---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-118801"
form_type: "8-K"
ticker: "ELUT"
cik: "0001708527"
company_name: "ELUTIA INC."
filed_at: "2023-11-15T23:59:59+00:00"
generated_at: "2026-06-08T02:34:01.500718+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Elutia closes Orthobiologics sale to Berkeley Biologics for ~$14.6M cash plus up to $20M earn-out

## Summary
- Sale completed Nov 8, 2023; initial cash payment of ~$14.6M after customary adjustments.
- Eligible for earn-out payments of 10% of annual revenue (capped at $20M) over 5 years.
- Repaid $2.0M of SWK credit facility at closing; additional $2.0M due by Feb 15, 2024.
- Entered 2-year manufacturing agreement with Berkeley for SimpliDerm product.
- Pro forma continuing ops: net loss $26.0M for 9mo 2023 (discontinued ops removed).

## SEC filing metadata
- accession: 0001104659-23-118801
- form_type: 8-K
- ticker: ELUT
- cik: 0001708527
- company_name: ELUTIA INC.
- filed_at: 2023-11-15T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1708527/000110465923118801/0001104659-23-118801-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1708527/000110465923118801/tm2330673d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-118801
- JSON: https://secwatch.observer/filing/0001104659-23-118801.json
- Plain text: https://secwatch.observer/filing/0001104659-23-118801.txt

## Key facts
- M&A Transactions
  ELUTIA INC. completed a disposition involving Berkeley Biologics, LLC for initial cash payment of approximately $14.6 million, after customary adjustments (closed 2023-11-08).
  - Action: disposition
  - Counterparty: Berkeley Biologics, LLC
  - Consideration: initial cash payment of approximately $14.6 million, after customary adjustments
  - Closing: 2023-11-08
  source text: dermis products for use in the field of breast reconstruction) (the “Closing”). Shortly after the Closing Date, Elutia received an initial cash payment of approximately $14.6 million, after customary adjustments. In addition, for each of the five years following the Closing, the Company is eligible under the Purchase Agreement to receive an earn-out payment
  evidence_url: https://www.sec.gov/Archives/edgar/data/1708527/000110465923118801/0001104659-23-118801-index.htm
- Material Agreements
  ELUTIA INC. entered into Manufacturing Agreement.
  - Action: entry
  - Agreement: supply
  source text: information required by this Item 1.01 with respect to the Amendment Letter and the Manufacturing Agreement (each as defined below) is set forth in
  evidence_url: https://www.sec.gov/Archives/edgar/data/1708527/000110465923118801/0001104659-23-118801-index.htm
- Material Agreements
  ELUTIA INC. entered into Amendment Letter.
  - Action: entry
  - Agreement: supply
  source text: information required by this Item 1.01 with respect to the Amendment Letter and the Manufacturing Agreement (each as defined below) is set forth in
  evidence_url: https://www.sec.gov/Archives/edgar/data/1708527/000110465923118801/0001104659-23-118801-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.