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重大事件 即時報告 8-K 2026-07-20

Elutia以最高1100萬美元出售SimpliDerm業務,集中資源開發NXT-41x

於 SEC 網站開啟原文

AI 繁中摘要

Elutia(納斯達克:ELUT)於2026年7月16日公佈,已簽訂最終協議,以最高1,100萬美元(USD)出售其SimpliDerm®人類無細胞真皮基質業務予Cellution Biologics Inc.。交易完成時將收取800萬美元現金,並在未來18個月內收取最多300萬美元的技術轉讓及商業里程碑付款。交割預計於2026年下半年完成,須符合慣常交割條件。 是次出售完成早前公佈的戰略檢討,讓Elutia集中資源開發下一代抗生素塗層生物基質產品NXT-41x,主攻美國約15億美元的整形及重建外科市場。交易所得資金屬非攤薄性資本,有助強化資產負債表,並為NXT-41x預計於2027年獲得監管批准及商業化推出提供額外資金。 行政總裁Randy Mills博士表示,此交易是強化資產負債表、專注核心業務的關鍵一步。SimpliDerm已建立良好聲譽,新買家將致力其持續發展。未來,NXT-41x有望重新定義乳癌手術後的軟組織加固方案,目前仍有高達三分之一的患者出現嚴重併發症,公司決心改變現狀。 對投資者而言,是次出售有三大潛在影響:1)即時獲得非攤薄現金,改善財務狀況;2)聚焦高增長、高需求的NXT-41x平台,提升未來收入潛力;3)減少非核心業務開支,降低營運風險。但需注意里程碑付款能否全數實現,以及NXT-41x的監管審批及商業化時間表存在不確定性。
展開英文正文
EX-99.1
3
tm2620864d1_ex99-1.htm
EXHIBIT 99.1

 

 

Exhibit 99.1

 

Elutia
Signs Definitive Agreement to Sell SimpliDerm® in Transaction Valued at up to $11 Million, Strengthening Balance Sheet
Ahead of NXT-41x Launch

 

·Transaction
 provides $8 million in cash at closing and up to $3 million in technology transfer and commercial
 milestone payments over the next 18 months

 

·Proceeds
 provide additional non-dilutive capital to advance NXT-41x toward anticipated clearance and
 targeted commercial launch in 2027

 

·Divestiture
 sharpens Elutia’s focus on NXT-41x and the $1.5 billion plastic and reconstructive
 surgery opportunity

 

GAITHERSBURG, Md., July 16, 2026 (GLOBE NEWSWIRE) -- Elutia Inc.
(Nasdaq: ELUT) (“Elutia” or the “Company”), a pioneer in drug-eluting biomatrix technologies, today announced
the signing of a definitive agreement to sell its SimpliDerm® human acellular dermal matrix business to Cellution Biologics Inc.
for total consideration of up to $11 million. Elutia will receive $8 million in cash at closing, along with up to $3 million in technology
transfer and commercial milestone payments over the next 18 months. Closing is expected to occur in the second half of 2026, subject
to customary closing conditions.

 

The divestiture completes Elutia’s previously announced strategic
process for SimpliDerm and focuses the Company’s resources on NXT-41x, its next-generation antibiotic-eluting biomatrix for plastic
and reconstructive surgery. The proceeds further strengthen Elutia’s balance sheet without equity dilution and provide additional
capital to support its planned commercial launch in 2027.

 

“This transaction is another decisive step in fortifying Elutia’s
balance sheet with non-dilutive capital and sharpening our focus on NXT-41x,” said Dr. Randy Mills, Chief Executive Officer
of Elutia. “SimpliDerm is a well-established regenerative solution developed by Elutia, and this transaction places the business
with an organization committed to its continued success. Looking ahead, we believe NXT-41x has the potential to redefine soft tissue
reinforcement for women undergoing surgery after breast cancer, a setting in which serious complications still affect as many as 1 in
3 patients. We are committed to changing that.”

 

Under the terms of the agreement, Elutia will receive $8 million in
cash at closing, along with up to an additional $3 million in technology transfer and commercial milestone payments payable over the
next 18 months.

 

NXT-41x is being developed for the approximately $1.5 billion U.S.
plastic and reconstructive surgery market, where Elutia believes antibiotic-eluting biomatrix technologies fulfill a significant unmet
need in soft tissue reinforcement.

 

  

  

 

 

About Elutia

 

Elutia
develops and commercializes drug-eluting biomatrix products to improve compatibility between medical devices and the patients who need
them. With a growing population in need of implantable technologies, Elutia’s mission is humanizing medicine so patients can thrive
without compromise. For more information, visit www.Elutia.com.

 

SimpliDerm® is a registered trademark of Elutia Inc.

 

Forward-Looking Statements

 

This press release contains “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. Forward-looking statements can be identified by words such as “projects,” “may,” “will,”
 “could,” “would,” “should,” “believes,” “expects,” “anticipates,”
 “estimates,” “intends,” “plans,” “potential,” “promise” or similar references
to future periods. All statements contained in this press release that do not relate to matters of historical fact should be considered
forward-looking statements, including any statements and information regarding whether or when the sale of the SimpliDerm® human
acellular dermal matrix business (the “Transaction”) will be consummated; the total consideration to be received by the Company
in the Transaction, including whether any of the technology transfer and commercial milestones will be achieved or any of the related
milestone payments will be received; the application of the anticipated proceeds of the Transaction; and the size of the U.S. breast
reconstruction market and the potential of the Company’s next-generation drug-eluting biomatrix pipeline to compete in that market,
including the timing and success of NXT-41 and NXT-41x. These forward-looking statements are based on our management’s beliefs
and assumptions and on information currently available to us. Additionally, such forward-looking statements are subject to a number of
known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements expressed or implied in the forward-looking statements,
including, but not limited to the following: (i) the occurrence of any event, change or other circumstance that could delay the
Transaction or give rise to the termination of the agreement related thereto; (ii) the risk that the technology transfer and commercial
milestone payments are reduced, delayed, or not earned or received; (iii) the outcome of any legal proceedings that may be instituted
against the Company following announcement of the Transaction; (iv) the inability to consummate the Transaction due to the failure
to satisfy the conditions to closing in the agreement related thereto; (v) the risk that the proposed Transaction disrupts the Company’s
current plans and operations as a result of the announcement of the Transaction, including the distraction of management and the Company’s
employees; (v) costs related to the Transaction; (vi) changes in applicable laws or regulations; and (vii) the other risks
discussed in the “Risk Factors” section of Elutia’s public filings with the Securities and Exchange Commission (“SEC”),
including Elutia’s Annual Report on Form 10-K for the year ended December 31, 2025, as such factors may be updated from
time to time in Elutia’s other filings with the SEC, accessible on the SEC’s website at www.sec.gov and the Investor Relations
page of Elutia’s website at https://investors.elutia.com. Because forward-looking statements are inherently subject to risks
and uncertainties, you should not rely on these forward-looking statements as predictions of future events. Any forward-looking statement
made by Elutia in this press release is based only on information currently available and speaks only as of the date on which it is made.
Except as required by applicable law, Elutia expressly disclaims any obligations to publicly update any forward-looking statements, whether
written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

Investors:

 

Elutia Investor Relations

[email protected]