HighCape Capital, L.P. sold ELUT

Footnotes

This Form 4 relates to the pro rata distribution by Elutia PIPE Investment LP of its shares of Class A Common Stock and Warrants to its partners, without payment of consideration by such partners.; The reported securities are included within 1,436,077 Units originally purchased by Elutia PIPE Investment LP for $1.4275 per Unit. Each Unit consists of one share of Class A Common Stock (the "Common Stock") and one warrant to purchase one and one-half shares of Common Stock. The shares of Common Stock and Warrants reported as transferred in this Form 4 are being distributed to Elutia PIPE Investment LP's partners without payment of consideration by them.; Includes: (i) 53,818 shares of Common Stock held of record by HighCape Partners, L.P.; (ii) 4,001,428 shares of Common Stock held of record by HighCape Partners QP, L.P.; (iii) 499,145 shares of Common Stock held of record by HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Common Stock held of record by HighCape Co-Investment Vehicle II, LLC; (v) 48,931 shares of Common Stock held of record by HighCape Capital, L.P; (vi) 43,659 shares of Common Stock held of record by HighCape Partners II, L.P.; and (vii) 2,092,392 shares of Common Stock held of record by HighCape Partners QP II, L.P.; Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP, LLC, which is the general partner ("GP") of HighCape Partners GP, L.P., which is the GP of each of HighCape Partners, L.P. and HighCape Partners QP, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Capital, LLC, which is the GP of HighCape Capital, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Partners GP II, LLC, which is the GP of HighCape Partners GP II, L.P., which is the GP of each of HighCape Partners II, L.P., HighCape Partners QP II, L.P. and Elutia PIPE Investment, LP. In addition, HighCape Partners GP, L.P. manages each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC.; Each of Mr. Rakin, Mr. Zuga, HighCape Partners GP, LLC and HighCape Partners GP, L.P. may be deemed to beneficially own the securities held by HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC, and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held by HighCape Capital, L.P. In addition, each of Mr. Rakin, Mr. Zuga, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners II, L.P., HighCape Partners QP II, L.P. and Elutia PIPE Investment, LP. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons except to the extent of each reporting person's pecuniary interest therein, if any.