporation (the “Company” or “Elutia”), received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s 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 required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
Also, as previously reported, on December 23, 2025, the Company received a letter from the Staff of Nasdaq, notifying the Company that it was not in compliance with the continued listing requirement set forth in Nasdaq Listing Rule 5550(b)(2), which requires listed companies to maintain a minimum market value of listed securities (“MVLS”) of at least $35 million (the “MVLS Requirement”). Based on the Staff’s review of the Company’s MVLS, the Company’s MVLS was below $35 million for the previous 30 consecutive business days. The letter also noted that the Company does not meet the additional requirements under Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3) relating to minimum shareholder equity or net income standards.
On February 5, 2026, the Company received a letter from Nasdaq, notifying the Company that the Staff has determined that it has regained compliance with the MVLS Requirement as a result of the Company’s MVLS being $35 million or greater for the eleven consecutive business days from January 21, 2026 through February 4, 2026. Accordingly, the letter indicated that the Company is in compliance with the MVLS Requirement, and the matter is closed.
On March 2, 2026, the Company received a letter from Nasdaq, notifying the Company that the Staff has determined that is has regained compliance with the Minimum Bid Price Requirement as a result of the closing bid price of the Common Stock being at $1.00 per share or greater for the 10 consecutive business days from February 13, 2026 through February 27, 2026. Accordingly, the letter indicated that the Company is in compliance with the Minimum Bid Price Requirement, and the matter is closed.
On March 4, 2026, the Company issued a press release announcing that the Company has regained compliance with the Minimum Bid Price Requirement and the MVLS Requirement. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Exhibit Description | |
99.1 | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ELUTIA INC. | |
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Date: March 4, 2026 | By: | /s/ Matthew Ferguson |
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| Matthew Ferguson |
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| Chief Financial Officer |
Exhibit 99.1
Elutia Regains Compliance with Nasdaq Listing Requirements
GAITHERSBURG, Md., March 4, 2026 — Elutia Inc. (Nasdaq: ELUT) ("Elutia" or the "Company"), a pioneer in drug-eluting biomatrix technologies, today announced that it has received notice from Nasdaq that Elutia has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) and the minimum market value of listed securities requirement set forth in Nasdaq Listing Rule 5550(b)(2). As a result, the Company is now in full compliance with all Nasdaq continued listing requirements, and Nasdaq has advised that these matters are now closed. The Company’s Class A common stock will continue to be listed and traded on the Nasdaq Capital Market under the symbol “ELUT.”
“We are pleased to have regained compliance with Nasdaq continued listing requirements,” said Matt Ferguson, Chief Financial Officer of Elutia. “We see this recent increase in our share price and market value as a direct reflection of investors’ confidence in our demonstrated drug-eluting biomatrix technology platform, the large market opportunity we’re addressing and the outstanding capabilities of the Elutia CRU.”
About Elutia
Elutia develops and commercializes drug-eluting biomatrix products to improve compatibility between medical devices and the patients who need them. With a growing population in need of implantable technologies, Elutia’s mission is humanizing medicine so patients can thrive without compromise. For more information, visit www.Elutia.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the securities laws. Forward-looking statements in this report include any statements about Elutia’s ability to maintain compliance in the future with applicable Nasdaq continued listing standards, maintain the listing of its Class A common stock on the Nasdaq Capital Market, and investors’ confidence in Elutia’s future opportunities. Forward-looking statements are based on management’s current assumptions and expectations of future events; actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties, including those found in Elutia’s periodic reports. Consequently, you should not rely on forward-looking statements as predictions of future events. Except as required by applicable law, Elutia expressly disclaims any obligations to publicly update any forward-looking statements.
Investors:
Elutia Investor Relations
ir@elutia.com