0001104659-26-027664 | 10-K | XBRL Viewer

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Common Stock and Warrants - Private Placement of Common Stock (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Sep. 21, 2023 USD ($) D $ / shares shares	Dec. 31, 2024 USD ($) $ / shares	Dec. 31, 2025 $ / shares
Private Placement
Private Placement of Common Stock
Aggregate Common units sold \| shares	6,852,811
Number of common stock per unit \| shares	1
Number of common stock per warrant (in shares) \| shares	1
Number of Prefunded Units to sell \| shares	503,058
Common unit purchase price (in dollar per unit)	$ 1.4275
Proceeds from private placement and warrants \| $	$ 10.5
Exercise price (in dollar per share)	$ 0.001
Private placement fees \| $	$ 1.1
Amount allocated to issuance of the common stock \| $	$ 0.4	$ 1.1
Class A Common stock
Private Placement of Common Stock
Common stock, par value (in dollar per share)		$ 0.001	$ 0.001
Class A Common stock \| Private Placement
Private Placement of Common Stock
Number of common stock per warrant (in shares) \| shares	1.5
Common stock warrants
Private Placement of Common Stock
Exercise price (in dollar per share)			$ 0.001
2023 Prefund Warrants \| Private Placement
Private Placement of Common Stock
Prefunded unit purchase price (in dollar per unit)	$ 1.4265
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	$ 1.4275

Summary of Significant Accounting Policies - Long-Lived Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Long-Lived Assets
Impairment losses	$ 0	$ 0

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Liquidity

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

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

On September 8, 2025, Elutia executed an Asset Purchase Agreement (the “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 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 constitute 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 APA. The APA provides for an aggregate purchase price, subject to certain adjustments pursuant to the terms of the APA, of up to $88.0 million in cash, with $80.4 million (which includes an inventory adjustment of $0.4 million) that was paid in cash to Elutia at the closing of the transactions or shortly thereafter, and $8.0 million that was deposited at the closing of the transactions in escrow with a bank for twelve months, which is subject to potential reduction in the event of certain post-closing breaches of representations and warranties within the APA by the Company. 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 year ended December 31, 2025. Such gain includes the recognition of the $8.0 million in escrow as a divestiture proceeds receivable on the accompanying balance sheet as of December 31, 2025.

The sale of the CIED Business represents a strategic shift that has a major effect on the Company’s operations and financial results. Consequently, the Company met the held-for-sale criteria of Accounting Standards Codification (“ASC”) 205-20, Discontinued Operations. Accordingly, this transaction is accounted for as Discontinued Operations for all periods presented in accordance with ASC 205-20, Discontinued Operations. Unless indicated otherwise, the information in the notes to the consolidated financial statements relates to continuing operations. See Note 4 for further discussion of the divestiture of the CIED Business.

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 years ended December 31, 2025 or 2024. In the purchase agreement, the Company has retained the liabilities arising out of the VBM and FiberCel matters, as described in Note 17, 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. The indemnity holdback was available as a source of recovery for Berkeley for claims of indemnification under the purchase agreement, and some or all of the holdback could be retained by Berkeley if Berkeley was successful in asserting a claim or claims for indemnification against the Company. In March 2026, the indemnity holdback was resolved with Berkeley remitting $0.4 million to Elutia. Such amount will be recognized as additional gain in the first quarter of 2026. 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.

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 and CIED 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 year ended December 31, 2025, the Company incurred a loss from continuing operations of $15.9 million, and as of December 31, 2025, the Company had an accumulated deficit of $176.2 million. In addition, during the year ended December 31, 2025, the Company used $44.8 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 14 or pursue asset sales or other transactions, such as the sale of the CIED and Orthobiologics Businesses described above. However, such transactions may not be successful, and we may not be able to raise additional equity, refinance our debt instruments, sell assets or obtain waivers or amendments to our 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 consolidated financial statements are issued. The Company believes that its existing cash and cash equivalents as of December 31, 2025, which include the proceeds from the sale of the CIED Business, will be sufficient to fund its operating expenses and capital expenditure requirements through at least one year after the issuance date of the 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 year ended December 31, 2024, have been recast to conform to the new segment presentation, which now excludes Device Protection due to its divestiture noted above. Refer to the Segment Information in Note 18.

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 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 $.001. No shares have been issued or are outstanding as of December 31, 2025 and 2024. During the year ended December 31, 2025, all outstanding shares of Class B common stock were converted to Class A common stock. Consequently, as of December 31, 2025, there are no shares of Class B common stock outstanding.

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”) and warrants 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 16 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.

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. The Company's allowance for doubtful accounts was approximately $0.5 million and $0.6 million as of December 31, 2025 and 2024, respectively.

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 recorded 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 in the years ended December 31, 2025 and 2024.

Warrant Liability

The Company accounts for its warrants in accordance with ASC 815, Derivatives and Hedging – Contracts in Entity's Own Equity, 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 and June 2024 registered direct offering and February 2025 registered direct offering (see Note 14) 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 liability in the accompanying 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 representatives. 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. Shipping and handling costs were not material in both the years ended December 31, 2025 and 2024.

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.

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 the individual institutions may at times exceed the federally insured limits.

During the year ended December 31, 2025, there was one customer that represented 18% of the Company’s net sales in such year, and during the year ended December 31, 2024, there were two customers that represented 13% and 10%, respectively of the Company’s sales in such year. There was one customer that represented 13% of the Company’s accounts receivable as of December 31, 2025, and there was one customer that represented 14% of the Company’s accounts receivable as of December 31, 2024.

Comprehensive Income (Loss)

Comprehensive income (loss) comprises net income (loss) and other changes in equity that are excluded from net income (loss). For the years ended December 31, 2025 and 2024, the Company’s net income or loss equaled its comprehensive income or 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.

Organization and Description of Business	12 Months Ended
Dec. 31, 2025
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. Elutia’s portfolio of products spans the Women’s Health and Cardiovascular markets. These products are sold to healthcare providers.

Organization and Description of Business

12 Months Ended

Dec. 31, 2025

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. Elutia’s portfolio of products spans the Women’s Health and Cardiovascular markets. These products are sold to healthcare providers.

Commitment and Contingencies - Medtronic Litigation (Details)	1 Months Ended
	Jun. 30, 2024 lawsuit
Medtronic Litigation
Legal Proceedings
Number of lawsuits filed or asserted	100

- 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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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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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
-Topic 450
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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
-Topic 450
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-URI https://asc.fasb.org/1943274/2147483076/450-20-50-1

+ Details

Intangible Assets - Components (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Components of identified intangible assets
Cost	$ 10,759	$ 10,759
Accumulated Amortization	(9,230)	(8,159)
Net	1,529	2,600
Acquired products
Components of identified intangible assets
Cost	7,689	7,689
Accumulated Amortization	(6,600)	(5,831)
Net	1,089	1,858
Customer relationships
Components of identified intangible assets
Cost	3,070	3,070
Accumulated Amortization	(2,630)	(2,328)
Net	$ 440	$ 742

Income Taxes - Deferred Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets:
Tax goodwill	$ 2,497	$ 2,549
Net operating loss carryforwards	27,277	29,733
Inventory	46	94
Acquired intangibles	720	2,000
Revenue interest obligation	476	631
Interest expense	2,646	4,485
Research and development costs		2,375
Operating lease liability	919	193
Litigation costs	1,606	3,713
Other	2,606	2,262
Total assets	38,793	48,035
Deferred tax liabilities:
Operating lease right-to-use assets	(425)	(188)
Prepaid expenses	(561)	(441)
Total liabilities	(986)	(629)
Total net deferred tax asset	37,807	47,406
Valuation allowance	$ (37,807)	$ (47,406)

Segment Information - Reconciliation of segment gross profit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Reconciliation of segment gross profit to the consolidated loss from operations
Gross profit	$ 6,596	$ 6,715
Adjustments:
Intangible asset amortization expense	1,100	1,100
Sales and marketing	5,765	4,988
General and administrative	15,080	18,073
Research and development	4,163	2,998
Litigation costs, net	8,499	11,368
Loss from operations	(26,911)	(30,712)
(Gain) loss on revaluation of warrant liability	(13,424)	14,878
Other expense (income), net	2,758	(1,186)
Loss from continuing operations before provision for income taxes	(15,858)	(45,338)
Operating Segments [Member]
Reconciliation of segment gross profit to the consolidated loss from operations
Gross profit	7,673	7,792
Adjustments:
Intangible asset amortization expense	1,077	1,077
Sales and marketing	5,765	4,988
General and administrative	15,080	18,073
Research and development	4,163	2,998
Litigation costs, net	8,499	11,368
Loss from operations	(26,911)	(30,712)
Interest expense	(387)	934
(Gain) loss on revaluation of warrant liability	(13,424)	14,878
Other expense (income), net	$ 2,758	$ (1,186)

Common Stock and Warrants - Warrant pricing inputs (Details)	Dec. 31, 2025 USD ($) $ / shares	Sep. 21, 2023 $ / shares
Common stock warrants
Warrant Liabilities
Exercise price (in dollar per share)	$ 0.001
Common stock warrants \| Common stock price
Warrant Liabilities
Fair value calculation input	4.96
Common stock warrants \| Expected term (years)
Warrant Liabilities
Fair value calculation input \| $	0.1
Common stock warrants \| Risk-free interest rate
Warrant Liabilities
Fair value calculation input	5.5
Common stock warrants \| Volatility factor
Warrant Liabilities
Fair value calculation input	88.4
Private Placement
Warrant Liabilities
Exercise price (in dollar per share)		$ 0.001

Summary of Significant Accounting Policies - Revenue Recognition (Details)	12 Months Ended
	Dec. 31, 2025
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
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-Name Accounting Standards Codification
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+ Details

Property and Equipment

12 Months Ended

Dec. 31, 2025

Property and Equipment

Property and Equipment

Note 7. Property and Equipment

Property and equipment as of December 31, 2025 and 2024 were comprised of the following (in thousands):


		December 31,
		2025			2024
Processing and research equipment		$	1,285		$	673
Leasehold improvements			43			96
Office equipment and furniture			30			30
Computer hardware and software			73			93
Assets under construction			1,363			—
			2,794			892
Less: accumulated depreciation and amortization			(283)			(221)
Property and equipment, net		$	2,511		$	671

Depreciation and amortization expense on property and equipment totaled approximately $0.1 million in both of the years ended December 31, 2025 and 2024. Amounts included within cost of goods sold are not material.

Segment Information

12 Months Ended

Dec. 31, 2025

Segment Information

Segment Information

Note 18. Segment Information

With the divestiture of the CIED Business, the Company now operates in two segments. The Company determined its operating and reportable segments to be consistent with its major product groupings – Women’s Health and Cardiovascular. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

The Chief Operating Decision Maker ("CODM") is the Chief Executive Officer. The CODM evaluates the performance of our segments based upon, among other things, segment net sales and segment gross profit, excluding intangible asset amortization (“segment gross profit”). Segment gross profit is what the CODM uses in evaluating our results of operations and the financial measure that provides insight into our overall performance and financial position. The CODM considers budget-to-actual variances and variances against prior years using segment gross profit when making decisions about allocating resources to the segments. Asset information is not provided as the Company's CODM does not regularly review or utilize detailed asset data to assess segment performance.

For the year ended December 31, 2025, the Company’s segment gross profit was comprised of the following (in thousands):


		Women's Health		Cardiovascular		Total
Net sales	$	9,138	$	3,155	$	12,293
Cost of goods sold, excluding intangible asset amortization		3,986		634		4,620
Segment gross profit	$	5,152	$	2,521	$	7,673

The net sales for the year ended December 31, 2025 include the revenues derived from one customer which represents 18% of total net sales. Such customer is included within the Women’s Health segment.

For the year ended December 31, 2024, the Company’s segment gross profit was comprised of the following (in thousands):


		Women's Health		Cardiovascular		Total
Net sales	$	11,553	$	2,914	$	14,467
Cost of goods sold, excluding intangible asset amortization		5,568		1,107		6,675
Segment gross profit	$	5,985	$	1,807	$	7,792

The net sales for the year ended December 31, 2024 include the revenues derived from one customer which represents 13% of total net sales. Such customer is included within the Women’s Health segment. The net sales for the year ended December 31, 2024 also include the revenues derived from one customer, which represents 10% of total net sales. Such customer is included within the Cardiovascular segment.

The following table is a reconciliation of segment gross profit to the consolidated loss before provision for income taxes for the years ended December 31, 2025 and 2024 (in thousands):


		Year Ended
		December 31,
		2025			2024

Segment gross profit		$	7,673		$	7,792
Adjustments:
Intangible asset amortization expense			1,077			1,077
Sales and marketing			5,765			4,988
General and administrative			15,080			18,073
Research and development			4,163			2,998
Litigation costs, net			8,499			11,368
Loss from operations			(26,911)			(30,712)
Interest expense			(387)			934
Loss on revaluation of warrant liability			(13,424)			14,878
Other (income) expense, net			2,758			(1,186)
Loss from continuing operations before provision for income taxes		$	(15,858)		$	(45,338)

During the years ended December 31, 2025 and 2024, 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 reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
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-Publisher FASB
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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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+ Details

Recently Issued Accounting Standards (Policies)

12 Months Ended

Dec. 31, 2025

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures. This update improves income tax disclosure requirements, primarily through enhanced transparency and decision usefulness of disclosures. The amendments in this update should be applied prospectively with the option to apply retrospectively and are effective for fiscal years beginning after December 15, 2024. The prospective adoption of this guidance by the Company in the year ended December 31, 2025 did not have a material effect on its financial condition, results of operations or cash flows.

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 any new disclosures that may be required upon adoption of ASU 2024-03.

Summary of Significant Accounting Policies - Basis of Presentation and Liquidity (Details) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended		12 Months Ended
	Sep. 08, 2025	Nov. 08, 2023	Mar. 31, 2026	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2025	Dec. 31, 2024
Summary of Significant Accounting Policies
Proceeds from sale of Business						$ 80,435	$ 180
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] Not Disclosed Flag						true
Operating loss						$ 15,858	45,338
Accumulated deficit						176,213	229,593
Cash used in operating activities						44,810	22,657
CIED \| Discontinued Operations, Disposed of by Sale
Summary of Significant Accounting Policies
Disposal Group, Including Discontinued Operation, Consideration	$ 88,000
Proceeds from sale of Business	80,400
Inventory adjustment	400
Indemnity holdback amount	$ 8,000					8,000
Retainment Period	12 months
Recognized a gain						76,100
Divestiture of Orthobiologics \| Discontinued Operations, Disposed of by Sale
Summary of Significant Accounting Policies
Proceeds from sale of Business		$ 14,600
Additional amount that may be earned		20,000
Indemnity holdback amount		$ 1,500
Indemnity holdback amount resolved and received			$ 400
Retainment Period		24 months
Earn-out payments, as a percent actual revenue		10.00%
Earn-out period		5 years
Earn-out payments received						$ 0	$ 0
Recognized a gain				$ 200	$ 6,000

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2025

Property and Equipment

Summary of property and equipment

Property and equipment as of December 31, 2025 and 2024 were comprised of the following (in thousands):


		December 31,
		2025			2024
Processing and research equipment		$	1,285		$	673
Leasehold improvements			43			96
Office equipment and furniture			30			30
Computer hardware and software			73			93
Assets under construction			1,363			—
			2,794			892
Less: accumulated depreciation and amortization			(283)			(221)
Property and equipment, net		$	2,511		$	671

Common Stock and Warrants (Tables)

12 Months Ended

Dec. 31, 2025

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

Summary of the Offering Warrants activity


	Common Warrants	2023 Prefunded Warrants	2024 Prefunded Warrants	2025 Prefunded Warrants
Outstanding, January 1, 2024	11,033,804	503,058	—	—
Issued	—	—	725,000	—
Conversions of Common Warrants to 2023 Prefunded Warrants	(3,896,130)	3,896,130	—	—
Exercised	(7,137,674)	(825,862)	—	—
Outstanding, December 31, 2024	—	3,573,326	725,000	—
Issued	—	—	—	480,000
Exercised	—	(250,000)	—	—
Outstanding, December 31, 2025	—	3,323,326	725,000	480,000

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

The following table provides a rollforward of the Revenue Interest Obligation categorized with Level 3 inputs for the years ended December 31, 2025 and 2024 (in thousands):


	Revenue Interest Obligation
Balance, January 1, 2024	$	17,101
Payments on Revenue Interest Obligation		(7,400)
Interest accrued to Revenue Interest Obligation		1,632
Gain on revaluation of Revenue Interest Obligation		(1,443)
Balance, December 31, 2024	$	9,890
Payments on Revenue Interest Obligation		(4,400)
Interest accrued to Revenue Interest Obligation		295
Loss on revaluation of Revenue Interest Obligation		1,443
Balance, December 31, 2025	$	7,228

Warrant Liability [Member]

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 liability for the years ended December 31, 2025 and 2024, respectively (in thousands):


		Common Warrants		2023 Prefunded Warrants		2024 Prefunded Warrants		2025 Prefunded Warrants		Total Offering Warrants
Warrant Liability, January 1, 2024	$	11,670	$	1,090	$	—	$	—	$	12,760
Fair value upon issuance		—		—		2,464				2,464
Loss on revaluation of warrant liability		13,740		891		247				14,878
Conversions of Common Warrants to 2023 Prefunded Warrants		(8,898)		14,456		—		—		5,558
Exercised		(16,512)		(3,072)		—		—		(19,584)
Warrant Liability, December 31, 2024		—		13,365		2,711		—		16,076
Fair value upon issuance		—		—		—		1,200		1,200
Gain on revaluation of warrant liability		—		(10,345)		(2,211)		(868)		(13,424)
Exercised		—		(728)		—		—		(728)
Warrant Liability, December 31, 2025	$	—	$	2,292	$	500	$	332	$	3,124

Schedule of inputs used to calculate fair value of Common Warrants


Common stock price	$	4.96
Expected term (years)		0.1
Risk-free interest rate		5.5	%
Volatility factor		88.4	%
Dividend yield		—	%

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2025

Intangible Assets

Summary of components of identified intangible assets

The components of identified intangible assets as of December 31, 2025 and 2024 are as follows (in thousands):


		December 31, 2025									December 31, 2024
					Accumulated									Accumulated
		Cost			Amortization			Net			Cost			Amortization			Net
Acquired products		$	7,689		$	(6,600)		$	1,089		$	7,689		$	(5,831)		$	1,858
Customer relationships			3,070			(2,630)			440			3,070			(2,328)			742
Total		$	10,759		$	(9,230)		$	1,529		$	10,759		$	(8,159)		$	2,600

Leases (Tables)

12 Months Ended

Dec. 31, 2025

Leases

Summary of the ROU assets and operating lease liabilities' classification in the balance sheet

The following is a summary of the Company’s ROU assets and operating lease liabilities as of December 31, 2025 and 2024 (in thousands):


		December 31,
	Classification on the Balance Sheet	2025			2024
Assets
Operating leases assets	Operating lease right-of-use assets and other	$	2,426		$	154

Liabilities
Operating leases current liabilities	Current operating lease liabilities and other		355			145
Operating leases non-current liabilities	Long-term operating lease liabilities		3,587			16
Total lease liabilities		$	3,942		$	161

Weighted average remaining lease term			9.5			0.9
Weighted average discount rate			12.1	%		13.1	%

Schedule of future cash obligations to the operating lease liabilities

The table below reconciles the Company’s future cash obligations to the operating lease liabilities recorded on the balance sheet as of December 31, 2025 (in thousands):


Years ending December 31,
2026	$	202
2027		806
2028		759
2029		711
2030		732
Thereafter		4,076
Total minimum lease payments		7,286
Less: amount of lease payments representing interest		(3,344)
Present value of future minimum lease payments		3,942
Less: current operating lease liabilities		(355)
Long-term operating lease liabilities	$	3,587

Net Loss Per Share (Details) - USD ($)	12 Months Ended
Net Loss Per Share (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Numerator:
Net (loss) income from continuing operations	$ (15,871,000)	$ (45,345,000)
Loss attributable to common stockholders from discontinued operations	69,251,000	(8,604,000)
Net income (loss) attributable to common stockholders	53,380	(53,949)
Less: dilutive gain on revaluation of warrant liability, net of addback for undistributed net income to participating securities	(13,424,000)
Net income (loss) for dilutive earnings per share	$ 39,956,000	$ (53,949,000)
Denominator:
Weighted average number of common shares, basic ((in shares)	41,416,850	29,071,113
Effect of dilutive common and prefunded warrants (in shares)	4,525,937
Weighted average number of common shares - diluted (in shares)	45,942,787	29,071,113
Net loss from continuing operations per share - basic (in dollars per share)	$ (0.38)	$ (1.56)
Net loss from continuing operations per share - diluted (in dollars per share)	(0.64)	(1.56)
Net income (loss) from discontinued operations per share - basic (in dollars per share)	1.67	(0.3)
Net income (loss) from discontinued operations per share - diluted (In dollars per share)	1.51	(0.3)
Net income (loss) per share - basic (in dollar per share)	1.29	(1.86)
Net income (loss) per share - diluted (in dollar per share)	$ 0.87	$ (1.86)

Recently Issued Accounting Standards

12 Months Ended

Dec. 31, 2025

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
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 9
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 17
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480336/718-10-65-17

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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+ Details

Divestiture of CIED Business (Tables)

12 Months Ended

Dec. 31, 2025

Divestiture of CIED Business

Schedules of assets and liabilities, financial results and cash flow reconciliation of the discontinued operations

The following tables shows the assets and liabilities of the discontinued operations as of December 31, 2024:


Carrying amounts of the major classes of assets included in discontinued operations:
Inventory	$	1,980
Total current assets		1,980
Property and equipment, net		102
Intangible assets, net		5,673
Operating lease right-of-use assets and other		730
Total non-current assets		6,505
Total assets of discontinued operations	$	8,485


Carrying amounts of the major classes of liabilities included in discontinued operations:
Current operating lease liabilities	$	315
Total current liabilities		315
Long-term operating lease liabilities		407
Total liabilities of discontinued operations	$	722

The following table shows the financial results of the discontinued operations for the years ended December 31, 2025 and 2024, with the year ended December 31, 2025 including the financial results from January 1, 2025 through the transaction closing date of October 1, 2025.


	Year Ended
	December 31,
	2025		2024
Net sales	$	10,552	$	9,907
Cost of goods sold		6,096		5,918
Gross profit		4,456		3,989
Sales and marketing		7,208		7,554
General and administrative		421		584
Research and development		787		786
Total operating expenses		8,416		8,924
Interest expense		2,892		3,847
Gain on sale of CIED Business		(76,273)		—
Tax impact of gain on sale of CIED Business		170		—
Income (loss) from discontinued operations	$	69,251	$	(8,782)

Total operating and investing cash flows of discontinued operations for the years ended December 31, 2025 and 2024 are comprised of the following, with the year ended December 31, 2025 including the cash flows from January 1, 2025 through the transaction closing date of October 1, 2025:


	Year Ended
	December 31,
	2025			2024
Significant operating non-cash reconciliation items:
Depreciation and amortization	$	1,569		$	2,368
Stock-based compensation		817			848
Changes in operating assets and liabilities:
Inventory		(1,013)			(933)
Operating lease right-of-use		257			344
Operating lease liabilities		(231)			(348)

Significant investing items:
Expenditures for property and equipment		(27)			—

- 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.

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+ Details

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2025

Net Loss Per Share

Schedule of net loss per share attributable to common stockholders


		Year Ended
(in thousands, except share and per share data)		December 31,
		2025			2024
Numerator:
Net loss from continuing operations		$	(15,871)		$	(45,345)
Income (loss) from discontinued operations			69,251			(8,604)
Net income (loss)			53,380			(53,949)
Less: dilutive gain on revaluation of warrant liability			(13,424)			—
Net income (loss) for dilutive earnings per share		$	39,956		$	(53,949)

Denominator:
Weighted average number of common shares - basic			41,416,850			29,071,113
Effect of dilutive prefunded warrants			4,525,937			—
Weighted average number of common shares - diluted			45,942,787			29,071,113

Net loss from continuing operations per share - basic		$	(0.38)		$	(1.56)
Net loss from continuing operations per share - diluted		$	(0.64)		$	(1.56)
Net income (loss) from discontinued operations per share - basic		$	1.67		$	(0.30)
Net income (loss) from discontinued operations per share - diluted		$	1.51		$	(0.30)
Net income (loss) per share - basic		$	1.29		$	(1.86)
Net income (loss) per share - diluted		$	0.87		$	(1.86)

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


	December 31,
	2025	2024
Options to purchase common stock	3,297,941	3,220,991
Restricted stock units	726,805	1,417,123
Class A common stock warrants	187,969	187,969
2023 Prefunded Warrants	—	3,573,326
2024 Prefunded Warrants	—	725,000
2025 Prefunded Warrants	—	—
Total	4,212,715	9,124,409

Summary of Significant Accounting Policies - Property and Equipment (Details)	Dec. 31, 2025
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

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2025
Summary of Significant Accounting Policies
Basis of Presentation and Liquidity	Basis of Presentation and Liquidity The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Intercompany accounts and transactions have been eliminated in consolidation. On September 8, 2025, Elutia executed an Asset Purchase Agreement (the “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 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 constitute 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 APA. The APA provides for an aggregate purchase price, subject to certain adjustments pursuant to the terms of the APA, of up to $88.0 million in cash, with $80.4 million (which includes an inventory adjustment of $0.4 million) that was paid in cash to Elutia at the closing of the transactions or shortly thereafter, and $8.0 million that was deposited at the closing of the transactions in escrow with a bank for twelve months, which is subject to potential reduction in the event of certain post-closing breaches of representations and warranties within the APA by the Company. 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 year ended December 31, 2025. Such gain includes the recognition of the $8.0 million in escrow as a divestiture proceeds receivable on the accompanying balance sheet as of December 31, 2025. The sale of the CIED Business represents a strategic shift that has a major effect on the Company’s operations and financial results. Consequently, the Company met the held-for-sale criteria of Accounting Standards Codification (“ASC”) 205-20, Discontinued Operations. Accordingly, this transaction is accounted for as Discontinued Operations for all periods presented in accordance with ASC 205-20, Discontinued Operations. Unless indicated otherwise, the information in the notes to the consolidated financial statements relates to continuing operations. See Note 4 for further discussion of the divestiture of the CIED Business. 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 years ended December 31, 2025 or 2024. In the purchase agreement, the Company has retained the liabilities arising out of the VBM and FiberCel matters, as described in Note 17, 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. The indemnity holdback was available as a source of recovery for Berkeley for claims of indemnification under the purchase agreement, and some or all of the holdback could be retained by Berkeley if Berkeley was successful in asserting a claim or claims for indemnification against the Company. In March 2026, the indemnity holdback was resolved with Berkeley remitting $0.4 million to Elutia. Such amount will be recognized as additional gain in the first quarter of 2026. 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. 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 and CIED 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 year ended December 31, 2025, the Company incurred a loss from continuing operations of $15.9 million, and as of December 31, 2025, the Company had an accumulated deficit of $176.2 million. In addition, during the year ended December 31, 2025, the Company used $44.8 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 14 or pursue asset sales or other transactions, such as the sale of the CIED and Orthobiologics Businesses described above. However, such transactions may not be successful, and we may not be able to raise additional equity, refinance our debt instruments, sell assets or obtain waivers or amendments to our 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 consolidated financial statements are issued. The Company believes that its existing cash and cash equivalents as of December 31, 2025, which include the proceeds from the sale of the CIED Business, will be sufficient to fund its operating expenses and capital expenditure requirements through at least one year after the issuance date of the 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	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 year ended December 31, 2024, have been recast to conform to the new segment presentation, which now excludes Device Protection due to its divestiture noted above. Refer to the Segment Information in Note 18.
Use of Estimates	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.
Fair Value of Financial Instruments	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 $.001. No shares have been issued or are outstanding as of December 31, 2025 and 2024. During the year ended December 31, 2025, all outstanding shares of Class B common stock were converted to Class A common stock. Consequently, as of December 31, 2025, there are no shares of Class B common stock outstanding. 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”) and warrants 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 16 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.
Cash and Cash Equivalents	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 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. The Company's allowance for doubtful accounts was approximately $0.5 million and $0.6 million as of December 31, 2025 and 2024, respectively.
Inventory	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	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.
Leases	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	Long-Lived Assets Purchased intangible assets with finite lives are carried at acquired fair value, less accumulated amortization. Amortization is recorded 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 in the years ended December 31, 2025 and 2024.
Warrant Liability	Warrant Liability The Company accounts for its warrants in accordance with ASC 815, Derivatives and Hedging – Contracts in Entity's Own Equity, 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 and June 2024 registered direct offering and February 2025 registered direct offering (see Note 14) 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 liability in the accompanying consolidated statements of operations.
Revenue Recognition	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 representatives. 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. Shipping and handling costs were not material in both the years ended December 31, 2025 and 2024. 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	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.
Research and Development Costs	Research and Development Costs Research and development costs, which include mainly salaries, outside services and supplies, are expensed as incurred.
Concentration of Credit Risk	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 the individual institutions may at times exceed the federally insured limits. During the year ended December 31, 2025, there was one customer that represented 18% of the Company’s net sales in such year, and during the year ended December 31, 2024, there were two customers that represented 13% and 10%, respectively of the Company’s sales in such year. There was one customer that represented 13% of the Company’s accounts receivable as of December 31, 2025, and there was one customer that represented 14% of the Company’s accounts receivable as of December 31, 2024.
Comprehensive Income (Loss)	Comprehensive Income (Loss) Comprehensive income (loss) comprises net income (loss) and other changes in equity that are excluded from net income (loss). For the years ended December 31, 2025 and 2024, the Company’s net income or loss equaled its comprehensive income or loss and accordingly, no additional disclosure is presented.
Income Taxes	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.

Leases - Paragraphs (Details) $ in Millions	12 Months Ended
Leases - Paragraphs (Details) $ in Millions	Dec. 31, 2025 USD ($) facility	Dec. 31, 2024 USD ($)
Leases
Operating lease cost \| $	$ 0.5	$ 0.2
Lease payments \| $	$ 0.1	$ 0.2
Administrative and research facility
Leases
Number of leases \| facility	1
Administrative facility
Leases
Number of leases \| facility	1

Revenue Interest Obligation - (Details) - USD ($) $ in Thousands		1 Months Ended						3 Months Ended		4 Months Ended	12 Months Ended
	May 31, 2017	Jun. 30, 2025	May 31, 2025	Apr. 30, 2024	Feb. 29, 2024	Jan. 31, 2024	May 31, 2017	Mar. 31, 2024	Jun. 30, 2023	Apr. 30, 2024	Dec. 31, 2025	Dec. 31, 2024	Oct. 31, 2025
Debt Instrument [Line Items]
Understatement of revenue interest obligation		$ 800
Other expense (income), net											$ 2,758	$ (1,186)
Revenue Interest Obligation.
Debt Instrument [Line Items]
Annual minimum payment due											$ 4,400	4,400
Gains (Losses) on Restructuring of Debt								$ 1,400				1,400
Adjustment \| Revenue Interest Obligation.
Debt Instrument [Line Items]
Interest expense		600
Other expense (income), net		$ 1,400
Ligand Pharmaceuticals
Debt Instrument [Line Items]
Present value of future minimum payments of obligation	$ 27,700						$ 27,700
Annual minimum payment due	2,750					$ 4,400	2,750
Annual minimum sale	$ 2,750						$ 2,750
Percentage of future sales	5.00%
Payments due based on cumulative sales													$ 2,200
Term of agreement							10 years
Payment period of minimum payable after each quarter end						30 days
Payment agreed upon satisfaction of royalty obligations for first three quarters										$ 3,000
Payment agreed upon satisfaction of royalty obligations for the fourth quarter of 2023					$ 1,100
Percentage of payment made				50.00%		50.00%
Milestone payment waived amount									$ 5,000
Total payments												$ 7,400
Revenue Interest Obligation Paid In Shares			$ 2,200
Issuance of common stock (in shares)			1,105,528
Cumulative sales of products exceed $100M \| Ligand Pharmaceuticals
Debt Instrument [Line Items]
Payments due based on cumulative sales	$ 5,000						$ 5,000
Cumulative sales	100,000						100,000
Cumulative sales of products exceed $300M \| Ligand Pharmaceuticals
Debt Instrument [Line Items]
Payments due based on cumulative sales	5,000						5,000
Milestone payment amount eliminated			$ 5,000
Cumulative sales	$ 300,000		$ 300,000				$ 300,000

Commitment and Contingencies

12 Months Ended

Dec. 31, 2025

Commitment and Contingencies.

Commitment and Contingencies

Note 17. Commitment 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 year ended December 31, 2025 or 2024. The Amended License

Agreement includes a final license fee payment of $0.1 million to be 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

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 December 31, 2025, five lawsuits or claims are active, 104 have been settled and one case where the statute of limitations to file a lawsuit has expired. Of the 104 cases that have settled, 35 have not yet been fully paid due to one or more scheduled payments being made after December 31, 2025. 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 (collectively, the “Indiana Complaints”) and the Court of Common Pleas, Philadelphia County (“Pennsylvania Complaint).

Plaintiffs in the Indiana Complaints allege a cause of action under Indiana’s Product Liability Act, citing manufacturing defects, defective design and failure to properly warn and instruct, and several of the complaints allege loss of consortium. Plaintiffs in these actions assert that the defendants are strictly liable or have breached the duty of care owed to plaintiffs by failing to exercise reasonable care in designing, manufacturing, marketing and labeling FiberCel and seek various types of damages, including economic damages, non-economic damages and loss of consortium. Plaintiffs in one of the Indiana State Complaints allege causes of action for product liability, negligence, breach of express and implied warranties, and punitive damages. The Pennsylvania Complaint asserts claims for strict liability, negligence, breach of implied warranty, and breach of express warranty, as well as claims under the Wrongful Death Act and the Survival Act, and seeks compensatory and punitive damages.

The Company refers to the aforementioned litigation and claim notices collectively as the “FiberCel Litigation.”

Viable Bone Matrix Litigation

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, 28 product liability lawsuits or claims have been filed or asserted against the Company involving VBM. As of December 31, 2025, 11 lawsuits or claims are active, 16 have been settled and one case has been dismissed. Of the settled cases, thirteen have been fully paid and three have not yet been paid as of December 31, 2025. Furthermore, there are four potential claims where the statute of limitation 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

(collectively, the “California State Complaints”), the United States District Court for the Southern District of California (collectively, the “California Federal Complaints”), the United States District Court for the Eastern District of Louisiana (collectively, the “Louisiana Federal Complaint”), the United States District Court for the Western District of Texas (the “Texas Federal Complaint”), the United States District Court for the Western District of Michigan (the “Michigan Federal Complaint”), the Circuit Court of the State of Oregon (the “Oregon State Complaint”) and the United States District Court for the Southern District of New York (the “New York Complaint”).

Plaintiffs in the California State Complaints and California Federal Complaints assert that the defendants are strictly liable or have breached the duty of care owed to plaintiffs by failing to exercise reasonable care in designing, manufacturing, marketing, and labeling VBM and seek various types of damages, including economic damages, non-economic damages, and loss of consortium damages. The Plaintiffs in one of the California State Complaints also assert claims for fraudulent inducement, misrepresentation, and intentional infliction of emotional distress. Plaintiff in the Louisiana Federal Complaint asserts causes of action under the Louisiana Product Liability Act citing unreasonably dangerous construction or composition, unreasonably dangerous design, and inadequate warning. Plaintiff in this action also alleges claims for breach of implied warranty, breach of express warranty, and negligence. Plaintiffs in the Texas Federal Complaint assert violations of the Texas Business and Commerce Code, citing alleged breaches of the warranties of merchantability and fitness for a particular purpose. Plaintiffs further assert that the defendants breached the duty of care owed to plaintiffs by failing to exercise reasonable care in designing, manufacturing, marketing, and labeling VBM and seek various types of damages, including economic damages, non-economic damages, exemplary damages, and loss of consortium damages. Plaintiffs in the Oregon State Complaint assert causes of action for negligence, lack of informed consent, medical battery, and loss of consortium. Plaintiffs in the Michigan Federal Complaint assert causes of action for negligence and gross negligence. Plaintiffs in the New York Complaint assert causes of action for negligence, strict liability and breach of implied warranty.

The Company refers to the aforementioned litigation and claim notices collectively as the “VBM Litigation.”

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’s operative complaint alleges breach of the 2019 Tissue Product Supply Agreement (the “Supply Agreement”) between the Company and Medtronic. In particular, the complaint alleges that Medtronic did not honor its contractual obligations to defend and indemnify the Company for over 100 lawsuits against the Company alleging claims arising from the use of FiberCel products distributed by Medtronic and that Medtronic concealed and misrepresented an insurance policy potentially applicable to those FiberCel-related lawsuits. The complaint does not specify the amount of damages owed by Medtronic for these breaches. On July 31, 2024, Medtronic responded to the complaint by denying Elutia’s claims and asserting a single counterclaim alleging that Elutia breached certain representations and warranties under the Supply Agreement and owes ongoing indemnity obligations to Medtronic. The counterclaim does not specify the amount of any alleged damages. On September 19, 2025, Medtronic filed a partial motion to dismiss some of the claims in Elutia’s current complaint. Elutia filed an opposition to that motion, and Medtronic filed a reply brief. The court set a hearing for the motion for February 20, 2026, and its decision on the partial motion to dismiss is expected after the hearing. Discovery is ongoing in the case. Given the early stages of this matter and the Company’s intention to vigorously defend Medtronic’s counterclaim, we do not consider a loss to be probable or estimable at this time.

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. The Complaint alleges breach of contract and related claims related to the 2023 distribution agreement (the “Tiger Distribution Agreement”) between the Company and Tiger as well as the August 2025 letter of intent (the “Tiger LOI”) for the possible sale by the Company to Tiger of certain assets and rights. The complaint does not specify the amount of any alleged damages. On November 13, 2025, Elutia filed a motion to dismiss. Tiger filed an opposition to that motion, and Elutia filed a reply brief. A hearing on the Company’s motion to dismiss is scheduled for March 23, 2025. Given the early stages of this matter and the Company’s intention to vigorously defend against Tiger’s

claims, Elutia does not consider a loss to be probable or estimable at this time. Elutia terminated the Tiger Distribution Agreement effective October 25, 2025. Additionally, the Tiger LOI expired on October 25, 2025.

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 January 2027. Given the early stages of this matter and the Company’s intention to vigorously defend the case, we do 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 many of the cases in the FiberCel Litigation. In total, through December 31, 2025, settlement agreements have been reached in 104 of the cases and full or partial settlement payments of $28.8 million have been made by Elutia, with $9.6 million of such total settlement outlays having been paid through insurance proceeds. As of December 31, 2025, the Company has a total liability for FiberCel Litigation of $6.8 million which is recorded within Contingent Liability for Legal Proceedings in the accompanying consolidated balance sheets. Such liability includes $5.8 million for 35 cases in which the settlements have been reached but had not yet been fully paid and $1.0 million for the five cases which have not yet been settled or adjudicated and for which the Company has estimated a probable loss for those cases as of December 31,2025.

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 many of the cases in the VBM Litigation. In total, through December 31, 2025, settlement agreements have been reached in 16 of the cases and settlement payments of $1.5 million have been made by Elutia, all of which has been paid through insurance proceeds.

As of December 31, 2025, the Company has a total liability for VBM Litigation of $4.4 million which is recorded within Contingent Liability for Legal Proceedings in the accompanying consolidated balance sheets. Such liability includes $1.0 million for three cases in which settlements have been reached but had not yet been paid and the remaining 15 cases, including unasserted claims that the Company believes are probable of assertion, and for which an estimation of probable loss is required as of year-end. The expense related to this estimate was recorded within Litigation costs, net in the accompanying consolidated statement 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 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 FiberCel Litigation, 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 both December 31, 2025 and 2024 totaled $4.8 million and are recorded as Insurance Receivables of Litigation Costs in the accompanying consolidated balance sheets.

As of December 31, 2025, 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 both December 31, 2025 and 2024, 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 matters involving Medtronic, Tiger and a former supplier.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Taxes

Schedule of reconciliation of the U.S. federal statutory rate to the consolidated effective tax rate

The reconciliation of the U.S. federal statutory rate to the consolidated effective tax rate for continuing operations as of December 31, 2025 is as follows:


		Amount	Percent
Tax benefit at U.S. statutory rate	$	(3,330)	21.0	%
State income tax benefit, net of federal benefit*		(379)	2.4	%
Nondeductible expenses:
Revaluation of warrant liability		(2,813)	17.7	%
Excess tax deficiency from stock-based compensation		338	(2.1)	%
Other		62	(0.4)	%
Change in valuation allowance		6,135	(38.7)	%
Effective tax rate	$	13	(0.1)	%

*For the year ended December 31, 2025, the states of Alabama and Tennessee comprised greater than 50% of the state income tax benefit in this category.

The reconciliation of the U.S. federal statutory rate to the consolidated effective tax rate as of December 31, 2024 is as follows:


Tax benefit at U.S. statutory rate	21.0	%
State income tax benefit, net of federal benefit	1.4	%
Nondeductible expenses	(7.8)	%
State law changes	0.2	%
Other	(0.7)	%
Change in valuation allowance	(14.2)	%
Effective tax rate	(0.1)	%

Schedule of components of net deferred income taxes

The significant components of the Company’s net deferred income taxes are as follows (in thousands):


		December 31,
		2025			2024
Deferred tax assets:
Tax goodwill		$	2,497		$	2,549
Net operating loss carryforwards			27,277			29,733
Inventory			46			94
Acquired intangibles			720			2,000
Revenue interest obligation			476			631
Interest expense			2,646			4,485
Research and development costs			-			2,375
Operating lease liability			919			193
Litigation costs			1,606			3,713
Other			2,606			2,262
Total assets			38,793			48,035
Deferred tax liabilities:
Operating lease right-to-use assets			(425)			(188)
Prepaid expenses			(561)			(441)
Total liabilities			(986)			(629)

Total net deferred tax asset			37,807			47,406
Valuation allowance			(37,807)			(47,406)
Net deferred tax asset, net of valuation allowance		$	—		$	—

Intangible Assets - Amortization (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 1.1	$ 1.1
Amortization
Year ended December 31, 2026	1.1
Year ended December 31, 2027	$ 0.4
Acquired products
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization period	10 years
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization period	10 years

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

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-Topic 220
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-Name Accounting Standards Codification
-Section 55
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-18

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-URI https://asc.fasb.org/1943274/2147476148/220-40-50-6

+ Details

Divestiture of CIED Business - Assets and liabilities (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Carrying amounts of major classes of assets included in discontinued operations:
Total current assets	$ 1,980
Total non-current assets	6,505
Carrying amounts of the major classes of liabilities included in discontinued operations:
Total current liabilities	315
CIED Business \| Discontinued Operations, Disposed of by Sale
Carrying amounts of major classes of assets included in discontinued operations:
Inventory	1,980
Total current assets	1,980
Property and equipment, net	102
Intangible assets, net	5,673
Operating lease right-of-use assets and other assets	730
Total non-current assets	6,505
Total assets of discontinued operations	8,485
Carrying amounts of the major classes of liabilities included in discontinued operations:
Current operating lease liabilities	315
Total current liabilities	315
Long-term operating lease liabilities	407
Total liabilities of discontinued operations	$ 722

Long-Term Debt

12 Months Ended

Dec. 31, 2025

Long-Term Debt

Long-Term Debt

Note 10. Long-Term Debt

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”). An initial draw of $21 million was made in August 2022, and an additional $4 million was made on December 14, 2022. The SWK Loan Facility also allowed for the establishment of a separate, new asset-based revolving loan facility of up to $8 million, which was not entered into before termination of the SWK Loan Facility, as described below. The SWK Loan Facility also included both minimum revenue and liquidity covenants, restrictions as to payment of dividends, and was secured by all assets of the Company, subject to certain customary exceptions. See below for discussion of an amendment to the minimum liquidity covenant in May 2025.

All of the SWK Loan Facility borrowings took the form of Secured Overnight Financing Rate (“SOFR”) loans and bore interest at a rate per annum equal to the sum of an applicable margin of (i) 7.75% and the “Term SOFR Rate” (based upon an interest period of 3 months), or (ii) if the Company elected the PIK Interest option (as defined below), 3.75% and the “Term SOFR Rate.” The Company could elect a portion of the interest due, to be paid in-kind at a rate per annum of 4.5% (“PIK Interest”), and such election could be made until November 15, 2025. The “Term SOFR Rate” was subject to a floor of 2.75%. The agreement governing the SWK Loan Facility also included an exit fee equal to 6.5% of the aggregate principal amount funded prior to termination plus $112,500. The weighted average interest rate on the SWK Loan Facility was 12.5% and 13.4% for the years ended December 31, 2025 and 2024, respectively.

On August 10, 2022 (the “Closing Date”), 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 Closing Date. 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 SWK common stock. Unless earlier exercised or terminated in accordance with its terms, the SWK Warrant will expire on the seventh anniversary of the Closing Date. Upon issuance, the Company valued the SWK Warrant at approximately $0.6 million using the Black-Scholes model. The recognition of the SWK Warrant as well as deferred financing costs of approximately $0.5 million incurred in securing the SWK Loan Facility served to reduce the recorded value of the associated debt. The debt discount and deferred financing costs are recognized as interest expense through the maturity of the loan.

In May 2025, Elutia entered into a fourth amendment (the “Fourth Amendment”) to the SWK Loan Facility. The Fourth Amendment, among other things: (i) allowed for 100% of the interest payment due in May 2025 to be paid as PIK Interest, (ii) removed mandatory repayment obligations related to non-ordinary course asset sales, (iii) allowed the Company to request that SWK advance a new term loan in the amount of up to $5.0 million, which advance will be in the sole and absolute discretion of SWK and (iv) fixed the amount of the minimum liquidity covenant to be $8.0 million. In consideration for the Fourth Amendment, the Company agreed to issue SWK 50,000 shares of its Class A Common Stock in a private placement.

In August 2025, the Company entered into a fifth amendment (the “Fifth Amendment”) to the SWK Loan Facility, which, among other things, provided that the following amounts were capitalized into the unpaid principal balance of the SWK Loan Facility: (i) all accrued and unpaid interest due and owing to the lenders on the payment date in August 2025, (ii) a $50,000 amendment fee agreed to by the Company on June 30, 2025, and (iii) a $10,000 amendment fee to be paid pursuant to the Fifth Amendment.

Prior to the May 2025 amendment described above, the SWK Loan Facility Agreement required certain mandatory prepayments, subject to certain exceptions, with: (1) 100% of any net casualty proceeds in excess of $250,000 and (2) for non-ordinary course asset sales, an amount equal to the difference between (x) the proportion of divested gross profit (as defined in the SWK Loan Facility Agreement) to the Company’s total gross profit (as defined in the SWK Loan Facility Agreement) multiplied by the outstanding loans under the SWK Loan Facility and (y) the difference between $1,000,000 and the aggregate sale proceeds of any assets previously sold during the fiscal year. The closing of the divestiture of the Orthobiologics Business in November 2023 triggered a mandatory prepayment of $4.0 million. Of such amount, $2.0 million was paid shortly after closing of the divestiture in 2023 and the remainder was paid in February 2024 based on mutual agreement between the parties.

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) which is recorded within Other expense (income), net in the accompanying statement of operations.

As of December 31, 2024, the Company’s long-term debt was comprised of SWK Loan Facility balance, net of unamortized discount and deferred financing fees of $23.9 million less the current portion of $1.3 million resulting from an amendment to the SWK Loan Facility in September 2024 which, among other items, served to defer the commencement of principal repayment from November 2024 to November 2025.

In addition to the above, in 2024, the Company financed the annual premiums of certain insurance policies through short-term financing arrangements and included the liabilities associated with such arrangements within accrued liabilities in accompanying consolidated balance sheet. The fair value of all debt instruments, which is based on inputs considered to be Level 2 under the fair value hierarchy, approximates the respective carrying values as of December 31, 2025 and 2024.

- 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.

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+ Details

Summary of Significant Accounting Policies - Net Loss per Share (Details) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Net Loss per Share Attributable to Common Stockholders
Preferred stock, shares authorized (in shares)	10,000,000
Preferred stock par value (in dollar per share)	$ 0.001
Preferred shares issued (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
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.

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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross	$ 2,794	$ 892
Less: accumulated depreciation and amortization	(283)	(221)
Property and equipment, net	2,511	671
Depreciation expense	100	100
Processing and research equipment
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross	1,285
Property and equipment, gross		673
Leasehold improvements
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross	43
Property and equipment, gross		96
Office equipment and furniture
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross	30
Property and equipment, gross		30
Computer hardware and software
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross	73
Property and equipment, gross		$ 93
Assets under construction
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross	$ 1,363

Stock-Based Compensation - Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2024	Dec. 31, 2025	Dec. 31, 2024
Employee Stock Option
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%
Vesting period		4 years
Employee Stock Option \| Maximum
Stock-Based Compensation
Contractual term		10 years
Options that vest 10th day after FDA's approval of CanGarooRM product
Number of Shares
Granted	390,625
Options that vest on achievements of price thresholds
Number of Shares
Granted			162,500
Outstanding at the end		345,011
Other Disclosures
Share price threshold period			20 days
Period to recognize costs			3 years
2020 Plan
Number of Shares
Outstanding at the beginning		3,220,991
Granted		503,781
Forfeited		(426,831)
Outstanding at the end		3,297,941	3,220,991
Vested and exercisable at the end		2,195,285
Weighted- Average Exercise Price
Outstanding at the beginning (in dollars per share)		$ 5.23
Granted (in dollars per share)		1.39
Forfeited (in dollars per share)		4.39
Outstanding at the end (in dollars per share)		4.75	$ 5.23
Vested and exercisable at the end (in dollars per share)		$ 5.43
Weighted-Average Remaining Contractual Term (years)
Outstanding (in years)		7 years 1 month 6 days	7 years 3 months 18 days
Vested and exercisable (in years)		6 years 6 months
Aggregate Intrinsic Value
Aggregate Intrinsic Value (in dollars)			$ 475
Other Disclosures
Weighted average grant date fair value of options granted		$ 1.13	$ 2.38
2020 Plan \| Employee Stock Option
Other Disclosures
Total unrecognized compensation expense		$ 1,500
Weighted-average recognition period		1 year 1 month 6 days

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Stock-Based Compensation
Stock-based compensation expense	$ 4,397	$ 7,043
Sales and marketing
Stock-Based Compensation
Stock-based compensation expense	500	635
General and administrative
Stock-Based Compensation
Stock-based compensation expense	3,141	5,273
Research and development
Stock-Based Compensation
Stock-based compensation expense	578	964
Cost of goods sold
Stock-Based Compensation
Stock-based compensation expense	$ 178	$ 171

Divestiture of CIED Business - Non-cash reconciliation (Details) - CIED Business - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Significant operating non-cash reconciliation items:
Depreciation and amortization	$ 1,569	$ 2,368
Stock-based compensation	817	848
Changes in operating assets and liabilities:
Inventory	(1,013)	(933)
Operating lease right-of-use assets	257	344
Operating lease liabilities	(231)	$ (348)
Significant investing items:
Expenditures for property, plant and equipment	$ (27)

Intangible Assets

12 Months Ended

Dec. 31, 2025

Intangible Assets

Intangible Assets

Note 9. Intangible Assets

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. A substantial portion of the assets acquired consisted of intangible assets related to the acquired products and customer relationships.

The components of identified intangible assets as of December 31, 2025 and 2024 are as follows (in thousands):


		December 31, 2025									December 31, 2024
					Accumulated									Accumulated
		Cost			Amortization			Net			Cost			Amortization			Net
Acquired products		$	7,689		$	(6,600)		$	1,089		$	7,689		$	(5,831)		$	1,858
Customer relationships			3,070			(2,630)			440			3,070			(2,328)			742
Total		$	10,759		$	(9,230)		$	1,529		$	10,759		$	(8,159)		$	2,600

Acquired products and customer relationships are both amortized over a ten-year period. Amortization expense totaled approximately $1.1 million for each of the years ended December 31, 2025 and 2024, which is included in Cost of goods sold in the accompanying consolidated statements of operations. Annual amortization expense is expected to be approximately $1.1 million during the year ending December 31, 2026 and approximately $0.4 million during the year ending December 31, 2027.

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2025	Mar. 04, 2026	Jun. 30, 2025
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2025
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 65,092,716
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Philadelphia, Pennsylvania
Entity Central Index Key	0001708527
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A Common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		42,784,848
Class B Common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0

Summary of Significant Accounting Policies - Concentration of Credit risk (Details) - Customer concentration risk - customer	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Revenues
Concentration Risk [Line Items]
Number of major customer	1	2
Revenues \| One Customer
Concentration Risk [Line Items]
Concentration risk (as a percent)	18.00%	13.00%
Revenues \| Another customer
Concentration Risk [Line Items]
Concentration risk (as a percent)		10.00%
Accounts Receivable
Concentration Risk [Line Items]
Number of major customer	1	1
Accounts Receivable \| One Customer
Concentration Risk [Line Items]
Concentration risk (as a percent)	13.00%	14.00%

- 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

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482861/275-10-50-20

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
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-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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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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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478785/954-310-50-2

+ 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

Fair Value Measurements

12 Months Ended

Dec. 31, 2025

Fair Value Measurements

Fair Value Measurements

Note 12. Fair Value Measurements

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 December 31, 2024 Using:
		Level 1			Level 2			Level 3			Total
Assets:
Money market fund		$	10,850		$	—		$	—		$	10,850
Total		$	10,850		$	—		$	—		$	10,850
Liabilities:
Warrant liability		$	—		$	16,076		$	—		$	16,076
Total		$	—		$	16,076		$	—		$	16,076


		Fair Value Measurements at December 31, 2025 Using:
		Level 1			Level 2			Level 3			Total
Assets:
Money market fund		$	32,786		$	—		$	—		$	32,786
Total		$	32,786		$	—		$	—		$	32,786
Liabilities:
Warrant liability		$	—		$	3,124		$	—		$	3,124
Total		$	—		$	3,124		$	—		$	3,124

The warrant liability in the tables above consists of the fair value of 2025 Prefunded Warrants, 2024 Prefunded Warrants and 2023 Prefunded Warrants (as defined in Note 14 below) to purchase the Company’s Class A Common Stock. The prior year warrant liability was updated to be presented as a level 2 measurement as there was an observable input in determining its fair value. See Note 14 for discussion of the Company’s valuation methods and related impacts on the consolidated statement of operations relative to the warrant liability.

See Note 11 for discussion of the fair valuation of the Company’s Revenue Interest Obligation.

The following table provides a rollforward of the Revenue Interest Obligation categorized with Level 3 inputs for the years ended December 31, 2025 and 2024 (in thousands):


	Revenue Interest Obligation
Balance, January 1, 2024	$	17,101
Payments on Revenue Interest Obligation		(7,400)
Interest accrued to Revenue Interest Obligation		1,632
Gain on revaluation of Revenue Interest Obligation		(1,443)
Balance, December 31, 2024	$	9,890
Payments on Revenue Interest Obligation		(4,400)
Interest accrued to Revenue Interest Obligation		295
Loss on revaluation of Revenue Interest Obligation		1,443
Balance, December 31, 2025	$	7,228

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(3)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

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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-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Commitment and Contingencies - FiberCel Litigation (Details) $ in Millions	40 Months Ended	41 Months Ended	52 Months Ended
	Dec. 31, 2024 lawsuit	Dec. 31, 2025 USD ($) lawsuit case	Dec. 31, 2025 USD ($) lawsuit case
FiberCel Litigation Product Lability
Legal Proceedings
Number of lawsuits filed or asserted	110
Number of active lawsuits or claims filed or asserted		5	5
Lawsuits or claims where settlements have been reached but not yet been paid		35	35
Number of cases settled		104	104
Lawsuits not settled or adjudicated \| case		5	5
Total amount of settlements \| $		$ 28.8
Total settlement outlays paid through insurance proceeds \| $		9.6
Total estimated liability \| $		6.8	$ 6.8
Litigation and claims settlement not paid \| $		5.8	5.8
Liability for cases not settled or adjudicated \| $		$ 1.0	$ 1.0
Number case where statute of limitations has elapsed		1	1
FiberCel Litigation Product Lability, Negligence, Breach of Express and Implied warranties, and Punitive Damages
Legal Proceedings
Number of active lawsuits or claims filed or asserted		1	1

Divestiture of CIED Business - Financial results (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Sale of Orthobiologics Business
Gain on sale of Orthobiologics Business	$ 80,211	$ 180
CIED Business \| Discontinued Operations, Disposed of by Sale
Financial results
Net sales	10,552	9,907
Cost of goods sold	6,096	5,918
Gross profit	4,456	3,989
Sales and marketing	7,208	7,554
General and administrative	421	584
Research and development	787	786
Total operating expenses	8,416	8,924
Interest Expense	2,892	3,847
Gain on sale of CIED Business	(76,273)
Tax impact of gain on sale of CIED Business	170
Net loss	$ 69,251	$ (8,782)

Net Loss Per Share

12 Months Ended

Dec. 31, 2025

Net Loss Per Share

Net Loss Per Share

Note 16. 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 14), 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 warrants (see Note 14), outstanding stock options, outstanding RSUs, and shares issuable under the ESPP. The treasury stock method was used to calculate the potential dilutive effect of these common stock equivalents.


		Year Ended
(in thousands, except share and per share data)		December 31,
		2025			2024
Numerator:
Net loss from continuing operations		$	(15,871)		$	(45,345)
Income (loss) from discontinued operations			69,251			(8,604)
Net income (loss)			53,380			(53,949)
Less: dilutive gain on revaluation of warrant liability			(13,424)			—
Net income (loss) for dilutive earnings per share		$	39,956		$	(53,949)

Denominator:
Weighted average number of common shares - basic			41,416,850			29,071,113
Effect of dilutive prefunded warrants			4,525,937			—
Weighted average number of common shares - diluted			45,942,787			29,071,113

Net loss from continuing operations per share - basic		$	(0.38)		$	(1.56)
Net loss from continuing operations per share - diluted		$	(0.64)		$	(1.56)
Net income (loss) from discontinued operations per share - basic		$	1.67		$	(0.30)
Net income (loss) from discontinued operations per share - diluted		$	1.51		$	(0.30)
Net income (loss) per share - basic		$	1.29		$	(1.86)
Net income (loss) per share - diluted		$	0.87		$	(1.86)

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 attributable to common stockholders:


	December 31,
	2025	2024
Options to purchase common stock	3,297,941	3,220,991
Restricted stock units	726,805	1,417,123
Class A common stock warrants	187,969	187,969
2023 Prefunded Warrants	—	3,573,326
2024 Prefunded Warrants	—	725,000
2025 Prefunded Warrants	—	—
Total	4,212,715	9,124,409

Segment Information (Tables)

12 Months Ended

Dec. 31, 2025

Segment Information

Schedule of sales, cost of goods sold and gross profit by segment

For the year ended December 31, 2025, the Company’s segment gross profit was comprised of the following (in thousands):


		Women's Health		Cardiovascular		Total
Net sales	$	9,138	$	3,155	$	12,293
Cost of goods sold, excluding intangible asset amortization		3,986		634		4,620
Segment gross profit	$	5,152	$	2,521	$	7,673

For the year ended December 31, 2024, the Company’s segment gross profit was comprised of the following (in thousands):


		Women's Health		Cardiovascular		Total
Net sales	$	11,553	$	2,914	$	14,467
Cost of goods sold, excluding intangible asset amortization		5,568		1,107		6,675
Segment gross profit	$	5,985	$	1,807	$	7,792

Reconciliation of segment gross profit to the consolidated loss before provision for income taxes

The following table is a reconciliation of segment gross profit to the consolidated loss before provision for income taxes for the years ended December 31, 2025 and 2024 (in thousands):


		Year Ended
		December 31,
		2025			2024

Segment gross profit		$	7,673		$	7,792
Adjustments:
Intangible asset amortization expense			1,077			1,077
Sales and marketing			5,765			4,988
General and administrative			15,080			18,073
Research and development			4,163			2,998
Litigation costs, net			8,499			11,368
Loss from operations			(26,911)			(30,712)
Interest expense			(387)			934
Loss on revaluation of warrant liability			(13,424)			14,878
Other (income) expense, net			2,758			(1,186)
Loss from continuing operations before provision for income taxes		$	(15,858)		$	(45,338)

Summary of Significant Accounting Policies - Accounts Receivable and Allowances (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Accounts Receivable and Allowances
Allowance for doubtful accounts	$ 0.5	$ 0.6

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Taxes

Income Taxes

Note 13. Income Taxes

The Company is subject to income taxes in the United States. Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are calculated based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using the enacted income tax rates expected to be in effect during the years in which the temporary differences are expected to reverse.

The Company has elected to prospectively adopt the guidance in ASU No. 2023-09 (see Note 3). The reconciliation of the U.S. federal statutory rate to the consolidated effective tax rate for continuing operations as of December 31, 2025 is as follows:


		Amount	Percent
Tax benefit at U.S. statutory rate	$	(3,330)	21.0	%
State income tax benefit, net of federal benefit*		(379)	2.4	%
Nondeductible expenses:
Revaluation of warrant liability		(2,813)	17.7	%
Excess tax deficiency from stock-based compensation		338	(2.1)	%
Other		62	(0.4)	%
Change in valuation allowance		6,135	(38.7)	%
Effective tax rate	$	13	(0.1)	%

*For the year ended December 31, 2025, the states of Alabama and Tennessee comprised greater than 50% of the state income tax benefit in this category.

The reconciliation of the U.S. federal statutory rate to the consolidated effective tax rate as of December 31, 2024 is as follows:


Tax benefit at U.S. statutory rate	21.0	%
State income tax benefit, net of federal benefit	1.4	%
Nondeductible expenses	(7.8)	%
State law changes	0.2	%
Other	(0.7)	%
Change in valuation allowance	(14.2)	%
Effective tax rate	(0.1)	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes as well as net operating loss carryforwards. The significant components of the Company’s net deferred income taxes are as follows (in thousands):


		December 31,
		2025			2024
Deferred tax assets:
Tax goodwill		$	2,497		$	2,549
Net operating loss carryforwards			27,277			29,733
Inventory			46			94
Acquired intangibles			720			2,000
Revenue interest obligation			476			631
Interest expense			2,646			4,485
Research and development costs			-			2,375
Operating lease liability			919			193
Litigation costs			1,606			3,713
Other			2,606			2,262
Total assets			38,793			48,035
Deferred tax liabilities:
Operating lease right-to-use assets			(425)			(188)
Prepaid expenses			(561)			(441)
Total liabilities			(986)			(629)

Total net deferred tax asset			37,807			47,406
Valuation allowance			(37,807)			(47,406)
Net deferred tax asset, net of valuation allowance		$	—		$	—

During the year ended December 31, 2025, the Company realized the value of deferred tax assets totaling $9.6 million and the corresponding valuation allowance was reversed in connection with its taxable income generated from the gain on sale of its CIED Business. The Company did not recognize any deferred benefit for income taxes for the years ended December 31, 2024 as the increases to the net deferred tax asset of $8.4 million was offset by corresponding increases to the Company’s deferred tax asset valuation allowance due to the uncertainty of realizing the deferred tax assets.

The Company evaluates the need for deferred tax asset valuation allowances based on a more likely than not standard. The ability to realize deferred tax assets depends on the ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction. Valuation allowances are established when necessary to reduce deferred tax assets to amounts that are more likely than not to be realized. Based on the uncertainty of future taxable income generation, as of December 31, 2025 and 2024, the Company has provided valuation allowances against all deferred tax assets.

The Company regularly assesses the realizability of its deferred tax assets. Changes in historical earnings performance and future earnings projections, among other factors, may cause the Company to adjust its valuation allowance, which would impact the Company’s income tax expense in the period the Company determines that these factors have changed.

The income tax expense for the years ended December 31, 2025 and 2024 relates to current amounts due on certain state tax obligations. Furthermore, state taxes totaling $0.2 million related to the gain on sale of the CIED Business is recorded within Income (loss) from Discontinued Operations in the accompanying consolidated statements of operations. During the year ended December 31, 2025, the Company’s income taxes paid (net of refunds received) was not material.

As of December 31, 2025, the Company had remaining net operating loss carryforwards for federal income tax purposes of approximately $118.6 million, comprised of $6.6 million that will expire beginning in 2038 and 112.0 million that have no expiration date. The Company also had state net operating loss carryforwards of approximately $42.4 million that will expire beginning in 2031. Utilization of the net operating loss carryforwards may be subject to an annual limitation under Section 382 of the Code, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. If the Company has experiences a change of control, as defined by Section 382, utilization of the net operating loss carryforwards would be subject to an annual limitation under Section 382. Any limitation may result in the expiration of a portion of the net operating loss carryforwards before utilization.

In July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law. The OBBBA amends U.S. tax laws, including provisions related to bonus depreciation and deductions for research and development expenses. The OBBBA accelerated the deductibility of the Company’s previously capitalized research and development expenses..

As of December 31, 2025 and 2024, the Company had no unrecognized tax benefits.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 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

Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

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 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, and in June 2023, the number of shares of Class A common stock reserved for issuance under the 2020 Plan was increased by 2,000,000 shares. 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 December 31, 2025, the Company had 1,597,158 shares of Class A common stock available for issuance under the 2020 Plan, and on January 1, 2026, the shares available for issuance were increased by 1,711,394 pursuant to the automatic increase provisions of the plan.

In March 2026, the Company established the Elutia Inc. 2026 Inducement Award Plan (the “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 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 have contractual terms of ten years and generally vest over a four-year period from the date of grant.

A summary of stock option activity under the Company’s 2015 Plan and 2020 Plan for the years ended December 31, 2025 is as follows:


				Weighted-
				Average
		Weighted-		Remaining		Aggregate
		Average		Contractual		Intrinsic
		Exercise		Term		Value
	Number of Shares	Price		(years)		(in thousands)
Outstanding, December 31, 2024	3,220,991	$	5.23		7.3	$	475
Granted	503,781	$	1.39
Exercised	—	$	—
Forfeited	(426,831)	$	4.39
Outstanding, December 31, 2025	3,297,941	$	4.75		7.1	$	-
Vested and exercisable, December 31, 2025	2,195,285	$	5.43		6.5	$	-

As of December 31, 2025, there was approximately $1.5 million of total unrecognized compensation expense related to unvested stock options. These costs are expected to be recognized over a weighted-average period of 1.1 years. The weighted average grant date fair value of options granted during the years ended December 31, 2025 and 2024 were $1.13 and $2.38, respectively. The total intrinsic value of options exercised during the year ended December 31, 2024 was not material.

The Company uses the Black-Scholes model to value its stock option grants that vest based on the passage of time or the achievement of certain performance criteria 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 options during the years ended December 31, 2025 and 2024:


	Year Ended
	December 31,
	2025		2024
Expected term (years)	5.7		5.9
Risk-free interest rate	4.0	%	3.3	%
Volatility factor	107.1	%	84.2	%
Dividend yield	—		—

In January 2024, the Company granted 390,625 options that vested on a defined date following the U.S. Food and Drug Administration’s (“FDA”) clearance of EluPro. With the FDA’s clearance of EluPro in June 2024, such vesting occurred in August 2024. Consistent with the above, these performance vesting options were valued using the Black-Scholes model. During the year ended December 31, 2024, the Company also granted 162,500 stock options that vest in equal installments 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 December 31, 2025, 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 RSUs or the shares issued in settlement of the award.

A summary of the RSU activity under the Company’s 2020 Plan for the year ended December 31, 2025 is as follows:


				Weighted-
				Average
		Number of Shares		Grant Date
		Underlying RSUs		Fair Value
Unvested, December 31, 2024		1,417,123		$	3.58
Granted		155,000		$	2.55
Vested		(821,197)		$	3.56
Forfeited		(24,121)		$	3.67
Unvested, December 31, 2025		726,805		$	3.38

The total fair value of the RSUs granted during the years ended December 31, 2025 and 2024 was $0.4 million and $8.5 million, respectively. 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 December 31, 2025, $1.6 million of unrecognized compensation costs related to RSUs is expected to be recognized over a weighted average period of 1.1 years.

During the year ended December 31, 2024, the Company granted 554,375 RSUs that vested on a defined date following the FDA’s clearance of EluPro. With the FDA’s clearance of EluPro in June 2024, such vesting occurred in August 2024. These performance vesting RSUs were valued using the fair value of the Company’s Class A common stock on the date of grant. The Company has also granted 162,500 RSUs that vest in equal installments 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 December 31, 2025, 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 the Elutia Inc. 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 December 31, 2025, the total shares of Class A common stock authorized for

issuance under the ESPP was 1,126,448, of which 763,965 remained available for future issuance. During the year ended December 31, 2025, 59,268 shares of Class A common stock were issued under the ESPP.

Stock-Based Compensation Expense

Stock-based compensation expense recognized during the years ended December 31, 2025 and 2024 was comprised of the following (in thousands):


	Year Ended
	December 31,
	2025		2024
Sales and marketing	$	500	$	635
General and administrative		3,141		5,273
Research and development		578		964
Cost of goods sold		178		171
Total stock-based compensation expense	$	4,397	$	7,043

Long-Term Debt (Details) - USD ($)				1 Months Ended					12 Months Ended
Long-Term Debt (Details) - USD ($)	Oct. 01, 2025	Dec. 14, 2022	Aug. 10, 2022	Aug. 31, 2025	Jun. 30, 2025	May 31, 2025	Nov. 30, 2023	Aug. 31, 2022	Dec. 31, 2025	Dec. 31, 2024	Nov. 08, 2023
Long-Term Debt
Gain on extinguishment of debt									$ (1,287,000)
Class A Common stock
Long-Term Debt
Common stock, par value (in dollar per share)									$ 0.001	$ 0.001
SWK Loan Facility
Long-Term Debt
Maximum borrowing capacity			$ 25,000,000
Proceeds from issuance of debt		$ 4,000,000						$ 21,000,000
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]			us-gaap:SecuredOvernightFinancingRateSofrMember
Basis spread on variable rate			7.75%
Interest in-kind spread basis			3.75%
Debt Instrument, Interest In Kind			4.50%
Exit fee (as a percent)			6.50%
Exit fee termination plus			$ 112,500
Weighted average interest rate									12.50%	13.40%
Issuable shares in consideration of debt modification						50,000
Percentage of casualty proceeds in excess of $250,000 to redeem loan balance			100.00%
Casualty proceeds threshold amount in excess of which is used to redeem loan balance			$ 250,000
Threshold amount in excess of which exempted from mandatory prepayment			$ 1,000,000
Percentage of interest that can be paid as PIK interest						100.00%
Loan amendment fees				$ 10,000	$ 50,000
Mandatory prepayment triggered by divestiture of Orthobiologics Business											$ 4,000,000
Prepayment amount of loan	$ 27,800,000						$ 2,000,000
Minimum liquidity to be maintained						$ 8,000,000
Total amount outstanding	26,900,000
Gain on extinguishment of debt	1,300,000
Write-off of deferred financing fees upon refinancing of related debt	$ 400,000
Facility balance										$ 23,900,000
Facility balance, current										$ 1,300,000
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
Warrant value			$ 600,000
Deferred financing costs			$ 500,000
SWK Loan Facility \| Minimum
Long-Term Debt
Basis spread on variable rate			2.75%
New Asset-Based Revolving Loan Facility
Long-Term Debt
Maximum borrowing capacity			$ 8,000,000
SWK Loan Facility-Term Loan
Long-Term Debt
Maximum borrowing capacity						$ 5,000,000

Commitment and Contingencies - Viable Bone Matrix Litigation (Details) $ in Millions	1 Months Ended	29 Months Ended	31 Months Ended
	Jul. 31, 2023 person	Dec. 31, 2025 USD ($) lawsuit	Dec. 31, 2025 USD ($) lawsuit
Viable Bone Matrix Litigation
Legal Proceedings
Number of lawsuits filed or asserted		28
Number of active lawsuits or claims filed or asserted		11	11
Lawsuits or claims where settlements have been reached but not yet been paid		3	3
Patients treated with product from the single donor lot. \| person	2
Number of individuals received tissue from the recalled VBM lot \| person	36
Claim where the statute of limitation to file a lawsuit has elapsed		4	4
Number of cases settled		16	16
Lawsuits not settled or adjudicated		15	15
Total amount of settlements \| $			$ 1.5
Total estimated liability \| $		$ 4.4	4.4
Litigation and claims settlement not paid \| $		$ 1.0	$ 1.0
Number of case settled and paid		13
Lawsuits dismissed		1	1
Viable Bone Matrix Litigation, Fraudulent Inducement
Legal Proceedings
Number of active lawsuits or claims filed or asserted		1	1

Commitment and Contingencies - Insurance Receivables (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Commitment and Contingencies.
Receivable from litigation costs	$ 4.8	$ 4.8

Stock-Based Compensation (Details) - shares	1 Months Ended	12 Months Ended
Stock-Based Compensation (Details) - shares	Jun. 30, 2023	Dec. 31, 2025	Mar. 31, 2026	Jan. 01, 2026	Jun. 08, 2023
2020 Plan
Stock-Based Compensation
Options granted		503,781
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	2,000,000
Number of shares available for grant		1,597,158
Increased availability from the automatic increase				1,711,394
Inducement Plan
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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(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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+ Details

Fair Value Measurements - Fair Value Hierarchy (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems
(Gain) loss on revaluation of warrant liability	$ (13,424)	$ 14,878
Gain on revaluation of revenue interest obligation		(1,443)
Fair Value, Recurring
FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems
Assets	32,786	10,850
Liabilities	3,124	16,076
Fair Value, Recurring \| Warrant Liability
FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems
Liabilities	3,124	16,076
Fair Value, Recurring \| Money market fund
FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems
Assets	32,786	10,850
Fair Value, Recurring \| Level 1
FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems
Assets	32,786	10,850
Fair Value, Recurring \| Level 1 \| Money market fund
FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems
Assets	32,786	10,850
Fair Value, Recurring \| Level 2
FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems
Liabilities	3,124	16,076
Fair Value, Recurring \| Level 2 \| Warrant Liability
FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems
Liabilities	$ 3,124	$ 16,076

Stock-Based Compensation - Option Valuation Assumption (Details)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Weighted-average assumptions were used to determine the fair value of options
Dividend yield	0.00%
Employee Stock Option
Weighted-average assumptions were used to determine the fair value of options
Expected term (years)	5 years 8 months 12 days	5 years 10 months 24 days
Risk-free interest rate	4.00%	3.30%
Volatility factor	107.10%	84.20%

Stock-Based Compensation - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
2020 Plan
Weighted-Average Grant Date Fair Value
Stock option outstanding	3,297,941	3,220,991
Restricted stock units
Weighted-Average Grant Date Fair Value
Total fair value of the restricted stock units granted	$ 0.4	$ 8.5
Unrecognized compensation costs	$ 1.6
Weighted-average recognition period	1 year 1 month 6 days
Restricted stock units \| 2020 Plan
Number of Shares Underlying RSUs
Unvested at the beginning	1,417,123
Granted	155,000
Vested	(821,197)
Forfeited	(24,121)
Outstanding at the end	726,805	1,417,123
Weighted-Average Grant Date Fair Value
Unvested at the beginning (in dollars per share)	$ 3.58
Granted (in dollars per share)	2.55
Vested (in dollars per share)	3.56
Forfeited (in dollars per share)	3.67
Unvested at the ending (in dollars per share)	$ 3.38	$ 3.58
RSUs that vest 10th day after FDA's approval of CanGarooRM product
Number of Shares Underlying RSUs
Granted		554,375
RSUs that vest on achievements of price thresholds
Number of Shares Underlying RSUs
Granted		162,500
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
RSUs that vest on achievements of price thresholds \| Minimum
Weighted-Average Grant Date Fair Value
Vesting period	3 years
RSUs that vest on achievements of price thresholds \| Maximum
Weighted-Average Grant Date Fair Value
Vesting period	4 years

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 36,350	$ 13,239
Accounts receivable, net	1,734	2,276
Inventory	2,617	1,931
Insurance receivables of litigation costs	4,846	4,760
Prepaid expenses and other current assets	2,271	1,986
Divestiture proceeds receivable	8,000
Current assets of discontinued operations		1,980
Total current assets	55,818	26,172
Property and equipment, net	2,511	671
Intangible assets, net	1,529	2,600
Operating lease right-of-use assets and other	2,492	179
Noncurrent assets of discontinued operations		6,505
Total assets	62,350	36,127
Current liabilities:
Accounts payable	4,791	4,149
Accrued expenses	4,352	7,104
Current portion of long-term debt		1,250
Current portion of revenue interest obligation	4,400	4,400
Contingent liability for legal proceedings	11,241	20,432
Current operating lease liabilities	355	145
Current liabilities of discontinued operations		315
Total current liabilities	25,139	37,795
Long-term debt		22,603
Long-term revenue interest obligation	2,828	5,490
Warrant liability	3,124	16,076
Long-term operating lease liabilities	3,587	16
Noncurrent liabilities of discontinued operations		407
Total liabilities	34,678	82,387
Commitments and contingencies
Stockholders' equity (deficit):
Additional paid-in capital	203,842	183,298
Accumulated deficit	(176,213)	(229,593)
Total stockholders' deficit	27,672	(46,260)
Total liabilities and stockholders' deficit	62,350	36,127
Class A Common stock
Stockholders' equity (deficit):
Common stock	$ 43	31
Class B Common stock
Stockholders' equity (deficit):
Common stock		$ 4

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Inventory
Raw materials	$ 239	$ 68
Finished goods	2,378	1,863
Total	$ 2,617	$ 1,931

Income Taxes - Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
reconciliation of the U.S. federal Statutory rate to the consolidated effective tax rate - Amount
Tax benefit at U.S. statutory rate	$ (3,330)
State income tax benefit, net of federal benefit	(379)
State law changes	(2,813)
Excess tax deficiency from stock-based compensation	338
Other	62
Change in valuation allowance	6,135
Income Tax Expense (Benefit), Total	$ 13	$ 7
reconciliation of the U.S. federal Statutory rate to the consolidated effective tax rate - Percent
Tax benefit at U.S. statutory rate	21.00%	21.00%
State income tax benefit, net of federal benefit	2.40%	1.40%
Nondeductible expenses		(7.80%)
State law changes	17.70%	0.20%
Excess tax deficiency from stock-based compensation	2.10%
Other	(0.40%)	(0.70%)
Change in valuation allowance	(38.70%)	(14.20%)
Effective tax rate	(0.10%)	(0.10%)

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 12,293	$ 14,467
Cost of goods sold	5,697	7,752
Gross profit	6,596	6,715
Sales and marketing	5,765	4,988
General and administrative	15,080	18,073
Research and development	4,163	2,998
Litigation costs, net	8,499	11,368
Total operating expenses	33,507	37,427
Loss from continuing operations	(26,911)	(30,712)
Interest (income) expense, net	387	(934)
(Gain) loss on revaluation of warrant liability	(13,424)	14,878
Other expense (income), net	2,758	(1,186)
Loss from continuing operations before provision for income taxes	(15,858)	(45,338)
Income tax expense	13	7
Net loss from continuing operations	(15,871)	(45,345)
(Income) loss from discontinued operations	69,251	(8,604)
Net income (loss)	53,380	(53,949)
Less: dilutive gain on revaluation of warrant liability	(13,424)
Net income (loss) for dilutive earnings per share	$ 39,956	$ (53,949)
Net loss from continuing operations per share - basic (in dollars per share)	$ (0.38)	$ (1.56)
Net loss from continuing operations per share - diluted (in dollars per share)	(0.64)	(1.56)
Net income (loss) from discontinued operations per share - basic (in dollars per share)	1.67	(0.3)
Net income (loss) from discontinued operations per share - diluted (In dollars per share)	1.51	(0.3)
Net income (loss) per share - basic (in dollar per share)	1.29	(1.86)
Net income (loss) per share - diluted (in dollar per share)	$ 0.87	$ (1.86)
Weighted average common shares outstanding - basic (in shares)	41,416,850	29,071,113
Weighted average common shares outstanding - diluted (in shares)	45,942,787	29,071,113

Leases

12 Months Ended

Dec. 31, 2025

Leases

Leases

Note 8. Leases

As of December 31, 2025, the Company leases one administrative facility under a non-cancelable operating lease arrangement that expires in June 2028 and one administrative, research and production facility under a non-cancelable operating lease arrangement that expires in January 2036 with early termination options in May 2029 and May 2033.

The following is a summary of the Company’s ROU assets and operating lease liabilities as of December 31, 2025 and 2024 (in thousands):


		December 31,
	Classification on the Balance Sheet	2025			2024
Assets
Operating leases assets	Operating lease right-of-use assets and other	$	2,426		$	154

Liabilities
Operating leases current liabilities	Current operating lease liabilities and other		355			145
Operating leases non-current liabilities	Long-term operating lease liabilities		3,587			16
Total lease liabilities		$	3,942		$	161

Weighted average remaining lease term			9.5			0.9
Weighted average discount rate			12.1	%		13.1	%

For the years ended December 31, 2025 and 2024, the Company recognized operating lease costs of approximately $0.5 million and $0.2 million, respectively. Cash paid for amounts included in the measurement of operating lease liabilities are included in operating cash flows and were approximately $0.1 million and $0.2 million for the years ended December 31, 2025 and 2024, respectively.

The table below reconciles the Company’s future cash obligations to the operating lease liabilities recorded on the balance sheet as of December 31, 2025 (in thousands):


Years ending December 31,
2026	$	202
2027		806
2028		759
2029		711
2030		732
Thereafter		4,076
Total minimum lease payments		7,286
Less: amount of lease payments representing interest		(3,344)
Present value of future minimum lease payments		3,942
Less: current operating lease liabilities		(355)
Long-term operating lease liabilities	$	3,587

Common Stock and Warrants - Warrant Activity (Details) - USD ($) $ in Millions				12 Months Ended
	Feb. 04, 2025	Jun. 16, 2024	Sep. 21, 2023	Dec. 31, 2025	Dec. 31, 2024
Common stock warrants
Warrants
Proceeds from exercise of warrants					$ 15.7
Outstanding					11,033,804
Conversions of Common Warrants to 2023 Prefunded Warrants					(3,896,130)
Exercised					(7,137,674)
2024 Prefunded Warrants
Warrants
Outstanding				725,000
Issued					725,000
Outstanding				725,000	725,000
2023 Prefund Warrants
Warrants
Outstanding				3,573,326	503,058
Conversions of Common Warrants to 2023 Prefunded Warrants					3,896,130
Exercised				(250,000)	(825,862)
Outstanding				3,323,326	3,573,326
2025 Prefunded Warrants
Warrants
Issued				480,000
Outstanding				480,000
Registered Direct Offering of Common Stock and Warrants and Private Placement \| 2025 Prefunded Warrants
Warrants
Transaction fees				$ 0.1	$ 0.3
Registered Direct Offering of Common Stock and Warrants
Warrants
Transaction fees	$ 1.3	$ 1.4
Private Placement
Warrants
Transaction fees			$ 1.1

Net Loss Per Share - Anti-dilutive securities (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	4,212,715	9,124,409
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	3,297,941	3,220,991
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	726,805	1,417,123
Class A Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	187,969	187,969
2023 Prefund Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)		3,573,326
2024 Prefunded Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)		725,000

Inventory

12 Months Ended

Dec. 31, 2025

Inventory

Inventory

Note 6. Inventory

Inventory as of December 31, 2025 and 2024 was comprised of the following (in thousands):


		December 31,
		2025			2024
Raw materials		$	239		$	68
Finished goods			2,378			1,863
Total		$	2,617		$	1,931

Retirement Plan

12 Months Ended

Dec. 31, 2025

Retirement Plan

Retirement Plan

Note 15. Retirement Plan

The Company has a defined contribution savings plan under section 401(k) of the Internal Revenue Code. The plan covers substantially all employees. The Company matches employee contributions made to the plan according to a specified formula. The Company’s matching contributions totaled approximately $0.1 million for both the years ended December 31, 2025 and 2024, respectively. Matching contributions are a component of employee compensation. Accrued employee compensation as of December 31, 2025 and 2024 totaled $2.4 million and $2.2 million, respectively and is included in Accrued Expenses in the accompanying consolidated balance sheets.

Leases - Future cash obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Future minimum lease commitments under non-cancelable operating leases
2026	$ 202
2027	806
2028	759
2029	711
2030	732
Thereafter	4,076
Lessee, Operating Lease, Liability, to be Paid, Year Four	711
Total minimum lease payments	7,286
Less: amount of lease payments representing interest	3,344
Present value of future minimum lease payments	3,942	$ 161
Less: current obligations under leases	355	145
Long-term operating lease liabilities	$ 3,587	$ 16

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value Measurements

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 December 31, 2024 Using:
		Level 1			Level 2			Level 3			Total
Assets:
Money market fund		$	10,850		$	—		$	—		$	10,850
Total		$	10,850		$	—		$	—		$	10,850
Liabilities:
Warrant liability		$	—		$	16,076		$	—		$	16,076
Total		$	—		$	16,076		$	—		$	16,076


		Fair Value Measurements at December 31, 2025 Using:
		Level 1			Level 2			Level 3			Total
Assets:
Money market fund		$	32,786		$	—		$	—		$	32,786
Total		$	32,786		$	—		$	—		$	32,786
Liabilities:
Warrant liability		$	—		$	3,124		$	—		$	3,124
Total		$	—		$	3,124		$	—		$	3,124

Summary of rollforward of the aggregate fair values of the preferred stock warrant liability and Revenue Interest Obligation

The following table provides a rollforward of the Revenue Interest Obligation categorized with Level 3 inputs for the years ended December 31, 2025 and 2024 (in thousands):


	Revenue Interest Obligation
Balance, January 1, 2024	$	17,101
Payments on Revenue Interest Obligation		(7,400)
Interest accrued to Revenue Interest Obligation		1,632
Gain on revaluation of Revenue Interest Obligation		(1,443)
Balance, December 31, 2024	$	9,890
Payments on Revenue Interest Obligation		(4,400)
Interest accrued to Revenue Interest Obligation		295
Loss on revaluation of Revenue Interest Obligation		1,443
Balance, December 31, 2025	$	7,228

Inventory (Tables)

12 Months Ended

Dec. 31, 2025

Inventory

Summary of inventory

Inventory as of December 31, 2025 and 2024 was comprised of the following (in thousands):


		December 31,
		2025			2024
Raw materials		$	239		$	68
Finished goods			2,378			1,863
Total		$	2,617		$	1,931

Common Stock and Warrants - Warrants fair value rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Warrants
Warrant liability	$ 16,076
Loss (gain) on revaluation of warrant liability	13,424	$ (14,878)
Warrant liability	3,124	16,076
Offering Warrants
Warrants
Warrant liability	16,076	12,760
Fair value upon issuance	1,200	2,464
Loss (gain) on revaluation of warrant liability	(13,424)	14,878
Conversions of Common Warrants to 2023 Prefunded Warrants		5,558
Exercised	(728)	(19,584)
Warrant liability	3,124	16,076
Common stock warrants
Warrants
Warrant liability		11,670
Loss (gain) on revaluation of warrant liability		13,740
Conversions of Common Warrants to 2023 Prefunded Warrants		(8,898)
Exercised		(16,512)
2023 Prefund Warrants
Warrants
Warrant liability	13,365	1,090
Loss (gain) on revaluation of warrant liability	(10,345)	891
Conversions of Common Warrants to 2023 Prefunded Warrants		14,456
Exercised	(728)	(3,072)
Warrant liability	2,292	13,365
2024 Prefunded Warrants
Warrants
Warrant liability	2,711
Fair value upon issuance		2,464
Loss (gain) on revaluation of warrant liability	(2,211)	247
Warrant liability	500	$ 2,711
2025 Prefunded Warrants
Warrants
Fair value upon issuance	1,200
Loss (gain) on revaluation of warrant liability	(868)
Warrant liability	$ 332

Leases - ROU asses and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Assets
Operating lease right-of-use assets	$ 2,426	$ 154
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Liabilities
Current operating lease liabilities	$ 355	$ 145
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Current	Other Liabilities, Current
Long-term operating lease liabilities	$ 3,587	$ 16
Total lease liabilities	$ 3,942	$ 161
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]		Long-term operating lease liabilities, Other Liabilities, Current
Weighted average remaining lease term	9 years 6 months	10 months 24 days
Weighted average discount rate	12.10%	13.10%

Commitment and Contingencies - License and Supply (Details) - License agreement with Cook Biotech - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2017
Cook Biotech License and Supply Agreements
Percentage of royalty on sales			3.00%
Royalty expense	$ 0.0	$ 0.0
Final license fee payable in October 2026.	$ 0.1

Divestiture of CIED Business

12 Months Ended

Dec. 31, 2025

Divestiture of CIED Business

Divestiture of CIED Business

Note 4. Divestiture of CIED Business

As described in Note 2, on October 1, 2025, the Company completed the sale of its CIED Business and the CIED Business met the criteria for reporting as discontinued operations in accordance with ASC 205-20 - Discontinued Operations. The related assets and liabilities of the CIED Business are classified as assets and liabilities of discontinued operations as of December 31, 2024 in the consolidated balance sheets and the results of operations from the CIED Business are reported as discontinued operations in the consolidated statements of operations for the years ended December 31, 2025 and 2024. Applicable amounts in the prior year have been recast to conform to this discontinued operations presentation.

The following tables shows the assets and liabilities of the discontinued operations as of December 31, 2024:


Carrying amounts of the major classes of assets included in discontinued operations:
Inventory	$	1,980
Total current assets		1,980
Property and equipment, net		102
Intangible assets, net		5,673
Operating lease right-of-use assets and other		730
Total non-current assets		6,505
Total assets of discontinued operations	$	8,485


Carrying amounts of the major classes of liabilities included in discontinued operations:
Current operating lease liabilities	$	315
Total current liabilities		315
Long-term operating lease liabilities		407
Total liabilities of discontinued operations	$	722

In accordance with ASC 205-20, only expenses specifically identifiable and related to a business to be disposed may be presented in discontinued operations. The following table shows the financial results of the discontinued operations for the years ended December 31, 2025 and 2024, with the year ended December 31, 2025 including the financial results from January 1, 2025 through the transaction closing date of October 1, 2025.


	Year Ended
	December 31,
	2025		2024
Net sales	$	10,552	$	9,907
Cost of goods sold		6,096		5,918
Gross profit		4,456		3,989
Sales and marketing		7,208		7,554
General and administrative		421		584
Research and development		787		786
Total operating expenses		8,416		8,924
Interest expense		2,892		3,847
Gain on sale of CIED Business		(76,273)		—
Tax impact of gain on sale of CIED Business		170		—
Income (loss) from discontinued operations	$	69,251	$	(8,782)


	Year Ended
	December 31,
	2025			2024
Significant operating non-cash reconciliation items:
Depreciation and amortization	$	1,569		$	2,368
Stock-based compensation		817			848
Changes in operating assets and liabilities:
Inventory		(1,013)			(933)
Operating lease right-of-use		257			344
Operating lease liabilities		(231)			(348)

Significant investing items:
Expenditures for property and equipment		(27)			—

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
OPERATING ACTIVITIES:
Net loss	$ 53,380	$ (53,949)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,785	3,451
Gain on sale of Business	(80,211)	(180)
Loss on early repayment of debt	(1,287)
(Gain) loss on revaluation of warrant liability	(13,424)	14,878
Gain on revaluation of revenue interest obligation		(1,443)
Interest expense recorded as additional revenue interest obligation or long-term debt	3,827	3,076
Stock-based compensation	5,214	7,891
Bad debt expense	458	460
Other	(608)	(216)
Changes in operating assets and liabilities:
Payments on revenue interest obligation	(2,200)
Accounts receivable	84	527
Inventory	(1,641)	(58)
Receivables of litigation costs	(86)	(2,064)
Prepaid expenses and other	(285)	743
Accounts payable and accrued expenses	(6,547)	(1,148)
Contingent liability for legal proceedings	(9,191)	5,408
Other liabilities	1,132	(465)
Net cash used in operating activities	(44,810)	(22,657)
INVESTING ACTIVITIES:
Proceeds from sale of Business	80,435	180
Expenditures for property and equipment	(1,876)	(654)
Net cash used in investing activities	78,559	(474)
FINANCING ACTIVITIES:
Proceeds from public offering or private placement with warrants, net of offering costs	13,795	12,390
Proceeds (repayments) of long-term debt, net	(23,064)	(2,000)
Proceeds from exercises of Common Warrants and Prefunded Warrants		15,725
Payments on revenue interest obligation		(7,400)
Proceeds from insurance premium financings		1,400
Repayments of insurance premium financings	(1,101)	(1,995)
Payments for taxes upon vesting of restricted stock units	(380)	(1,188)
Proceeds from stock option exercises and issuance common stock under ESPP	112	162
Net cash provided by financing activities	(10,638)	17,094
Net increase (decrease) in cash and cash equivalents	23,111	(6,037)
Cash and cash equivalents, beginning of period	13,239	19,276
Cash and cash equivalents, end of period	36,350	13,239
Supplemental Cash Flow and Non-Cash Financing Activities Disclosures:
Cash paid for interest	7,492	5,288
Deferred proceeds from sale of CIED Business recognized as receivable	8,000
Issuance of common stock as payment under revenue interest obligation	2,281
Additions to operating lease right-of-use assets	2,271	1,141
Conversion of Common Warrants and Prefunded Warrants to common stock	$ 727	$ 19,584

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals) - USD ($) $ in Millions			12 Months Ended
	Feb. 04, 2025	Sep. 21, 2023	Dec. 31, 2025	Dec. 31, 2024
Registered Direct Offering of Common Stock and Warrants
Issuance and offering costs	$ 1.2		$ 1.1
Private Placement
Issuance and offering costs		$ 0.4		$ 1.1

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			12 Months Ended
	Feb. 04, 2025	Jun. 16, 2024	Dec. 31, 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		$ 1.1
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
2025 Prefunded Warrants
Common Stock and Warrants
Exercise price (in dollar per share)	$ 0.001
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
Amount allocated to issuance of the common stock		$ 1.1
Class A Common stock \| 2025 Prefunded Warrants
Common Stock and Warrants
Warrants sold	480,000
Price per warrant (in USD per share)	$ 2.499

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
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	42,784,848	30,897,232
Common stock, shares outstanding	42,784,848	30,897,232
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	4,313,406
Common stock, shares outstanding	0	4,313,406

Cybersecurity Risk Management and Strategy Disclosure

12 Months Ended

Dec. 31, 2025

Cybersecurity Risk Management, Strategy, and Governance [Line Items]

Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

We recognize the critical importance of maintaining the safety and security of our information technology systems and data, and we maintain a cybersecurity risk management program as a part of our overall risk management program that is focused on identifying, assessing and managing cybersecurity risk. Key elements of that program include:

●

Alignment with the National Institute of Standards and Technology Cybersecurity Framework to prevent, detect and respond to cyberattacks;

●

Engaging external cybersecurity experts in incident response development and management;

●

An information security training program instructing company employees with access to our networks how to be aware of, and help defend against cybersecurity risks;

●

Evaluating the cybersecurity risk of third party service providers; and

●

Business continuity plans and critical recovery backup systems.

Cybersecurity Risk Management Processes Integrated [Flag]

true

Cybersecurity Risk Management Processes Integrated [Text Block]

●

Alignment with the National Institute of Standards and Technology Cybersecurity Framework to prevent, detect and respond to cyberattacks;

●

Engaging external cybersecurity experts in incident response development and management;

●

An information security training program instructing company employees with access to our networks how to be aware of, and help defend against cybersecurity risks;

●

Evaluating the cybersecurity risk of third party service providers; and

●

Business continuity plans and critical recovery backup systems.

Cybersecurity Risk Management Third Party Engaged [Flag]

true

Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]

true

Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]

false

Cybersecurity Risk Board of Directors Oversight [Text Block]

Our Board is engaged in the oversight of cybersecurity threat risk management. As reflected in the Audit Committee’s charter, the Board has specifically delegated responsibility for oversight of cybersecurity matters to the Audit Committee, comprised solely of independent directors. The Audit Committee reviews and discusses our cybersecurity risks and threats and provides advice and guidance on the adequacy of the Company’s initiatives on, among other things, cybersecurity risk management. Periodic updates are provided to the Audit Committee on, among other things, our cybersecurity risks and threats, the status of projects to strengthen the Company’s information security systems, and the

emerging threat landscape. We also engage third parties to periodically evaluate and audit aspects of our information security programs, including conducting vulnerability assessments and penetration testing. These partnerships enable us to leverage specialized knowledge and insights, with the goal of ensuring our cybersecurity strategies and processes remain current. The results of those findings are reported to the Audit Committee and used to help identify potentially material risks and prioritize certain security initiatives.

Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]

Audit Committee

Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]

Periodic updates are provided to the Audit Committee on, among other things, our cybersecurity risks and threats, the status of projects to strengthen the Company’s information security systems, and the emerging threat landscape. We also engage third parties to periodically evaluate and audit aspects of our information security programs, including conducting vulnerability assessments and penetration testing. These partnerships enable us to leverage specialized knowledge and insights, with the goal of ensuring our cybersecurity strategies and processes remain current. The results of those findings are reported to the Audit Committee and used to help identify potentially material risks and prioritize certain security initiatives.

Cybersecurity Risk Role of Management [Text Block]

Our cybersecurity risk management program is supervised by our Director of Information Systems, who has over 20 years of relevant experience, and whose team is responsible for leading enterprise-wide information security strategy, policy, standards, architecture, and processes, as well as managing the Company’s information security and risk management awareness program.

Cybersecurity Risk Management Positions or Committees Responsible [Flag]

true

Cybersecurity Risk Management Positions or Committees Responsible [Text Block]

Director of Information Systems

Cybersecurity Risk Management Expertise of Management Responsible [Text Block]

Director of Information Systems, who has over 20 years of relevant experience, and whose team is responsible for leading enterprise-wide information security strategy, policy, standards, architecture, and processes, as well as managing the Company’s information security and risk management awareness program

Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]

We maintain and regularly update a cybersecurity incident response plan that outlines the steps we take to identify, investigate and take action in response to any potentially material cybersecurity incidents. Our incident response plan is designed to ensure that our Director of Information Systems and members of our senior management team are timely informed of and consulted with respect to any potentially material cybersecurity incidents.

Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]

true

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ 53,380	$ (53,949)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Revenue Interest Obligation

12 Months Ended

Dec. 31, 2025

Revenue Interest Obligation

Revenue Interest Obligation

Note 11. Revenue Interest Obligation

As part of the CorMatrix asset acquisition described in Note 9, the Company assumed a restructured, long-term obligation (the “Initial Revenue Interest Obligation”) to Ligand Pharmaceuticals (“Ligand”) with an estimated present value on the acquisition date of $27.7 million. Subject to annual minimum payments of $2.75 million per year, the terms of the Initial Revenue Interest Obligation required 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. Furthermore, a $5.0 million payment would be due to Ligand if cumulative sales of these products exceed $100 million and a second $5.0 million will be due if cumulative sales exceed $300 million or the assets related to CanGaroo and any substantially similar products undergo a change of control during the ten-year term of the agreement which expires on May 31, 2027.

In January 2024, the Company entered into an amendment to the Revenue Interest Obligation (the “Amended Revenue Interest Obligation”). Pursuant to the Amended Revenue Interest Obligation, the parties modified and restructured the Revenue Interest Obligation by revising the annual minimum payments for 2024 and each subsequent fiscal year during the term of the agreement from $2.75 million to $4.4 million. Such minimums are payable quarterly within 30 days after each quarter-end date. Additionally, the Company made payments totaling $3.0 million (50% paid in January 2024 and 50% paid in April 2024) in satisfaction of all royalty obligations for the first three fiscal quarters of 2023 and made a payment in February 2024 of $1.1 million in satisfaction of the royalty obligations for the fourth quarter of 2023. Furthermore, as part of the Amended Revenue Interest Obligation, Ligand waived the Company’s obligation to make the $5.0 million milestone payment that became due to Ligand in the second quarter of 2023. Total payments to Ligand during the year ended December 31, 2024 were $7.4 million.

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. Moreover, also in October 2025, a further amendment to the Amended Revenue Interest Obligation was executed which eliminated the provision that a $5.0 million milestone payment would be due if cumulative sales exceed $300 million or the assets related to CanGaroo and any substantially similar products undergo a change of control.

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 consolidated statements of operations using the catch-up method. 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 expense (income), net in the accompanying consolidated statement 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 in Other expense (income), net to reverse the original gain and a reduction of $0.6 million in Interest (income) expense, net to reverse the overstatement of interest expense. The out of period correction is not material to the consolidated financial statements.

As of December 31, 2025 and 2024, the short-term portion of the Amended Revenue Interest Obligation is comprised of the annual minimum payments of $4.4 million.

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
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

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, 2023	$ 19	$ 4	$ 137,021	$ (175,644)	$ (38,600)
Balance (in shares) at Dec. 31, 2023	18,884,196	4,313,406
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock	$ 3		9,669		9,672
Issuance of common stock (in shares)	3,175,000
Exercises of Common Warrants and Prefunded Warrants	$ 8		29,744		29,752
Exercises of Common Warrants and Prefunded Warrants (in shares)	7,963,373
Issuance of common stock under Employee Stock Purchase Plan and exercise of stock options			155		155
Issuance of common stock under Employee Stock Purchase Plan and exercise of stock options (in shares)	96,658
Vesting of restricted stock units, net of shares withheld and taxes paid	$ 1		(1,189)		(1,188)
Vesting of restricted stock units, net of shares withheld and taxes paid (in shares)	776,045
Stock-based compensation			7,891		7,891
Exercise of stock options			7		7
Exercise of stock options (in shares)	1,960
Net income (loss)				(53,949)	(53,949)
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	$ 6		12,590		12,596
Issuance of common stock (in shares)	5,520,000
Issuance of common stock as payment of interest	$ 1		2,281		2,282
Issuance of common stock as payment of interest (in shares)	1,155,528
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 and exercise of stock options			112		112
Issuance of common stock under Employee Stock Purchase Plan and exercise of stock options (in shares)	59,268
Vesting of restricted stock units, net of shares withheld and taxes paid	$ 1		(380)		(379)
Vesting of restricted stock units, net of shares withheld and taxes paid (in shares)	589,504
Stock-based compensation			5,214		5,214
Net income (loss)				53,380	53,380
Conversion of Class B Common Stock to Class A Common Stock	$ 4	$ (4)
Conversion of Class B Common Stock to Class A Common Stock (in shares)	4,313,406	(4,313,406)
Balance at Dec. 31, 2025	$ 43		$ 203,842	$ (176,213)	$ 27,672
Balance (in shares) at Dec. 31, 2025	42,784,848

Retirement Plan (Details) - USD ($) $ in Millions	12 Months Ended
Retirement Plan (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Retirement Plan
Employer matching contributions	$ 0.1
Accrued employee compensation	$ 2.4	$ 2.2

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

+ Details

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Stock-Based Compensation

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

A summary of stock option activity under the Company’s 2015 Plan and 2020 Plan for the years ended December 31, 2025 is as follows:


				Weighted-
				Average
		Weighted-		Remaining		Aggregate
		Average		Contractual		Intrinsic
		Exercise		Term		Value
	Number of Shares	Price		(years)		(in thousands)
Outstanding, December 31, 2024	3,220,991	$	5.23		7.3	$	475
Granted	503,781	$	1.39
Exercised	—	$	—
Forfeited	(426,831)	$	4.39
Outstanding, December 31, 2025	3,297,941	$	4.75		7.1	$	-
Vested and exercisable, December 31, 2025	2,195,285	$	5.43		6.5	$	-

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


	Year Ended
	December 31,
	2025		2024
Expected term (years)	5.7		5.9
Risk-free interest rate	4.0	%	3.3	%
Volatility factor	107.1	%	84.2	%
Dividend yield	—		—

Schedule of RSU activity


				Weighted-
				Average
		Number of Shares		Grant Date
		Underlying RSUs		Fair Value
Unvested, December 31, 2024		1,417,123		$	3.58
Granted		155,000		$	2.55
Vested		(821,197)		$	3.56
Forfeited		(24,121)		$	3.67
Unvested, December 31, 2025		726,805		$	3.38

Schedule of stock-based compensation expense recognized

Stock-based compensation expense recognized during the years ended December 31, 2025 and 2024 was comprised of the following (in thousands):


	Year Ended
	December 31,
	2025		2024
Sales and marketing	$	500	$	635
General and administrative		3,141		5,273
Research and development		578		964
Cost of goods sold		178		171
Total stock-based compensation expense	$	4,397	$	7,043

Income Taxes - Paragraphs (Details) $ in Thousands	12 Months Ended
Income Taxes - Paragraphs (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Operating Loss Carryforwards [Line Items]
Change in valuation allowance	$ 6,135
Increase in deferred tax assets	8,400
Unrecognized tax benefits	0
CIED Business \| Discontinued Operations, Disposed of by Sale
Operating Loss Carryforwards [Line Items]
Change in valuation allowance	(9,600)
State taxes related to the gain on sale of the CIED Business	200
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	118,600
Net operating loss carryforwards will expire	6,600
Net operating loss carryforwards that have no expiration date	112,000
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards will expire	$ 42,400

Stock-Based Compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan	12 Months Ended
	Dec. 31, 2025 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	1,126,448
Awards available for grant	763,965
Shares issued under ESPP	59,268

Fair Value Measurements - Rollforward of Level 3 (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Interest accrued to Revenue Interest Obligation	$ 3,827	$ 3,076
Revenue Interest Obligation
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning	9,890	17,101
Payments On Revenue Interest Obligation	(4,400)	(7,400)
Interest accrued to Revenue Interest Obligation	295	1,632
(Gain) loss on revaluation of revenue interest obligation	1,443	(1,443)
Balance at the ending	$ 7,228	$ 9,890

Segment Information - Disaggregation (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($) customer	Dec. 31, 2024 USD ($) customer
Segment Reporting Information [Line Items]
Number of reportable segments	2
Net sales	$ 12,293	$ 14,467
Cost of goods sold	5,697	7,752
Gross profit	$ 6,596	$ 6,715
Revenues \| Customer concentration risk
Segment Reporting Information [Line Items]
Number of major customer \| customer	1	2
Revenues \| Customer concentration risk \| One Customer
Segment Reporting Information [Line Items]
Concentration risk (as a percent)	18.00%	13.00%
Revenues \| Customer concentration risk \| Another customer
Segment Reporting Information [Line Items]
Concentration risk (as a percent)		10.00%
Women's Health \| Revenues \| Customer concentration risk
Segment Reporting Information [Line Items]
Number of major customer \| customer		1
Women's Health \| Revenues \| Customer concentration risk \| One Customer
Segment Reporting Information [Line Items]
Number of major customer		13
Cardiovascular \| Revenues \| Customer concentration risk \| Another customer
Segment Reporting Information [Line Items]
Concentration risk (as a percent)		10.00%
Women's Health \| Revenues \| Customer concentration risk
Segment Reporting Information [Line Items]
Number of major customer \| customer	1
Women's Health \| Revenues \| Customer concentration risk \| One Customer
Segment Reporting Information [Line Items]
Concentration risk (as a percent)	18.00%
Cardiovascular \| Revenues \| Customer concentration risk
Segment Reporting Information [Line Items]
Number of major customer \| customer		1
Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	$ 12,293	$ 14,467
Cost of goods sold	4,620	6,675
Gross profit	7,673	7,792
Operating Segments [Member] \| Women's Health
Segment Reporting Information [Line Items]
Net sales	9,138	11,553
Cost of goods sold	3,986	5,568
Gross profit	5,152	5,985
Operating Segments [Member] \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	3,155	2,914
Cost of goods sold	634	1,107
Gross profit	$ 2,521	$ 1,807

Common Stock and Warrants

12 Months Ended

Dec. 31, 2025

Common Stock and Warrants

Common Stock and Warrants

Note 14. Common Stock and Warrants

Registered Direct Offerings 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 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 Warrant liability in the accompanying consolidated balance sheets as of December 31, 2025 and December 31, 2024. Additionally, the Company allocated a portion of the transaction fees from the 2024 Registered Offering, 2025 Registered Offering and the Private Offering to the respective warrants and recognized the expense within Other expense (income), net. Such expenses totaled $0.1 million and $0.3 million for the years ended December 31, 2025 and 2024, respectively.

As noted above, the last exercise date for the Common Warrants was July 31, 2024. All Common Warrants outstanding were exercised by such date yielding exercise proceeds of $15.7 million during the year ended December 31, 2024. Certain of these exercises ultimately resulted in their conversion to 2023 Prefunded Warrants. The liability associated with the 2025 Prefunded Warrants, 2024 Prefunded Warrants and 2023 Prefunded Warrants is recorded as Warrant liability in the accompanying consolidated balance sheet as of December 31, 2025 and December 31, 2024. A summary of the warrant activity for the years ended December 31, 2025 and 2024, respectively is as follows:


	Common Warrants	2023 Prefunded Warrants	2024 Prefunded Warrants	2025 Prefunded Warrants
Outstanding, January 1, 2024	11,033,804	503,058	—	—
Issued	—	—	725,000	—
Conversions of Common Warrants to 2023 Prefunded Warrants	(3,896,130)	3,896,130	—	—
Exercised	(7,137,674)	(825,862)	—	—
Outstanding, December 31, 2024	—	3,573,326	725,000	—
Issued	—	—	—	480,000
Exercised	—	(250,000)	—	—
Outstanding, December 31, 2025	—	3,323,326	725,000	480,000

The valuation of the warrants is adjusted to fair value at each subsequent balance sheet date until the warrants are settled. The following table provides a rollforward of the aggregate fair value of the warrant liability for the years ended December 31, 2025 and 2024, respectively (in thousands):


		Common Warrants		2023 Prefunded Warrants		2024 Prefunded Warrants		2025 Prefunded Warrants		Total Offering Warrants
Warrant Liability, January 1, 2024	$	11,670	$	1,090	$	—	$	—	$	12,760
Fair value upon issuance		—		—		2,464				2,464
Loss on revaluation of warrant liability		13,740		891		247				14,878
Conversions of Common Warrants to 2023 Prefunded Warrants		(8,898)		14,456		—		—		5,558
Exercised		(16,512)		(3,072)		—		—		(19,584)
Warrant Liability, December 31, 2024		—		13,365		2,711		—		16,076
Fair value upon issuance		—		—		—		1,200		1,200
Gain on revaluation of warrant liability		—		(10,345)		(2,211)		(868)		(13,424)
Exercised		—		(728)		—		—		(728)
Warrant Liability, December 31, 2025	$	—	$	2,292	$	500	$	332	$	3,124

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 due to the exercise price per share of $0.001. As such warrants utilize quoted prices for the Company’s Class A common stock (similar assets in the active market), their fair valuation is deemed to be “Level 2” within the fair value hierarchy. The fair value adjustments have been recorded as (Gain) loss on revaluation of warrant liability in the accompanying consolidated statements of operations.

The Company had previously calculated the fair value of the Common Warrants immediately before exercise using the Black-Scholes option pricing model with the following inputs as of September 30, 2024:


Common stock price	$	4.96
Expected term (years)		0.1
Risk-free interest rate		5.5	%
Volatility factor		88.4	%
Dividend yield		—	%

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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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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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details