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