Elutia Inc. A美国存托凭证招股说明书（2025年5月8日版）

1,105,528 Shares of ClassA Common Stock We are issuing 1,105,528 shares of our ClassA common stock directly to Ligand PharmaceuticalsIncorporated, or Ligand, in satisfaction of certain royalty obligations owed by our wholly owned subsidiary,Elutia Med LLC. Elutia will not be receiving any proceeds from the issuance of the ClassA common stock.The number of shares was determined by dividing royalty obligations of $2.2million by $1.99, which is the Our ClassA common stock is listed on the Nasdaq Capital Market under the symbol “ELUT.” OnMay7, 2025, the last reported sale price of the ClassA common stock on the Nasdaq Capital Market was INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISK. BEFORE BUYING ANY OFOUR CLASS A COMMON STOCK, YOU SHOULD REVIEW CAREFULLY THE “RISK FACTORS” Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of our ClassA common stock or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is May8, 2025. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement, and the accompanying prospectus, relates to part of a registrationstatement on Form S-3 that we have filed with the Securities and Exchange Commission, or SEC, utilizing a“shelf” registration process. This document is in two parts. The first part, including the documentsincorporated herein by reference, is the prospectus supplement, which describes the specific terms of thisoffering. The second part, including the documents incorporated therein by reference, is the accompanyingprospectus, which provides more general information. Generally, when we refer to “this prospectus,” we arereferring to both parts of this document combined. We urge you to carefully read this prospectussupplement, the accompanying prospectus and the documents incorporated by reference into this prospectus Before buying any of the ClassA common stock that we are offering, we urge you to carefully read thisprospectus supplement, the accompanying prospectus and all of the information incorporated by reference inthis prospectus supplement, as well as the additional information described under the headings “Where You We further note that the representations, warranties and covenants made by us in any agreement that isfiled as an exhibit to any document that is incorporated by reference herein or as an exhibit to theregistration statement of which this prospectus is a part were made solely for the benefit of the parties tosuch agreement, including, in some cases, for the purpose of allocating risk among the parties to such We have not authorized anyone to provide you with any information or to make any representation,other than those contained or incorporated by reference in this prospectus. We do not take any responsibilityfor, and provide no assurance as to the reliability of, any other information that others may give you. Youshould assume that the information appearing in this prospectus and the documents incorporated by We are offering to sell our ClassA common stock only in jurisdictions where offers and sales arepermitted. The distribution of this prospectus and the offering of the ClassA common stock in certainjurisdictions may be restricted by law. Persons outside the United States who come into possession of this Market data and industry statistics used throughout this prospectus and the documents incorporated byreference into this prospectus are based on independent industry publications, reports by market researchfirms and other published independent sources. Although we believe these sources are credible, we have notindependently verified the data or information obtained from these sources. Accordingly, investors should When used in this prospectus, the terms “company,” “Elutia,” “we,” “our” and “us” refer to Elutia Inc.(formerly known as Aziyo Biologics, Inc.) and its subsidiaries, unless otherwise specified or unless thecontext requires otherwise. This prospectus and the documents incorporated by reference into this prospectus include trademarks,service marks and trade names owned by us or other companies. All trademarks, service marks and trade We use our trademarks and our logo, in this prospectus and the documents incorporated by reference. Thisprospectus and the documents incorporated by reference also include trademarks, tradenames and servicemarks that are the property of other organizations. Solely for convenience, trademarks and tradenamesreferred to in this prospectus appear without theand ™ symbols, but those references are not intended toindicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the® SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated by reference into this prospectus may include forward-looking statements regardin