0001827500-23-000002.txt : 20231005
0001827500-23-000002.hdr.sgml : 20231005
20231005165043
ACCESSION NUMBER: 0001827500-23-000002
CONFORMED SUBMISSION TYPE: 4
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: HighCape Co-Investment Vehicle I, LLC
CENTRAL INDEX KEY: 0001819988
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 231311973
BUSINESS ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
BUSINESS PHONE: (410) 375-0050
MAIL ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HighCape Partners II, L.P.
CENTRAL INDEX KEY: 0001770952
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 231311974
BUSINESS ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
BUSINESS PHONE: 410-375-0050
MAIL ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
FORMER NAME:
FORMER CONFORMED NAME: Highcape Partners II, L.P.
DATE OF NAME CHANGE: 20190318
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HighCape Capital, LLC
CENTRAL INDEX KEY: 0001827500
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 231311975
BUSINESS ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
BUSINESS PHONE: (410) 375-0050
MAIL ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HighCape Co-Investment Vehicle II, LLC
CENTRAL INDEX KEY: 0001820044
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39577
FILM NUMBER: 231311972
BUSINESS ADDRESS:
STREET 1: 36 CHURCH LANE
CITY: WESTPORT
STATE: CT
ZIP: 06880
BUSINESS PHONE: (410) 375-0050
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
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0508
4
2023-09-21
0
0001708527
ELUTIA INC.
ELUT
0001827500
HighCape Capital, LLC
36 CHURCH LANE
WESTPORT
CT
06880
0
0
1
0
0001770952
HighCape Partners II, L.P.
36 CHURCH LANE
WESTPORT
CT
06880
0
0
1
0
0001819988
HighCape Co-Investment Vehicle I, LLC
36 CHURCH LANE
WESTPORT
CT
06880
0
0
1
0
0001820044
HighCape Co-Investment Vehicle II, LLC
36 CHURCH LANE
WESTPORT
CT
06880
0
0
1
0
0
Class A Common Stock
2021-09-21
4
P
0
2837128
A
8434732
I
See footnotes
Warrants (right to buy)
1.4275
2021-09-21
4
P
0
4255693
A
2023-09-21
Class A Common Stock
4255693
4255693
I
See footnote
The reported securities are included within the 2,837,128 Units purchased by the reporting persons for $1.4275 per Unit. Each Unit consists of one share of Class A Common Stock (the "Common Stock") and one warrant to purchase one and one-half shares of Common Stock.
Includes: (i) 53,818 shares of Common Stock held of record by HighCape Partners, L.P.; (ii) 4,001,428 shares of Common Stock held of record by HighCape Partners QP, L.P.; (iii) 499,145 shares of Common Stock held of record by HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Common Stock held of record by HighCape Co-Investment Vehicle II, LLC; (v) 48,931 shares of Common Stock held of record by HighCape Capital, L.P; (vi) 43,659 shares of Common Stock held of record by HighCape Partners II, L.P.; (vii) 2,092,392 shares of Common Stock held of record by HighCape Partners QP II, L.P.; and (viii) 1,436,077 shares of Common Stock held of record by Elutia PIPE Investment, LP.
Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP, LLC, which is the general partner ("GP") of HighCape Partners GP, L.P., which is the GP of each of HighCape Partners, L.P. and HighCape Partners QP, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Capital, LLC, which is the GP of HighCape Capital, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Partners GP II, LLC, which is the GP of HighCape Partners GP II, L.P., which is the GP of each of HighCape Partners II, L.P., HighCape Partners QP II, L.P. and Elutia PIPE Investment, LP. In addition, HighCape Partners GP, L.P. manages each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC.
Each of Mr. Rakin, Mr. Zuga, HighCape Partners GP, LLC and HighCape Partners GP, L.P. may be deemed to beneficially own the securities held by HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC, and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held by HighCape Capital, L.P. In addition, each of Mr. Rakin, Mr. Zuga, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners II, L.P., HighCape Partners QP II, L.P. and Elutia PIPE Investment, LP. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons except to the extent of each reporting person's pecuniary interest therein, if any.
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.
Includes (i) 2,058,623 shares of Common Stock issuable upon exercise of a warrant held by HighCape Partners QP II, L.P.; (ii) 42,954 shares of Common Stock issuable upon exercise of a warrant held by HighCape Partners II, L.P; and (iii) 2,154,116 shares of Common Stock issuable upon exercise of a warrant held by Elutia PIPE Investment, LP.
This Form 4 relates to the acquisition of Units by HighCape Partners II, L.P., HighCape Partners QP II, L.P., and Elutia PIPE Investment, LP pursuant to a Securities Purchase Agreement dated September 18, 2023. The transaction is jointly reported by 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. Due to the number of insiders reporting this transaction exceeding the number of insiders permitted to file in one Form 4, the transaction is being reported in two Form 4s, each filed on October 5, 2023.
HIGHCAPE CAPITAL, LLC By: /s/ W. Matthew Zuga, Managing Member
2023-10-05
HighCape Partners II, L.P. By: 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
HIGHCAPE CO-INVESTMENT VEHICLE I, LLC By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member
2023-10-05
HIGHCAPE CO-INVESTMENT VEHICLE II, LLC By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member
2023-10-05