Elutia Inc-A 2024年度报告

(Mark One) ☒Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year endedDecember 31, 2024or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For transition period fromtoCommission File Number:001-39577 (Exact name of registrant as specified in its charter) 12510 Prosperity Drive,Suite370Silver Spring,MD20904(Address of principal executive offices and Zip Code)(240)247-1170(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Name of each exchange on which registered Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15 (d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐ Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act) Yes☐No☒ The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of June30, 2024, the lastbusiness day of the registrant's most recently completed second fiscal quarter, was approximately $105,147,253based on the closing price of $4.96of the registrant’s Class A common stock as reported on the Nasdaq Capital Market on such date. Solely for the purposes of this disclosure, sharesof common stock held by the registrant’s executive officers, directors and certain of its stockholders as of such date have been excluded becausesuch holders may be deemed to be affiliates. As of March 3, 2025, there were36,423,482shares of the registrant’s Class A common stock and4,313,406shares of the registrant’sClass B common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2024 annual meeting of stockholders, which the registrant intends to filepursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS1TRADEMARKS, TRADE NAMES AND SERVICE MARKS1INDUSTRY AND OTHER DATA2RISK FACTORS SUMMARY2 PART I3 Item 1.Business3Item1A.Risk Factors25Item1B.Unresolved Staff Comments75Item1C.Cybersecurity75Item 2.Properties76Item 3.Legal Proceedings76Item 4.Mine Safety Disclosure76 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities77Item 6.[Reserved]77Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations77Item7A.Quantitative and Qu