Asset Purchase Agreement for SimpliDerm Business

Elutia Inc. has entered into an Asset Purchase Agreement with Cellution Biologics Inc. for the sale of its SimpliDerm business, which specializes in human acellular dermis products for breast reconstruction. The agreement includes a base purchase price of $8 million in cash, with potential additional payments of up to $2 million tied to technology transfer and manufacturing milestones, and up to $1 million in earn-out payments based on quarterly revenue targets. Elutia will also be subject to non-competition restrictions for five years post-closing and will provide transition services. The transaction is expected to close in the second half of 2026, subject to customary closing conditions. This sale represents a divestiture of a business segment by Elutia.