Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0001184421 XXXXXXXX LIVE 5 Class A Common Stock 12/11/2025 false 0001708527 05479K106 Elutia Inc. 20 Firstfield Road Gaithersburg MD 20878 Kevin L. Rakin (646) 793-3510 36 Church Lane Westport CT 06880 0001598046 N HighCape Partners, L.P. OO N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 PN 0001598026 N HighCape Partners QP, L.P. OO N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 PN 0001819933 N HighCape Partners GP, LLC OO N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 OO 0001819932 N HighCape Partners GP, L.P. OO N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 PN 0001819988 N HighCape Co-Investment Vehicle I, LLC OO N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 OO 0001820044 N HighCape Co-Investment Vehicle II, LLC OO N DE 0.00 0.00 0.00 0.00 0.00 N 0.0 OO 0001770972 N HighCape Partners QP II, L.P. OO N DE 0.00 4562431.00 0.00 4562431.00 4562431.00 N 11.3 PN 0001957359 N HighCape Partners GP II, L.P. OO N DE 0.00 4657628.00 0.00 4657628.00 4657628.00 N 11.5 PN 0001957360 N HighCape Partners GP II, LLC OO N DE 0.00 4657628.00 0.00 4657628.00 4657628.00 N 11.5 OO 0001184421 N Kevin Rakin OO N X1 537497.00 5105098.00 537497.00 5105098.00 5244056.00 N 13.0 IN Class A Common Stock Elutia Inc. 20 Firstfield Road Gaithersburg MD 20878 The Schedule 13D is being filed by the following persons (each a "Reporting Person" and collectively, the "Reporting Persons"): 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 Partners QP II, L.P. HighCape Partners GP II, L.P. HighCape Partners GP II, LLC Kevin Rakin 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 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons 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 Each of the Reporting Persons, except for Mr. Rakin, is organized under the laws of the State of Delaware. Each of Mr. Rakin is a citizen of the United States. Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following information at the end of Item 4: Pro Rata Distribution 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 of their shares of the Issuer's Class A Common Stock to their partners and members, without payment of consideration by such partners and members. HighCape Partners GP, L.P. is the general partner of each of HighCape Partners, L.P. and HighCape Partners QP, L.P., and manages HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC. HighCape Partners GP, LLC is the general partner of HighCape Partners GP, L.P. As a result of the distribution, these HighCape entities no longer beneficially own shares of the Issuer's Class A Common Stock. General The Reporting Persons acquired the securities described in this Amendment No. 5 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. The following sets forth, as of the date of this Amendment No. 5, 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 40,349,939 shares of Class A Common Stock outstanding as of November 7, 2025, as set forth in the Issuer's most recent Quarterly Report on Form 10-Q, filed on November 12, 2025. (See table in Exhibit 99.A) Mr. Rakin is the managing member 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 QP II, L.P. and another HighCape entity that is not a Reporting Person. Each of Mr. Rakin, 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. In addition, as a managing member of the general partner of another HighCape entity that is not a Reporting Person hereunder, Mr. Rakin may be deemed to beneficially own securities held of record by such entity. 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 and by any other entities that are the actual record owners. See (a) above. The responses to Items 2, 4 and 5 are hereby incorporated herein. Exhibit 99.A: Aggregate Number and Percentage of the Class of Securities Identified HighCape Partners, L.P. /s/ Kevin L. Rakin Kevin L. Rakin/Managing Member, HighCape Partners GP, LLC, general partner to HighCape Partners GP, L.P., its general partner 12/15/2025 HighCape Partners QP, L.P. /s/ Kevin L. Rakin Kevin L. Rakin/Managing Member, HighCape Partners GP, LLC, general partner to HighCape Partners GP, L.P., its general partner 12/15/2025 HighCape Partners GP, LLC /s/ Kevin L. Rakin Kevin L. Rakin/Managing Member 12/15/2025 HighCape Partners GP, L.P. /s/ Kevin L. Rakin Kevin L. Rakin/Managing Member, HighCape Partners GP, LLC, its general partner 12/15/2025 HighCape Co-Investment Vehicle I, LLC /s/ Kevin L. Rakin Kevin L. Rakin/Managing Member, HighCape Partners GP, LLC, general partner to HighCape Partners GP, L.P., its general partner 12/15/2025 HighCape Co-Investment Vehicle II, LLC /s/ Kevin L. Rakin Kevin L. Rakin/Managing Member, HighCape Partners GP, LLC, general partner to HighCape Partners GP, L.P., its general partner 12/15/2025 HighCape Partners QP II, L.P. /s/ Kevin L. Rakin Kevin L. Rakin/Managing Member, HighCape Partners GP, LLC, general partner to HighCape Partners GP, L.P., its general partner 12/15/2025 HighCape Partners GP II, L.P. /s/ Kevin L. Rakin Kevin L. Rakin/Managing Member, HighCape Partners GP II, LLC, its general partner 12/15/2025 HighCape Partners GP II, LLC /s/ Kevin L. Rakin Kevin L. Rakin/Managing Member 12/15/2025 Kevin Rakin /s/ Kevin Rakin Kevin Rakin 12/15/2025