SCHEDULE: Elutia Inc. Sees Major Shareholder Restructuring

HighCape entities distribute all Elutia Inc. Class A Common Stock to partners, shifting significant beneficial ownership.

Summary

• HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC, and HighCape Co-Investment Vehicle II, LLC completed a pro rata distribution of all their Elutia Inc. Class A Common Stock to their partners and members on December 11, 2025.
• As a result of this distribution, these specific HighCape entities no longer beneficially own shares of Elutia Inc.
• Kevin L. Rakin, a managing member of HighCape Partners GP II, LLC, now beneficially owns 5,244,056 shares, representing 12.95% of the Class A Common Stock. This includes shares from other HighCape entities where he may exercise beneficial ownership, shares from his irrevocable trust, and 138,958 shares obtainable upon exercise of vested stock options.
• Other HighCape entities, HighCape Partners QP II, L.P., HighCape Partners GP II, L.P., and HighCape Partners GP II, LLC, continue to hold significant beneficial ownership, with percentages of 11.31% (4,562,431 shares), 11.54% (4,657,628 shares), and 11.54% (4,657,628 shares) respectively.
• The total outstanding shares of Class A Common Stock used for percentage calculation is 40,349,939 as of November 7, 2025.

Sentiment

Score: 5

Explanation: The filing is largely neutral, reporting a factual change in beneficial ownership structure. While it outlines potential future strategic actions, these are speculative and do not inherently convey positive or negative sentiment about the company's current state.

Positives

• The pro rata distribution simplifies the ownership structure for certain HighCape entities, potentially streamlining future investment decisions for the individual partners and members.
• The continued significant beneficial ownership by Kevin L. Rakin and other HighCape entities suggests ongoing investment interest in Elutia Inc.

Negatives

• The distribution could lead to a more fragmented ownership base among the former HighCape entities' partners, potentially reducing the collective influence of the original HighCape funds.

Risks

• Reporting Persons may acquire additional securities of Elutia Inc. or sell all or a portion of their current holdings, which could impact the market price of the Class A Common Stock.
• Reporting Persons may engage in discussions with management, the board of directors, and stockholders to encourage or cause Elutia Inc. to consider extraordinary corporate transactions, such as a merger, reorganization, or take-private transaction, which could result in the de-listing or de-registration of the Class A Common Stock.
• Potential sales or acquisitions of assets or businesses by Elutia Inc. could be pursued.
• Changes to the capitalization or dividend policy of Elutia Inc. are possible.
• Other material changes to Elutia Inc.'s business or corporate structure, including changes in management or the composition of the board of directors, may be sought by the Reporting Persons.

Future Outlook

Reporting Persons intend to continuously review their investments in Elutia Inc. and may, at any time, acquire additional securities, sell existing holdings, or engage in discussions with management and the board regarding potential extraordinary corporate transactions, including mergers, reorganizations, take-private transactions, asset sales, changes to capitalization or dividend policy, or alterations to management or board composition.

Industry Context

This filing primarily concerns changes in beneficial ownership structure and potential future strategic engagement by significant shareholders. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• On December 11, 2025, HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC, and HighCape Co-Investment Vehicle II, LLC made a pro rata distribution of all their shares of Elutia Inc. Class A Common Stock to their partners and members without payment of consideration.

Stakeholder Impact

• Shareholders: The change in beneficial ownership structure and the stated intent of significant shareholders to potentially influence corporate strategy could lead to future corporate actions (e.g., mergers, take-private transactions, changes in dividend policy) that may impact share value and liquidity.
• Management/Board: The Reporting Persons may engage in discussions with management and the board, potentially leading to changes in leadership or board composition.

Next Steps

• Reporting Persons will continue to evaluate Elutia Inc.'s business, financial condition, operations, and prospects.
• Reporting Persons may acquire additional securities or sell existing holdings in the open market or privately.
• Reporting Persons may engage in discussions with Elutia Inc.'s management, board of directors, and stockholders regarding potential extraordinary corporate transactions or other material changes.

Key Dates

Keywords

Elutia Inc., Schedule 13D, beneficial ownership, pro rata distribution, HighCape Partners, Kevin Rakin, Class A Common Stock, SEC filing, corporate governance, investment strategy