ELUTIA INC.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
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Sep 30, 2025 · Filed Nov 12, 2025
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Item 5. Other Information
(a)Termination of Consulting Agreement; Amendment to RSU Vesting Terms
As previously reported, on October 10, 2025, the Company announced that Mr. Guido Neels had been elected to the Board of Directors, effective October 9, 2025. Also as previously reported, the Company and Mr. Neels were parties to a consulting agreement dated as of December 1, 2023 (the “Consulting Agreement”) pursuant to which Mr. Neels provided the Company with advice and counsel on an independent contractor basis on business and financial matters and other matters within Mr. Neels’ experience. The Consulting Agreement is filed herewith as Exhibit 10.42.
In consideration of Mr. Neels’ consulting services, the Company issued him 50,000 restricted stock units (“RSUs”) on December 20, 2023, which vest in eight equal installments commencing March 1, 2024 and on the 1st of every third month thereafter until fully vested on December 1, 2025. In addition, on March 5, 2025, pursuant to the Consulting Agreement, Mr. Neels was granted 25,000 RSUs which vest in four equal installments commencing on March 10, 2025 and on the 10th of every third month thereafter until fully vested on December 10, 2025. The RSUs were granted under the Company’s 2020 Incentive Award Plan and settle in shares of the Company’s Class A Common Stock.
The parties terminated the Consulting Agreement effective November 11, 2025. In view of Mr. Neels’s continuing service to the Company as a member of the Board, the RSU grants under the Consulting Agreement were
amended to provide for continued vesting on the original schedule notwithstanding the termination of the Consulting Agreement, provided Mr. Neels remains a director upon each subsequent vesting date.
The foregoing summary of the Consulting Agreement is qualified in its entirety by reference to the full text of such agreement.
(b)During the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K).
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