Elutia接納斯達克除牌通知 股價連續30日低於1美元

false
 0001708527
 
 
 
 
 
 
 
 0001708527
 
 
 2026-08-06
 2026-08-06
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 8-K 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date
of Report (Date of earliest event reported): August 7, 2026 (August
6, 2026)

 

ELUTIA INC.

(Exact name of registrant as specified in its
charter)

 

 
 Delaware
  
 001-39577
  
 47-4790334

 
 (State
or other jurisdiction of

 incorporation)

  
 (Commission

 File
 Number)

  
 (IRS
 Employer

 Identification
 No.)

 
 

20
Firstfield Road

 Gaithersburg,
MD 20878 

(Address
of principal executive offices) (Zip Code)

 

(240)
247-1170 

(Registrant’s
telephone number, including area code)

 

N/A

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

 

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

 

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

 
 

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

 
 

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

 
 

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

 
 

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

 

 
 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 
 Class A
 Common Stock, $0.001 par value per share
  
 ELUT
  
 The
 Nasdaq Capital
 Market

 
 

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

 

Emerging growth company ¨

 

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

 

 

 

  

  

 

 

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On August 6, 2026, Elutia Inc., a Delaware corporation (the “Company”
or “Elutia”), received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s Class A common stock,
par value $0.001 per share (the “Common Stock”), was below $1.00 per share, which is the minimum closing bid price (the “Minimum
Bid Price”) required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Notice”).
This Notice has no immediate effect on the listing of the Company’s Common Stock which will continue to trade on The Nasdaq Capital
Market under the symbol “ELUT,” subject to the Company’s compliance with the other Nasdaq listing requirements.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was
provided a compliance period of 180 calendar days from the date of the Notice, or until February 2, 2027 (the “Compliance Period”),
to regain compliance with the Minimum Bid Price requirement. If at any time during the Compliance Period, the closing bid price of the
Company’s Common Stock is at least $1.00 per share for a minimum of ten consecutive business days (unless the Nasdaq staff exercises
its discretion to extend this ten business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will provide the Company
written confirmation of compliance with the Minimum Bid Price, and the matter will be closed.

 

If the Company does not regain compliance during the Compliance Period,
the Company may be eligible for an additional 180-calendar day period to regain compliance with the Minimum Bid Price, provided that it
meets the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial
listing on The Nasdaq Capital Market (except the Minimum Bid Price requirement), and notifies Nasdaq of its intent to cure the deficiency
by effecting a reverse stock split of its Common Stock, if necessary. If Nasdaq determines that the Company is not eligible for an additional
180 calendar days compliance period or the Company will not be able to cure the deficiency with the Minimum Bid Price requirement within
the allotted compliance period, the Company’s stock will be subject to delisting.

 

The Company intends to monitor the closing bid price of the Common
Stock and assess its available options to regain compliance with the Minimum Bid Price requirement and continue listing on The Nasdaq
Capital Market. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price requirement or
will otherwise be in compliance with other applicable Nasdaq listing rules.

 

Forward-Looking Statements

 

Certain information contained in this Current Report on Form 8-K includes
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. We may, in some cases, use terms such as “intends,” “believes,”
“potential,” “anticipates,” “estimates,” “expects,” “plans,” “may,”
“could,” “might,” “likely,” “will,” “should” or other words that convey the
uncertainty of the future events or outcomes to identify these forward-looking statements. Our forward-looking statements are based on
current beliefs and expectations of our management team that involve risks, potential changes in circumstances, assumptions, and uncertainties,
including statements regarding our ability to regain compliance with Nasdaq’s continued listing requirements or maintain the listing
of our Common Stock on the Nasdaq Capital Market. These forward-looking statements are subject to risks and uncertainties, including risks
related to our ability to regain compliance with Nasdaq’s continued listing requirements or otherwise maintain compliance with any
other listing requirement of the Nasdaq Capital Market, the potential delisting of our shares from the Nasdaq Capital Market due to our
failure to comply with the applicable rules, and the other risks set forth in our filings with the Securities and Exchange Commission,
including in our Annual Report on Form 10-K and our subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
For all these reasons, actual results and developments could be materially different from those expressed in or implied by our forward-looking
statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this
Current Report on Form 8-K. We undertake no obligation to publicly update such forward-looking statements to reflect subsequent events
or circumstances unless required by law.

 

  

  

 

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits.

 

 
 Exhibit No.
  
 Exhibit Description

 
  
  
  

 
 104
  
 Cover Page Interactive Data File (formatted as Inline XBRL document)

 
 

  

  

 

 

SIGNATURES

 

Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

 

 
  
 ELUTIA INC.

 
  
 (Registrant)

 
  
  
  

 
 Date: August 7, 2026
 By:
 /s/ Matthew Ferguson

 
  
 Matthew Ferguson

 
  
 Chief Financial Officer