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