Failure to Satisfy Listing Rule (Form 8-K)

On December 23, 2025, Elutia Inc., a Delaware corporation (the "Company" or "Elutia"), received a written notice (the "Notice") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company is not in compliance with the continued listing requirement set forth in Nasdaq Listing Rule 5550(b)(2), which requires listed companies to maintain a minimum market value of listed securities ("MVLS") of at least $35 million (the "MVLS Requirement"). Based on the Staff's review of the Company's MVLS, the Company's MVLS was below $35 million for the previous 30 consecutive business days. The Notice also noted that the Company does not meet the additional requirements under Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3) relating to minimum shareholder equity or net income standards.

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The Notice has no immediate effect on the listing of the Company's Class A common stock (the "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)(C), the Company has a period of 180 calendar days from the date of the Notice, or until June 22, 2026, to regain compliance with the MVLS Requirement. To regain compliance, the Company's MVLS must close at $35 million or more for a minimum of 10 consecutive business days during this compliance period, unless the Staff exercises its discretion to require a longer period. If the Company does not regain compliance within the prescribed period, the Staff will provide written notification that the Company's securities are subject to delisting.

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Additionally, and as previously disclosed, Nasdaq notified the Company on November 7, 2025 that it no longer satisfied Nasdaq Listing Rule 5550(a), which requires the Company to maintain a minimum bid price of $1.00 per share (the "Bid Price Rule") for continued listing on The Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from the date of the notification, or until May 6, 2026, to regain compliance with the Bid Price Rule, which requires that the closing bid price of the Common Stock be at least $1.00 for a minimum of 10 consecutive business days (unless the Staff exercises its discretion to require a longer period).

The Company remains out of compliance with the Bid Price Rule as of the date hereof. If the Company is unable to regain compliance with the Bid Price Rule by May 6, 2026, the Company may be eligible for an additional 180-day compliance period. To qualify, the Company will be required to have regained compliance with the MVLS Requirement, to meet the continued listing requirement for market value of publicly held shares and to meet all other applicable standards for initial listing on The Nasdaq Capital Market, with the exception of the Bid Price Rule. The Company will also need to provide written notice to Nasdaq of its intent to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if it is not otherwise eligible (by having failed to regain compliance with the MVLS Requirement or otherwise), Nasdaq will provide notice to the Company that its securities are subject to delisting, at which time the Company may appeal the delisting determination to a Hearings Panel pursuant to Nasdaq Listing Rule 5815(a).

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