0001708527false00017085272024-06-062024-06-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 6, 2024

ELUTIA INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39577

47-4790334

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

12510 Prosperity Drive, Suite 370

Silver Spring, MD 20904

(Address of principal executive offices) (Zip Code)

(240) 247-1170

(Registrant’s telephone number, include area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbols

    

Name of each exchange
on which registered

Class A Common Stock, $0.001 par value per share

 

ELUT

 

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 6, 2024, Elutia Inc. (the “Company”) held its annual meeting of stockholders. A total of 12,975,682 shares of the Company’s Class A common stock were present in person or represented by proxy at the meeting, representing approximately 64.8% of the Company’s Class A common stock outstanding as of the April 11, 2024 record date. The voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s proxy statement, are as follows:

Proposal 1 – Election of two Class I directors to hold office until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified.

Votes

FOR

Votes

WITHHELD

Broker

Non-Votes

Maybelle Jordan

10,789,009

160,550

2,026,123

W. Matthew Zuga

10,670,337

279,222

2,026,123

Accordingly, the nominees for Class I directors were elected.

Proposal 2 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

Votes

FOR

Votes

AGAINST

Votes

ABSTAINED

Broker

Non-Votes

12,966,730

251

8,701

-

Accordingly, the Company’s stockholders approved Proposal 2 set forth above.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ELUTIA INC.

 

 

 

Date: June 7, 2024

By:

/s/ Matthew Ferguson

 

 

Matthew Ferguson

 

 

Chief Financial Officer