Amended Statement of Ownership (sc 13g/a)
07 April 2023 - 08:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
AZIYO BIOLOGICS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
05479K106
(CUSIP Number)
March 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x |
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 the 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).
Continued on following pages
Page 1 of 9 Pages
CUSIP
NO. 05479K106 |
Page 2
of 9 Pages |
CUSIP
No. 05479K106 |
(1) Names
of reporting persons |
Birchview
Capital, LP |
(2) Check
the appropriate box if a member of a group |
(a) |
(see
instructions) |
(b) |
(3) SEC
use only |
|
(4) Citizenship
or place of organization |
DE |
Number
of shares beneficially owned by each reporting person with: |
|
(5) Sole
voting power |
0 |
(6) Shared
voting power |
1,655,184* |
(7) Sole
dispositive power |
0 |
(8) Shared
dispositive power |
1,655,184* |
(9) Aggregate
amount beneficially owned by each reporting person |
1,655,184* |
(10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
|
(11)
Percent of class represented by amount in Row (9) |
13.9%† |
(12)
Type of reporting person (see instructions) |
IA |
*
Birchview Capital, LP is the investment manager of Birchview Fund LLC (the “Fund”), and the Fund holds 1,303,105 of
the shares referred to above. As a result, Birchview Capital, LP possesses the power to vote and dispose or direct the disposition of
all the shares owned by the Fund. Mr. Strobeck, the Managing Member of Birchview Capital GP, LLC, the general partner of Birchview Capital,
LP, has ownership of 283,018 shares held in separately managed accounts (“SMA”) managed by Birchview Capital, LP. Of the
total 352,079 shares held in SMAs, Matthew Strobeck personally owns 165,094 shares and holds 117,924 shares in custodial accounts in
his name. The remaining 69,061 shares are held in SMAs advised by Birchview Capital, LP, for the benefit of other investors.
† Based on a total of 11,876,792 Class
A shares outstanding of the Issuer as of March 17, 2023, as set forth in the Issuer’s most recent Form 10-K, filed March 23, 2023.
CUSIP
NO. 05479K106 |
Page 3
of 9 Pages |
CUSIP
No. 05479K106 |
(1) Names
of reporting persons |
Birchview Fund LLC |
(2) Check
the appropriate box if a member of a group |
(a) |
(see
instructions) |
(b) |
(3) SEC
use only |
|
(4) Citizenship
or place of organization |
DE |
Number of shares
beneficially owned by each reporting person with: |
|
(5) Sole
voting power |
0 |
(6) Shared
voting power |
1,303,105 |
(7) Sole
dispositive power |
0 |
(8) Shared
dispositive power |
1,303,105 |
(9) Aggregate
amount beneficially owned by each reporting person |
1,303,105 |
(10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
|
(11) Percent
of class represented by amount in Row (9) |
10.9%
† |
(12) Type of reporting person (see instructions) |
PN |
† Based on a total of 11,876,792 Class
A shares outstanding of the Issuer as of March 17, 2023, as set forth in the Issuer’s most recent Form 10-K, filed March 23, 2023.
CUSIP
NO. 05479K106 |
Page 4
of 9 Pages |
CUSIP
No. 05479K106 |
(1) Names
of reporting persons |
Matthew
Strobeck |
(2) Check
the appropriate box if a member of a group |
(a) |
(see
instructions) |
(b) |
(3) SEC
use only |
|
(4) Citizenship
or place of organization |
United
States of America |
Number
of shares beneficially owned by each reporting person with: |
|
(5) Sole
voting power |
0 |
(6) Shared
voting power |
1,655,184* |
(7) Sole
dispositive power |
0 |
(8) Shared
dispositive power |
1,655,184* |
(9) Aggregate
amount beneficially owned by each reporting person |
1,655,184 |
(10) Check
if the aggregate amount in Row (9) excludes certain shares (see instructions) |
|
(11)
Percent of class represented by amount in Row (9) |
13.9%† |
(12)
Type of reporting person (see instructions) |
IN |
*
Mr. Strobeck is the Managing Member of Birchview Capital GP, LLC, who is the General Partner of Birchview Capital, LP. As a result,
Mr. Strobeck possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by Birchview Capital,
LP the investment manager to the Fund. Mr. Strobeck disclaims beneficial ownership of any of the shares held by the Fund. Mr. Strobeck
has ownership of 283,018 shares held in SMAs managed by Birchview Capital, LP. Of the total 352,079 shares held in SMAs, Matthew Strobeck
personally owns 165,094 shares and holds 117,924 shares in custodial accounts in his name. The remaining 69,061 shares are held in SMAs
advised by Birchview Capital, LP, for the benefit of other investors.
† Based on a total of 11,876,792 Class
A shares outstanding of the Issuer as of March 17, 2023, as set forth in the Issuer’s most recent Form 10-K, filed March 23, 2023.
CUSIP
NO. 05479K106 |
Page 5
of 9 Pages |
Item 1(a). |
Name of Issuer: |
|
|
|
AZIYO BIOLOGICS, INC. (the “Issuer”). |
|
|
Item 1(b). |
Address of the Issuer's Principal Executive Offices: |
|
|
|
12510 Prosperity Drive, Suite 370
Silver Spring, MD 20904 |
|
|
Item 2(a). |
Name of Person Filing |
|
|
|
The names of the person filing this statement on Schedule 13G
(collectively, the “Reporting Persons”) are:
·
Birchview Capital, LP
·
Birchview Fund LLC
·
Matthew Strobeck |
|
|
Item 2(b). |
Address of Principal Business Office or, if None,
Residence: |
|
|
|
688 Pine Street, Suite D, Burlington, VT 05401 |
Item 2(c). |
Citizenship: |
|
|
|
Birchview Capital, LP is a
Delaware limited Partnership. Birchview Fund LLC is a Delaware limited liability company. Matthew Strobeck is a citizen of the United
States. |
|
|
Item 2(d). |
Title of Class of Securities:
|
|
Common Stock (the “Shares”)
|
Item 2(e). |
CUSIP Number: |
|
05479K106 |
|
|
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 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) x An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
CUSIP
NO. 05479K106 |
Page 6
of 9 Pages |
|
(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);Page 5 of 6 pages
(j) ¨ Group,
in accordance with §240.13d-1(b)(1)(ii)(J) |
Item 4. |
Ownership: |
|
|
Item 4(a). |
Amount Beneficially Owned:
Aggregate of all Reporting Persons: 1,655,184
Birchview Capital, LP – 1,655,184
Birchview Fund LLC – 1,303,105
Matthew Strobeck – 1,655,184* |
|
|
Item 4(b). |
Percent of Class:
Aggregate of all Reporting Persons: 13.9%
Birchview Capital, LP – 13.9%
Birchview Fund LLC – 10.9%
Matthew Strobeck – 13.9%* |
Item 4(c). |
Number of shares as to which such person has:
|
|
(i) |
Sole power to vote or direct the vote:
Birchview Capital, LP – 0
Birchview Fund LLC – 0
Matthew Strobeck – 0
|
|
(ii) |
Shared power to vote or to direct the vote:
Birchview Capital, LP – 1,655,184
Birchview Fund LLC – 1,303,105
Matthew Strobeck – 1,655,184
|
|
(iii) |
Sole power to dispose or to direct the disposition of
Birchview Capital, LP – 0
Birchview Fund LLC – 0
Matthew Strobeck – 0
|
CUSIP
NO. 05479K106 |
Page 7
of 9 Pages |
|
(iv) |
Shared power to dispose or to direct the disposition of
Birchview Capital, LP – 1,655,184
Birchview Fund LLC – 1,303,105
Matthew Strobeck – 1,655,184 |
*Mr. Strobeck is the Managing Member of Birchview Capital GP, LLC,
the General Partner of Birchview Capital, LP. As a result, Mr. Strobeck possesses the power to vote and dispose or direct the disposition
of all the shares beneficially owned by Birchview Capital, LP as investment manager to the Fund. Mr. Strobeck disclaims beneficial ownership
of any of the shares held by the Fund.
CUSIP
NO. 05479K106 |
Page 8
of 9 Pages |
Item 5. |
Ownership of Five Percent or
Less of a Class: |
|
|
|
This statement is being filed to report the fact that as of the
date hereof each of the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another
Person: |
|
|
|
This Item 6 is not applicable. |
|
|
Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company: |
|
|
|
This Item 7 is not applicable. |
|
|
Item 8. |
Identification and Classification of Members of
the Group: |
|
|
|
See Exhibit A. |
|
|
Item 9. |
Notice of Dissolution of Group: |
|
|
|
This Item 9 is not applicable. |
|
|
Item 10. |
Certification: |
|
|
|
By signing below the Reporting Persons certifies that,
to the best of such person's 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 such purpose or effect. |
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: April 6, 2023
Birchview Capital, LP
By: | /s/ Matthew
Strobeck |
|
|
Matthew Strobeck, Managing Member of Birchview Capital GP, LLC, General Partner of Birchview Capital, LP |
|
Birchview Fund LLC
By: | /s/ Matthew
Strobeck |
|
|
Matthew Strobeck, Managing Member of Birchview Partners LLC, Manager of Birchview Fund LLC |
|
Matthew Strobeck
CUSIP
NO. 05479K106 |
Page 9
of 9 Pages |
EXHIBIT A
Joint Filing Agreement
The Undersigned agree that the statements on Schedule 13G with respect
to the common stock of Aziyo Biologics, Inc. dated as of April 6, 2023, is, and any amendment thereto signed by each of the undersigned
shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Date: |
April 6, 2023 |
|
Signature: |
/s/
Matthew Strobeck |
|
Name: |
Matthew Strobeck |
|
|
|
Birchview Fund LLC |
|
By: |
/s/ Matthew
Strobeck |
|
Name: |
Matthew Strobeck |
|
Title: |
Managing Member of Birchview Partners LLC, Manager
of Birchview Fund LLC |
|
|
Birchview Capital, LP |
|
|
By: |
/s/ Matthew
Strobeck |
|
Name: |
Matthew Strobeck |
|
Title: |
Managing Member of Birchview Capital GP, LLC, General
Partner of Birchview Capital, LP |
|
Aziyo Biologics (NASDAQ:AZYO)
Historical Stock Chart
From Feb 2024 to Mar 2024
Aziyo Biologics (NASDAQ:AZYO)
Historical Stock Chart
From Mar 2023 to Mar 2024