Form SC 13G - Statement of Beneficial Ownership by Certain Investors
15 Ottobre 2024 - 12:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Elutia
Inc.
(Name of Issuer)
Class A
Common Stock
(Title of Class of Securities)
05479K106
(CUSIP Number)
October 11,
2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
| CUSIP
No. 05479K106 |
13G |
Page
2 of 10 |
| 1. |
NAMES OF REPORTING PERSONS
SilverArc Capital Management, LLC |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
1,645,808 |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
1,645,808 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,645,808 |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.53% |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
IA |
| |
|
|
|
| CUSIP
No. 05479K106 |
13G |
Page
3 of 10 |
| 1. |
NAMES OF REPORTING PERSONS
Devesh Gandhi |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
1,645,808 |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
1,645,808 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,645,808 |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.53% |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| |
|
|
|
| CUSIP
No. 05479K106 |
13G |
Page
4 of 10 |
Item 1.
Elutia Inc.
| (b) | Address of Issuer’s Principal
Executive Offices |
2510 Prosperity Drive, Suite 370,
Silver Spring, MD 20904
Item 2.
SilverArc Capital Management, LLC
(“SilverArc”) and Devesh Gandhi (“Gandhi” and together with SilverArc, the “Reporting Persons”)
| (b) | Address of the Principal Office or,
if none, residence |
20 Park Plaza, 4th Floor
Boston, MA 02116
SilverArc is a Delaware limited
liability company. Gandhi is a citizen of the United States.
| (d) | Title of Class of Securities |
Class A Common Stock
05479K106
| CUSIP
No. 05479K106 |
13G |
Page
5 of 10 |
Item
3. If this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
| (a) | ¨ |
Broker
or dealer registered under section 15 of the Act (15 U.S.D. 78o): |
| (b) | ¨ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ |
Insurance
company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c); |
| (d) | ¨ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | x |
An
investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ |
An
employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F); |
| (g) | x |
A
parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813); |
| (i) | ¨ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ |
A
non-U.S. institution in accordance with Sec. 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ |
Group,
in accordance with Sec. 240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
This statement is being filed with respect to
an aggregate of 1,645,808 shares of Common Stock, resulting in beneficial ownership of Common Stock as follows:
| (a) | Amount Beneficially owned: 1,645,808. |
| (b) | Percent of Class: 5.53%. |
| (c) | Number of shares to which the person
has: |
| (i) | Sole power to vote or to direct the
vote: 0. |
| (ii) | Shared power to vote or to direct the
vote: 1,645,808. |
| (iii) | Sole power to dispose or to direct
the disposition of: 0. |
| (iv) | Shared power to dispose or to direct
the disposition of: 1,645,808. |
| (d) | Amount Beneficially owned: 1,645,808. |
| (e) | Percent of Class: 5.53%. |
| (f) | Number of shares to which the person
has: |
| (v) | Sole power to vote or to direct the
vote: 0. |
| (vi) | Shared power to vote or to direct the
vote: 1,645,808. |
| (vii) | Sole power to dispose or to direct
the disposition of: 0. |
| (viii) | Shared power to dispose or to direct
the disposition of: 1,645,808. |
| CUSIP
No. 05479K106 |
13G |
Page
6 of 10 |
| Item
5. | Ownership
of Five Percent or Less of a Class. |
Not Applicable.
| Item
6. | Ownership
of More than Five Percent on Behalf of another Person. |
As of the date of this Report, SilverArc, an
investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of
1,645,808 shares, or 5.53% of the Common Stock believed to be outstanding, as a result of acting as investment adviser to various clients.
Gandhi is the Sole Member of SilverArc and as such is deemed to be the beneficial owner of 1,645,808 shares, or 5.53% of the Common Stock
believed to be outstanding. Clients of SilverArc have the right to receive and the ultimate power to direct the receipt of dividends
from, or the proceeds of the sale of, such securities. SilverArc Capital Alpha Fund I, L.P., a Delaware limited partnership for which
SilverArc acts as an investment adviser, may be deemed to beneficially own 47,391 of these 1,645,808 shares, which equates to 0.16% of
the Common Stock believed to be outstanding. SilverArc Capital Alpha Fund II, L.P., a Delaware limited partnership for which SilverArc
acts as an investment adviser, may be deemed to beneficially own 1,057,644 of these 1,645,808 shares, which equates to 3.56% of the Common
Stock believed to be outstanding. Squarepoint Diversified Partners Fund Limited, a Cayman Island exempted company for which SilverArc
acts as investment adviser, may be deemed to beneficially own 361,191 of these 1,645,808 shares, which equates to 1.21% of the Common
Stock believed to be outstanding. Atom Master Fund L.P., a Cayman Islands exempted limited partnership for which SilverArc acts as investment
adviser, may be deemed to beneficially own 179,582 of these 1,645,808 shares, which equates to 0.60% of the Common Stock believed to
be outstanding.
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
Not Applicable
| Item
8. | Identification
and Classification of Members of the Group. |
Not Applicable
| Item
9. | Notice
of Dissolution of Group. |
Not Applicable
| CUSIP
No. 05479K106 |
13G |
Page
7 of 10 |
By signing below, I
certify that, to the best of my knowledge and belief, the securities referred to above 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 and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
Exhibits.
| Exhibit A |
Joint Filing Agreement by and between the Reporting Persons dated October 11, 2024. |
| CUSIP
No. 05479K106 |
13G |
Page
8 of 10 |
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
| |
October 15,
2024 |
| |
Date |
| |
|
| /s/ Devesh S. Gandhi |
|
| Devesh S. Gandhi, as Sole Member of SilverArc |
|
| Capital Management, LLC |
|
| |
|
| /s/ Devesh S. Gandhi |
|
| Devesh S. Gandhi |
|
| CUSIP
No. 05479K106 |
13G |
Page
9 of 10 |
EXHIBIT INDEX
| CUSIP
No. 05479K106 |
13G |
Page
10 of 10 |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement
on Schedule 13G with respect to the common stock of Elutia Inc., dated as of October 11, 2024, is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with
the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| |
October 15,
2024 |
| |
Date |
| |
|
| /s/ Devesh S. Gandhi |
|
| Devesh S. Gandhi, as Sole Member of SilverArc |
|
| Capital Management, LLC |
|
| |
|
| /s/ Devesh S. Gandhi |
|
| Devesh S. Gandhi |
|
Grafico Azioni Elutia (NASDAQ:ELUT)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Elutia (NASDAQ:ELUT)
Storico
Da Nov 2023 a Nov 2024
