HighCape Capital Amends Elutia Inc. Stake, Signals Continued Influence

TL;DR

**HighCape Capital updated its Elutia Inc. stake, confirming its continued major ownership.**

AI Summary

HighCape Capital, L.P. and its affiliated entities, including Kevin Rakin and W. Matthew Zuga, filed an amendment to their Schedule 13D on January 9, 2024, indicating a change in their beneficial ownership of Elutia Inc. Class A Common Stock. The filing, triggered by an event on December 28, 2023, updates their holdings and reflects their continued significant influence over Elutia Inc. This matters to investors because HighCape Capital is a major shareholder, and changes in their ownership or intentions can signal shifts in the company's strategic direction or future performance.

Why It Matters

This filing shows that a major institutional investor, HighCape Capital, continues to hold a significant stake in Elutia Inc., indicating their ongoing interest and potential influence over the company's strategic decisions.

Risk Assessment

Risk Level: low — This is an amendment to an existing filing, indicating a routine update rather than a new, unexpected event, thus posing low immediate risk.

Analyst Insight

Investors should note HighCape Capital's continued significant ownership, as their future actions could influence Elutia Inc.'s stock. Monitoring subsequent filings for changes in their beneficial ownership percentage or stated intentions would be prudent.

Key Numbers

• 005-92213 — SEC File Number (identifies the specific SEC registration for Elutia Inc.)
• 05479K106 — CUSIP Number (unique identifier for Elutia Inc.'s Class A Common Stock)

Key Players & Entities

• HighCape Capital, L.P. (company) — the filing entity and a major shareholder of Elutia Inc.
• Elutia Inc. (company) — the subject company whose Class A Common Stock is being reported
• Kevin Rakin (person) — a group member associated with HighCape Capital
• W. Matthew Zuga (person) — a group member associated with HighCape Capital and the person authorized to receive notices
• December 28, 2023 (date) — the date of the event that required the filing of this statement

FAQ

Key Financial Figures

• $0.001 — ares of Class A Common Stock, par value $0.001 per share (the “Class A Common St

Filing Documents

• tm242468d1_sc13da.htm (SC 13D/A) — 251KB
• 0001104659-24-002599.txt ( ) — 253KB

of the Schedule 13D

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

Purpose of the Transaction

Item 4. Purpose of the Transaction.

of the Schedule 13D

Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following information at the end of Item 4: On December 28, 2023, as part of a pro rata distribution, Elutia PIPE Investment LP distributed its 1,436,077 shares of Class A Common Stock and Warrants to acquire 2,154,116 shares of Class A Common Stock to its limited partners for no consideration. 16 General The Reporting Persons acquired the securities described in this Amendment No. 3 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 mana

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended and

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 18,884,146 shares of Class A Common Stock outstanding as of September 30, 2023, as set forth in the Issuer’s most recent Form 10-Q, filed November 14, 2023. 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 21.2 % 0 4,001,428 0 4,001,428 HighCape Partners GP, LLC 4,813,673 25.5 % 0 4,813,673 0 4,813,673 HighCape Partners GP, L.P. 4,813,673 25.5 % 0 4,813,673 0 4,813,673 HighCape Co-Investment Vehicle I, LLC 499,145 2.6 % 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 22.0 % 0 4,151,015 0 4,151,015 HighCape Partners GP II, L.P. 4,237,628 22.4 % 0 4,237,628 0 4,237,628 HighCape Partners GP II, LLC 4,237,628 22.4 % 0 4,237,628 0 4,237,628 Elutia PIPE Investment, LP 0 0.0 % 0 0 0 0 W. Matth

Contracts, Arrangements, Understandings or Relationships

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. 18

SIGNATURES

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: January 9, 2024 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 19 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 20 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 PAR

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