Nantahala Capital Management and its principals report a sizable stake in Elutia Inc. As of December 31, 2025, they may be deemed to beneficially own 4,124,854 shares of Elutia’s Class A common stock, representing 9.99% of the outstanding class.
The position includes 939,907 shares that can be acquired within sixty days through warrant exercises. Nantahala, Wilmot B. Harkey, and Daniel Mack report shared voting and dispositive power over all 4,124,854 shares, with no sole voting or dispositive power. A Nantahala-advised fund, BLACKWELL PARTNERS LLC - SERIES A, has rights to dividends or sale proceeds on more than five percent of the shares reported.
The securities are certified as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Elutia, aside from activities solely in connection with a nomination under Rule 14a-11.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Elutia Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
05479K106
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
05479K106
1
Names of Reporting Persons
Nantahala 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
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,124,854.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,124,854.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,124,854.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
05479K106
1
Names of Reporting Persons
Wilmot B. Harkey
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
0.00
6
Shared Voting Power
4,124,854.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,124,854.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,124,854.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
05479K106
1
Names of Reporting Persons
Daniel Mack
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
0.00
6
Shared Voting Power
4,124,854.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,124,854.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,124,854.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Elutia Inc.
(b)
Address of issuer's principal executive offices:
12510 PROSPERITY DRIVE, SUITE 370, SILVER SPRING, MARYLAND 20904
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Class A Common Stock, par value $0.001 per share
(e)
CUSIP No.:
05479K106
Item 3.
If this statement is filed pursuant to §§ 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.C. 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)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations 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 § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of December 31, 2025, Nantahala may be deemed to be the beneficial owner of 4,124,854 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 4,124,854 Shares includes 939,907 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of warrants.
(b)
Percent of class:
As of December 31, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 9.99%
(2) Wilmot B. Harkey: 9.99%
(3) Daniel Mack: 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 4,124,854 Shares.
(2) Wilmot B. Harkey: 4,124,854 Shares.
(3) Daniel Mack: 4,124,854 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 4,124,854 Shares.
(2) Wilmot B. Harkey: 4,124,854 Shares.
(3) Daniel Mack: 4,124,854 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
BLACKWELL PARTNERS LLC - SERIES A, a fund advised by Nantahala, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of more than five percent of the outstanding shares of common stock beneficially owned by Nantahala reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
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, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
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.
How many Elutia (ELUT) shares does Nantahala Capital Management report owning?
Nantahala Capital Management and its principals report beneficial ownership of 4,124,854 Elutia Class A common shares. This total includes shares currently held by funds and separately managed accounts under Nantahala’s control, plus additional shares that may be acquired through warrant exercises within sixty days.
What percentage of Elutia (ELUT) does Nantahala’s group beneficially own?
Nantahala Capital Management, Wilmot B. Harkey, and Daniel Mack each may be deemed to beneficially own 9.99% of Elutia’s Class A common stock. This percentage is calculated based on the total shares outstanding as of December 31, 2025, including shares underlying warrants exercisable within sixty days.
How many Elutia (ELUT) shares can Nantahala acquire through warrants?
The reporting persons state that their 4,124,854 beneficially owned shares include 939,907 additional shares that may be acquired within sixty days through the exercise of warrants. These warrant shares are counted in their reported ownership percentage of Elutia’s Class A common stock.
Who has voting and dispositive power over Elutia (ELUT) shares held by Nantahala?
Nantahala Capital Management, Wilmot B. Harkey, and Daniel Mack report shared voting and shared dispositive power over 4,124,854 Elutia shares, and no sole voting or dispositive power. The shares are held by funds and accounts Nantahala manages, with the three reporting persons acting as control persons.
Is Nantahala’s Elutia (ELUT) stake intended to influence control of the company?
The certification states the Elutia securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer, other than activities solely in connection with a potential nomination under Rule 14a-11.
What role does BLACKWELL PARTNERS LLC - SERIES A play in Elutia (ELUT) ownership?
The filing notes that BLACKWELL PARTNERS LLC - SERIES A, a fund advised by Nantahala, has the right to receive or direct dividends or sale proceeds from more than five percent of Elutia’s outstanding common stock beneficially owned by Nantahala and reported in this statement.
