| Delaware (State or other jurisdiction of incorporation or organization) | | | 47-4790334 (I.R.S. Employer Identification No.) | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | Emerging growth company ☒ | |
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| | | Class A Common Stock Beneficially Owned Before this Offering | | | Maximum Number of Shares of Class A Common Stock to be Sold Pursuant to this Prospectus | | | Class A Common Stock Beneficially Owned Upon Completion of this Offering | | |||||||||||||||||||||
Selling Securityholder | | | Number | | | Percentage | | | Number | | | Number | | | Percentage | | |||||||||||||||
Entities affiliated with HighCape (1) | | | | | 12,781,232 | | | | | | 67.68% | | | | | | 7,092,821 | | | | | | 5,688,411 | | | | | | 30.12% | | |
Entities affiliated with Nantahala Capital Management(2) | | | | | 1,860,135 | | | | | | 9.99 | | | | | | 4,728,971 | | | | | | — | | | | | | * | | |
Entities affiliated with AIGH Capital Management LLC(3) | | | | | 1,860,135 | | | | | | 9.99 | | | | | | 4,903,675 | | | | | | 64,000 | | | | | | * | | |
Alyeska Master Fund, L.P.(4) | | | | | 1,489,075 | | | | | | 7.89 | | | | | | 1,489,075 | | | | | | — | | | | | | * | | |
Matthew Ferguson(5) | | | | | 225,599 | | | | | | 1.19 | | | | | | 175,133 | | | | | | 50,466 | | | | | | * | | |
SWK Funding LLC(6) | | | | | 187,969 | | | | | | 1.00 | | | | | | 187,969 | | | | | | — | | | | | | * | | |
| SEC registration fee | | | | $ | 4,414 | | |
| Printing expenses | | | | | 25,000 | | |
| Legal fees and expenses | | | | | 85,000 | | |
| Accounting fees and expenses | | | | | 350,000 | | |
| Miscellaneous | | | | | 10,000 | | |
| Total | | | | $ | 474,414 | | |
| | | | ELUTIA INC. | |
| | | | By: /s/ C. Randal Mills, Ph.D. C. Randal Mills, Ph.D. President and Chief Executive Officer | |
Name | | | Title | | | Date | |
/s/ C. Randal Mills, Ph.D. C. Randal Mills, PhD. | | | President, Chief Executive Officer and Director (principal executive officer) | | | November 20, 2023 | |
/s/ Matthew Ferguson Matthew Ferguson | | | Chief Financial Officer (principal financial officer and (principal accounting officer) | | | November 20, 2023 | |
/s/ Kevin Rakin Kevin Rakin | | | Chairman of the Board of Directors | | | November 20, 2023 | |
/s/ W. Matthew Zuga W. Matthew Zuga | | | Director | | | November 20, 2023 | |
/s/ Maybelle Jordan Maybelle Jordan | | | Director | | | November 20, 2023 | |
/s/ Brigid A. Makes Brigid A. Makes | | | Director | | | November 20, 2023 | |
/s/ David Colpman David Colpman | | | Director | | | November 20, 2023 | |