UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. ____2____)*
Aziyo Biologics, Inc.
(Name of
Issuer)
Class A Common Stock, $ 0.01 par value
(Title
of Class of Securities)
05479K106
(CUSIP
Number)
Endurant Capital Management LP
66 Bovet Road, Suite 353
San Mateo, CA 94402
650-539-5905
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
12/31/2022
(Date of
Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
þ 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).
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| 1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Endurant Capital Management LP |
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| 2. |
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) þ |
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| 3. |
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SEC USE ONLY
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| 4. |
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CITIZENSHIP OR PLACE
OF ORGANIZATION
Delaware |
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| NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE VOTING POWER
00,000 |
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6. |
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SHARED VOTING
POWER
1,259,544 |
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7. |
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SOLE DISPOSITIVE
POWER
00,000 |
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8. |
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SHARED DISPOSITIVE
POWER
1,259,544 |
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| 9. |
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,259,544 |
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| 10. |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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| 11. |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
10.67% |
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| 12. |
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TYPE OF REPORTING
PERSON (see instructions)
OO, IA |
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| 1. |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Quang Minh Pham |
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| 2. |
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) þ |
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| 3. |
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SEC USE ONLY
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| 4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
USA
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| NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE VOTING POWER
00,000 |
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6. |
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SHARED VOTING
POWER
1,259,544 |
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7. |
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SOLE DISPOSITIVE
POWER
00,000 |
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8. |
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SHARED DISPOSITIVE
POWER
1,259,544 |
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| 9. |
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,259,544 |
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| 10. |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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| 11. |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
10.67% |
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| 12. |
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TYPE OF REPORTING
PERSON (see instructions)
IN, HC |
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Item 1.
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(a) |
Name of Issuer
Aziyo Biologics, Inc. |
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(b) |
Address of Issuer’s Principal Executive Offices
12510 Prosperity Drive, Suite 370
Silver Spring, MD 20904
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Item 2.
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(a) |
Name of Person Filing
Endurant Capital Management ,LP, a Delaware limited partnership
with respect to the shares of Class A Common Stock directly held by
Endurant Health Fund LP (“Endurant Onshore”), Endurant Health
Offshore Fund Ltd. (“Endurant Offshore”), Endurant Fund Master LP
(“Endurant Master” and together with Endurant Onshore and Endurant
Offshore, the “Endurant Investment Funds”), Molecule Master, LP,
One Oak Multi-Strategy Master Fund, Ltd. and PM Manager Fund, SPC,
(the “Endurant Sub-Advised Funds”);
Mr. Quang Minh Pham, as managing member of Endurant Capital
Management LP, with respect to the Class A Common Stock directly
held by each of the Endurant Investment Funds and Endurant
Sub-Advised Funds.
Endurant Capital Management LP serves as the investment manager to,
and has investment discretion over the securities held by, the
Endurant Investment Funds and the Endurant Sub-Advised funds. Mr.
Quang Minh Pham is the only managing member of Endurant Capital
Management LP.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures herein with
respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate
party.
The filing of this statement should not be construed as an
admission that any of the Reporting Persons is, for the purposes of
Section 13 of the Act, the beneficial owner of the Class A Common
Stock reported herein. |
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(b) |
Address of the Principal Office or, if none, residence
66 Bovet Road, Suite 353
San Mateo, CA 94402 |
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(c) |
Citizenship
Endurant Capital Management LP is a limited partnership organized
under the laws of the State of Delaware. Mr. Quang Minh Pham is a
United States citizen. |
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(d) |
Title of Class of Securities
Class A Common Stock, $0.01 par value |
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(e) |
CUSIP Number
05479K106 |
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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:
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(a) |
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Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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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); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item
4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
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(a) |
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Amount beneficially
owned: 1,259,544 |
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(b) |
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Percent of
class: 10.67% |
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(c) |
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Number of shares as to which the
person has: |
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(i) |
Sole power to vote or to direct the vote . |
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(ii) |
Shared power to vote or to direct the
vote 1,259,544. |
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(iii) |
Sole power to dispose or to direct the disposition
of . |
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(iv) |
Shared power to dispose or to direct the disposition
of 1,259,544. |
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Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
§240.13d-3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following ¨.
Instruction. Dissolution of a group requires a response
to this item.
Item
6. Ownership of More than Five Percent on Behalf of
Another Person.
Item
7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company.
Item
8. Identification and Classification of Members of the
Group.
Item 9. Notice
of Dissolution of Group.
Item
10. Certification.
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(a) |
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The following certification shall be
included if the statement is filed pursuant to §240.13d-1(b): |
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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. |
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(b) |
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The following certification shall be
included if the statement is filed pursuant to §240.13d-1(c): |
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above 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. |
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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.
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02/14/2023
Date
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/s/ Quang Minh Pham
Signature
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Quang Minh Pham - Managing Member
Name/Title
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