SEC Form S-3 filed by Elutia Inc.
SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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47-4790334
(I.R.S. Employer
Identification No.) |
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Silver Spring, MD 20904
(240) 247-1170
President and Chief Executive Officer
Elutia Inc.
12510 Prosperity Drive, Suite 370
Silver Spring, MD 20904
(240) 247-1170
Michael Cochran, Esq.
Kilpatrick Townsend & Stockton LLP
1100 Peachtree St. NE, 2800
Atlanta, GA 30309
(404) 815-6500
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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12510 Prosperity Drive, Suite 370
Silver Spring, MD 20904
(240) 247-1170
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Assumed offering price per share
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| | | | | | | | | $ | 3.18 | | |
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Net tangible book value per share as of December 31, 2024
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| | | $ | (1.55) | | | | | | | | |
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Increase in net tangible book value per share as of December 31, 2024, attributable to investors
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| | | $ | 1.42 | | | | | | | | |
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As adjusted net tangible book value per share as of December 31, 2024, after giving effect to this offering
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| | | | | | | | | $ | (0.13) | | |
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Dilution per share to investors
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| | | | | | | | | $ | 3.31 | | |
12510 Prosperity Drive, Suite 370 Silver Spring, MD 20904
(240) 247-1170
![[MISSING IMAGE: lg_elutiamed-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001708527/000110465925024551/lg_elutiamed-4c.jpg)
Shares of Class A Common Stock
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SEC registration fee
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| | | $ | 14,292 | | |
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FINRA fee
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| | | $ | 13,744 | | |
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Printing expenses
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(1)
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Legal fees and expenses
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(1)
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Accounting fees and expenses
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(1)
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“Blue sky” fees and expenses
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(1)
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Transfer agent fees and expenses
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(1)
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Warrant agent fees and expenses
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(1)
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Trustee fees and expenses
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(1)
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Rating agency fees and expenses
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(1)
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Miscellaneous
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(1)
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Total
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| | | $ | (1) | | |
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Exhibit
Number |
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Description
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Form
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File No.
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Exhibit
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Filing Date
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| 1.1** | | | Underwriting Agreement | | | | | | | | | | | | | |
| 1.2* | | | Controlled Equity OfferingSM Sales Agreement between Elutia Inc. and Cantor Fitzgerald & Co. dated March 17, 2025 | | | | | | | | | | | | | |
| 2.1 | | | | |
8-K
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001-39577
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10.1
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9/19/2023
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| 3.1.a | | | | |
8-K
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001-39577
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3.1
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10/13/2020
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| 3.1.b | | | | |
8-K
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001-39577
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3.1
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09/07/2023
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| 3.2 | | | | |
8-K
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001-39577
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3.2
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10/13/2020
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| 4.1 | | | | |
S-1
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333-248788
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4.1
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09/14/2020
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| 4.2 | | | | |
S-1
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333-248788
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4.2
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09/14/2020
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| 4.3 | | | | |
S-1/A
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333-248788
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4.3
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09/30/2020
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| 4.4 | | | | |
8-K
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001-39577
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4.1
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8/15/2022
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| 4.5 | | | | |
8-K
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001-39577
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4.1
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9/21/2023
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| 4.6 | | | | |
8-K
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001-39577
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4.2
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9/21/2023
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| 4.7 | | | | |
8-K
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001-39577
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10.2
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9/21/2023
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| 4.8 | | | | |
8-K
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001-39577
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4.1
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6/18/2024
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| 4.9 | | | | |
10-K
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001-39577
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4.4
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03/15/2021
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| 4.10 | | | | |
8-K
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001-39577
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4.1
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02/04/2025
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| 4.11 | | | Reference is made to Exhibits 3.1.a, 3.1.b and 3.2 | | | | | | | | | | | | | |
| 4.12 | | | | |
S-3
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333-267197
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4.4
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08/31/2022
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| 4.13** | | | Form of Specimen Certificate Representing Preferred Stock | | | | | | | | | | | | | |
| 4.14** | | | Form of Debt Security | | | | | | | | | | | | | |
| 4.15** | | | Form of Common Warrant | | | | | | | | | | | | | |
| 4.16** | | | Form of Prefunded Warrant | | | | | | | | | | | | | |
| 4.17** | | | Form of Warrant agreement | | | | | | | | | | | | | |
| 4.18** | | | Form of Unit Agreement | | | | | | | | | | | | | |
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Exhibit
Number |
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Description
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Form
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File No.
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Exhibit
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Filing Date
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| 5.1* | | | | | | | | | | | | | | | | |
| 23.1* | | | | | | | | | | | | | | | | |
| 23.2* | | | | | | | | | | | | | | | | |
| 24.1* | | | | | | | | | | | | | | | | |
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25.1***
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| | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of trustee under the indenture filed as Exhibit 4.12 above | | | | | | | | | | | | | |
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President and Chief Executive Officer
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Name
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Title
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Date
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/s/ C. Randal Mills, Ph.D.
C. Randal Mills, PhD.
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| | President, Chief Executive Officer and Director (principal executive officer) | | |
March 14, 2025
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/s/ Matthew Ferguson
Matthew Ferguson
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| | Chief Financial Officer (principal financial officer and (principal accounting officer) | | |
March 15, 2025
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/s/ Kevin Rakin
Kevin Rakin
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| | Chairman of the Board of Directors | | |
March 15, 2025
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/s/ W. Matthew Zuga
W. Matthew Zuga
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| | Director | | |
March 15, 2025
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/s/ Maybelle Jordan
Maybelle Jordan
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| | Director | | |
March 15, 2025
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/s/ Brigid A. Makes
Brigid A. Makes
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| | Director | | |
March 14, 2025
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/s/ David Colpman
David Colpman
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| | Director | | |
March 17, 2025
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