|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Elutia Inc. |
|
(Name of Issuer)
Class A Common Stock |
|
(Title of Class of Securities)
05479K106 |
|
(CUSIP Number)
W. Matthew Zuga
36 Church Lane
Westport, CT 06880
(646) 793-3510 |
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 21, 2023 |
|
(Date of Event which Requires Filing of this
Statement) |
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is
filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HighCape Capital, L.P. |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
48,931 |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
48,931 |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,931 |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HighCape Partners, L.P. |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
53,818 |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
53,818 |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,818 |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HighCape Partners QP, L.P. |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
4,001,428 |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
4,001,428 |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,001,428 |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HighCape Partners GP, LLC |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
4,813,673 |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
4,813,673 |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,813,673 |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
OO (Limited Liability Company) |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HighCape Partners GP, L.P. |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
4,813,673 |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
4,813,673 |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,813,673 |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HighCape Co-Investment Vehicle I, LLC |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
499,145 |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
499,145 |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
499,145 |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
OO (Limited Liability Company) |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HighCape Co-Investment Vehicle II, LLC |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
259,282 |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
259,282 |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,282 |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
OO (Limited Liability Company) |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HighCape Capital, LLC |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
48,931 |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
48,931 |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,931 |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
OO (Limited Liability Company) |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HighCape Partners II, L.P. |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
86,613(1) |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
86,613(1) |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,613(1) |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
| (1) | Includes: (a) 43,659 shares of Class A Common Stock directly owned, and (b) 42,954 shares of Class A Common
Stock issuable upon exercise of Common Warrants purchased pursuant to that certain Securities Purchase Agreement, dated September 21,
2023. |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HighCape Partners QP II, L.P. |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
4,151,015(1) |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
4,151,015(1) |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,151,015(1) |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.1% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
| (1) | Includes:(a) 2,092,392 shares of Class A Common Stock directly owned, and (b) 2,058,623 shares of Class
A Common Stock issuable upon exercise of Common Warrants purchased pursuant to that certain Securities Purchase Agreement, dated September
21, 2023. |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HighCape Partners GP II, L.P. |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
7,827,821 |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
7,827,821 |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,827,821 |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.7% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HighCape Partners GP II, LLC |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
7,827,821 |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
7,827,821 |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,827,821 |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.7% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
OO (Limited Liability Company) |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elutia PIPE Investment, LP |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
3,590,193(1) |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
3,590,193(1) |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,590,193(1) |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
| (1) | Includes: (a) 1,436,077 shares of Class A Common Stock directly owned, and (b) 2,154,116 shares of Class
A Common Stock issuable upon exercise of Common Warrants, purchased pursuant the Securities Purchase Agreement, dated September 21, 2023. |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
W. Matthew Zuga |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
0 |
|
8. |
SHARED
VOTING POWER
12,690,425 |
|
9. |
SOLE
DISPOSITIVE POWER
0 |
|
10. |
SHARED
DISPOSITIVE POWER
12,690,425 |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,690,425 |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
|
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kevin Rakin |
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY |
|
4. |
SOURCE
OF FUNDS (see instructions)
OO |
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨ |
|
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER
90,807 |
|
8. |
SHARED
VOTING POWER
12,690,425 |
|
9. |
SOLE
DISPOSITIVE POWER
90,807 |
|
10. |
SHARED
DISPOSITIVE POWER
12,690,425 |
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,781,232 |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.0% |
|
14. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
EXPLANATORY NOTES
This Amendment No. 2
to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the United States
Securities and Exchange Commission (the “SEC”) on December 8, 2021 (as amended, the “Schedule 13D”), relating
to the shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”) of Elutia Inc., a
Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in
the Schedule 13D.
| Item 2. |
Identity and Background. |
Item 2 of the Schedule 13D
is hereby amended and restated in its entirety as follows:
The Schedule 13D is being
filed by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):
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.
HighCape Partners GP II, L.P.
HighCape Partners GP II, LLC
Elutia PIPE Investment, LP
W. Matthew Zuga
Kevin Rakin
Each of the Reporting Persons,
except for Messrs. Zuga and Rakin, is organized under the laws of the State of Delaware. Each of Messrs. Zuga and Rakin is a
citizen of the United States. The principal business address of the Reporting Persons is 36 Church Lane, Westport, CT 06880. The Reporting
Persons are principally engaged in the business of managing their investments in the securities of the Issuer.
During the last five years,
none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
Source or Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and
supplemented by inserting the following information at the end of Item 3:
On September 21, 2023,
in connection with the Issuer’s private placement, HighCape Partners II, L.P., HighCape Partners QP II, L.P. and Elutia PIPE Investment
LP purchased an aggregate of 2,837,128 Common Units (as defined below) from the Issuer at a
purchase price of $1.4275 per Common Unit.
The Reporting Persons obtained
the funds used to acquire their interests in the Issuer’s securities through capital contributions from their partners and members.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended and
supplemented by inserting the following information at the end of Item 4:
Purchase Agreement
On
September 21, 2023 (the “Closing Date”), pursuant to that certain Securities
Purchase Agreement, dated as of September 18, 2023 (the “Purchase Agreement”),
by and among HighCape Partners II, L.P., HighCape Partners QP II, L.P., Elutia PIPE Investment, LP, and certain other investors
named therein (collectively, the “Investors”) and the Issuer, the Investors purchased an aggregate of 6,852,811
units (the “Common Units”) from the Issuer, each Common Unit comprised
of (a) one share of the Issuer’s Class A common stock, par value $0.001 per share (“Class A Common Stock”)
and (b) a warrant (a “Common Warrant”) to purchase one and one half shares of the Issuer’s Class A
Common Stock (the “Offering”). The Common Units were sold at a purchase price of $1.4275 per unit. Each Common Warrant is
exercisable at any time until the earlier of (a) 30 trading days after the clearance by the U.S. Food & Drug Administration
of the Issuer’s CanGaroo®RM antibiotic-eluting biologic envelope or (b) five years from the Closing Date, each at an exercise
price per share of $1.4275. As a result of the Offering, (i) HighCape Partners II, L.P. acquired 28,636 shares of Class A
Common Stock and 42,954 Common Warrants, (ii) HighCape Partners QP II, L.P. acquired 1,372,415 shares of Class A Common Stock
and 2,058,623 Common Warrants, and (iii) Elutia PIPE Investment, LP acquired 1,436,077 shares of Class A Common Stock and 2,154,116
Common Warrants.
Registration Rights Agreement
On September 21,
2023, in connection with the Purchase Agreement, the Issuer and Investors entered into a Registration Rights Agreement (the “Registration
Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare
and file a registration statement with the SEC within 60 days after the Closing Date, for purposes of registering the resale of the Class A
Common Stock issued in the Offering and the shares of Class A Common Stock issuable upon exercise of the Common Warrants issued in
the Offering, and any shares of Class A Common Stock issued as a dividend or other distribution with respect to, in exchange for
or in replacement of the Class A Common Stock or the Common Warrants. The Issuer agreed to use commercially reasonable efforts to
cause such registration statement to be declared effective by the SEC within 90 days after the Closing Date, or 115 days after the Closing
Date if the SEC reviews the registration statement.
The foregoing descriptions
of the Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference
to the full text of the Purchase Agreement and Registration Rights Agreement, which are incorporated as Exhibit 2 and Exhibit 3
to this Amendment No. 2, respectively, and incorporated herein by reference.
General
The Reporting Persons acquired
the securities described in this Amendment No. 2 for investment purposes and intend to review the investments in the Issuer on a
continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice
and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation
of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general
market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other
future developments.
The Reporting Persons, subject
to certain provisions of the law, may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities
then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with
management, the board of directors, and stockholders of the Issuer and other relevant parties or encourage, cause or seek to cause the
Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private
transaction that could result in the de-listing or de-registration of the Class A Common Stock; sales or acquisitions of assets or
businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or
corporate structure, including changes in management or the composition of the board of directors.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
(a) – (b)
The
following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage
of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common
Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote,
sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, based on 18,789,252
shares of Class A Common Stock outstanding as of September 21, 2023, as provided by the Issuer:
| | |
| | |
| | |
| | |
Shared | | |
Sole power | | |
Shared | |
| | |
| | |
| | |
Sole power | | |
power to | | |
to dispose | | |
power to | |
| | |
Amount | | |
| | |
to vote or | | |
vote or to | | |
or to direct | | |
dispose or to | |
| | |
beneficially | | |
Percent | | |
to direct | | |
direct the | | |
the | | |
direct the | |
| Reporting Person | |
owned | | |
of class | | |
the vote | | |
vote | | |
disposition | | |
disposition | |
| HighCape Capital, L.P. | |
| 48,931 | | |
| 0.3 | % | |
| 0 | | |
| 48,931 | | |
| 0 | | |
| 48,931 | |
| HighCape Partners, L.P. | |
| 53,818 | | |
| 0.3 | % | |
| 0 | | |
| 53,818 | | |
| 0 | | |
| 53,818 | |
| HighCape Partners QP, L.P. | |
| 4,001,428 | | |
| 21.3 | % | |
| 0 | | |
| 4,001,428 | | |
| 0 | | |
| 4,001,428 | |
| HighCape Partners GP, LLC | |
| 4,813,673 | | |
| 25.6 | % | |
| 0 | | |
| 4,813,673 | | |
| 0 | | |
| 4,813,673 | |
| HighCape Partners GP, L.P. | |
| 4,813,673 | | |
| 25.6 | % | |
| 0 | | |
| 4,813,673 | | |
| 0 | | |
| 4,813,673 | |
| HighCape Co-Investment Vehicle I, LLC | |
| 499,145 | | |
| 2.7 | % | |
| 0 | | |
| 499,145 | | |
| 0 | | |
| 499,145 | |
| HighCape Co-Investment Vehicle II, LLC | |
| 259,282 | | |
| 1.4 | % | |
| 0 | | |
| 259,282 | | |
| 0 | | |
| 259,282 | |
| HighCape Capital, LLC | |
| 48,931 | | |
| 0.3 | % | |
| 0 | | |
| 48,931 | | |
| 0 | | |
| 48,931 | |
| HighCape Partners II, L.P. | |
| 86,613 | | |
| 0.5 | % | |
| 0 | | |
| 86,613 | | |
| 0 | | |
| 86,613 | |
| HighCape Partners QP II, L.P. | |
| 4,151,015 | | |
| 22.1 | % | |
| 0 | | |
| 4,151,015 | | |
| 0 | | |
| 4,151,015 | |
| HighCape Partners GP II, L.P. | |
| 7,827,821 | | |
| 41.7 | % | |
| 0 | | |
| 7,827,821 | | |
| 0 | | |
| 7,827,821 | |
| HighCape Partners GP II, LLC | |
| 7,827,821 | | |
| 41.7 | % | |
| 0 | | |
| 7,827,821 | | |
| 0 | | |
| 7,827,821 | |
| Elutia PIPE Investment, LP | |
| 3,590,193 | | |
| 19.1 | % | |
| 0 | | |
| 3,590,193 | | |
| 0 | | |
| 3,590,193 | |
| W. Matthew Zuga | |
| 12,690,425 | | |
| 67.5 | % | |
| 0 | | |
| 12,690,425 | | |
| 0 | | |
| 12,690,425 | |
| Kevin Rakin | |
| 12,781,232 | | |
| 68.0 | % | |
| 90,807 | | |
| 12,690,425 | | |
| 90,807 | | |
| 12,690,425 | |
Kevin Rakin and W. Matthew
Zuga are the managing members of HighCape Partners GP, LLC, which is the general partner of HighCape Partners GP, L.P., which is the general
partner of each of HighCape Partners, L.P. and HighCape Partners QP, L.P. In addition, HighCape Partners GP, L.P. manages each of HighCape
Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC. Messrs. Rakin and Zuga are the managing members of HighCape
Capital, LLC, which is the general partner of HighCape Capital, L.P. Messrs. Rakin and Zuga are also 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 each of HighCape Partners
II, L.P. and HighCape Partners QP II, L.P.
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 of record by each of HighCape
Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC. Each of
Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held of record by HighCape Capital,
L.P. 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 of record by each of HighCape Partners II, L.P., HighCape Partners QP II, L.P., and Elutia PIPE Investment, LP.
Mr. Rakin may be deemed
to beneficially own the securities held of record by the Kevin L. Rakin Irrevocable Trust. Each of the Reporting Persons disclaims beneficial
ownership of the securities held by the other Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The responses to Items 3, 4 and 5 and Exhibits 2 through 3 are hereby
incorporated herein.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Statement is hereby further amended
to add the following exhibits:
SIGNATURES
After reasonable inquiry and to the best of each
of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: October 6, 2023
| |
HIGHCAPE CAPITAL, L.P. |
| |
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
| |
HIGHCAPE PARTNERS, L.P. |
| |
|
| |
By: |
HighCape Partners GP, L.P., its general partner |
| |
By: |
HighCape Partners GP, LLC, its general partner |
| |
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
| |
HIGHCAPE PARTNERS QP, L.P. |
| |
|
| |
By: |
HighCape Partners GP, L.P., its general partner |
| |
By: |
HighCape Partners GP, LLC, its general partner |
| |
|
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
| |
HIGHCAPE PARTNERS GP, LLC |
| |
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
| |
HIGHCAPE PARTNERS GP, L.P. |
| |
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
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 |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
| |
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 |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
| |
HIGHCAPE CAPITAL, LLC |
| |
|
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
|
| |
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 |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
HIGHCAPE PARTNERS QP 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 |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
|
| |
HIGHCAPE PARTNERS GP II, L.P. |
| |
|
|
| |
By: |
HighCape Partners GP II, LLC, its general partner |
| |
|
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
|
| |
HIGHCAPE PARTNERS GP II, LLC |
| |
|
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
|
| |
ELUTIA PIPE INVESTMENT, LP |
| |
|
|
| |
By: |
HighCape Partners GP II, L.P., its general partner |
| |
By: |
HighCape Partners GP II, LLC, its general partner |
| |
|
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
|
|
| |
By: |
/s/ Kevin Rakin |
| |
Name: Kevin Rakin |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule
13D and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. Each of them is responsible for the timely filing of such statement and any amendments
thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible
for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason
to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute
this Joint Filing Agreement as of the 6th day of October, 2023.
| |
HIGHCAPE CAPITAL, L.P. |
| |
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
| |
HIGHCAPE PARTNERS, L.P. |
| |
|
| |
By: |
HighCape Partners GP, L.P., its general partner |
| |
By: |
HighCape Partners GP, LLC, its general partner |
| |
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
| |
HIGHCAPE PARTNERS QP, L.P. |
| |
|
| |
By: |
HighCape Partners GP, L.P., its general partner |
| |
By: |
HighCape Partners GP, LLC, its general partner |
| |
|
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
HIGHCAPE PARTNERS GP, LLC |
| |
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
| |
HIGHCAPE PARTNERS GP, L.P. |
| |
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
| |
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 |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
| |
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 |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
| |
HIGHCAPE CAPITAL, LLC |
| |
|
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
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 |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
HIGHCAPE PARTNERS QP 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 |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
|
| |
HIGHCAPE PARTNERS GP II, L.P. |
| |
|
|
| |
By: |
HighCape Partners GP II, LLC, its general partner |
| |
|
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
|
| |
HIGHCAPE PARTNERS GP II, LLC |
| |
|
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
ELUTIA PIPE INVESTMENT, LP |
| |
|
|
| |
By: |
HighCape Partners GP II, L.P., its general partner |
| |
By: |
HighCape Partners GP II, LLC, its general partner |
| |
|
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
Title: Managing Member |
| |
|
|
| |
By: |
/s/ W. Matthew Zuga |
| |
Name: W. Matthew Zuga |
| |
|
|
| |
By: |
/s/ Kevin Rakin |
| |
Name: Kevin Rakin |
Elutia (NASDAQ:ELUT)
過去 株価チャート
から 10 2024 まで 11 2024
Elutia (NASDAQ:ELUT)
過去 株価チャート
から 11 2023 まで 11 2024
