0001994488-23-000002.txt : 20231005 0001994488-23-000002.hdr.sgml : 20231005 20231005102441 ACCESSION NUMBER: 0001994488-23-000002 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230921 FILED AS OF DATE: 20231005 DATE AS OF CHANGE: 20231005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Elutia PIPE Investment, LP CENTRAL INDEX KEY: 0001994488 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39577 FILM NUMBER: 231310074 BUSINESS ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 201-708-5929 MAIL ADDRESS: STREET 1: 36 CHURCH LANE CITY: WESTPORT STATE: CT ZIP: 06880 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ELUTIA INC. CENTRAL INDEX KEY: 0001708527 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 474790334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12510 PROSPERITY DRIVE STREET 2: SUITE 370 CITY: SILVER SPRING STATE: MD ZIP: 20904 BUSINESS PHONE: 240-247-1143 MAIL ADDRESS: STREET 1: 12510 PROSPERITY DRIVE STREET 2: SUITE 370 CITY: SILVER SPRING STATE: MD ZIP: 20904 FORMER COMPANY: FORMER CONFORMED NAME: AZIYO BIOLOGICS, INC. DATE OF NAME CHANGE: 20170605 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2023-09-21 0 0001708527 ELUTIA INC. ELUT 0001994488 Elutia PIPE Investment, LP 36 CHURCH LANE WESTPORT CT 06880 0 0 1 0 Class A Common Stock 1436077 D Warrants (right to buy) 1.4275 2023-09-21 Class A Common Stock 2154116 D The reported securities are included within the 1,436,077 Units purchased by the reporting person for $1.4275 per Unit. Each Unit consists of one share of Class A Common Stock and one warrant to purchase one and one-half shares of Class A Common Stock. Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP II, LLC, which is the general partner of HighCape Partners GP II, L.P., which is the general partner of Elutia PIPE Investment, LP. The securities reported herein do not include shares of Class A Common Stock included within: (i) 1,372,415 Units held by HighCape Partners QP II, L.P., and (ii) 28,636 Units held by HighCape Partners II, L.P., which securities were included on a Form 4 filed by those entities on October 5, 2023. The warrant expires upon the earlier of (a) 30 trading days after the clearance by the U.S. Food & Drug Administration of the issuer's CanGarooRM antibiotic-eluting biologic envelope or (b) September 21, 2028. Following the filing of this Form 3, the reporting person will file Section 16 reports jointly with HighCape Capital, L.P., HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Partners GP, LLC, HighCape Partners GP, L.P., HighCape Co-Investment Vehicle I, LLC, HighCape Co-Investment Vehicle II, LLC, HighCape Capital, LLC, HighCape Partners II, L.P., HighCape Partners QP II, L.P., W. Matthew Zuga and Kevin L. Rakin each of which or whom have separately filed Section 16 reports as applicable with regard to the securities reported herein. HighCape Partners GP II, L.P., its general partner By: HighCape Partners GP II, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member 2023-10-05