--- title: "Elutia issues 1,105,528 shares to Ligand to settle $2.2 million in royalties" url: "https://aibio.space/news/elutia-issues-1-105-528-shares-ligand-settle-2-2-million-royalties/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-05-08" section: "Financings" tickers: "NASDAQ:ELUT" source: "https://www.sec.gov/Archives/edgar/data/1708527/000110465925046155/tm2514493d1_ex99-1.htm" summary: "Elutia receives no cash from the issuance. In its first-quarter results it said the change reduces cash outflows by $2.2 million in H1 2025." --- By the aibio.space news desk. Sources - [Elutia, Inc. 8-K (2025-05-08)](https://www.sec.gov/Archives/edgar/data/1708527/000110465925046155/tm2514493d1_ex99-1.htm) - [tm2514271-1_424b5.htm](https://www.sec.gov/Archives/edgar/data/1708527/000110465925046231/tm2514271-1_424b5.htm) - [Elutia, Inc. 10-K (2025-03-11): business](https://www.sec.gov/Archives/edgar/data/1708527/000155837025002719/elut-20241231x10k.htm) [ELUT](https://aibio.space/companies/elutia/) 2025-05-08 # Elutia issues 1,105,528 shares to Ligand to settle $2.2 million in royalties Tickers [ELUT](https://aibio.space/companies/elutia/) Elutia receives no cash from the issuance. In its first-quarter results it said the change reduces cash outflows by $2.2 million in H1 2025. ## Key facts - **Company**: Elutia, Inc. (NASDAQ: ELUT) - **News type**: Financings - **Primary source**: [Elutia, Inc. 8-K (2025-05-08)](https://www.sec.gov/Archives/edgar/data/1708527/000110465925046155/tm2514493d1_ex99-1.htm) *Traders on the NYSE floor, 1963. Photo: Thomas J. O'Halloran, public domain, via Wikimedia Commons. The picture shows the field, not the companies named.* ## The shares and the price Elutia Inc. (Nasdaq: [ELUT](https://aibio.space/companies/elutia/)) is issuing 1,105,528 shares of Class A common stock directly to Ligand Pharmaceuticals Incorporated. The shares settle royalty obligations of $2.2 million owed by its subsidiary, Elutia Med LLC, under amendment 2 to the royalty agreement. The prospectus supplement says Elutia will receive no proceeds, and that the shares are issued without an underwriter or placement agent. Kilpatrick Townsend & Stockton LLP, of Atlanta, passes on the legal matters for the offering. The prospectus gives two different prices for the five-day average used to set the share count. Its opening pages give $1.99, the average Nasdaq Official Closing Price for the five trading days before May 8, 2025. Its plan of distribution gives $1.92 for the same average. The $1.92 also appears as the last reported sale price on May 7, 2025. The prospectus does not explain the gap. The royalty change applies to obligations for the fiscal quarters ending June 30, 2025 and thereafter. The shares are issued in place of cash, so Elutia avoids cash outflow on that amount but gives Ligand shares in exchange. ## What the first quarter shows In its first-quarter release, Elutia calls the results strong and points to 84% sequential growth in EluPro sales. The release gives BioEnvelope net sales of $3.1 million, up 31% from $2.4 million a year earlier, and says EluPro was about 52% of BioEnvelope sales. Overall net sales fell 10%, to $6.0 million from $6.7 million. SimpliDerm sales were $2.6 million, against $3.6 million, and cardiovascular sales were $0.3 million, against $0.8 million. GAAP gross margin was 40.7%, against 42.5%. Total operating expenses were $10.4 million, down from $11.3 million. The loss from operations was $7.9 million, against $8.5 million, and the adjusted EBITDA loss was $3.3 million, against $3.6 million. Cash was $17.4 million on March 31, 2025. The cardiovascular line is the clearest gap. The release says Elutia regained full commercial rights to ProxiCor, Tyke and VasCure, sold through a contractor-based model that it expects to drive top-line growth. Cardiovascular sales nevertheless fell to $0.3 million, and the release gives no figures for the new model. ## Financing, debt and the auditor's warning The release says Elutia raised $15.0 million in gross proceeds through a registered direct offering. It does not name the placement agent for that offering or any counsel. It also says the SWK loan was amended to allow full payment-in-kind interest, meaning interest paid in more debt instead of cash, and that the company has potential access to an additional $5 million term loan. The word "potential" is the release's own, and the terms of the extra loan are not described. The auditor's report on the 2024 financial statements, cited in the prospectus, carries an explanatory paragraph about the company's ability to continue as a going concern. The auditor is PricewaterhouseCoopers LLP. The prospectus says that paragraph is described in note 2 to those statements. The prospectus also warns that future issuances of Class A common stock could dilute holders. ## The business the debt funds The 2024 annual report describes EluPro as the only drug-eluting biomatrix offering in the U.S. implantable electronic device protection market. The bioenvelope is embedded with the antibiotics rifampin and minocycline, released over several weeks after implantation. Boston Scientific is a commercial partner. The release says the Boston Scientific partnership began generating sales in more than 50 hospitals, and that the combined sales force exceeds 900 professionals. The annual report says the company had 11 direct sales representatives and 31 independent sales agents as of December 31, 2024. The release describes the Boston Scientific arrangement as expected to accelerate adoption, and says Elutia captures full end-user revenue under a favorable economic model. It gives no revenue figure for the partnership. Until the company reports that figure, the partnership's contribution to the $6.0 million in net sales cannot be measured. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story ELUT Elutia, Inc. NASDAQ ยท United States Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/elutia-issues-1-105-528-shares-ligand-settle-2-2-million-royalties/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Elutia issues 1,105,528 shares to Ligand to settle $2.2 million in royalties", 2025-05-08, https://aibio.space/news/elutia-issues-1-105-528-shares-ligand-settle-2-2-million-royalties/