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424B3 1 tm2331102-4_424b3.htm 424B3 tm2331102-4_424b3 - block - 2.3906455s

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-275666

PROSPECTUS

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ELUTIA INC.

18,577,644 Shares
Class A Common Stock
Offered by the Selling Securityholders

The selling securityholders may offer and sell up to 18,577,644 shares (the “Shares”) in the aggregate of Class A common stock identified above, of which (i) 6,852,811 shares are presently issued and outstanding, (ii) 503,058 shares are issuable upon the exercise of certain pre-funded warrants to purchase shares of Class A common stock held by the selling securityholders named herein, and (iii) 11,221,775 are issuable upon the exercise of certain common warrants to purchase shares of Class A common stock held by the selling securityholders named herein. This prospectus provides you with a general description of the securities. We will not receive any proceeds from the sale of our Class A common stock by the selling securityholders.

Each time any of the selling securityholders offers and sells securities, such selling securityholders will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities.

The selling securityholders may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 9 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

Our Class A common stock is listed on the Nasdaq Capital Market under the symbol “ELUT.” On December 4, 2023, the last reported sale price of our Class A common stock on the Nasdaq Capital Market was $2.32 per share.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 4, 2023.

	ABOUT THIS PROSPECTUS					1
	SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS					2
	WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE					4
	THE COMPANY					6
	RISK FACTORS					9
	USE OF PROCEEDS					10
	DESCRIPTION OF SECURITIES					11
	SELLING SECURITYHOLDERS					16
	PLAN OF DISTRIBUTION					19
	LEGAL MATTERS					20
	EXPERTS					21

	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 Form 424B3 filed by Aziyo Biologics Inc.