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