SCHEDULE 13G/A: Nantahala Capital Management Discloses 9.99% Passive Stake in Elutia Inc.

Nantahala Capital Management, along with its managing members Wilmot B. Harkey and Daniel Mack, has reported a 9.99% beneficial ownership stake in Elutia Inc.'s Class A Common Stock as of March 31, 2025.

Summary

• Nantahala Capital Management, LLC, Wilmot B. Harkey, and Daniel Mack (collectively, the "Reporting Persons") have filed an Amendment No. 2 to Schedule 13G.
• As of March 31, 2025, the Reporting Persons beneficially own an aggregate of 3,689,067 shares of Elutia Inc.'s Class A Common Stock.
• This ownership represents 9.99% of the total outstanding Class A Common Stock.
• The reported shares include 504,120 shares that can be acquired within sixty days through the exercise of warrants.
• The shares are held with shared voting power and shared dispositive power among the Reporting Persons.
• The filing indicates that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of Elutia Inc.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, indicating a neutral sentiment. It does not contain positive or negative operational or financial news, nor does it suggest any activist intent.

Future Outlook

This Schedule 13G filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding the issuer's future performance or the Reporting Persons' future investment intentions beyond the passive nature of the holding.

Management Comments

• The Reporting Persons certify that, to the best of their knowledge and belief, the securities were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities.

Industry Context

This filing is a standard disclosure for institutional investors or groups that acquire more than 5% of a company's voting securities, indicating a passive investment stance. Nantahala Capital Management, as an investment adviser, routinely files such reports to comply with SEC regulations when its managed funds cross ownership thresholds. This type of filing (13G) signifies that the investor does not intend to influence or control the company's management or policies, differentiating it from an activist filing (13D).

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant passive ownership stake by an investment firm, which can be viewed as a vote of confidence in the company's long-term prospects by a large investor, without implying any immediate strategic changes.

Key Dates

Keywords

Elutia Inc., Nantahala Capital Management, Schedule 13G, Beneficial Ownership, Class A Common Stock, SEC Filing, Investment Adviser, Passive Investment