Elutia Inc 10-Q for FY2026 Q1

Elutia Inc. (ELUT)

10-Q 2026-05-15 For: 2026-03-31

Added on May 16, 2026

About this 10-Q

Elutia Inc filed this 10-Q on May 15, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $3.11M; up 5.5% from $2.95M a year earlier
Net loss: $7.47M; compared with a net loss of $3.93M a year earlier
Diluted EPS: -$0.17; compared with -$0.21 a year earlier

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Delaware		47-4790334
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

20 Firstfield Road Gaithersburg, MD		20878
(Address of principal executive offices)		(Zip Code)


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

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☐

		Page
FORWARD-LOOKING STATEMENTS		1
WEBSITE DISCLOSURE		2
TRADEMARKS, TRADE NAMES AND SERVICE MARKS		3
INDUSTRY AND OTHER DATA		3
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	40
Signatures		43


		March 31,			December 31,
		2026			2025
Assets
Current assets:
Cash and cash equivalents		$	28,488		$	36,350
Accounts receivable, net			2,068			1,734
Inventory			2,657			2,617
Insurance receivables of litigation costs			5,348			4,846
Prepaid expenses and other current assets			2,030			2,271
Divestiture proceeds receivables			8,000			8,000
Total current assets			48,591			55,818

Property and equipment, net			2,909			2,511
Intangible assets, net			1,260			1,529
Operating lease right-of-use assets and other			2,449			2,492
Total assets		$	55,209		$	62,350

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable		$	3,870		$	4,791
Accrued expenses			5,815			4,352
Current portion of revenue interest obligation			5,500			4,400
Contingent liability for legal proceedings			8,016			11,241
Current operating lease liabilities			524			355
Total current liabilities			23,725			25,139

Long-term revenue interest obligation			1,873			2,828
Warrant liability			3,389			3,124
Long-term operating lease liabilities			3,695			3,587
Total liabilities			32,682			34,678

Commitments and contingencies (Note 9)

Stockholders’ equity (deficit):
Class A Common stock, $0.001 par value per share, 200,000,000 shares authorized as of March 31, 2026 and December 31, 2025, and 44,208,236 and 42,784,848 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			44			43
Class B Common stock, $0.001 par value per share, 20,000,000 shares authorized as of March 31, 2026 and December 31, 2025, and no shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			—			—
Additional paid-in capital			206,165			203,842
Accumulated deficit			(183,682)			(176,213)
Total stockholders’ equity			22,527			27,672
Total liabilities and stockholders' equity		$	55,209		$	62,350


	Three Months Ended
	March 31,
	2026		2025
Net sales	$	3,114	$	2,951
Cost of goods sold		1,312		1,569
Gross profit		1,802		1,382
Sales and marketing		1,480		995
General and administrative		4,091		3,721
Research and development		1,973		871
Litigation costs, net		606		2,572
Total operating expenses		8,150		8,159
Loss from continuing operations		(6,348)		(6,777)
Interest (income) expense, net		(108)		184
Loss (gain) on revaluation of warrant liability		1,655		(5,187)
Other (income) expense, net		(71)		105
Loss from continuing operations before provision for income taxes		(7,824)		(1,879)
Income tax expense		70		8
Net loss from continuing operations		(7,894)		(1,887)
Income (loss) from discontinued operations		425		(2,046)
Net loss		(7,469)		(3,933)
Less: dilutive gain on revaluation of warrant liability		—		(5,201)
Net loss for dilutive earnings per share	$	(7,469)	$	(9,134)

Net loss from continuing operations per share - basic	$	(0.18)	$	(0.05)
Net loss from continuing operations per share - diluted	$	(0.18)	$	(0.17)
Net income (loss) from discontinued operations per share - basic	$	0.01	$	(0.05)
Net income (loss) from discontinued operations per share - diluted	$	0.01	$	(0.05)
Net loss per share - basic	$	(0.17)	$	(0.10)
Net loss per share - diluted	$	(0.17)	$	(0.21)

Weighted average common shares outstanding - basic		42,998,504		38,616,207
Weighted average common shares outstanding - diluted		42,998,504		42,913,111


		Class A					Class B
		Common Stock					Common Stock
											Additional				Total
		Number of					Number of				Paid-in		Accumulated		Stockholders'
		Shares		Amount			Shares		Amount		Capital		Deficit		Equity (Deficit)
Balance, December 31, 2025		42,784,848		$	43		—		$	—	$	203,842	$	(176,213)	$	27,672
Exercise of stock options		1,875			—		—			—		2		—		2
Issuance of common stock under Employee Stock Purchase Plan		48,841			—		—			—		45		—		45
Vesting of restricted stock units, net of shares withheld and taxes paid		73,904			—		—			—		(44)		—		(44)
Stock-based compensation		—			—		—			—		931		—		931
Warrants exercise, net of administrative costs		1,298,768			1		—			—		1,389		—		1,390
Net loss		—			—		—			—		—		(7,469)		(7,469)
Balance, March 31, 2026		44,208,236		$	44		—		$	—	$	206,165	$	(183,682)	$	22,527

Balance, December 31, 2024		30,897,232		$	31		4,313,406		$	4	$	183,298	$	(229,593)	$	(46,260)
Issuance of common stock in connection with registered direct offering, net of issuance costs of $1.2 million		5,520,000			5		—			—		12,590		—		12,595
Issuance of common stock under Employee Stock Purchase Plan		31,558			—		—			—		80		—		80
Vesting of restricted stock units, net of shares withheld and taxes paid		103,558			1		—			—		(152)		—		(151)
Stock-based compensation		—			—		—			—		1,211		—		1,211
Net loss		—			—		—			—		—		(3,933)		(3,933)
Balance, March 31, 2025		36,552,348		$	37		4,313,406		$	4	$	197,027	$	(233,526)	$	(36,458)


Processing and research equipment		5 to 10 years
Office equipment and furniture		3 to 5 years
Computer hardware and software		3 years


Net sales	$	3,079
Cost of goods sold		1,998
Gross profit		1,081
Sales and marketing		2,042
General and administrative		150
Research and development		34
Total operating expenses		2,226
Interest expense		901
Net loss	$	(2,046)


Significant operating non-cash reconciliation items
Depreciation and amortization	$	594
Stock-based compensation		123
Changes in operating assets and liabilities:
Inventory		(206)
Prepaid expenses and other		83
Other liabilities		(74)

Significant investing items
Expenditures for property and equipment		(7)


				Weighted-
				Average
		Weighted-		Remaining		Aggregate
		Average		Contractual		Intrinsic
		Exercise		Term		Value
	Number of Shares	Price		(years)		(in thousands)
Outstanding, December 31, 2025	3,297,941	$	4.75		7.1	$	-
Granted	3,039,000	$	0.75
Exercised	(1,875)	$	0.69
Forfeited	(109,897)	$	4.44
Outstanding, March 31, 2026	6,225,169	$	2.81		8.4	$	945
Vested and exercisable, March 31, 2026	2,299,401	$	5.18		6.7	$	37


Expected term (years)		6.0
Risk-free interest rate		3.8
Volatility factor		105.5
Dividend yield		—


	2023 Prefunded Warrants	2024 Prefunded Warrants	2025 Prefunded Warrants
Outstanding, December 31, 2025	3,323,326	725,000	480,000
Exercised	(1,300,000)	—	—
Outstanding, March 31, 2026	2,023,326	725,000	480,000


		Three Months Ended
(in thousands, except share and per share data)		March 31,
		2026			2025
Numerator:
Net loss from continuing operations		$	(7,894)		$	(1,887)
Income (loss) from discontinued operations			425			(2,046)
Net loss			(7,469)			(3,933)
Less: dilutive gain on revaluation of warrant liability			—			(5,201)
Net loss for diluted earnings per share		$	(7,469)		$	(9,134)

Denominator:
Weighted average number of common shares - basic			42,998,504			38,616,207
Effect of dilutive common and prefunded warrants			—			4,296,904
Weighted average number of common shares - diluted			42,998,504			42,913,111

Net loss from continuing operations per share - basic		$	(0.18)		$	(0.05)
Net loss from continuing operations per share - diluted		$	(0.18)		$	(0.17)
Net income (loss) from discontinued operations per share - basic		$	0.01		$	(0.05)
Net income (loss) from discontinued operations per share - diluted		$	0.01		$	(0.05)
Net loss per share - basic		$	(0.17)		$	(0.10)
Net loss per share - diluted		$	(0.17)		$	(0.21)


		Women's Health		Cardiovascular		Total
Net sales	$	2,089	$	1,025	$	3,114
Cost of goods sold, excluding intangible asset amortization		891		151		1,042
Segment gross profit	$	1,198	$	874	$	2,072


				Weighted-
				Average
		Number of Shares		Grant Date
		Underlying RSUs		Fair Value
Unvested, December 31, 2025		726,805		$	3.38
Granted		30,000		$	1.22
Vested		(113,426)		$	3.40
Forfeited		(749)		$	3.61
Unvested, March 31, 2026		642,630		$	3.28


		Three Months Ended March 31,
		2026					2025					Change 2025 / 2026
					% of Net					% of Net
(in thousands, except percentages)		Amount			Sales		Amount			Sales		$		%
Net sales		$	3,114		100.0	%	$	2,951		100.0	%	$	163	5.5	%
Cost of goods sold			1,312		42.1	%		1,569		53.2	%		(257)	(16.4)	%
Gross profit			1,802		57.9	%		1,382		46.8	%		420	30.4	%
Sales and marketing			1,480		47.5	%		995		33.7	%		485	48.7	%
General and administrative			4,091		131.4	%		3,721		126.1	%		370	9.9	%
Research and development			1,973		63.4	%		871		29.5	%		1,102	126.5	%
Litigation costs, net			606		19.5	%		2,572		87.2	%		(1,966)	(76.4)	%
Total operating expenses			8,150		261.7	%		8,159		276.5	%		(9)	(0.1)	%
Loss from continuing operations			(6,348)		(203.9)	%		(6,777)		(229.7)	%		429	(6.3)	%
Interest (income) expense, net			(108)		(3.5)	%		184		6.2	%		(292)	(158.7)	%
Loss (gain) on revaluation of warrant liability			1,655		53.1	%		(5,187)		(175.8)	%		6,842	(131.9)	%
Other (income) expense, net			(71)		(2.3)	%		105		3.6	%		(176)	(167.6)	%
Loss from continuing operations before provision for income taxes			(7,824)		(251.3)	%		(1,879)		(63.7)	%		(5,945)	316.4	%
Income tax expense			70		2.2	%		8		0.3	%		62	NM	%
Net loss from continuing operations			(7,894)		(253.5)	%		(1,887)		(63.9)	%		(6,007)	318.3	%
Income (loss) from discontinued operations			425		13.6	%		(2,046)		(69.3)	%		2,471	(120.8)	%
Net income (loss)		$	(7,469)		(239.9)	%	$	(3,933)		(133.3)	%	$	(3,536)	89.9	%


Exhibit Number			Description	Form	File No.	Exhibit	Filing Date	Filed/ Furnished Herewith
2.1			Asset Purchase Agreement, dated September 17, 2023, by and among Elutia Inc., Berkeley Biologics, LLC, and GNI Group, Ltd. (solely with respect to Section 11.18)	8-K	001-39577	10.1	9/19/2023

3.1a		Restated Certificate of Incorporation of Elutia Inc.		8-K	001-39577	3.1	10/13/2020

3.1b			Certificate of Amendment to the Restated Certificate of Incorporation of Elutia Inc.	8-K	001-39577	3.1	09/07/2023

3.2	Amended and Restated Bylaws of Elutia Inc.	8-K	001-39577	3.2	10/13/2020

4.1	Second Amended and Restated Investor Rights Agreement, dated as of September 14, 2020, among the Registrant and the investors named therein	S-1	333-248788	4.1	09/14/2020

4.2	Specimen stock certificate evidencing the shares of Class A common stock	S-1	333-248788	4.2	09/14/2020

4.3	Specimen stock certificate evidencing the shares of Class B common stock	S-1/A	333-248788	4.3	09/30/2020

4.4	Warrant to Purchase Stock, issued on August 10, 2022, by Elutia Inc.to SWK Funding LLC.	8-K	001-39577	4.1	8/15/2022

4.5	Form of Common Warrant	8-K	001-39577	4.1	9/21/2023

4.6	2023 Form of Prefunded Warrant	8-K	001-39577	4.2	9/21/2023

4.7	Registration Rights Agreement, dated September 21, 2023, by and among Elutia Inc. and the Investors named therein	8-K	001-39577	10.2	9/21/2023

4.8	2024 Form of Prefunded Warrant	8-K	001-39577	4.1	6/18/2024

4.9	2025 Form of Prefunded Warrant	8-K	001-39577	4.1	2/4/2025

10.43	Elutia Inc. 2026 Inducement Award Plan	8-K	001-39577	10.1	3/9/2026

10.44	Form of Stock Option Agreement under the Elutia Inc. 2026 Inducement Award Plan	8-K	001-39577	10.2	3/9/2026

31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					*

31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					*

32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					**

32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					**

101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	*

101.SCH	Inline XBRL Taxonomy Extension Schema Document	*

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	*

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	*

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	*

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	*

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	*


	ELUTIA INC.

Date: May 15, 2026	By:	/s/ C. Randal Mills, Ph.D.
		C. Randal Mills, Ph.D.
		President and Chief Executive Officer
		(principal executive officer)

Date: May 15, 2026	By:	/s/ Matthew Ferguson
		Matthew Ferguson
		Chief Financial Officer
		(principal financial officer and principal accounting officer)