Elutia to sell SimpliDerm business to Cellution Biologics for up to $11 million

Elutia Inc. (Nasdaq: ELUT) signed a definitive agreement on July 16, 2026 to sell its SimpliDerm human acellular dermal matrix business to Cellution Biologics Inc. for total consideration of up to $11 million.¹ Under the deal, the purchase price consists of an $8 million cash payment at closing, subject to adjustment for any inventory shortfall, plus up to $2 million tied to technology transfer and manufacturing transition milestones over 18 months, and up to $1 million in earn-out payments based on quarterly SimpliDerm sales targets over the first five quarters after closing.¹

Elutia said closing is expected in the second half of 2026, subject to customary closing conditions.¹ The company also disclosed that either party may terminate the agreement if closing has not occurred by January 16, 2027, among other termination conditions.¹

Under the asset purchase agreement, Cellution Biologics will acquire substantially all assets tied to Elutia's business of commercializing, manufacturing, distributing, selling and marketing human acellular dermis products for breast reconstruction under the SimpliDerm brand.¹ These assets make up substantially all of what is currently held in Elutia's Women's Health segment.¹

Elutia also agreed to restrictions following the sale: a five-year non-compete in the human acellular dermis manufacturing, marketing, distribution or sales business,¹ along with a five-year restriction on soliciting Cellution Biologics' employees and contractors.¹

The company said the transaction is intended to support its next-generation product. NXT-41x is being developed for the approximately $1.5 billion U.S. plastic and reconstructive surgery market, where the company says antibiotic-eluting biomatrix technologies address an unmet need in soft tissue reinforcement.¹ Elutia said proceeds from the sale are meant to strengthen its balance sheet without equity dilution and support a planned commercial launch in 2027.¹