Delaware
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2834
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11-3430072
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Kenneth L. Guernsey
Brett D. White
Anitha Anne
Cooley LLP
Three Embarcadero Center,
20th Floor
San Francisco, CA 94111
(650) 843-5000
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Jennifer J. Rhodes
General Counsel
Angion Biomedica Corp.
51 Charles Lindbergh Boulevard
Uniondale, New York 11553
(415) 655-4899
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Kristen Ferris
Goulston & Storrs PC
400 Atlantic Ave
Boston, MA 02110
(617) 482-1776
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William C. Hicks
Daniel A. Bagliebter
Mintz Levin Cohn Ferris
Glovsky & Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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Jay R. Venkatesan, M.D.
President and Chief Executive Officer
Angion Biomedica Corp.
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Robert Connelly
Chief Executive Officer
Elicio Therapeutics, Inc.
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1.
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Approve the issuance of shares of Angion capital stock pursuant to the Merger, which will represent more than 20% of the
shares of Angion common stock outstanding immediately prior to the Merger and result in a change of control of Angion, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), referred to as the Stock Issuance Proposal;
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2.
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Approve an amendment to the amended and restated certificate of incorporation of Angion to effect a reverse stock split of
Angion common stock at a ratio within the range between -for-1 to -for-1 (with such ratio to be mutually agreed upon by Angion and Elicio prior to the effectiveness of the Merger or, if the Stock Issuance Proposal is not approved by
Angion stockholders, determined solely by the Angion Board), referred to as the Reverse Stock Split Proposal;
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3.
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Approve an amendment to the Angion amended and restated certificate of incorporation to provide for the exculpation of
officers, referred to as the Exculpation Proposal;
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4.
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Elect the Angion Board nominees, Itzhak Goldberg, M.D., F.A.C.R. and Allen R. Nissenson, M.D., to the Angion Board in the
class of directors to hold office until the 2026 Annual Meeting of Stockholders, referred to as the Director Election Proposal;
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5.
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Ratify the selection of Moss Adams LLP as Angion’s independent registered public accounting firm for the fiscal year ending
December 31, 2023, referred to as the Accounting Firm Proposal; and
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6.
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Approve a postponement or adjournment of the Angion special meeting, if necessary, to solicit additional proxies if there are
not sufficient votes in favor of the Stock Issuance Proposal and/or the Reverse Stock Split Proposal, referred to as the Adjournment Proposal.
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Q:
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What is the Merger?
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A:
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Angion, Merger Sub, and Elicio entered into the Merger Agreement on
January 17, 2023. The Merger Agreement, as it may be further amended from time to time, contains the terms and conditions of the proposed merger transaction among Angion, Merger Sub and Elicio. Under the Merger Agreement, Merger Sub
will merge with and into Elicio, with Elicio surviving as a wholly owned subsidiary of Angion. This transaction is referred to as the Merger.
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Q:
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When will the Exchange Ratio be final?
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A:
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Angion and Elicio will agree to an anticipated closing date at least 15
calendar days prior to the Angion special meeting of stockholders (the Anticipated Closing Date). At least ten calendar days prior to the Angion special meeting of stockholders, Angion will deliver to Elicio a schedule (Net Cash
Schedule) setting forth the estimated calculation of Angion Net Cash as of the Anticipated Closing Date. For further details, see the section titled “The Merger
Agreement—Calculation of Angion Net Cash” beginning on page 136 of this proxy statement/prospectus/information statement.
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Q:
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What will happen to Angion if, for any reason, the Merger does not close?
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A:
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If, for any reason, the Merger does not close, the board of directors
of Angion (Angion Board) may elect to, among other things, continue the business of Angion, attempt to continue to sell or otherwise dispose of the various assets of Angion, dissolve and liquidate its assets or commence bankruptcy
proceedings. Under certain circumstances, Angion may be obligated to pay Elicio a termination fee of either $1 million or $2 million and reimburse certain expenses of Elicio up to $500,000, as more fully described in the section
titled “The Merger Agreement—Termination and Termination Fees” beginning on page 145 of this proxy
statement/prospectus/information statement. If Angion decides to dissolve and liquidate its assets, Angion would be required to pay all of its debts and contractual obligations, and to set aside certain reserves for potential future
claims. There can be no assurances as to the amount or timing of available cash left to distribute to stockholders after paying the debts and other obligations of Angion and setting aside funds for reserves.
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Q:
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Why are the two companies proposing to merge?
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A:
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The Merger will result in a clinical-stage biopharmaceutical company
advancing Elicio’s proprietary lymph node-targeting Amphiphile (AMP) technology to develop immunotherapies, with a focus on ELI-002, a therapeutic cancer vaccine targeting mKRAS-driven tumors. For a discussion of Angion’s and Elicio’s
reasons for the Merger, please see the section titled “The Merger—Angion Reasons for the Merger” beginning on page 150
of this proxy statement/prospectus/information statement and “The Merger—Elicio Reasons for the Merger” beginning on page 108 of this proxy statement/prospectus/information statement.
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Q:
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Why am I receiving this proxy statement/prospectus/information statement?
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A:
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You are receiving this proxy statement/prospectus/information statement
because you have been identified as a holder of Angion common stock as of the record date, or a stockholder of Elicio eligible to execute the Elicio written consent. If you are a common stockholder of Angion, you are entitled to vote
at the Angion special meeting, which has been called for the purpose of approving the following proposals:
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1.
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Proposal 1 - the issuance of shares of Angion capital stock pursuant to the Merger,
which will represent more than 20% of the shares of Angion common stock outstanding immediately prior to the Merger and result in a change of control of Angion, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), referred to as the
Stock Issuance Proposal;
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2.
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Proposal 2 - the amendment to the amended and restated certificate of incorporation
of Angion to effect a reverse stock split of Angion common stock at a ratio within the range between -for-1 to -for-1 (with such ratio to be mutually agreed upon by Angion and Elicio prior to the effectiveness of the Merger or, if the
Stock Issuance Proposal is not approved by Angion stockholders, at a ratio as determined solely by the Angion Board), referred to as the Reverse Stock Split Proposal;
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3.
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Proposal 3 - the amendment to the amended and restated certificate of incorporation
of Angion to provide for the exculpation of officers, referred to as the Exculpation Proposal;
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4.
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Proposal 4 - the election of the Angion Board’s nominees, Itzhak Goldberg, M.D.,
F.A.C.R. and Allen R. Nissenson, M.D., to the Angion Board in the class of directors to hold office until the 2026 Annual Meeting of Stockholders, referred to as the Director Election Proposal;
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5.
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Proposal 5 - the ratification of the selection of Moss Adams LLP as Angion’s
independent registered public accounting firm for the fiscal year ending December 31, 2023, referred to as the Accounting Firm Proposal; and
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6.
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Proposal 6 - the postponement or adjournment of the Angion special meeting, if
necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal and/or the Reverse Stock Split Proposal, referred to as the Adjournment Proposal.
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Q:
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What is required to consummate the Merger?
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A:
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To consummate the Merger, Angion’s common stockholders must approve the
Required Angion Closing Stockholder Matters (Proposal Nos. 1 and 2 above) and Elicio’s stockholders must approve the Elicio Stockholder Matters.
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Q:
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What will Elicio’s stockholders, option holders and warrant holders receive in the Merger?
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A:
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Each share of Elicio capital stock outstanding will be converted into
the right to receive a number of shares of Angion common stock calculated using the Exchange Ratio. Angion will assume outstanding and unexercised options to purchase shares of Elicio capital stock, and in connection with the Merger
such options will be converted into options to purchase shares of Angion common stock, with the number of Angion shares subject to such option and the exercise price being appropriately adjusted to reflect the Exchange Ratio. Each
outstanding and unexercised warrant to purchase Elicio common stock immediately prior to the Effective Time will be converted into and become a warrant to purchase shares of Angion common stock, adjusted to reflect the Exchange Ratio
and treated in accordance with the terms thereof. For a more complete description of what Elicio’s stockholders and option holders will receive in the Merger, please see the section titled “The Merger Agreement—Merger Consideration and Exchange Ratio” beginning on page 129 of this proxy statement/prospectus/information statement.
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Q:
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What will Angion’s stockholders and option holders receive in the Merger?
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A:
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At the Effective Time, Angion’s stockholders will continue to own and
hold their existing shares or options to purchase shares of Angion common stock.
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Q:
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Who will be the directors of Angion following the Merger?
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A:
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At the Effective Time, the combined company is expected to initially
have a nine-member board of directors, comprising (a) Mr. Robert Connelly, , , , , and , each as an Elicio designee and (b) Mr. Jay Venkatesan, M.D., MBA, , and , each as an Angion designee, until their respective
successors are duly elected or appointed and qualified or their earlier death, resignation or removal. The aforementioned board of directors will have an audit committee, a compensation committee and a nominating and corporate
governance committee, in accordance with the rules of Nasdaq. All of Angion’s current directors other than Dr. Venkatesan, , and are expected to resign from their positions as directors of Angion, effective upon the Effective
Time.
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Q:
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Who will be the executive officers of Angion following the Merger?
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A:
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Immediately following the Merger, the executive management team of the
combined company is expected to comprise the following individuals with such additional officers as may be added by Elicio or the combined company:
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Name
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Position with the Combined Company
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Current Position at Elicio
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Robert Connelly
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Chief Executive Officer, President and Director
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Chief Executive Officer
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Daniel Geffken
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Interim Chief Financial Officer
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Interim Chief Financial Officer
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Christopher Haqq, M.D., Ph.D.
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Executive Vice President, Head of Research and Development and Chief Medical
Officer
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Executive Vice President, Head of Research and Development and Chief Medical
Officer
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Annette Matthies, Ph.D.
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Chief Business Officer
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Chief Business Officer
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Peter DeMuth, Ph.D.
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Chief Scientific Officer
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Chief Scientific Officer
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Q:
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As a stockholder of Angion, how does the Angion Board recommend that I vote?
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A:
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After careful consideration, the Angion Board unanimously recommends
that the holders of Angion common stock vote:
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•
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“FOR” Proposal 1 - the Stock Issuance Proposal;
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“FOR” Proposal 2 - the Reverse Stock Split Proposal;
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“FOR” Proposal 3 - the Exculpation Proposal.
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“FOR” Proposal 4 - the election of the Angion Board’s nominees in the Director Election
Proposal;
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“FOR” Proposal 5 - the Accounting Firm Proposal; and
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“FOR” Proposal 6 - the Adjournment Proposal.
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Q:
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How many votes are needed to approve each proposal?
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A:
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Approval of each of the Stock Issuance Proposal, the Accounting Firm
Proposal, and the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares outstanding on the record date for the Angion special meeting present in person, by remote
communication, or represented by proxy at the meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes) on this matter.
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Q:
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As a stockholder of Elicio, how does the board of directors of Elicio recommend that I vote?
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A:
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After careful consideration, the Elicio Board unanimously recommends
that the Elicio stockholders execute the written consent indicating their vote in favor of the Elicio Stockholder Matters.
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Q:
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What risks should I consider in deciding whether to vote in favor of the Angion Proposals or to execute and
return the written consent, as applicable?
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A:
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You should carefully review the section of the proxy
statement/prospectus/information statement titled “Risk Factors,” which sets forth certain risks and uncertainties related to the
Merger, risks and uncertainties to which the combined company’s business will be subject, and risks and uncertainties to which each of Angion and Elicio, as an independent company, is subject.
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Q:
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When do you expect the Merger to be consummated?
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A:
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We anticipate that the Merger will be consummated during the second
quarter of 2023, soon after the Angion special meeting to be held on , 2023 but we cannot predict the exact timing. For more information, please see the section titled “The
Merger Agreement—Conditions to the Completion of the Merger” beginning on page 133 of this proxy statement/prospectus/information statement.
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Q:
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What are the material U.S. federal income tax consequences of the Merger to U.S. holders of Elicio shares?
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A:
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Angion and Elicio intend the Merger to qualify as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (Code), as described in the section titled “The Merger—Material U.S. Federal Income
Tax Consequences of the Merger” beginning on page 123 of this proxy statement/prospectus/information statement. If the Merger so qualifies, Elicio stockholders who are
U.S. holders (as defined in the section titled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning
on page 123 of this proxy statement/prospectus/information statement) generally will not recognize gain or loss for U.S. federal income tax purposes on the receipt of shares of Angion common stock issued in
connection with the Merger. Each Elicio stockholder who is a U.S. holder who receives cash in lieu of a fractional share of Angion common stock generally will recognize capital gain or loss in an amount equal to the difference between
the amount of cash received in lieu of such fractional share and such Elicio stockholder’s tax basis allocable to such fractional share.
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Q:
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What are the material U.S. federal income tax consequences of the Reverse Stock Split to U.S. holders of
Angion shares?
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A:
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Angion intends to treat the Reverse Stock Split as a “recapitalization”
for U.S. federal income tax purposes. If it so qualifies, an Angion stockholder who is a U.S. holder (as defined in the section titled “Matters Being Submitted to a Vote of
Angion’s Stockholders—Proposal No. 2: Approval of an Amendment to the Amended and Restated Certificate of Incorporation of Angion
Effecting the Reverse Stock Split—Material U.S. Federal Income Tax Consequences of the Reverse Stock Split” beginning on page 161 of this proxy
statement/prospectus/information
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Q:
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What do I need to do now?
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A:
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Angion and Elicio urge you to read this proxy
statement/prospectus/information statement carefully, including its annexes and information incorporated herein, and to consider how the Merger affects you.
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Q:
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When and where is the Angion special meeting? What must I do to attend the Angion special meeting?
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A:
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The Angion special meeting will be held exclusively online via live
audio-only webcast on , 2023 at 9:00 a.m. Pacific Time. Online check-in will begin at 8:45 a.m. Pacific Time, and Angion encourages you to allow ample time for the online check-in procedures. Please note that you will not be able
to attend the Angion special meeting in person.
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Q:
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How are votes counted?
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A:
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Votes will be counted by the inspector of elections appointed for the
meeting, who will separately count votes “FOR” and “AGAINST,” abstentions and, if applicable, broker non-votes.
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Q:
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What are “broker non-votes”?
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A:
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Brokers who hold shares in street name for customers have the authority
to vote on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters, and, as a result,
absent specific instructions from the beneficial owner of such shares, brokers are not empowered to vote those shares, referred to generally as “broker non-votes.” Broker non-votes, if any, will be treated as shares that are present
at the Angion special meeting for purposes of determining whether a quorum exists but will not have any effect for the purpose of voting on Proposal No. 1 (Stock Issuance Proposal), Proposal No. 4 (Director Election Proposal),
Proposal No. 5 (Accounting Firm Proposal) and Proposal No. 6 (Adjournment Proposal). Broker non-votes, if any, will have the same effect as “AGAINST” votes for Proposal No. 2 (Reverse Stock
Split Proposal) and Proposal No. 3 (Exculpation Proposal).
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Q:
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What will happen if I return my proxy form without indicating how to vote?
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A:
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If you submit your proxy form without indicating how to vote your
shares on any particular proposal, the common stock represented by your proxy will be voted as recommended by the Angion Board with respect to that proposal.
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Q:
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May I change my vote after I have submitted a proxy or voting instruction form?
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A:
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Angion’s common stockholders of record, other than those Angion
stockholders who are parties to voting agreements, may change their vote at any time before their proxy is voted at the Angion special meeting in one of following ways:
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•
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By sending a written notice to the Secretary of Angion stating that it would like to revoke its proxy.
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•
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By duly executing a subsequently dated proxy relating to the same shares of common stock and return it in the postage-paid
envelope provided or similar means, which subsequent proxy is received before the prior proxy is exercised at the Angion special meeting;
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•
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Duly submitting a subsequently dated proxy relating to the same shares of common stock by telephone or via the Internet
(i.e., your most recent duly submitted voting instructions will be followed) before 11:59 p.m. Eastern Time on , 2023; and
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•
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By attending the Angion special meeting and voting such shares during the Angion special meeting.
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Q:
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Who is paying for this proxy solicitation?
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A:
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Angion will pay for the cost of printing and filing of this proxy
statement/prospectus/information statement and the proxy card. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of Angion common stock for the forwarding of
solicitation materials to the beneficial owners of Angion common stock. Angion will reimburse these brokers, custodians, nominees and
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Q:
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What is the quorum requirement?
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A:
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A quorum of stockholders is necessary to hold a valid meeting. The
presence at the Angion special meeting, virtually or represented by proxy, of the holders of a majority of the voting power of the stock issued, outstanding and entitled to vote thereat, as of the record date, will constitute a quorum
for the transaction of business at the Angion special meeting.
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Q:
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Should Angion’s and Elicio’s stockholders send in their stock certificates now, to the extent they have any?
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A:
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No. After the Merger is consummated, Elicio’s stockholders will receive
written instructions from the exchange agent for exchanging their certificates representing shares of Elicio capital stock for certificates representing shares of Angion common stock. Each Elicio stockholder who otherwise would be
entitled to receive a fractional share of Angion common stock will be entitled to receive an amount in cash, without interest, determined by multiplying such fraction by the volume-weighted average closing trading price of a share of
Angion common stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.
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Q:
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Who can help answer my questions?
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A:
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If you are a stockholder of Angion and would like additional copies,
without charge, of this proxy statement/prospectus/information statement or if you have questions about the Merger, including the procedures for voting your shares, you should contact Mackenzie Partners, Inc., Angion’s proxy
solicitor, by telephone, toll-free, at 1-800-322-2885 (toll-free), 212-929-5500 (call collect) or by email at Angion@mackenziepartners.com.
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Name
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Position with the Combined Company
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Current Position at Elicio
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Robert Connelly
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Chief Executive Officer, President and Director
|
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Chief Executive Officer
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Daniel Geffken
|
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Interim Chief Financial Officer
|
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Interim Chief Financial Officer
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Christopher Haqq, M.D., Ph.D.
|
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Executive Vice President, Head of Research and Development and Chief Medical
Officer
|
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Executive Vice President, Head of Research and Development and Chief Medical
Officer
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Annette Matthies, Ph.D.
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Chief Business Officer
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Chief Business Officer
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Peter DeMuth, Ph.D.
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Chief Scientific Officer
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Chief Scientific Officer
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•
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The Exchange Ratio is not adjustable based on the market price of Angion common stock so the consideration at the closing
of the Merger may have a greater or lesser value than at the time the Merger Agreement was signed;
|
•
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Angion’s net cash may be less than $26.5 million at the Closing, which would result in Angion’s stockholders owning a
smaller percentage of the combined organization and, if Angion’s net cash is less than $25.0 million as of the End Date (as defined below), could even result in the termination of the Merger Agreement;
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•
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Failure to complete the Merger may result in Angion or Elicio paying a termination fee to the other party and could harm
the common stock price of Angion and future business and operations of each company;
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•
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If the conditions to the closing of the Merger are not met, the Merger may not occur;
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•
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The Merger may be completed even though material adverse changes may result from the announcement of the Merger,
industry-wide changes and/or other causes;
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•
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Some executive officers and directors of Angion and Elicio have interests in the Merger that are different from the
respective stockholders of Angion and Elicio and that may influence them to support or approve the Merger without regard to the interests of the respective stockholders of Angion and Elicio;
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•
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The market price of Angion common stock following the Merger may decline as a result of the Merger;
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•
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Angion and Elicio securityholders will have a reduced ownership and voting interest in, and will exercise less influence
over the management of, the combined company following the closing of the Merger as compared to their current ownership and voting interest in the respective companies;
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•
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During the pendency of the Merger, Angion and Elicio may not be able to enter into a business combination with another
party at a favorable price because of restrictions in the Merger Agreement, which could adversely affect their respective businesses;
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•
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Certain provisions of the Merger Agreement may discourage third parties from submitting competing proposals, including
proposals that may be superior to the arrangements contemplated by the Merger Agreement;
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•
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Because the lack of a public market for Elicio capital stock makes it difficult to evaluate the fairness of the Merger, the
shareholders of Elicio may receive consideration in the Merger that is less than the fair market value of Elicio capital stock and/or Angion may pay more than the fair market value of Elicio’s capital stock;
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•
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The opinion delivered by Oppenheimer to the Angion Board prior to the entry into the Merger Agreement does not reflect
changes in circumstances that may have occurred since the date of the opinion;
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•
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The Merger may fail to qualify as a reorganization for U.S. federal income tax purposes, resulting in recognition of
taxable gain or loss by Elicio stockholders in respect of their Elicio capital stock;
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•
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The combined organization may become involved in securities class action litigation that could divert management’s
attention and harm the combined organization’s business and insurance coverage may not be sufficient to cover all costs and damages; and
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•
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If any of the events described in under the section titled “Risk Factors—Risks Related to
the Merger” occur, those events could cause the potential benefits of the Merger not to be realized.
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•
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Angion’s recent organizational changes and cost cutting measures may not be successful;
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•
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Angion may not be able to comply with Nasdaq’s continued listing standards;
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•
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Angion has temporarily suspended its clinical programs and has no products approved for sale, which makes it difficult to
assess its future viability; and
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•
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To achieve Angion’s goals it will require substantial additional funding, which capital may not be available to Angion on
acceptable terms, or at all, and, if not so available, may require Angion to delay, limit, reduce or cease operations.
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•
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Elicio has a history of operating losses that are expected to continue for the foreseeable future, and it is unable to
predict the extent of future losses, or whether it will generate significant revenues or achieve or sustain profitability;
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•
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Elicio will require substantial additional capital to finance its operations, and a failure to obtain this necessary
capital when needed on acceptable terms, or at all, could force it to delay, limit, reduce or terminate its research and development programs, commercialization efforts or cease operations;
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•
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Elicio has never generated revenue from product sales and may never become profitable;
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•
|
Elicio’s product candidates are at an early stage of development and may not be successfully developed or commercialized;
|
•
|
The FDA regulatory approval process is lengthy, time-consuming, and inherently unpredictable, and Elicio may experience
significant delays in the clinical development and regulatory approval, if any, of its product candidates;
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•
|
If any product candidate that Elicio successfully develops does not achieve broad market acceptance among physicians,
patients, health care payors and the medical community, the revenues that it generates from their sales will be limited; and
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•
|
Elicio’s success will depend upon intellectual property and proprietary technologies, and it may be unable to protect its
intellectual property.
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•
|
The combined company will need to raise additional financing in the future to fund its operations, which may not be
available to it on favorable terms or at all;
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•
|
The market price of the combined company’s common stock is expected to be volatile, and the market price of the common
stock may drop following the Merger;
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•
|
The combined company will incur costs and demands upon management as a result of complying with the laws, rules and
regulations affecting public companies; and
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•
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Anti-takeover provisions in the combined company’s charter documents and under Delaware law could make an acquisition of
the combined company more difficult and may prevent attempts by the combined company stockholders to replace or remove the combined company management.
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•
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upon termination of the Merger Agreement, Angion may be required to pay Elicio a termination fee of $2.0 million or
$1.0 million, under certain circumstances, and/or up to $500,000 in expense reimbursements; or Elicio may be required to pay Angion a termination fee of $1.0 million, under certain circumstances, and/or up to $500,000 in expense
reimbursements;
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•
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the parties will have incurred significant expenses related to the Merger, such as legal and accounting fees, which must be
paid even if the Merger is not completed;
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•
|
the price of Angion’s common stock may decline and remain volatile; and
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•
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Angion may be forced to cease its operations, dissolve and liquidate its assets.
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•
|
general business or economic conditions generally affecting the industry in which Elicio or Angion operate;
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•
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acts of war, the outbreak or escalation of armed hostilities, acts of terrorism, earthquakes, wildfires, hurricanes or other
natural disasters, health emergencies, including pandemics (including COVID-19 and any evolutions or mutations thereof) and related or associated epidemics, disease outbreaks or quarantine restrictions;
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•
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changes in financial, banking or securities markets;
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•
|
any change in the stock price or trading volume of Angion common stock;
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•
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any failure by Angion to meet internal or analysts’ expectations or projections or the results of operations of Angion;
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•
|
any change in or affecting clinical trial programs or studies conducted by or on behalf of Angion or its subsidiaries;
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•
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any change from continued losses from operations or decreases in cash balances of Elicio or any of its subsidiaries or on a
consolidated basis among Elicio and its subsidiaries;
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•
|
any change in, or any compliance with or action taken for the purpose of complying with, any law or GAAP (or interpretations
of any law or GAAP); or
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•
|
any change resulting from the announcement of the Merger Agreement or the pendency of the Contemplated Transactions;
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•
|
the taking of any action required to be taken by the Merger Agreement; or
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•
|
any reduction in the Angion’s cash and cash equivalents as a result of winding down its activities associated with the
termination of its research and development activities.
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•
|
investors react negatively to the prospects of the combined company’s business and prospects following the closing of the
Merger;
|
•
|
the effect of the Merger on the combined company’s business and prospects following the closing of the Merger is not
consistent with the expectations of financial or industry analysts; or
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•
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the combined company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by
stockholders or financial or industry analysts.
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•
|
to maintain, expand and defend the scope of its intellectual property portfolio, including the amount and timing of any
payments Angion may be required to make, or Angion may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights, and
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•
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the costs associated with being a public company, including Angion’s need to implement additional internal systems and
infrastructure, including financial and reporting systems.
|
•
|
delays or difficulties in enrolling patients in clinical trials;
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•
|
delays or difficulties in clinical site initiation, including difficulties in recruiting clinical site investigators and
clinical site staff;
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•
|
diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as
Angion’s clinical trial sites and hospital staff supporting the conduct of its clinical trials;
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•
|
interruption of key clinical trial activities, such as clinical trial site monitoring, due to limitations on travel imposed
or recommended by federal or state governments, employers and others or interruption of clinical trial subject visits and study procedures, the occurrence of which could affect the integrity of clinical trial data;
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•
|
the risk that participants enrolled in Angion’s clinical trials will acquire COVID-19 while the clinical trial is ongoing,
which could impact the results of the clinical trial, including by increasing the number of observed adverse events;
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•
|
limitations in employee resources that would otherwise be focused on the conduct of Angion’s clinical trials, including
because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people;
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•
|
delays in receiving authorizations from local regulatory authorities to initiate Angion’s planned clinical trials;
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•
|
delays in clinical sites receiving the supplies and materials needed to conduct Angion’s clinical trials;
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•
|
interruption in global shipping that may affect the transport of clinical trial materials, such as investigational drug
product used in Angion’s clinical trials;
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•
|
changes in local regulations as part of a response to the COVID-19 pandemic which may require Angion to change the ways in
which Angion’s clinical trials are conducted, which may result in unexpected costs, or to discontinue the clinical trials altogether;
|
•
|
interruptions or delays in preclinical studies due to restricted or limited operations at Angion’s research and development
laboratory facilities or at its third-party clinical research organizations;
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•
|
delays in necessary interactions with local regulators, ethics committees and other important agencies and contractors due to
limitations in employee resources or forced furlough of government employees; and
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•
|
refusal of the FDA to accept data from clinical trials in affected geographies outside the United States.
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•
|
a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the
membership of a majority of the Angion Board;
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•
|
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director
candidates;
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•
|
the exclusive right of the Angion Board to elect a director to fill a vacancy created by the expansion of the Angion Board or
the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Angion Board;
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•
|
the ability of the Angion Board to authorize the issuance of shares of preferred stock and to determine the price and other
terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;
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•
|
the ability of the Angion Board to alter Angion’s amended and restated bylaws without obtaining stockholder approval;
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•
|
the required approval of at least 66 2/3% of the shares entitled to vote at an election of directors to adopt, amend or
repeal Angion’s amended and restated bylaws or repeal the provisions of Angion’s amended and restated certificate of incorporation regarding the election and removal of directors;
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•
|
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special
meeting of Angion’s stockholders;
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•
|
the requirement that a special meeting of stockholders may be called only by Angion’s chief executive officer or president or
chairperson of the Angion Board or by the Angion Board directors, which may delay the ability of Angion’s stockholders to force consideration of a proposal or to take action, including the removal of directors; and
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•
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advance notice procedures stockholders must comply with in order to nominate candidates to the Angion Board or to propose
matters to be acted upon at a stockholders' meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror's own slate of directors or otherwise attempting to obtain control
of Angion.
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•
|
continuing to undertake preclinical and clinical development;
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•
|
engaging in the development of product candidate formulations and manufacturing processes;
|
•
|
interacting with the applicable regulatory authorities and pursuing other required steps for regulatory approval;
|
•
|
engaging with payors and other pricing and reimbursement authorities;
|
•
|
submitting marketing applications to and receiving approval from the applicable regulatory authorities; and
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•
|
manufacturing the applicable products and product candidates in accordance with regulatory requirements and, if ultimately
approved, conducting sales and marketing activities in accordance with health care, FDA and similar foreign regulatory authority laws and regulations.
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•
|
Elicio’s ability to obtain additional funding to develop its product candidates;
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•
|
Elicio’s ability to conduct and complete nonclinical studies and clinical trials,
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•
|
delays in the commencement, enrollment and timing of clinical trials;
|
•
|
the success of Elicio’s nonclinical studies and clinical trials through all phases of development;
|
•
|
any delays in regulatory review and approval of product candidates in clinical development;
|
•
|
Elicio’s ability to obtain and maintain regulatory approval for its product candidates in the United States and foreign
jurisdictions;
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•
|
potential toxicity and/or side effects of Elicio’s product candidates that could delay or prevent commercialization, limit
the indications for any approved products, require the establishment of risk evaluation and mitigation strategies, or cause an approved drug to be taken off the market;
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•
|
Elicio’s ability to establish or maintain partnerships, collaborations, licensing or other arrangements;
|
•
|
market acceptance of Elicio’s product candidates, if approved;
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•
|
competition from existing products, new products or new therapeutic approaches that may emerge;
|
•
|
the ability of patients or health care providers to obtain coverage of or sufficient reimbursement for Elicio’s products;
|
•
|
Elicio’s ability to leverage its proprietary AMP technology platform to discover and develop additional product candidates;
|
•
|
Elicio’s ability and its licensors’ abilities to successfully obtain, maintain, defend and enforce intellectual property
rights important to its business; and
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•
|
potential product liability claims.
|
•
|
complete research and obtain favorable results from nonclinical and clinical development of Elicio’s current and future
product candidates, including addressing any clinical holds that may be placed on its development activities by regulatory authorities;
|
•
|
seek and obtain regulatory and marketing approvals for any of Elicio’s product candidates for which it completes clinical
trials, as well as their manufacturing facilities;
|
•
|
launch and commercialize any of Elicio’s product candidates for which it obtains regulatory and marketing approval by
establishing a sales force, marketing, and distribution infrastructure or, alternatively, collaborating with a commercialization partner;
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•
|
qualify for coverage and establish adequate reimbursement by government and third-party payors for any of Elicio’s product
candidates for which it obtains regulatory and marketing approval;
|
•
|
develop, maintain, and enhance a sustainable, scalable, reproducible, and transferable manufacturing process for the product
candidates Elicio may develop;
|
•
|
establish and maintain supply and manufacturing capabilities or capacities internally or with third parties that can provide
adequate, in both amount and quality, products, and services to support clinical development and the market demand for any of Elicio’s product candidates for which it obtains regulatory and marketing approval;
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•
|
obtain market acceptance of current or any future product candidates as viable treatment options and effectively compete with
other therapies to establish market share;
|
•
|
maintain a continued acceptable safety and efficacy profile of Elicio’s product candidates following launch;
|
•
|
address competing technological and market developments;
|
•
|
implement internal systems and infrastructure, as needed;
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•
|
negotiate favorable terms in any collaboration, licensing, or other arrangements into which Elicio may enter and perform its
obligations in such collaborations;
|
•
|
maintain, protect, enforce, defend, and expand Elicio’s portfolio of intellectual property rights, including patents, trade
secrets, and know-how;
|
•
|
avoid and defend against third-party interference, infringement, and other intellectual property claims; and
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•
|
attract, hire, and retain qualified personnel.
|
•
|
Elicio may be unable to generate sufficient nonclinical, toxicology, or other in vivo or in vitro data to support the
initiation of clinical trials;
|
•
|
regulators or IRBs or Independent Ethics Committees (IECs) may not authorize Elicio or its investigators to commence or
continue a clinical trial, conduct a clinical trial at a prospective trial site, or amend trial protocols, or may require that it modifies or amends its clinical trial protocols;
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•
|
Elicio, regulators, independent data safety monitoring committees, IRBs or IECs, or its data monitoring committee(s) may
recommend or require the suspension or termination of clinical research for various reasons, including non-compliance with regulatory requirements or a finding that participants are being exposed to unacceptable health risks,
undesirable side effects, or a failure of the product candidate to demonstrate any benefit to subjects, or other unexpected characteristics (alone or in combination with other products) of the product candidate, or due to findings of
undesirable effects caused by a chemically or mechanistically similar therapeutic or therapeutic candidate;
|
•
|
new information may emerge regarding Elicio’s product candidates or technology platform that result in continued development
of some or all of its product candidates being deemed undesirable;
|
•
|
Elicio may have delays identifying, recruiting and training suitable clinical investigators or investigators may withdraw
from its studies;
|
•
|
Elicio may experience delays in reaching, or failing to reach, agreement on acceptable clinical trial contracts or clinical
trial protocols with prospective trial sites or contract research organizations (CROs). Contractual terms can be subject to extensive negotiation, may be subject to modification from time to time and may vary significantly among
different CROs and trial sites;
|
•
|
Elicio may have delays in adding new investigators or clinical trial sites, or it may experience a withdrawal of clinical
trial sites;
|
•
|
the number of patients required for clinical trials of Elicio’s product candidates may be larger than it anticipates,
enrollment in these clinical trials may be slower than it anticipates, or participants may drop out of these clinical trials or be lost to follow-up at a higher rate than it anticipates for a number of reasons, such as adverse events,
an inadequate treatment response, fatigue with the clinical trial process or personal issues;
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•
|
patients who enroll in Elicio’s studies may misrepresent their eligibility or may otherwise not comply with clinical trial
protocols, resulting in the need to drop those patients from those studies, increase the needed enrollment size for those studies, or extend the duration of those studies;
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•
|
there may be flaws in Elicio’s study design, which may not become apparent until a study is well advanced;
|
•
|
Elicio’s contractors may fail to comply with regulatory requirements or clinical trial protocols, or meet their contractual
obligations to it in a timely manner, or at all, or it may be required to engage in additional clinical trial site monitoring;
|
•
|
regulatory authorities or IRBs/IECs may disagree with the design, including endpoints, scope, or implementation of Elicio’s
clinical trials, or regulatory authorities may disagree with its intended indications;
|
•
|
regulatory authorities may disagree with the formulation for Elicio’s product candidates, or its product candidate dose or
dosing schedule;
|
•
|
Elicio may be unable to demonstrate to the satisfaction of regulatory authorities that a product candidate is safe, pure, and
potent for any indication;
|
•
|
regulatory authorities may not accept, or Elicio or its clinical trials may not meet the criteria required to submit,
clinical data from trials which are conducted outside of their jurisdictions;
|
•
|
the results of clinical trials may be negative or inconclusive, may not meet the level of statistical significance required
for, or may not otherwise be sufficient to support marketing approval, and Elicio may decide, or regulatory authorities may require it, to conduct additional clinical trials, analyses, reports, data, or nonclinical studies, or abandon
product development programs;
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•
|
Elicio’s product candidates may have undesirable or unintended side effects, toxicities, or other characteristics that
preclude marketing approval or prevent or limit commercial use;
|
•
|
Elicio may be unable to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks or
otherwise provide an advantage over current standard of care or current or future competitive therapies in development;
|
•
|
the standard of care for the indications Elicio is investigating may change, which changes could impact the meaningfulness of
its resulting study data or which may necessitate changes to its studies;
|
•
|
regulatory authorities may disagree with Elicio’s scope, design, including endpoints, implementation, or its interpretation
of data from nonclinical studies or clinical trials;
|
•
|
regulatory authorities may require Elicio to amend its studies, perform additional or unanticipated clinical trials or
nonclinical studies or manufacturing development work to obtain approval or initiate clinical trials, or it may decide to do so or abandon product development programs;
|
•
|
regulatory authorities may find that Elicio or its third-party manufacturers do not satisfy regulatory requirements and
standards for the facilities and operations used in the manufacture of its product candidates;
|
•
|
the cost of clinical trials of Elicio’s product candidates may be greater than it anticipates, or it may have insufficient
funds for a clinical trial or to pay the substantial user fees required by the FDA or other regulatory authorities upon the filing of a marketing application;
|
•
|
the supply or quality of Elicio’s product candidates or other materials necessary to conduct clinical trials of its product
candidates may be insufficient or inadequate;
|
•
|
regulatory authorities may take longer than Elicio anticipates to make a decision on its product candidates; or
|
•
|
changes in or the enactment of the approval policies, statutes, or regulations of the applicable regulatory authorities may
significantly change in a manner rendering Elicio’s nonclinical or clinical data insufficient for approval.
|
•
|
the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of Elicio’s clinical
trials;
|
•
|
the population studied in the clinical program may not be sufficiently broad or representative to assure safety in the full
population for which Elicio seeks approval;
|
•
|
Elicio may be unable to demonstrate that its product candidates’ risk-benefit ratios for their proposed indications are
acceptable;
|
•
|
the results of clinical trials may not meet the level of statistical significance required by the FDA or comparable foreign
regulatory authorities for approval;
|
•
|
Elicio may be unable to demonstrate that the clinical and other benefits of its product candidates outweigh their safety
risks;
|
•
|
the FDA or comparable foreign regulatory authorities may disagree with Elicio’s interpretation of data from nonclinical
studies or clinical trials;
|
•
|
the data collected from clinical trials of Elicio’s product candidates may not be sufficient to the satisfaction of the FDA
or comparable foreign regulatory authorities to support the submission of a BLA or other comparable submission in foreign jurisdictions or to obtain regulatory approval in the United States or elsewhere;
|
•
|
the FDA or comparable foreign regulatory authorities may fail to approve the manufacturing processes, Elicio’s own
manufacturing facilities, or a third-party manufacturer’s facilities with which it contracts for clinical and commercial supplies; and
|
•
|
the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a
manner rendering Elicio’s clinical data insufficient for approval.
|
•
|
Elicio’s platform may not be successful in identifying additional product candidates;
|
•
|
Elicio may not be able or willing to assemble sufficient resources to acquire or discover additional product candidates;
|
•
|
Elicio’s product candidates may not succeed in nonclinical or clinical testing;
|
•
|
a product candidate may upon further study demonstrate harmful side effects or other characteristics that indicate it is
unlikely to be effective or otherwise does not meet applicable regulatory criteria;
|
•
|
competitors may develop alternatives that render Elicio’s product candidates obsolete or less attractive;
|
•
|
product candidates Elicio develops may nevertheless be covered by third parties’ patents or other exclusive rights;
|
•
|
the market for a product candidate may change during Elicio’s program so that the continued development of that product
candidate is no longer reasonable;
|
•
|
a product candidate may not be capable of being produced in commercial quantities at an acceptable cost, or at all; and
|
•
|
a product candidate may not be accepted as safe and effective by patients, the medical community or third-party payors, if
applicable.
|
•
|
the number of clinical trials for other product candidates in the same therapeutic area that are currently in clinical
development, and Elicio’s ability to compete with such trials for subjects and clinical trial sites;
|
•
|
the severity of the disease under investigation and the existence of current treatments;
|
•
|
the perceived risks and benefits of the product candidate, including the potential advantages or disadvantages of the product
candidate being studied in relation to other available therapies;
|
•
|
the subject eligibility criteria defined in the protocol, as well as Elicio’s ability to compensate subjects for their time
and effort;
|
•
|
the size and nature of the patient population;
|
•
|
the proximity and availability of clinical trial sites for prospective subjects;
|
•
|
the design of the trial, including factors such as frequency of required assessments, length of the study and ongoing
monitoring requirements;
|
•
|
subjects’ and investigators’ ability to comply with the specific instructions related to the trial protocol, proper
documentation, and use of the product candidate;
|
•
|
Elicio’s ability to recruit clinical trial investigators with the appropriate competencies and experience;
|
•
|
patient referral practices of physicians and the effectiveness of publicity created by clinical trials sites regarding the
trial;
|
•
|
the ability to adequately monitor subjects during and after treatment and compensate them for their time and effort;
|
•
|
the ability of Elicio’s clinical study sites, CROs, and other applicable third parties to facilitate timely enrollment;
|
•
|
the ability of clinical trial sites to enroll subjects that meet all inclusion criteria and any patient exclusion due to
erroneous enrollment;
|
•
|
Elicio’s ability to obtain and maintain subject informed consents; and
|
•
|
the risk that subjects enrolled in clinical trials will drop out of the trials before completion of the study or not return
for post-study follow-up, especially subjects in control groups.
|
•
|
regulatory authorities may withdraw or limit their approvals of such products;
|
•
|
regulatory authorities may require the addition of labeling statements, specific warnings or contraindications;
|
•
|
Elicio may be required to create a REMS plan, which could include a medication guide outlining the risks of such side effects
for distribution to patients, a communication plan for health care providers, and/or other elements to assure safe use;
|
•
|
Elicio may be required to change the way such products are distributed or administered, or change the labeling of the
products;
|
•
|
the FDA or a comparable foreign regulatory authority may require Elicio to conduct additional clinical trials or costly
post-marketing testing and surveillance to monitor the safety and efficacy of the products;
|
•
|
Elicio may decide to recall such products from the marketplace after they are approved;
|
•
|
Elicio could be sued and held liable for harm caused to individuals exposed to or taking its products; and
|
•
|
Elicio’s reputation may suffer.
|
•
|
loss of revenue from decreased demand for Elicio’s products and/or product candidates;
|
•
|
impairment of Elicio’s business reputation or financial stability;
|
•
|
incurred costs and time of related litigation;
|
•
|
substantial monetary awards to patients or other claimants, and loss of revenue;
|
•
|
diversion of management attention;
|
•
|
withdrawal of clinical trial participants and potential termination of clinical trial sites or entire clinical programs;
|
•
|
the inability to commercialize Elicio’s product candidates;
|
•
|
significant negative media attention;
|
•
|
decrease in Elicio’s stock price;
|
•
|
initiation of investigations, and enforcement actions by regulators; and/or
|
•
|
product recalls, withdrawals, revocation of approvals, or labeling, marketing or promotional restrictions.
|
•
|
the efficacy of Elicio’s products and the prevalence and severity of any adverse events;
|
•
|
any potential advantages or disadvantages when compared to alternative treatments;
|
•
|
interactions of Elicio’s products with other medicines patients are taking and any restrictions on the use of its products
together with other medications;
|
•
|
the clinical indications for which the products are approved and the approved claims that Elicio may make for the products;
|
•
|
limitations or warnings contained in the product’s FDA-approved labeling, including potential limitations or warnings for
such products that may be more restrictive than other competitive products;
|
•
|
changes in the standard of care for the targeted indications for such product candidates, which could reduce the marketing
impact of any claims that Elicio could make following approval, if obtained;
|
•
|
the safety, efficacy, and other potential advantages over alternative treatments, such as relative convenience and ease of
administration of such products, and the availability of alternative treatments already used or that may later be approved;
|
•
|
cost of treatment versus economic and clinical benefit in relation to alternative treatments or therapies;
|
•
|
the availability of formulary coverage and adequate coverage or reimbursement by third parties, such as insurance companies
and other health care payors, and by U.S. and international government health care programs, including Medicaid and Medicare;
|
•
|
the price concessions required by third-party payors and government health care programs to obtain coverage and payment;
|
•
|
the extent and strength of Elicio’s marketing and distribution of such products;
|
•
|
distribution and use restrictions imposed by the FDA and equivalent foreign regulatory authorities with respect to such
products or to which Elicio agrees, for instance, as part of a REMS or voluntary risk management plan;
|
•
|
the timing of market introduction of such products, as well as competitive products;
|
•
|
Elicio’s ability to offer such products for sale at competitive prices;
|
•
|
Elicio’s ability to offer programs to facilitate market acceptance and insurance coverage from public and private insurance
companies, provide patient assistance, and transition patient coverage;
|
•
|
the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;
|
•
|
the extent and strength of Elicio’s third-party manufacturer and supplier support;
|
•
|
the approval of other new products, including biosimilar products that may be priced at a substantially lower price than
Elicio expects to offer its product candidates for, if approved;
|
•
|
adverse publicity about the product or favorable publicity about competitive products;
|
•
|
the success of any efforts to educate the medical community and third-party payors regarding Elicio’s products, which efforts
may require significant resources and may not be successful; and
|
•
|
potential product liability claims.
|
•
|
Elicio’s inability to recruit and retain adequate numbers of effective sales, marketing, reimbursement, customer service,
medical affairs, and other support personnel;
|
•
|
the inability of sales personnel to obtain access to physicians to discuss Elicio’s products;
|
•
|
the inability of reimbursement professionals to negotiate arrangements for formulary access, reimbursement, and other
acceptance by payors, and to secure adequate coverage;
|
•
|
reduced realization on government sales from mandatory discounts, rebates and fees, and from price concessions to private
health plans and pharmacy benefit managers necessitated by competition for access to managed formularies;
|
•
|
the clinical indications for which the products are approved and the claims that Elicio may make for the products, as well as
any limitations on use or warnings;
|
•
|
the costs associated with training sales and marketing personnel on legal and regulatory compliance matters and monitoring
their actions, and any liability for sales or marketing personnel who fail to comply with the applicable legal and regulatory requirements;
|
•
|
restricted or closed distribution channels that make it difficult to distribute Elicio’s products to different segments of
the patient population;
|
•
|
the lack of complementary medicines to be offered by sales personnel, which may put Elicio at a competitive disadvantage
relative to companies with more extensive product lines; and
|
•
|
unforeseen costs and expenses associated with creating an independent commercialization organization.
|
•
|
they are incident to a physician’s services;
|
•
|
they are reasonable and necessary for the diagnosis or treatment of the illness or injury for which they are administered
according to accepted standards of medical practice; and
|
•
|
they have been approved by the FDA and meet other requirements of the statute.
|
•
|
patent applications may not result in any patents being issued;
|
•
|
patents that may be issued or in-licensed may be challenged, invalidated, modified, revoked, circumvented, found to be
unenforceable, or otherwise may not provide barriers to entry or any competitive advantage;
|
•
|
because of the extensive time required for development, testing and regulatory review of a potential product, it is possible
that before a potential product can be commercialized, any related patent may expire, or remain in existence for only a short period following commercialization, reducing or eliminating any advantage of the patent;
|
•
|
Elicio’s competitors, many of which have substantially greater resources than it or its partners do, and many of which have
made significant investments in competing technologies, may seek, or may already have sought or obtained, patents that will limit, interfere with, or eliminate Elicio’s ability to make, use, and sell its potential products;
|
•
|
there may be significant pressure on the U.S. government and other international governmental bodies to limit the scope of
patent protection both inside and outside the United States for disease treatments that prove successful as a matter of public policy regarding worldwide health concerns;
|
•
|
countries other than the United States may have patent laws less favorable to patentees than those upheld by United States
courts, allowing foreign competitors a better opportunity to create, develop, and market competing products; and
|
•
|
Elicio may be involved in lawsuits to protect or enforce its patents or the patents of its licensors, which could be
expensive, time-consuming and unsuccessful.
|
•
|
pay substantial damages;
|
•
|
stop using its technologies and methods;
|
•
|
stop certain research and development efforts;
|
•
|
develop non-infringing products or methods; and/or
|
•
|
obtain one or more licenses from third parties.
|
•
|
any of Elicio’s current and future product candidates, if approved, may eventually become commercially available in generic
or biosimilar product forms;
|
•
|
others may be able to make immunotherapies that are similar to any of Elicio’s current and future product candidates or
utilize lymph node targeting technology but that are not covered by the claims of the patents that Elicio licenses or may own in the future;
|
•
|
Elicio, or its licensors or current or future collaborators, might not have been the first to make the inventions covered by
the issued patent or pending patent application that it licenses or may own in the future, potentially resulting in the invalidation of such patents or refusal of such applications;
|
•
|
Elicio, or its licensors or current or future collaborators, might not have been the first to file patent applications
covering certain of its or their inventions;
|
•
|
Elicio, or its licensors or current or future collaborators, may fail to meet its obligations to the U.S. government
regarding any in-licensed patents and patent applications funded by U.S. government grants, leading to the loss or unenforceability of patent rights;
|
•
|
others may independently develop similar or alternative technologies or duplicate any of Elicio’s technologies without
infringing on its owned or licensed intellectual property rights;
|
•
|
it is possible that Elicio’s pending, owned or licensed patent applications or those that it may own or license in the future
will not lead to issued patents;
|
•
|
it is possible that there are prior public disclosures that could invalidate Elicio’s owned or in-licensed patents, or parts
of its owned or in-licensed patents;
|
•
|
it is possible that there are unpublished applications or patent applications maintained in secrecy that may later issue with
claims covering Elicio’s product candidates or technology similar to Elicio’s;
|
•
|
it is possible that Elicio’s owned or in-licensed patents or patent applications omit individual(s) that should be listed as
inventor(s) or include individual(s) that should not be listed as inventor(s), which may cause these patents or patents issuing from these patent applications to be held invalid or unenforceable;
|
•
|
issued patents that Elicio hold rights to may be held invalid, unenforceable, or narrowed in scope, including as a result of
legal challenges by its competitors;
|
•
|
the claims of Elicio’s owned or in-licensed issued patents or patent applications, if and when issued, may not cover its
product candidates;
|
•
|
the laws of foreign countries may not protect Elicio’s proprietary rights or the proprietary rights of its licensors or
current or future collaborators to the same extent as the laws of the United States;
|
•
|
the inventors of Elicio’s owned or in-licensed patents or patent applications may become involved with competitors, develop
products or processes that design around its patents, or become hostile to it or the patents or patent applications on which they are named as inventors;
|
•
|
Elicio’s competitors might conduct research and development activities in countries where it does not have patent rights and
then use the information learned from such activities to develop competitive products for sale in its major commercial markets;
|
•
|
Elicio has engaged in scientific collaborations in the past and it intends to continue to do so in the future, and its
collaborators may develop adjacent or competing products that are outside the scope of its patents;
|
•
|
Elicio may not develop additional proprietary technologies that are patentable;
|
•
|
any product candidates Elicio develops may be covered by third-party patents or other exclusive rights;
|
•
|
the patents of others may prohibit or otherwise harm Elicio’s business; or
|
•
|
Elicio may choose not to file a patent in order to maintain certain trade secrets or know-how, and a third party may
subsequently file a patent covering such intellectual property.
|
•
|
restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product
recalls;
|
•
|
fines, warning letters or other enforcement-related letters or clinical holds on post-approval clinical trials;
|
•
|
refusal of the FDA to approve pending BLAs or supplements to approved BLAs, or suspension or revocation of product approvals;
|
•
|
product seizure or detention, or refusal to permit the import or export of products;
|
•
|
injunctions or the imposition of civil or criminal penalties; and
|
•
|
consent decrees, corporate integrity agreements, debarment, or exclusion from federal health care programs; or mandated
modification of promotional materials and labeling and the issuance of corrective information.
|
•
|
the federal Anti-Kickback Statute;
|
•
|
federal civil and criminal false claims laws and civil monetary penalties laws, including the federal False Claims Act;
|
•
|
HIPAA, as amended by HITECH, and their respective implementing regulations, including the Final Omnibus Rule;
|
•
|
the federal transparency requirements known as the federal Physician Payments Sunshine Act, created as part of the ACA; and
|
•
|
analogous local, state and foreign laws and regulations.
|
•
|
the ability of the combined company to obtain regulatory approvals for its product candidates, and delays or failures to
obtain such approvals;
|
•
|
failure of any of the combined company’s product candidates, if approved, to achieve commercial success;
|
•
|
failure by the combined company to maintain its existing third-party license and supply agreements;
|
•
|
failure by the combined company or its licensors to prosecute, maintain, or enforce its intellectual property rights;
|
•
|
changes in laws or regulations applicable to the combined company’s product candidates;
|
•
|
any inability to obtain adequate supply of the combined company’s product candidates or the inability to do so at acceptable
prices;
|
•
|
adverse regulatory authority decisions;
|
•
|
introduction of new products, services or technologies by the combined company’s competitors;
|
•
|
failure to meet or exceed financial and development projections the combined company may provide to the public;
|
•
|
failure to meet or exceed the financial and development projections of the investment community;
|
•
|
the perception of the pharmaceutical industry by the public, legislatures, regulators and the investment community;
|
•
|
announcements of significant acquisitions, strategic collaborations, joint ventures or capital commitments by the combined
company or its competitors;
|
•
|
disputes or other developments relating to proprietary rights, including patents, litigation matters, and the combined
company’s ability to obtain patent protection for its technologies;
|
•
|
additions or departures of key personnel;
|
•
|
significant lawsuits, including patent or stockholder litigation;
|
•
|
if securities or industry analysts do not publish research or reports about the combined company’s business, or if they issue
an adverse or misleading opinion regarding its business and stock;
|
•
|
changes in the market valuations of similar companies;
|
•
|
general market or macroeconomic conditions;
|
•
|
sales of its common stock by the combined company or its stockholders in the future;
|
•
|
trading volume of the combined company’s common stock;
|
•
|
failure to maintain compliance with the listing requirements of The Nasdaq Global Market;
|
•
|
announcements by commercial partners or competitors of new commercial products, clinical progress or the lack thereof,
significant contracts, commercial relationships or capital commitments;
|
•
|
adverse publicity generally, including with respect to other products and potential products in such markets;
|
•
|
the introduction of technological innovations or new therapies that compete with potential products of the combined company;
|
•
|
changes in the structure of health care payment systems; and
|
•
|
period-to-period fluctuations in the combined company’s financial results.
|
•
|
the strategies, prospects, plans, expectations and objectives of management of Angion or Elicio for future operations of the
combined company following the closing of the Merger;
|
•
|
the progress, scope or duration of the development of product candidates or programs;
|
•
|
the benefits that may be derived from, or the commercial or market opportunity of, the product candidates of Angion, Elicio
and the combined company;
|
•
|
the ability of Angion and Elicio to protect their intellectual property rights;
|
•
|
the ability of Angion and the combined company to maintain compliance with Nasdaq listing standards;
|
•
|
the level of net cash held by Angion at the closing of the Merger;
|
•
|
the anticipated operations, financial position, losses, costs or expenses of Angion, Elicio or the combined company following
the closing of the Merger;
|
•
|
statements regarding future economic conditions or performance;
|
•
|
statements concerning proposed products or product candidates;
|
•
|
the approval and closing of the Merger, including the timing of the Merger, the ability of Angion to obtain a sufficient
number of proxies to approve the Merger, other conditions to the completion of the Merger, the Exchange Ratio, and relative ownership levels as of the closing of the Merger;
|
•
|
the expected benefits of and potential value created by the Merger for the stockholders of Angion; and
|
•
|
statements of belief and any statement of assumptions underlying any of the foregoing.
|
1.
|
Proposal 1 (Stock Issuance
Proposal) – To consider and vote upon a proposal to approve the issuance of shares of Angion capital stock pursuant to the Merger, which will represent more than 20% of the shares of Angion common stock outstanding immediately
prior to the Merger and result in a change of control of Angion, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b);
|
2.
|
Proposal 2 (Reverse Stock Split
Proposal) – To consider and vote upon the proposed amendment to the amended and restated certificate of incorporation of Angion to effect a reverse stock split of Angion common stock at a ratio within the range between -for-1
to -for-1 (with such ratio to be mutually agreed upon by Angion and Elicio prior to the effectiveness of the Merger or, if the Stock Issuance Proposal is not approved by Angion stockholders, determined solely by the Angion Board);
|
3.
|
Proposal 3 (Exculpation
Proposal) – To consider and vote upon the proposed amendment to the amended and restated certificate of incorporation of Angion to provide for the exculpation of officers.
|
4.
|
Proposal 4 (Director Election
Proposal) – To consider and vote upon the election of the Angion Board’s nominees, Itzhak Goldberg, M.D., F.A.C.R. and Allen R. Nissenson, M.D., to the Angion Board in the class of directors to hold office until the 2026 Annual
Meeting of Stockholders;
|
5.
|
Proposal 5 (Accounting Firm
Proposal) – To consider and vote upon the ratification of the selection of Moss Adams LLP as Angion’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and
|
6.
|
Proposal 6 (Adjournment
Proposal) – To consider and vote upon the postponement or adjournment of the Angion special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal and/or
the Reverse Stock Split Proposal.
|
•
|
The Angion Board has determined and believes that the issuance of shares of Angion common stock pursuant to the Merger
Agreement is in the best interests of Angion and its stockholders and has approved such proposal. The Angion Board unanimously recommends that Angion stockholders vote “FOR” the Stock Issuance
Proposal as described in this proxy statement/prospectus/information statement.
|
•
|
The Angion Board has determined and believes that it is advisable to, and in the best interests of, Angion and its
stockholders to approve the amendment to the certificate of incorporation of Angion effecting a reverse stock split at a ratio in the range from -for-1 to -for-1, with such specific ratio to be mutually agreed upon by Angion and
Elicio or, if the Stock Issuance Proposal is not approved by Angion
|
•
|
The Angion Board has determined and believes that it is advisable to, and in the best interests of, Angion and its
stockholders to approve the amendment to the amended and restated certificate of incorporation of Angion to provide for the exculpation of officers. The Angion Board unanimously recommends that Angion stockholders vote “FOR” the Exculpation Proposal as described in this proxy statement/prospectus/information statement.
|
•
|
The Angion Board has determined and believes that it is advisable to, and in the best interests of, Angion and its
stockholders to elect each of Itzhak Goldberg, M.D., F.A.C.R. and Allen R. Nissenson, M.D., to serve on the Angion Board in the class of directors with terms expiring at the 2026 Angion Annual Meeting of Stockholders. The Angion Board
unanimously recommends that Angion stockholders vote “FOR” each of the director nominees named in the Director Election Proposal as described in this proxy statement/prospectus/information
statement.
|
•
|
The Angion Board has determined and believes that it is advisable to, and in the best interests of, Angion and its
stockholders to ratify the appointment of Moss Adams LLP as Angion’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Angion Board unanimously recommends that Angion stockholders vote “FOR” the Accounting Firm Proposal as described in this proxy statement/prospectus/information statement.
|
•
|
The Angion Board has determined and believes that adjourning the Angion special meeting, if necessary, to solicit additional
proxies if there are not sufficient votes in favor of the Stock Issuance Proposal and/or the Reverse Stock Split Proposal is advisable to, and in the best interests of, Angion and its stockholders and has approved and adopted the
proposal. The Angion Board unanimously recommends that Angion stockholders vote “FOR” the Adjournment Proposal to adjourn the Angion special meeting, if necessary, to solicit additional proxies if
there are not sufficient votes in favor of the Stock Issuance Proposal and/or the Reverse Stock Split Proposal.
|
•
|
to vote in person, come to the Angion special meeting and Angion will give you a ballot when you arrive;
|
•
|
to vote using the proxy card, simply mark, sign and date your proxy card and return it promptly in the postage-paid envelope
provided. If you return your signed proxy card to Angion before the Angion special meeting, Angion will vote your shares as you direct;
|
•
|
to vote on the Internet, go to the website on the proxy card or voting instruction form to complete an electronic proxy card.
You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by 11:59 p.m. Eastern Time on , 2023 to be counted.
|
•
|
to vote by telephone, go to the website on the proxy card or voting instruction form to complete an electronic proxy card, or
call the toll-free number on the proxy card or voting instruction form to vote. You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by 11:59 p.m. Eastern Time on
, 2023 to be counted.
|
•
|
“FOR” the Stock Issuance Proposal to approve the issuance of shares of Angion common
stock pursuant to the Merger Agreement;
|
•
|
“FOR” the Reverse Stock Split Proposal to approve the amendment to the certificate of
incorporation of Angion effecting a reverse stock split at a ratio in the range from -for-1 to -for-1 with such specific ratio to be mutually agreed upon by Angion and Elicio or, if the Stock Issuance Proposal is not approved by
Angion stockholders, determined solely by the Angion Board following the Angion special meeting;
|
•
|
FOR” the Exculpation Proposal to approve the amendment to the amended and restated
certificate of incorporation of Angion to provide for the exculpation of officers;
|
•
|
“FOR” the election of each of the two director nominees named in the Director
Election Proposal in this proxy statement/prospectus/information statement to serve on the Angion Board as directors for a three-year term expiring at the 2026 Angion Annual Meeting of Stockholders;
|
•
|
“FOR” the Accounting Firm Proposal to ratify the appointment of Moss Adams LLP as
Angion’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and
|
•
|
“FOR” the Adjournment Proposal to adjourn the Angion special meeting, if necessary,
to solicit additional proxies if there are not sufficient votes in favor of the Stock Issuance Proposal and/or the Reverse Stock Split Proposal in accordance with the recommendation of the Angion Board.
|
Proposal Number
|
| |
Proposal Description
|
| |
Vote Required for Approval
|
| |
Effect of
Abstentions
|
| |
Effect of
Broker
Non-
Votes
|
1
|
| |
Stock Issuance Proposal
|
| |
FOR votes from the
holders of a majority of shares voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter
|
| |
None
|
| |
None
|
|
| |
|
| |
|
| |
|
| |
|
2
|
| |
Reverse Stock Split Proposal
|
| |
FOR votes from the
holders of a majority of outstanding shares
|
| |
Against
|
| |
Against
|
|
| |
|
| |
|
| |
|
| |
|
3
|
| |
Exculpation Proposal
|
| |
FOR votes from the
holders of a majority of outstanding shares
|
| |
Against
|
| |
Against
|
|
| |
|
| |
|
| |
|
| |
|
4
|
| |
Director Election Proposal
|
| |
Two nominees receiving the most FOR
votes from the holders of shares present and entitled to vote
|
| |
Withheld votes will have no effect
|
| |
None
|
|
| |
|
| |
|
| |
|
| |
|
5
|
| |
Accounting Firm Proposal
|
| |
FOR votes from the
holders of a majority of shares voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter
|
| |
None
|
| |
None
|
|
| |
|
| |
|
| |
|
| |
|
Proposal Number
|
| |
Proposal Description
|
| |
Vote Required for Approval
|
| |
Effect of
Abstentions
|
| |
Effect of
Broker
Non-
Votes
|
6
|
| |
Adjournment Proposal
|
| |
FOR votes from the
holders of a majority of shares voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter
|
| |
None
|
| |
None
|
•
|
the Angion Board, with the assistance of its advisors, undertook a comprehensive and thorough process of reviewing and
analyzing potential strategic options, including remaining a standalone company pursuing a focused pipeline, a liquidation to distribute available cash, strategic mergers and acquisitions, including through a reverse merger, sale to a
third party and sale to insiders or a private investor, to identify the opportunity that would, in the Angion Board’s opinion, create the most value for Angion’s stockholders;
|
•
|
the Angion Board believes that, as a result of arm’s length negotiations with Elicio, Angion and its representatives
negotiated the most favorable Exchange Ratio for Angion’s stockholders to which Elicio was willing to agree, and that the terms of the Merger Agreement include the most favorable terms to Angion in the aggregate to which Elicio was
willing to agree;
|
•
|
the Angion Board’s belief, after a thorough review of strategic alternatives and discussions with Angion senior management,
representatives of its financial advisor and legal counsel, that the Merger is more favorable to Angion’s stockholders than the potential value that might have resulted from other strategic options available to Angion;
|
•
|
the Angion Board’s belief, based in part on clinical and scientific diligence and an analysis process conducted over several
weeks by Angion’s management and reviewed with the Angion Board, that with respect to Elicio’s product pipeline and the potential market opportunity for Elicio’s product candidates, Elicio’s product candidates have the potential to
create meaningful value for the stockholders of the combined company and an opportunity for Angion’s stockholders to participate in the potential growth of the combined company;
|
•
|
the Angion Board also reviewed with the management of Angion and the management of Elicio the current plans of Elicio for
developing ELI-002 and Elicio’s other product candidates to confirm the likelihood that the combined organization would possess sufficient financial resources to allow the combined company’s management team to focus on the continued
development and anticipated commercialization of those development candidates. The Angion Board also considered the possibility that the combined company would be able to take advantage of the potential benefits resulting from the
combination of Angion’s public company structure with Elicio’s business to raise additional funds in the future;
|
•
|
the ability of Elicio to operate as a public company;
|
•
|
the fact that the combined company will be led by an experienced industry chief executive officer and management team, many
members of which have extensive drug development, research and development, business and regulatory expertise, and a board of directors with representation from the current Angion Board and Elicio Board; and
|
•
|
the oral opinion of Oppenheimer, subsequently confirmed in writing, to the Angion Board (in its capacity as such), to the
effect that, as of January 13, 2023, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Oppenheimer in preparing its opinion
set forth in its written opinion, the Exchange Ratio in the Merger pursuant to the Merger Agreement, was fair, from a financial point of view, to Angion, as more fully described below under the section captioned “The Merger–Opinion of Angion’s Financial Advisor.”
|
•
|
the strategic alternatives to the Merger, including potential transactions that could have resulted from discussions that
Angion’s management conducted with other potential merger partners;
|
•
|
the risks associated with Angion remaining a standalone company pursuing a limited pipeline and preclinical programs
including liquidity needs and cash-burn related to, among other things, funding Angion’s development pipeline;
|
•
|
the risks associated with expected length of the program timelines of Angion’s current assets, including the expected length
of the ANG-3070 and ANG-3777 program timelines, and business development opportunities and the financing sources available to Angion based on such timelines;
|
•
|
the risks associated with Angion’s ability to attract and retain talent;
|
•
|
the risks associated with the need to obtain substantial amounts of financing to continue its operations and to continue the
development of its current programs if Angion were to remain an independent company; and
|
•
|
the risks and delays associated with, and uncertain value and costs to Angion’s stockholders of, liquidating Angion,
including, without limitation, the uncertainties of continuing cash burn while contingent liabilities are resolved and uncertainty of timing of release of cash until contingent liabilities are resolved.
|
•
|
the initial estimated Exchange Ratio used to establish the number of shares of Angion common stock to be issued to Elicio’s
stockholders in the Merger was determined based on the relative valuations of Angion and Elicio, and thus the relative percentage ownership of Angion’s stockholders and Elicio’s stockholders immediately following the completion of the
Merger is subject to change based on the amount of Angion Net Cash at Closing to the extent it is greater than $31.5 million or less than $26.5 million, subject to certain exceptions as more fully described below under the caption “The Merger—Exchange Ratio”;
|
•
|
a dollar-for-dollar adjustment to Angion Net Cash for amounts received by Angion (or which Angion is contractually entitled
to receive (subject to certain limitations)) for the sale of its legacy assets, if successful, as of the Closing Date;
|
•
|
the limited number and nature of the conditions to Elicio’s obligation to consummate the Merger and the limited risk of
non-satisfaction of such conditions as well as the likelihood that the Merger will be consummated on a timely basis;
|
•
|
the respective right of, and limitation on, Angion under the Merger Agreement to consider certain unsolicited Acquisition
Proposals under certain circumstances should Angion receive a Superior Offer;
|
•
|
the reasonableness of the potential termination fee of $2 million, or $1 million in certain circumstances, and related
reimbursement of certain transaction expenses capped at $500,000, which could become payable by Angion to Elicio if the Merger Agreement is terminated in certain circumstances;
|
•
|
the Support Agreements, pursuant to which certain directors, officers and stockholders of Angion and Elicio have agreed,
solely in their capacity as stockholders of Angion and Elicio, respectively, to vote all of their shares of Angion common stock or Elicio capital stock in favor of the approval or adoption, respectively, of the Merger Agreement and the
Contemplated Transactions;
|
•
|
the agreement of Elicio to provide the written consent of Elicio’s stockholders necessary to adopt the Merger Agreement
thereby approving the Merger and the other Contemplated Transactions within three days of the Registration Statement becoming effective; and
|
•
|
the belief that the terms of the Merger Agreement, including the parties’ representations, warranties and covenants, and the
conditions to their respective obligations, are reasonable under the circumstances.
|
•
|
the $2 million, or $1 million in certain circumstances, termination fee payable by Angion to Elicio upon the termination of
the Merger Agreement in certain circumstances, the $1 million termination fee payable by Elicio to Angion upon the termination of the Merger Agreement in certain circumstances, up to $0.5 million in expense reimbursement payable by
Angion to Elicio or by Elicio to Angion, as applicable, in the event of a termination of the Merger Agreement in certain circumstances, and the potential effect of the fees in deterring other potential acquirers from proposing an
alternative transaction that may be more advantageous to Angion’s stockholders;
|
•
|
the substantial expenses to be incurred in connection with the Merger, including the costs associated with any related
litigation;
|
•
|
the likelihood of disruptive stockholder litigation following announcement of the Merger;
|
•
|
the possible volatility, at least in the short term, of the trading price of Angion common stock resulting from the
announcement of the Merger;
|
•
|
the risk that the Merger might not be consummated in a timely manner or at all and the potential adverse effect of the public
announcement of the Merger or delay or failure to complete the Merger on the reputation of Angion;
|
•
|
the likely detrimental effect on Angion’s cash position, stock price and ability to initiate another process and to
successfully complete an alternative transaction should the Merger not be completed;
|
•
|
the risk to Angion’s business, operations and financial results in the event that the Merger is not consummated, including
the diminution of Angion’s cash and the significant challenges associated with the need to raise additional capital through the public or private sale of equity securities;
|
•
|
the early stage of development of Elicio’s product candidates, which, in the future, may not be successfully developed into
products that are marketed and sold;
|
•
|
the strategic direction of the combined company following the completion of the Merger, which will be determined by a board
of directors initially comprised of a majority of the directors designated by Elicio; and
|
•
|
various other risks associated with the combined company and the Merger, including those described in the section titled “Risk Factors” beginning on page 20 of this proxy statement/prospectus/information statement.
|
•
|
historical and current information concerning Elicio’s business, including its financial performance and condition,
operations, management and competitive position;
|
•
|
Elicio’s prospects if it were to remain an independent privately held company, including its need to obtain additional
financing and the terms on which it would be able to obtain such financing, if at all;
|
•
|
the Elicio Board’s belief that no alternatives to the Merger were reasonably likely to create greater value for Elicio
stockholders, after reviewing the various financing and other strategic options to enhance stockholder value that were considered by the Elicio Board;
|
•
|
the cash resources of the combined company expected to be available at the Closing and the anticipated burn rate of the
combined organization;
|
•
|
the broader range of investors to support the development of Elicio’s product candidates than it could otherwise obtain if it
continued to operate as a privately held company;
|
•
|
the potential to provide its current stockholders with greater liquidity by owning stock in a public company;
|
•
|
the expectation that the Merger with Angion would be a more time- and cost-effective means to access capital than other
options considered;
|
•
|
the expectation that substantially all of Elicio’s employees, particularly its management, will serve in similar roles at the
combined organization;
|
•
|
the fact that shares of Angion common stock issued to Elicio stockholders will be registered on a Form S-4 registration
statement and will become freely tradable for Elicio stockholders who are not affiliates of Elicio and who are not parties to the Lock-Up Agreements;
|
•
|
the Support Agreements, pursuant to which certain directors, officers and stockholders of Angion and Elicio, respectively,
have agreed, solely in their capacity as stockholders of Angion and Elicio, respectively, to vote all of their shares of Elicio capital stock or Angion common stock in favor of the adoption or approval, respectively, of the Merger
Agreement;
|
•
|
the ability to obtain a Nasdaq listing and comply with Nasdaq listing requirements;
|
•
|
the terms and conditions of the Merger Agreement, including, without limitation, the following:
|
○
|
the expected relative percentage ownership of Angion securityholders and Elicio securityholders
in the combined organization initially at the Closing and the implied valuation of Elicio based on Angion’s cash contribution to the combined organization;
|
○
|
the parties' representations, warranties and covenants and the conditions to their respective
obligations;
|
○
|
the limited number and nature of the conditions of the obligation of Angion to consummate the
Merger; and
|
○
|
the likelihood that the Merger will be consummated on a timely basis.
|
•
|
the risk that the potential benefits of the Merger Agreement may not be realized;
|
•
|
the risk that future sales of common stock by existing Angion stockholders may cause the price of Angion common stock to
fall, thus reducing the value of the consideration received by Elicio stockholders in the Merger;
|
•
|
the termination fee of $1 million and/or expense reimbursements of up to $500,000, payable by Elicio to Angion upon the
occurrence of certain events, and the
|
•
|
the price volatility of Angion’s common stock, which may reduce the value of Angion common stock that Elicio stockholders
will receive upon the Closing;
|
•
|
the potential reduction of Angion’s net cash prior to Closing;
|
•
|
the possibility that Angion could under certain circumstances consider unsolicited acquisition proposals if superior to the
Merger;
|
•
|
the possibility that the Merger might not be completed for a variety of reasons, such as the failure of Angion to obtain the
required stockholder vote, and the potential adverse effect on the reputation of Elicio and the ability of Elicio to obtain financing in the future in the event the Merger is not completed;
|
•
|
the risk that the Merger might not be consummated in a timely manner or at all;
|
•
|
the expenses to be incurred in connection with the Merger and related administrative challenges associated with combining the
organizations;
|
•
|
the additional expenses that Elicio’s business will be subject to as a public company following the Closing to which it has
not previously been subject; and
|
•
|
reviewed a draft of the Merger Agreement labeled “Execution Version” sent to Oppenheimer on January 12, 2023;
|
•
|
reviewed (i) audited financial statements of Elicio for the fiscal years ended December 31, 2020, and 2021, (ii) unaudited
financial statements of Elicio for the eleven-month period ended November 30, 2022, and (iii) unaudited cash balance as of December 31, 2022;
|
•
|
reviewed financial forecasts and estimates relating to Elicio prepared by the senior management of Elicio as adjusted by the
management of Angion and approved for Oppenheimer’s use by the Angion Board (the Elicio Projections);
|
•
|
held discussions with the senior management and advisors of each of Elicio and Angion with respect to the business and
prospects of each of Elicio and Angion, respectively;
|
•
|
reviewed and analyzed certain publicly available financial data for companies that Oppenheimer deemed relevant in evaluating
Elicio;
|
•
|
considered the financial terms of certain initial public offerings that Oppenheimer deemed relevant;
|
•
|
reviewed other public information concerning Elicio;
|
•
|
reviewed a certificate addressed to Oppenheimer from senior management of Angion which contained, among other things,
representations regarding the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, Oppenheimer by or on behalf of Angion; and
|
•
|
performed certain other analyses, reviewed such other information and considered such other factors as Oppenheimer deemed
appropriate.
|
•
|
ALX Oncology Holdings Inc.
|
•
|
BioAtla, Inc.
|
•
|
Sutro Biopharma, Inc.
|
•
|
PDS Biotechnology Corporation
|
•
|
Aadi Bioscience, Inc.
|
•
|
Gritstone bio, Inc.
|
•
|
Omega Therapeutics, Inc.
|
•
|
Biomea Fusion, Inc.
|
•
|
Acrivon Therapeutics, Inc.
|
•
|
Cue Biopharma, Inc.
|
•
|
Kinnate Biopharma Inc.
|
•
|
Acrivon Therapeutics, Inc.
|
•
|
Xilio Therapeutics, Inc.
|
•
|
Immuneering Corporation
|
•
|
Werewolf Therapeutics, Inc.
|
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
2026
|
| |
2027
|
| |
2028
|
| |
2029
|
| |
2030
|
| |
2031
|
| |
2032
|
| |
2033
|
| |
2034
|
| |
2035
|
| |
2036
|
| |
2037
|
| |
2038
|
| |
2039
|
Total Global Revenue(1)
|
| |
$2
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$62
|
| |
$457
|
| |
$806
|
| |
$964
|
| |
$1,031
|
| |
$1,154
|
| |
$1,416
|
| |
$2,155
|
| |
$3,248
|
| |
$4,184
|
| |
$4,654
|
| |
$5,011
|
| |
$5,278
|
EBIT(2)
|
| |
$(11)
|
| |
$(18)
|
| |
$(22)
|
| |
$(85)
|
| |
$(104)
|
| |
$193
|
| |
$483
|
| |
$518
|
| |
$524
|
| |
$531
|
| |
$625
|
| |
$1,127
|
| |
$1,930
|
| |
$2,484
|
| |
$2,724
|
| |
$2,925
|
| |
$3,113
|
Unlevered
Free Cash
Flow(3)
|
| |
$(9)
|
| |
$(18)
|
| |
$(23)
|
| |
$(89)
|
| |
$(103)
|
| |
$221
|
| |
$417
|
| |
$401
|
| |
$412
|
| |
$415
|
| |
$490
|
| |
$879
|
| |
1,477
|
| |
$1,864
|
| |
$2,032
|
| |
$2,197
|
| |
$2,370
|
(1)
|
Equal to total worldwide net sales plus grant revenue.
|
(2)
|
Equal to gross profit less research and development expenses, sales and marketing expense, and general and administrative
expense.
|
(3)
|
Unlevered free cash flow is defined as EBIT, less taxes, plus depreciation and amortization, less capital expenditures, less
interest income and less changes in net working capital.
|
|
| |
Option Awards
|
||||||||||||
Name
|
| |
Vesting
Commencement
Date(1)
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
Jay R. Venkatesan, M.D.
|
| |
5/1/2018(2)
|
| |
934,400
|
| |
—
|
| |
5.89
|
| |
5/1/2028
|
|
6/18/2020
|
| |
77,791
|
| |
46,675
|
| |
7.77
|
| |
6/17/2030
|
||
|
2/5/2021
|
| |
82,005
|
| |
96,915
|
| |
16.00
|
| |
2/4/2031
|
||
|
3/3/2022(5)
|
| |
272,500
|
| |
487,500
|
| |
1.94
|
| |
3/2/2032
|
||
Itzhak Goldberg, M.D.
|
| |
12/19/2018(3)
|
| |
40,600
|
| |
—
|
| |
6.05
|
| |
1/21/2029
|
|
6/18/2020
|
| |
38,895
|
| |
23,338
|
| |
7.77
|
| |
6/17/2030
|
||
|
2/5/2021
|
| |
32,088
|
| |
37,924
|
| |
16.00
|
| |
2/4/2031
|
||
Jennifer J. Rhodes
|
| |
2/14/2020(3)
|
| |
113,040
|
| |
3,647
|
| |
9.51
|
| |
2/13/2030
|
|
6/18/2020
|
| |
36,464
|
| |
21,879
|
| |
7.77
|
| |
6/17/2030
|
||
|
2/5/2021
|
| |
32,088
|
| |
37,924
|
| |
16.00
|
| |
2/4/2031
|
||
|
3/2/2022(5)
|
| |
132,812
|
| |
142,188
|
| |
1.99
|
| |
3/1/2032
|
||
Victor Ganzi, J.D.
|
| |
2/14/20200(6)
|
| |
25,930
|
| |
12,965
|
| |
9.51
|
| | |
|
3/8/2021(7)
|
| |
15,000
|
| |
—
|
| | | | ||||
|
6/9/2022(7)
|
| |
—
|
| |
15,000
|
| | | | ||||
Allen Nissenson, M.D.
|
| |
2/14/2020(6)
|
| |
25,930
|
| |
12,965
|
| |
9.51
|
| | |
|
3/8/2021(7)
|
| |
15,000
|
| |
—
|
| | | | ||||
|
6/9/2022(7)
|
| |
—
|
| |
15,000
|
| | | | ||||
Gilbert Omenn, M.D.
|
| |
2/14/2020(6)
|
| |
25,930
|
| |
12,965
|
| |
9.51
|
| | |
|
3/8/2021(7)
|
| |
15,000
|
| |
—
|
| | | | ||||
|
6/9/2022(7)—
|
| |
15,000
|
| |
—
|
| | |
|
| |
Option Awards
|
||||||||||||
Name
|
| |
Vesting
Commencement
Date(1)
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
Karen Wilson
|
| |
4/1/2020(6)
|
| |
25,930
|
| |
12,965
|
| |
9.51
|
| | |
|
3/8/2021(7)
|
| |
15,000
|
| |
—
|
| | | | ||||
|
6/9/2022(7)
|
| |
—
|
| |
15,000
|
| | | |
(1)
|
Except as otherwise noted, all grants with a vesting commencement date in June 2020 and thereafter vest as to 1/48th of the
shares subject to the award on each monthly anniversary of the vesting commencement date, subject to the executive officer’s continued service to Angion through each vesting date.
|
(2)
|
The stock option award vests as to 25% of the shares on the vesting commencement date and thereafter 10% of the shares vest on
each quarterly anniversary, subject to Dr. Venkatesan’s continued service to Angion through such vesting date; provided that an additional 25% of the shares can vest if certain financing goals are achieved. This award is fully vested.
|
(3)
|
The stock option award vests as to 25% of the shares on the first anniversary of the vesting commencement date and vest as to
the remaining 75% of the shares in 24 substantially equal monthly installments thereafter, such that all awards will be vested on the anniversary of the vesting commencement date, subject to the executive officer’s continued service to
Angion through such vesting date.
|
(4)
|
The restricted stock units shall vest as to 25% of the shares on the first anniversary of the vesting commencement date and
vest as to the remaining 75% of the shares in 24 substantially equal monthly installments thereafter, such that all awards will be vested on the third anniversary of the vesting commencement date. In January 2022, the vesting schedule
for this grant was modified to vest annually on January 13, 2023, and then the vesting schedule was subsequently modified in December 2022 so that vesting shall occur upon certain triggering events in an amount equal to what she would
have other vested on the original monthly schedule, including if Ms. Rhodes is involuntary terminated, Ms. Rhodes resigned her employment with Angion, or if the current merger transaction announced by Angion on January 17, 2023 is
abandoned.
|
(5)
|
Dr. Venkatesan and Ms. Rhodes each received two stock option awards in March of 2022. The first award granted Dr. Venkatesan
of 600,000 shares and Ms. Rhodes of 160,000 shares, all vest at a rate of 1/48th of the shares subject to the award each month following the vesting commencement date. The second award granted Dr. Venkatesan of 160,000 shares and Ms.
Rhodes of 100,000 shares, all vest at a rate of 50% on July 31, 2022 and December 31, 2022. Both awards are subject to subject to the Named Executive Officer’s continued service to Angion through each vesting date.
|
(6)
|
Mr. Ganzi, Dr. Nissenson and Dr. Omenn each received a new director stock option award in February of 2020. Such awards
granted each 25,000 options, vesting annually over three years. Ms. Wilson received a new director stock option award in April of 2020 of 25,000 options, vesting annual over three years.
|
(7)
|
Mr. Ganzi, Dr. Nissenson, Dr. Omenn and Ms. Wilson each received annual director stock option awards of 15,000 options in
March of 2021 and June of 2022. Such grants vest annually over a one-year period.
|
Directors and Executive Officers
|
| |
Number of
Shares of
Elicio Capital
Stock Held
Immediately
Prior to Closing
|
Julian Adams, Ph.D.
|
| |
—
|
Carol Ashe
|
| |
—
|
Yekaterina (Katie) Chudnovsky(1)
|
| |
38,819,875
|
Robert Connelly
|
| |
2,595,072
|
Daniel Geffken
|
| |
—
|
Christopher Haqq, M.D., Ph.D(2)
|
| |
2,565,565
|
Annette Matthies, Ph.D.
|
| |
—
|
Daphne Karydas
|
| |
—
|
Robert Ruffolo, Jr., Ph.D.
|
| |
—
|
Assaf Segal
|
| |
—
|
(1)
|
Consists of 38,819,875 shares of Elicio common stock held by GKCC, LLC issuable upon the conversion of 38,819,875 shares of
Elicio Series C preferred stock. Yekaterina (Katie) Chudnovsky is the sole member and manager of GKCC, LLC and may be deemed to beneficially own the shares held by GKCC, LLC.
|
(2)
|
Consists of: (i) 300,000 shares of Elicio common stock, of which 300,000 shares are subject to forfeiture pursuant to an early
exercise of a stock option prior to vesting and (ii) 2,265,565 shares of Elicio common stock underlying restricted stock units that will vest immediately prior to the Closing.
|
Stockholder Name
|
| |
Number of
Shares of
Elicio Capital
Stock Held
Immediately
Prior to Closing
|
GKCC, LLC(1)
|
| |
38,819,875
|
Clal Biotechnology Industries, Ltd.(2)
|
| |
34,497,911
|
(1)
|
See Note 1 to the previous table.
|
(2)
|
Consists of (i) 7,314,219 shares of Elicio common stock issuable upon the conversion of 5,000,000 shares of Elicio Series A
preferred stock, (ii) 16,675,693 shares of Elicio common stock issuable upon the conversion of 11,399,504 shares of Elicio Series B preferred stock, (iii) 10,507,999 shares of Elicio common stock issuable upon the conversion of
10,507,999 shares of Elicio Series C preferred stock, in each case, held by Clal Biotechnology Industries, Ltd (CBI). Assaf Segal is the Chief Executive Officer of CBI and also a member of the Elicio Board of Directors.
|
Optionholder Name
|
| |
Grant Date
|
| |
Expiration
Date
|
| |
Exercise
Price
|
| |
Number of
Shares of
Elicio
Common
Stock
Underlying
Option as
of February 1,
2023
|
| |
Number of
Shares of
Elicio
Common
Stock
Underlying
Option Vested as
of February 1,
2023
|
Julian Adams
|
| |
1/20/2017
|
| |
1/20/2027
|
| |
$0.08
|
| |
250,000
|
| |
250,000
|
|
3/20/2018
|
| |
3/20/2028
|
| |
$0.08
|
| |
120,000
|
| |
120,000
|
||
|
11/15/2018
|
| |
11/15/2028
|
| |
$0.18
|
| |
401,484
|
| |
401,484
|
||
|
9/2/2020
|
| |
9/2/2030
|
| |
$0.17
|
| |
100,000
|
| |
64,582
|
||
|
3/31/2022
|
| |
3/31/2032
|
| |
$0.25
|
| |
75,000
|
| |
—
|
||
|
12/6/2022
|
| |
12/6/2032
|
| |
$0.07
|
| |
1,888,773
|
| |
—
|
||
Carol Ashe
|
| |
9/2/2020
|
| |
9/2/2030
|
| |
$0.17
|
| |
200,000
|
| |
120,832
|
|
3/31/2022
|
| |
3/31/2032
|
| |
$0.25
|
| |
75,000
|
| |
—
|
||
|
12/6/2022
|
| |
12/6/2032
|
| |
$0.07
|
| |
548,781
|
| |
—
|
||
Yekaterina (Katie) Chudnovsky
|
| |
12/6/2022
|
| |
12/6/2032
|
| |
$0.07
|
| |
250,000
|
| |
—
|
Robert Connelly
|
| |
9/8/2020
|
| |
9/8/2030
|
| |
$0.17
|
| |
1,500,000
|
| |
1,500,000
|
|
11/28/2022
|
| |
11/28/2032
|
| |
$0.07
|
| |
8,171,995
|
| |
—
|
||
Daniel Geffken
|
| |
2/25/2015
|
| |
2/25/2025
|
| |
$0.08
|
| |
5,000
|
| |
5,000
|
|
10/2/2017
|
| |
10/2/2027
|
| |
$0.08
|
| |
40,000
|
| |
40,000
|
||
|
3/20/2018
|
| |
3/20/2028
|
| |
$0.00
|
| |
45,000
|
| |
45,000
|
||
|
11/15/2018
|
| |
11/15/2028
|
| |
$0.08
|
| |
199,306
|
| |
199,306
|
||
|
9/2/2020
|
| |
9/2/2030
|
| |
$0.17
|
| |
100,000
|
| |
60,416
|
||
|
3/31/2022
|
| |
3/31/2032
|
| |
$0.25
|
| |
75,000
|
| |
—
|
||
|
12/6/2022
|
| |
12/6/2032
|
| |
$0.07
|
| |
926,554
|
| |
—
|
||
Christopher Haqq, M.D., Ph.D.
|
| |
3/31/2022
|
| |
3/31/2032
|
| |
$0.25
|
| |
200,000
|
| |
—
|
|
11/28/2022
|
| |
11/28/2032
|
| |
$0.07
|
| |
5,518,873
|
| |
—
|
||
Annette Matthies, Ph.D.
|
| |
2/1/2021
|
| |
2/1/2031
|
| |
$0.23
|
| |
1,416,166
|
| |
767,090
|
|
3/31/2022
|
| |
3/31/2032
|
| |
$0.25
|
| |
100,000
|
| |
—
|
||
|
11/28/2022
|
| |
11/28/2032
|
| |
$0.07
|
| |
3,025,613
|
| |
—
|
||
Daphne Karydas
|
| |
9/2/2020
|
| |
9/2/2030
|
| |
$0.17
|
| |
200,000
|
| |
120,832
|
|
3/31/2022
|
| |
3/31/2032
|
| |
$0.25
|
| |
75,000
|
| |
—
|
||
|
12/6/2022
|
| |
12/6/2032
|
| |
$0.07
|
| |
548,781
|
| |
—
|
||
Robert Ruffolo, Jr., Ph.D.
|
| |
2/20/2020
|
| |
2/20/2030
|
| |
$0.17
|
| |
40,000
|
| |
40,000
|
|
9/2/2020
|
| |
9/2/2020
|
| |
$0.17
|
| |
200,000
|
| |
120,832
|
||
|
3/31/2022
|
| |
3/31/2032
|
| |
$0.25
|
| |
75,000
|
| |
—
|
||
|
12/6/2022
|
| |
12/6/2032
|
| |
$0.07
|
| |
628,604
|
| |
—
|
||
Assaf Segal
|
| |
12/6/2022
|
| |
12/6/2032
|
| |
$0.07
|
| |
250,000
|
| |
—
|
Optionholder Name
|
| |
Grant Date
|
| |
Expiration
Date
|
| |
Exercise
Price
|
| |
Number of
Shares of
Elicio
Common
Stock
Underlying
Option as
of February 1,
2023
|
| |
Number of
Shares of
Elicio
Common
Stock
Underlying
Option Vested as
of February 1,
2023
|
Peter DeMuth, Ph.D.
|
| |
2/25/2014
|
| |
2/25/2024
|
| |
$0.08
|
| |
18,900
|
| |
18,900
|
|
12/18/2014
|
| |
12/18/2024
|
| |
$0.08
|
| |
21,100
|
| |
21,100
|
||
|
12/10/2015
|
| |
12/10/2025
|
| |
$0.08
|
| |
20,000
|
| |
20,000
|
||
|
11/4/2016
|
| |
11/4/2026
|
| |
$0.08
|
| |
20,000
|
| |
20,000
|
||
|
10/2/2017
|
| |
10/2/2027
|
| |
$0.08
|
| |
80,000
|
| |
80,000
|
||
|
12/27/2017
|
| |
12/27/2027
|
| |
$0.08
|
| |
10,000
|
| |
10,000
|
||
|
3/20/2018
|
| |
3/20/2028
|
| |
$0.08
|
| |
45,000
|
| |
45,000
|
||
|
10/12/2018
|
| |
10/12/2028
|
| |
$0.18
|
| |
136,802
|
| |
136,802
|
||
|
3/24/2020
|
| |
3/24/2030
|
| |
$0.17
|
| |
450,000
|
| |
318,746
|
||
|
2/26/2021
|
| |
2/26/2031
|
| |
$0.23
|
| |
50,000
|
| |
23,958
|
||
|
3/31/2022
|
| |
3/31/2032
|
| |
$0.25
|
| |
800,000
|
| |
—
|
||
|
11/28/2022
|
| |
11/28/2032
|
| |
$0.07
|
| |
3,356,151
|
| |
—
|
Name
|
| |
Position with the Combined Company
|
| |
Current Position at Elicio
|
Robert Connelly
|
| |
Chief Executive Officer, President
and Director
|
| |
Chief Executive Officer
|
|
| |
|
| |
|
Daniel Geffken
|
| |
Interim Chief Financial Officer
|
| |
Interim Chief Financial Officer
|
|
| |
|
| |
|
Christopher Haqq, M.D., Ph.D.
|
| |
Executive Vice President, Head of Research and Development and Chief Medical
Officer
|
| |
Executive Vice President, Head of Research and Development and Chief Medical
Officer
|
|
| |
|
| |
|
Annette Matthies, Ph.D.
|
| |
Chief Business Officer
|
| |
Chief Business Officer
|
|
| |
|
| |
|
Peter DeMuth, Ph.D.
|
| |
Chief Scientific Officer
|
| |
Chief Scientific Officer
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any
state thereof, or the District of Columbia;
|
•
|
an estate the income of which is subject to U.S. federal income tax regardless of its source; or
|
•
|
a trust with respect to which a court within the United States is able to exercise primary supervision over its
administration and one or more U.S. persons have the authority to control all of its substantial decisions, or an electing trust that was in existence on August 19, 1996 and was treated as a domestic trust on that date.
|
•
|
“Elicio Valuation” means $95 million.
|
•
|
“Elicio Outstanding Shares” means the total number of shares of Elicio capital stock outstanding immediately prior to the
Effective Time after giving effect to the Preferred Stock Conversion, expressed on a fully-diluted basis and as-converted to Elicio common stock basis, assuming, without limitation or duplication, (i) the exercise of all Elicio stock
options, Elicio restricted stock unit awards and Elicio warrants, in each case outstanding as of immediately prior to the Effective Time, and (ii) the issuance of shares of Elicio capital stock in respect of all other outstanding
options, restricted stock awards, restricted stock units, warrants or rights to receive such shares, whether conditional or unconditional and including any outstanding options, warrants, restricted stock awards, restricted stock units
or rights triggered by or associated with the consummation of the Merger (but excluding any shares of Elicio capital stock reserved for issuance other than with respect to outstanding Elicio warrants or Elicio stock options under the
Elicio Plans as of immediately prior to the Effective Time).
|
•
|
“Angion Equity Value” means $21.05 million.
|
•
|
“Angion Outstanding Shares” means, subject to, among other things, certain stock dividends, subdivisions, reclassifications,
recapitalizations, splits (including the possibility to effect the Reverse Stock Split), combinations or exchanges of shares or other like changes occurring prior to the Effective Time and the exclusion of out-of-the money Angion stock
options, the total number of shares of Angion common stock outstanding immediately prior to the Effective Time expressed on a fully-diluted and as-converted to Angion common stock basis and using the treasury stock method (and, for the
avoidance of doubt, includes all in-the-money Angion stock options and Angion warrants), but assuming, without limitation or duplication, the issuance of shares of Angion common stock in respect of all Angion stock options, Angion
restricted stock units, Angion warrants and other outstanding options, warrants or rights to receive such shares, in each case, outstanding as of immediately prior to the Effective Time (assuming cashless exercise using the Angion
Closing Price), whether conditional or unconditional and including any outstanding options, warrants or rights triggered by or associated with the consummation of the Merger (but excluding any shares of Angion common stock reserved for
issuance other than with respect to outstanding Angion stock options, Angion restricted stock units and Angion warrants as of immediately prior to the Effective Time and as set forth above). No out-of-the-money Angion stock options or
Angion warrants will be included in the total number of shares of Angion common stock outstanding for purposes of determining the Angion Outstanding Shares.
|
•
|
“Angion Valuation” means (i) if Angion Net Cash is greater than $31.5 million, the sum of (w) the Angion Equity Value plus (x) $29 million plus (y) the amount by which Angion Net Cash exceeds $31.5 million
|
•
|
“Angion Net Cash” means, without duplication, (a) the sum of (i) Angion’s cash and cash equivalents, and marketable
securities in each case as of the Anticipated Closing Date, (ii) the amount of any security deposits under leases or rental agreements to the extent refundable to Angion, (iii) the pro rata portion of any expenses prepaid by Angion
(x) that will benefit Angion after Closing (subject to Elicio’s due diligence reasonably confirming Angion will in fact receive such benefit) or (y) for which the parties agree that Angion will be contractually entitled to receive upon
termination of applicable contracts that the parties agree will be terminated as of or promptly after Closing (including, without limitation, prepaid expenses with respect to insurance to the extent that the parties agree that Angion
will terminate such insurance and be contractually entitled to a refund of such prepaid expenses), (iv) any net cash proceeds of the Asset Dispositions (as defined in the section titled “Merger
Agreement—Potential Asset Disposition”) which Angion is contractually entitled as of the Closing Date (subject to no conditions other than the passage of time) to receive within 90 days of the Closing Date and (v) 50% of (A)
the aggregate costs associated with stockholder litigation brought or threatened in writing against Angion or its directors or officers relating to the Contemplated Transactions and (B) the fees associated with the listing on Nasdaq of
the additional shares of Angion common stock to be issued in connection with the Contemplated Transactions, minus (b) the sum of (i) Angion’s accounts payable, accrued expenses (other than
accrued expenses which are Transaction Expenses, as defined below, of Angion) and other current liabilities (excluding a recorded liability of approximately $160,000 for potential patient recruitment bonuses from a terminated clinical
study that will not be realized (subject to Elicio’s due diligence reasonably confirming such bonuses will not be realized)) payable in cash, in each case as of the Anticipated Closing Date and determined in a manner consistent with the
manner in which such items were historically determined and in accordance with Angion’s audited financial statements and the unaudited balance sheet of Angion as of September 30, 2022, included in Angion’s Report on Form 10-Q for the
quarterly period ended September 30, 2022, as filed with the SEC, (ii) any unpaid Transaction Expenses (as defined in “—Expenses”) of Angion, (iii) any unpaid amounts payable by Angion in
satisfaction of its obligations related to the directors’ and officers’ liability tail policy for the period after Closing, (iv) the amount of any Outstanding Lease Obligations, and (v) any declared but unpaid Angion cash dividends, plus (c) the aggregate amount of any outstanding principal and accrued interest under the Angion Notes as of the Anticipated Closing Date (but in no event will such amount be counted twice in the
calculation of Angion Net Cash). The parties agreed that in no case will Angion Net Cash be reduced for any costs or expenses, including attorney’s fees or settlement costs, incurred in connection with any dissenting shares.
|
|
| |
|
| |
Post-Merger Ownership
|
|||
Angion Net Cash at Closing
($ in millions)
|
| |
Exchange Ratio
|
| |
Angion Equity Holders
|
| |
Elicio Equity Holders
|
$23 million
|
| |
0.0176
|
| |
31.7%
|
| |
68.3%
|
$23.5 million
|
| |
0.0174
|
| |
31.9%
|
| |
68.1%
|
$24 million
|
| |
0.0172
|
| |
32.2%
|
| |
67.8%
|
$24.5 million
|
| |
0.0171
|
| |
32.4%
|
| |
67.6%
|
$25 million
|
| |
0.0169
|
| |
32.6%
|
| |
67.4%
|
$25.5 million
|
| |
0.0167
|
| |
32.9%
|
| |
67.1%
|
$26 million
|
| |
0.0166
|
| |
33.1%
|
| |
66.9%
|
$26.5 million
|
| |
0.0164
|
| |
33.4%
|
| |
66.6%
|
|
| |
|
| |
Post-Merger Ownership
|
|||
Angion Net Cash at Closing
($ in millions)
|
| |
Exchange Ratio
|
| |
Angion Equity Holders
|
| |
Elicio Equity Holders
|
$27 million
|
| |
0.0164
|
| |
33.6%
|
| |
66.4%
|
$27.5 million
|
| |
0.0164
|
| |
33.8%
|
| |
66.2%
|
$28 million
|
| |
0.0164
|
| |
34.1%
|
| |
65.9%
|
$28.5 million
|
| |
0.0164
|
| |
34.3%
|
| |
65.7%
|
$29 million
|
| |
0.0164
|
| |
34.5%
|
| |
65.5%
|
$29.5 million
|
| |
0.0164
|
| |
34.7%
|
| |
65.3%
|
$30 million
|
| |
0.0164
|
| |
35%
|
| |
65.0%
|
$30.5 million
|
| |
0.0164
|
| |
35.2%
|
| |
64.8%
|
$31 million
|
| |
0.0164
|
| |
35.4%
|
| |
64.6%
|
$31.5 million
|
| |
0.0164
|
| |
35.6%
|
| |
64.4%
|
$32 million
|
| |
0.0162
|
| |
35.8%
|
| |
64.2%
|
•
|
there must not have been any temporary restraining order, preliminary or permanent injunction or other order preventing the
consummation of the Contemplated Transactions issued by any court of competent jurisdiction or other governmental body of competent jurisdiction and that remains in effect, and no law may have made the consummation of the Contemplated
Transactions illegal;
|
•
|
the Angion stockholders must have approved (i) the amendment to Angion’s certificate of incorporation to effect the Reverse
Stock Split, (ii) if applicable, the consummation of the Asset Dispositions and (iii) the issuance of Angion common stock or other securities of Angion that represent (or are convertible into) more than 20% of the shares of Angion
common stock outstanding immediately prior to the Merger to the holders of Elicio capital stock, Elicio stock options and Elicio warrants in connection with the Contemplated Transactions and the change of control of Angion resulting
from the Contemplated Transactions, in each case pursuant to the Nasdaq rules;
|
•
|
Elicio must have delivered an action by written consent (Elicio Stockholder Written Consent) executed by the holders of (a) a
majority of the then outstanding shares of Elicio Series A Preferred Stock voting as a separate class; (b) a majority of the then outstanding shares of Elicio Series B Preferred Stock voting as a separate class; (c) a majority of the
then outstanding shares of Elicio Series C Preferred Stock voting as a separate class; and (d) a majority of the then outstanding shares of Elicio capital stock on an as-converted to Elicio common stock basis (collectively, the Required
Elicio Stockholder Vote): (i) adopting and approving the Merger Agreement and the Contemplated Transactions, (ii) acknowledging that the approval given thereby is irrevocable and that such stockholder is aware of its rights to demand
appraisal, or assert any dissenters’ rights, for its shares pursuant to Section 262 of the DGCL and that such stockholder has received and read a copy of Section 262 of the DGCL, (iii) acknowledging that by such stockholder’s approval
of the Merger such stockholder is not entitled to appraisal rights and thereby waives any right to receive payment of the fair value of its shares of Elicio capital stock under the DGCL, and (iv) electing an automatic conversion of each
share of Elicio preferred stock into shares of Elicio common stock immediately prior to the Effective Time in accordance with the relevant provisions of Elicio’s organizational documents.
|
•
|
the existing shares of Angion common stock must have been continually listed on Nasdaq as of and from the date of the Merger
Agreement through the Closing Date and the shares of Angion common stock to be issued in the Merger pursuant to the Merger Agreement must have been approved for listing (subject to official notice of issuance) on Nasdaq as of Closing;
|
•
|
this Registration Statement must have become effective in accordance with the Securities Act and must not be subject to any
stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the Registration Statement that not been withdrawn; and
|
•
|
Angion Net Cash must have been finally determined in accordance with the Merger Agreement.
|
•
|
the representations and warranties of Elicio set forth in the Merger Agreement under Sections 2.1 (Due Organization;
Subsidiaries), 2.3 (Authority; Binding Nature of Agreement), 2.4 (Vote Required), 2.6(a) and (c) (Capitalization) and 2.20 (No Financial Advisors) must have been true and correct in all material respects as of the date of the Merger
Agreement and must be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically
made as of a particular date, in which case such representations and warranties must have been true and correct in all material respects as of such date);
|
•
|
the representations and warranties of Elicio set forth in the Merger Agreement (other than the Elicio representations and
warranties listed above) must have been true and correct as of the date of the Merger Agreement and must be true and correct on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date except
(a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have an Elicio Material Adverse Effect (as defined below) (without giving effect to any references therein to any
Elicio Material Adverse Effect or other materiality qualifications) or (b) for those representations and warranties which address matters only as of a particular date (which representations must have been true and correct, subject to
the qualifications set forth in the preceding clause (a), as of such particular date);
|
•
|
Elicio must have performed or complied with in all material respects all agreements and covenants required to be performed or
complied with by it under the Merger Agreement at or prior to the Effective Time;
|
•
|
Angion must have received from Elicio (i) an officer’s certificate certifying (x) that certain conditions set forth in the
Merger Agreement have been duly satisfied and (y) that the information set forth in an allocation certificate delivered by Elicio containing information regarding Elicio’s capitalization is true and accurate in all respects; and (ii) a
copy of such allocation certificate;
|
•
|
since the date of the Merger Agreement, there must not have occurred an Elicio Material Adverse Effect that is continuing;
|
•
|
certain of Elicio’s investor agreements must have been terminated (or will be terminated as of the Closing);
|
•
|
Angion must have received duly executed copies of the required Lock-Up Agreements from certain stockholders of Elicio and
each executive officer and director of Elicio who is elected or appointed, as applicable, as an executive officer or director of Angion as of immediately following Closing, each of which must be in full force and effect as of Closing;
|
•
|
the Elicio Stockholder Written Consent executed by certain officers, directors and stockholders of Elicio must be in full
force and effect;
|
•
|
the holders of no more than 5% of the shares of Elicio capital stock will have exercised statutory appraisal rights pursuant
to Section 262 of the DGCL with respect to their shares of Elicio capital stock; and
|
•
|
Angion must have received (i) an original signed statement from Elicio that Elicio is not, and has not been at any time
during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation,” as defined in Section 897(c)(2) of the Code, conforming to the requirements of Treasury Regulations
Section 1.1445-2(c)(3) and 1.897-2(h), and (ii) an original signed notice from Elicio to be delivered to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2), together with written authorization for
Angion to deliver such notice to the IRS on behalf of Elicio following Closing, each dated as of the Closing Date, duly executed by an authorized officer of Elicio, and in form and substance reasonably acceptable to Angion.
|
•
|
the representations and warranties of Angion and Merger Sub set forth in the Merger Agreement under Sections 3.1 (Due
Organization; Subsidiaries), 3.3 (Authority; Binding Nature of Agreement), 3.4 (Vote Required), 3.6(a) and (c) (Capitalization) and 3.21 (No Financial Advisors) must have been true and correct
|
•
|
the representations and warranties of Angion and Merger Sub set forth in the Merger Agreement (other than the Angion and
Merger Sub representations and warranties listed above) must have been true and correct as of the date of the Merger Agreement and must be true and correct on and as of the Closing Date with the same force and effect as if made on and
as of the Closing Date except (a) in each case, or in the aggregate, where the failure to be so true and correct would not reasonably be expected to have an Angion Material Adverse Effect (as defined below) (without giving effect to any
references therein to any Angion Material Adverse Effect or other materiality qualifications) or (b) for those representations and warranties which address matters only as of a particular date (which representations must have been true
and correct, subject to the qualifications as set forth in the preceding clause (a), as of such particular date);
|
•
|
Angion and Merger Sub must have performed or complied with in all material respects all of their agreements and covenants
required to be performed or complied with by each of them under the Merger Agreement at or prior to the Effective Time;
|
•
|
Elicio must have received from Angion (i) an officer’s certificate confirming that certain conditions of the Merger Agreement
have been duly satisfied; (ii) a certificate containing information regarding Angion’s capitalization; (iii) a written resignation executed by the directors of Angion who will not continue as directors of Angion after Closing; and
(iv) the Angion closing financial certificate certifying Angion Net Cash as of the Anticipated Closing Date, a draft of which must have been provided to Elicio at least five business days prior to Closing, which certificate will be
accompanied by such supporting documentation, information and calculations as are reasonably requested by Elicio to verify and determine the information contained therein;
|
•
|
since the date of the Merger Agreement, there must not have occurred an Angion Material Adverse Effect that is continuing;
|
•
|
Angion Net Cash must be greater than or equal to $25 million;
|
•
|
Elicio must have received satisfactory evidence that (a) specified Angion contracts have been terminated, assigned or fully
performed by Angion, and (b) all obligations of Angion thereunder have been fully satisfied, waived or otherwise discharged; and
|
•
|
the Lock-Up Agreements executed by certain officers, directors and stockholders of Angion must be in full force and effect as
of immediately following the Effective Time.
|
•
|
Due Organization; Subsidiaries
|
•
|
Organizational Documents
|
•
|
Authority; Binding Nature of Agreement
|
•
|
Vote Required
|
•
|
Non-Contravention; Consents
|
•
|
Capitalization
|
•
|
Financial Statements
|
•
|
Absence of Changes
|
•
|
Absence of Undisclosed Liabilities
|
•
|
Title to Assets
|
•
|
Real Property; Leasehold
|
•
|
Intellectual Property
|
•
|
Agreements, Contracts and Commitments
|
•
|
Compliance; Permits; Restrictions
|
•
|
Legal Proceedings; Orders
|
•
|
Tax Matters
|
•
|
Employee and Labor Matters; Benefit Plans
|
•
|
Environmental Matters
|
•
|
Insurance
|
•
|
No Financial Advisors
|
•
|
Disclosure
|
•
|
Transactions with Affiliates
|
•
|
Anti-Bribery
|
•
|
Disclaimer of Other Representations and Warranties
|
•
|
Due Organization; Subsidiaries
|
•
|
Organizational Documents
|
•
|
Authority; Binding Nature of Agreement
|
•
|
Vote Required
|
•
|
Non-Contravention; Consents
|
•
|
Capitalization
|
•
|
SEC Filings; Financial Statements
|
•
|
Absence of Changes
|
•
|
Absence of Undisclosed Liabilities
|
•
|
Title to Assets
|
•
|
Real Property; Leasehold
|
•
|
Intellectual Property
|
•
|
Agreements, Contracts and Commitments
|
•
|
Compliance; Permits; Restrictions
|
•
|
Legal Proceedings; Orders
|
•
|
Tax Matters
|
•
|
Employee and Labor Matters; Benefit Plans
|
•
|
Environmental Matters
|
•
|
Transactions with Affiliates
|
•
|
Insurance
|
•
|
No Financial Advisors
|
•
|
Disclosure
|
•
|
Anti-Bribery
|
•
|
Valid Issuance
|
•
|
Opinion of Financial Advisor
|
•
|
Disclaimer of Other Representations and Warranties
|
•
|
any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of
securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction: (i) in which a party is a constituent entity; (ii) in which a person or “group” (as defined in the Exchange Act and the rules
promulgated thereunder) of persons directly or indirectly acquires beneficial or record ownership of securities representing more than 20% of the outstanding securities of any class of voting securities of a party or any of its
subsidiaries; or (iii) in which a party or any of its subsidiaries issues securities representing more than 20% of the outstanding securities of any class of voting securities of such party or any of its subsidiaries; or
|
•
|
any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that
constitute or account for 20% or more of the consolidated book value or the fair market value of the assets of a party and its subsidiaries, taken as a whole.
|
•
|
declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock
or repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities (except repurchases of shares of Angion common stock from terminated employees, directors or consultants of Angion or in connection with
the payment of the exercise price and/or withholding taxes incurred upon the exercise, settlement or vesting of any award or purchase rights granted under Angion’s
|
•
|
sell, issue, grant, pledge or otherwise dispose of or encumber or authorize any of the foregoing with respect to: (A) any
capital stock or other security of Angion or any of its subsidiaries (except for Angion common stock issued upon the valid exercise of outstanding Angion options or Angion warrants, upon settlement of purchase rights under Angion’s 2021
Employee Stock Purchase Plan (Angion ESPP) or upon settlement of Angion restricted stock units); (B) any option, warrant or right to acquire any capital stock or any other security other than Angion stock options or restricted stock
unit awards granted to directors, employees and service providers or offerings providing eligible employees with purchase rights under the Angion ESPP, in either case, in the ordinary course of business which are included in the
calculation of the Angion Outstanding Shares; or (C) any instrument convertible into or exchangeable for any capital stock or other security of Angion or any of its subsidiaries;
|
•
|
except as required to give effect to anything in contemplation of Closing, amend any of its or its subsidiaries’
organizational documents, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except, for the
avoidance of doubt, the Contemplated Transactions;
|
•
|
form any subsidiary or acquire any equity interest or other interest in any other entity or enter into a joint venture with
any other entity;
|
•
|
(A) lend money to any person (except for the advancement of reasonable and customary expenses to employees, directors, and
consultants in the ordinary course of business), (B) incur or guarantee any indebtedness for borrowed money, (C) guarantee any debt securities of others, (D) other than the incurrence or payment of Transaction Expenses (as defined in “—Expenses”), make any capital expenditure in excess of $100,000 of the budgeted capital expenditure amount set forth in Angion’s operating budget delivered to Elicio concurrently with the execution of
the Merger Agreement (Angion Budget), or (E) forgive any loans to any persons, including Angion’s employees, officers, directors or affiliates;
|
•
|
other than as required by applicable law or the terms of any Angion benefit plan as in effect on the date of the Merger
Agreement: (A) adopt, terminate, establish or enter into any Angion benefit plan; (B) cause or permit any Angion benefit plan to be amended; (C) pay any bonus or make any profit-sharing or similar payment to, or increase the amount of
the wages, salary, commissions, fringe benefits or bonus or other compensation or remuneration payable to, any of its directors, officers, consultants or employees other than increases in base salary and annual cash bonus opportunities
and payments made, in each case, in the ordinary course of business; (D) hire any officer or employee; or (E) increase the severance or change of control benefits offered to any current or new employees, directors or consultants;
|
•
|
recognize any labor union or labor organization, except as otherwise required by applicable law and after prior written
consent of Elicio (not to be unreasonably withheld, conditioned or delayed);
|
•
|
enter into any material transaction other than in the ordinary course of business;
|
•
|
acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its assets or properties, or grant any
encumbrance with respect to such assets or properties, except in the ordinary course of business;
|
•
|
sell, assign, transfer, license, sublicense or otherwise dispose of any material Angion intellectual property (other than
pursuant to non-exclusive licenses in the ordinary course of business);
|
•
|
make, change or revoke any material tax election, fail to pay any income or other material tax as such tax becomes due and
payable, file any amendment making any material change to any tax return, settle or compromise any income or other material tax liability or submit any voluntary disclosure application, enter into any tax allocation, sharing,
indemnification or other similar agreement or arrangement (other than customary commercial contracts entered into in the ordinary course of business the principal subject matter of which is not taxes), request or consent to any
extension or waiver of any limitation period with respect
|
•
|
enter into, materially amend or terminate any Angion material contract;
|
•
|
except as otherwise set forth in the Angion Budget and the incurrence or payment of any Transaction Expenses (as defined in
“—Expenses”), make any expenditures, incur any liabilities or discharge or satisfy any liabilities, in each case, in amounts that exceed the aggregate amount of the Angion Budget by $100,000;
|
•
|
other than as required by law or GAAP, take any action to change accounting policies or procedures;
|
•
|
initiate or settle any legal proceeding; or other claim or dispute involving or against Angion or any of its subsidiaries;
|
•
|
enter into or amend a material contract that would reasonably be expected to prevent or materially impede, interfere with,
hinder or delay the consummation of the Contemplated Transactions;
|
•
|
after the Angion Net Cash calculation is finalized and agreed to by the parties, incur any liabilities in excess of $25,000
in the aggregate or otherwise take any action other than, in each case, in the ordinary course of business or in connection with the Contemplated Transactions; or
|
•
|
agree, resolve or commit to do any of the foregoing.
|
•
|
declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock
or repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities (except repurchases of shares of Elicio common stock from terminated employees, directors or consultants of Angion or in connection with
the payment of the exercise price and/or withholding taxes incurred upon the exercise, settlement or vesting of any award or purchase rights granted under the Elicio Plans in accordance with the terms of such award in effect on the date
of the Merger Agreement);
|
•
|
sell, issue, grant, pledge or otherwise dispose of or encumber or authorize any of the foregoing with respect to: (A) any
capital stock or other security of Elicio or any of its subsidiaries (except for shares of Elicio common stock issued upon the valid exercise of outstanding Elicio stock options or Elicio warrants or the valid settlement of outstanding
Elicio restricted stock units); (B) any option, warrant or right to acquire any capital stock or any other security other than Elicio stock options or restricted stock unit awards granted to directors, employees and service providers in
the ordinary course of business which are included in the calculation of the Elicio Outstanding Shares; or (C) any instrument convertible into or exchangeable for any capital stock or other security of Elicio or any of its subsidiaries;
|
•
|
except as required to give effect to anything in contemplation of the Closing, amend any of its or its subsidiaries’
organizational documents, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except, for the
avoidance of doubt, in connection with the Contemplated Transactions;
|
•
|
form a subsidiary or acquire any equity interest or other interest in any other entity or enter into a joint venture with any
other entity;
|
•
|
(A) lend money to any person (except for the advancement of reasonable and customary expenses to employees and directors in
the ordinary course of business), (B) incur or guarantee any indebtedness for borrowed money, (C) guarantee any debt securities of others, (D) other than the incurrence or payment of Transaction Expenses (as defined in “—Expenses”), make any capital expenditures in excess of
|
•
|
other than as required by applicable law or the terms of any Elicio benefit plan as in effect on the date of the Merger
Agreement: (A) adopt, terminate, establish or enter into any Elicio benefit plan; (B) cause or permit any Elicio benefit plan to be amended; (C) pay any bonus or make any profit-sharing or similar payment to, or increase the amount of
the wages, salary, commissions, fringe benefits or bonus or other compensation or remuneration payable to, any of its directors, officers, consultants or employees other than increases in base salary and annual cash bonus opportunities
and payments made, in each case, in the ordinary course of business; (D) increase the severance or change of control benefits offered to any current or new employees, directors or consultants; or (E) terminate or give notice to any
officer other than for cause;
|
•
|
recognize any labor union or labor organization, except as otherwise required by applicable law and after prior written
consent of Angion (not be unreasonably withheld, conditioned or delayed;
|
•
|
enter into any material transaction other than in the ordinary course of business;
|
•
|
acquire any material asset or sell, lease or otherwise irrevocably dispose of any of its assets or properties, or grant any
encumbrance with respect to such assets or properties, except in the ordinary course of business;
|
•
|
sell, assign, transfer, license, sublicense or otherwise dispose of any Elicio intellectual property (other than pursuant to
non-exclusive licenses in the ordinary course of business);
|
•
|
make, change or revoke any material tax election, fail to pay any income or other material tax as such tax becomes due and
payable, file any amendment making any material change to any tax return, settle or compromise any income or other material tax liability or submit any voluntary disclosure application, enter into any tax allocation, sharing,
indemnification or other similar agreement or arrangement (other than customary commercial contracts entered into in the ordinary course of business the principal subject matter of which is not taxes), request or consent to any
extension or waiver of any limitation period with respect to any claim or assessment for any income or other material taxes (other than pursuant to an extension of time to file any tax return granted in the ordinary course of business
of not more than seven months), or adopt or change any material accounting method in respect of taxes;
|
•
|
enter into, materially amend or terminate any Elicio material contract (other than statements of work entered into or amended
in the ordinary course of business);
|
•
|
except as otherwise set forth in the Elicio Budget and the incurrence or payment of any Transaction Expenses (as defined in
“—Expenses”), make any expenditures, incur any liabilities or discharge or satisfy any liabilities, in each case, in amounts that exceed the aggregate amount of the Elicio Budget by $150,000;
|
•
|
other than as required by law or GAAP, take any action to change accounting policies or procedures;
|
•
|
initiate or settle any legal proceeding or other claim or dispute involving or against Elicio or any of its subsidiaries;
|
•
|
enter into or amend a contract that would reasonably be expected to prevent or materially impede, interfere with, hinder or
delay the consummation of the Contemplated Transactions; or
|
•
|
agree, resolve or commit to do any of the foregoing.
|
(a)
|
by mutual written consent of Angion and Elicio;
|
(b)
|
by either Angion or Elicio if the Contemplated Transactions have not been consummated by October 17, 2023 (subject to
possible extension as provided in this paragraph, the End Date); provided, however, that the right to terminate the Merger Agreement under this paragraph will not be available to a party if such
|
(c)
|
by either Angion or Elicio if a court of competent jurisdiction or other governmental body has issued a final and
non-appealable order, decree or ruling, or has taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Contemplated Transactions;
|
(d)
|
by Angion if the Elicio Stockholder Written Consent has not been obtained within three business days of the date of the
Registration Statement becoming effective in accordance with the provisions of the Securities Act; provided, however, that once the Elicio Stockholder Written Consent has been obtained, Angion may not terminate the Merger Agreement
pursuant to this paragraph;
|
(e)
|
by either Angion or Elicio if (i) the Angion special meeting (including any adjournments and postponements thereof) was held
and completed and (ii) the Angion Stockholder Matters were not approved at such Angion special meeting by the Required Angion Stockholder Vote; provided, however, that the right to terminate the Merger Agreement pursuant to this
paragraph will not be available to Angion where the failure to obtain the Required Angion Stockholder Vote was caused by the action or failure to act of Angion and such action or failure to act constitutes a material breach by Angion of
the Merger Agreement;
|
(f)
|
by Elicio (at any time prior to the approval of the Angion Stockholder Matters by the Required Angion Stockholder Vote) if an
Angion Triggering Event (as defined below) has occurred;
|
(g)
|
by Angion (at any time prior to the Required Elicio Stockholder Vote being obtained) if an Elicio Triggering Event (as
defined below) has occurred;
|
(h)
|
by Elicio, upon a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement by Angion
or Merger Sub or if any representation or warranty of Angion or Merger Sub has become inaccurate, in either case, such that certain closing conditions set forth in the Merger Agreement would not be satisfied as of the time of such
breach or as of the time such representation or warranty has become inaccurate; provided that Elicio is not then in material breach of any representation, warranty, covenant or agreement under the Merger Agreement; provided, further,
that if such inaccuracy in Angion’s or Merger Sub’s representations and warranties or breach by Angion or Merger Sub is curable by the End Date by Angion or Merger Sub, then the Merger Agreement will not terminate pursuant to this
paragraph as a result of such particular breach or inaccuracy until the earlier of (i) the End Date and (ii) the expiration of a 30 calendar day period commencing upon delivery of written notice from Elicio to Angion or Merger Sub of
such breach or inaccuracy and its intention to terminate pursuant to this paragraph (it being understood that the Merger Agreement will not terminate pursuant to this paragraph as a result of such particular breach or inaccuracy if such
breach by Angion or Merger Sub is cured prior to such termination becoming effective);
|
(i)
|
by Angion, upon a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement by Elicio
or if any representation or warranty of Elicio has become inaccurate, in either case, such that certain closing conditions set forth in the Merger Agreement would not be satisfied as of the time of such breach or as of the time such
representation or warranty has become inaccurate; provided that Angion is not then in material breach of any representation, warranty, covenant or agreement under the Merger Agreement; provided, further, that if such inaccuracy in
Elicio’s representations and warranties or breach by Elicio is curable by End Date by Elicio then the Merger Agreement will not terminate pursuant to this paragraph as a result of such particular breach or inaccuracy until the earlier
of (i) the End Date and (ii) the expiration of a 30 calendar day period commencing upon delivery of written notice from Angion to Elicio of such breach or inaccuracy and its intention to terminate pursuant to this paragraph (it being
understood that the Merger Agreement will not terminate pursuant to this paragraph as a result of such particular breach or inaccuracy if such breach by Elicio is cured prior to such termination becoming effective);
|
(j)
|
by Angion, at any time prior to the approval of the Angion Stockholder Matters by the Required Angion Stockholder Vote, if
(i) Angion has received a Superior Offer, (ii) Angion has complied with its obligations under the non-solicitation and Angion Board Adverse Recommendation Change provisions of the Merger Agreement, (iii) the Angion Board has determined
in good faith, after consultation with its outside legal counsel, that the failure to terminate the Merger Agreement would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, (iv) Angion concurrently
terminates the Merger Agreement and enters into a definitive agreement with respect to such Superior Offer and (v) Angion concurrently pays to Elicio the applicable termination fee;
|
(k)
|
by Elicio if, on the End Date, Angion’s Net Cash has fallen below $25 million, such that the Net Cash Condition is not
satisfied as of the End Date; or
|
(l)
|
by Angion, if Elicio has not provided to Angion (i) the unaudited consolidated financial statements of Elicio and its
consolidated subsidiaries for the period ended September 30, 2022 no later than February 1, 2023 or (ii) the audited consolidated financial statements for the fiscal year ended 2022 no later than March 15, 2023, in each case in
accordance with the Merger Agreement.
|
Name
|
| |
Age
|
| |
Position(s)
|
Executive Officers and Employee
Directors:
|
| |
|
| |
|
Jay R. Venkatesan, M.D.
|
| |
51
|
| |
President, Chief Executive Officer, Chairman and Director
|
Jennifer J. Rhodes, J.D.
|
| |
52
|
| |
Executive Vice President, Chief Business Officer, General Counsel, Chief
Compliance Officer and Corporate Secretary
|
Gregory S. Curhan
|
| |
61
|
| |
Chief Financial Officer
|
Non-Employee Directors:
|
| |
|
| |
|
Victor F. Ganzi, J.D.
|
| |
75
|
| |
Director, Lead Independent Director
|
Itzhak D. Goldberg, M.D.
|
| |
74
|
| |
Director and Chairman Emeritus
|
Allen R. Nissenson, M.D.
|
| |
76
|
| |
Director
|
Gilbert S. Omenn, M.D., Ph.D.
|
| |
81
|
| |
Director
|
Karen J. Wilson
|
| |
59
|
| |
Director
|
•
|
appoints Angion’s independent registered public accounting firm;
|
•
|
evaluates the independent registered public accounting firm's qualifications, independence and performance;
|
•
|
determines the engagement of the independent registered public accounting firm;
|
•
|
reviews and approves the scope of the annual audit and pre-approves the audit and non-audit fees and services;
|
•
|
reviews and approves all related party transactions on an ongoing basis;
|
•
|
establishes procedures for the receipt, retention and treatment of complaints received by Angion regarding accounting,
internal accounting controls or auditing matters;
|
•
|
discusses with management and the independent registered public accounting firm the results of the annual audit and the
review of Angion’s quarterly financial statements;
|
•
|
approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit
services;
|
•
|
monitors the rotation of partners of the independent registered public accounting firm on Angion’s engagement team in
accordance with requirements established by the SEC;
|
•
|
discusses on a periodic basis, or as appropriate, with management Angion's policies and procedures with respect to risk
assessment and risk management;
|
•
|
reviews Angion’s financial statements and Angion’s management's discussion and analysis of financial condition and results of
operations to be included in Angion’s annual and quarterly reports to be filed with the SEC;
|
•
|
annually reviews and assesses internal controls and treasury functions including cash management procedures;
|
•
|
investigates any reports received through the ethics helpline and report to the Board of Directors periodically with respect
to the information received through the ethics helpline and any related investigations;
|
•
|
consults with management to establish procedures and internal controls relating to cybersecurity;
|
•
|
reviews Angion’s critical accounting policies and estimates; and
|
•
|
reviews the audit committee charter and the committee's performance at least annually.
|
•
|
evaluate the efficacy of Angion’s existing compensation strategy and practices in supporting and reinforcing Angion’s
long-term strategic goals; and
|
•
|
assist in refining Angion’s compensation strategy and in developing and implementing an executive compensation program to
execute that strategy.
|
•
|
the Angion Board believes effecting the Reverse Stock Split may be an effective means of satisfying the Nasdaq initial
listing requirements for Angion common stock following the closing of the Merger;
|
•
|
the Angion Board believes that the Reverse Stock Split will result in a number of authorized but unissued shares of Angion
common stock sufficient for the issuance of shares of Angion common stock to Elicio’s stockholders pursuant to the Merger Agreement; and
|
•
|
the Angion Board believes a higher stock price may help generate investor interest in Angion and help Angion attract and
retain employees.
|
•
|
the market price per share of Angion common stock after the Reverse Stock Split will rise in proportion to the reduction in
the number of shares of Angion common stock outstanding before the Reverse Stock Split;
|
•
|
the Reverse Stock Split will result in a per share price that will attract brokers and investors who do not trade in lower
priced stocks;
|
•
|
the Reverse Stock Split will result in a per share price that will increase the ability of Angion to attract and retain
employees;
|
•
|
the market price per share will either exceed or remain in excess of the $1.00 minimum bid price as required by Nasdaq for
continued listing, or that Angion will otherwise meet the requirements of Nasdaq for inclusion for trading on Nasdaq, including the $4.00 minimum bid price upon the closing of the Merger.
|
•
|
the historical trading price and trading volume of Angion common stock;
|
•
|
the then-prevailing trading price and trading volume of Angion common stock and the expected impact of the reverse stock
split on the trading market for Angion common stock in the short- and long-term;
|
•
|
the ability of Angion to continue its listing on the Nasdaq Global Select Market;
|
•
|
which reverse stock split ratio would result in the least administrative cost to Angion; and
|
•
|
prevailing general market and economic conditions.
|
|
| |
Prior to Reverse
Stock Split
|
| |
After -for-1
Reverse Stock
Split
|
| |
After -for-1
Reverse Stock
Split
|
Common stock outstanding
|
| |
|
| |
|
| |
|
Common stock issuable pursuant to outstanding equity awards(1)
|
| |
|
| |
|
| |
|
(1)
|
Substantially all such options have an exercise price higher than $ per share, the closing price of Angion common stock on
, 2023.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation or any other entity taxable as a corporation created or organized in or under the laws of the United States,
any state thereof, or the District of Columbia;
|
•
|
a trust if either (i) a court within the United States is able to exercise primary supervision over the administration of
such trust, and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) are authorized or have the authority to control all substantial decisions of such trust, or (ii) the trust was in existence on
August 20, 1996 and has a valid election in effect under applicable Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes; or
|
•
|
an estate, the income of which is subject to U.S. federal income tax regardless of its source.
|
|
| |
Year Ended December 31,
|
|||
|
| |
2022
|
| |
2021
|
Audit Fees(1)
|
| |
$
|
| |
$408
|
Audit Related Fees
|
| |
|
| |
—
|
Tax Fees(2)
|
| |
|
| |
22
|
Other(3)
|
| | | |
31
|
|
Total Fees
|
| |
$
|
| |
$461
|
(1)
|
Audit fees are for professional services for the audit of Angion’s financial statements, the review of quarterly interim
financial statements, and for services that are normally provided by the accountant in connection with other regulatory filings or engagements. Fees for the year ended December 31, 2022 include services rendered for the 2022
audit. Fees for the year ended December 31, 2021 include services associated with Angion’s initial public offering and services rendered for the 2021 audit.
|
(2)
|
Tax fees are for compliance and consultation.
|
(3)
|
Other fees are for grant compliance audit fee in 2022 and 2021.
|
•
|
completion of preclinical laboratory tests and animal studies, all performed in accordance with the FDA's GLP regulations;
|
•
|
submission to the FDA of an investigational new drug application (IND) which must become effective before human clinical
studies may begin and must be updated annually or when significant changes are made;
|
•
|
approval by an IRB representing each clinical site before a clinical study may be initiated;
|
•
|
performance of adequate and well-controlled human clinical trials in accordance with good clinical practice (GCP) regulations
to establish the safety and efficacy of the product candidate for each proposed indication;
|
•
|
preparation of and submission to the FDA of an NDA;
|
•
|
satisfactory completion of an FDA advisory committee review, if applicable;
|
•
|
a determination by the FDA within 60 days of its receipt of an NDA to file the application for review;
|
•
|
satisfactory completion of an FDA pre-approval inspection of the manufacturing facility(ies) where the product is
manufactured to assess compliance with cGMP regulations, and of selected clinical investigation sites to assess compliance with GCP; and
|
•
|
FDA review and approval of an NDA to permit commercial marketing of the product for its particular labeled uses in the United
States.
|
•
|
The first major advance is the smart trafficking of ELI-002 to the lymph nodes after subcutaneous administration, generating
tumor-targeted immune responses of increased magnitude, function, and durability.
|
•
|
The second advance is the clinical innovation of administering ELI-002 in the adjuvant setting, where ELI-002 is given after
the patient has completed surgery and initial standard of care treatments to reduce the size and quantity of existing tumors and micrometastases. Using ELI-002 in the adjuvant setting is intended to maximize the number of
mKRAS-targeting immune cells relative to the number of tumor cells. This strategy provides the potential for ELI-002 to eliminate any remaining residual disease in order to give the patient a longer period of disease control.
|
•
|
The third advance is the inclusion of seven mKRAS peptides allowing ELI-002 to be used in additional patient populations, as
well as offering the potential to target potential tumor-acquired escape mutations, thereby increasing the durability of responses to treatment.
|
•
|
Elicio’s Chief Executive Officer, Robert Connelly, has more than 20 years of experience as a life sciences CEO. Prior to
joining Elicio, Mr. Connelly served as CEO of Axcella Health Inc., Pulmatrix, Inc., and Domantis Ltd. and also served as a Venture Partner at Flagship Pioneering.
|
•
|
Elicio’s Chief Medical Officer, Christopher Haqq, M.D, Ph.D., is a medical oncologist with extensive experience, including
senior executive roles at Atara Biotherapeutics, Inc., Cougar Biotechnology, Inc., and Janssen Oncology, Inc., as well as an academic role at the University of California, San Francisco Division of Hematology and Oncology.
|
•
|
Elicio’s interim Chief Financial Officer, Daniel Geffken, who also sits on the Elicio Board, has more than 30 years of
experiences in the life sciences industry. Mr. Geffken has served as CFO and strategic consultant to numerous companies, including Apellis Pharmaceuticals, Inc., Cidara Therapeutics, Inc., Cabaletta Bio, Inc., Homology Medicines, Inc.,
Stealth BioTherapeutics, LLC, and Transkaryotic Therapies, Inc.
|
•
|
Elicio’s Chief Business Officer, Annette Matthies, Ph.D., has nearly 20 years of biotech experience in corporate strategy,
business development, new product planning, and private and public fund raising, including roles at eFFECTOR Therapeutics, Inc., Receptos, Inc., Abbott Laboratories Inc., Facet Biotech Corporation, and Biogen Inc.
|
•
|
Elicio’s Chief Scientific Officer, Peter DeMuth, Ph.D., has over a decade of experience in oncology, immunology, and
materials science. He oversaw efforts to develop novel technologies for immunotherapy at the MIT Koch Institute for Integrative Cancer Research (Koch Institute), in affiliation with the Ragon Institute of Massachusetts General Hospital
(Ragon Institute)(MGH), MIT, and Harvard University, prior to joining Elicio as a founding scientist.
|
•
|
Members of Elicio’s management team have contributed to product development programs that have received regulatory approval
and been successfully commercialized, including Abraxane®, Avastin®, Breyanzi®, Ebvallo™, Herceptin®, Rituxan®, Yondelis®, and Zytiga®.
|
•
|
Rapidly advance its lead mutant KRAS-targeted program, ELI-002, which is designed to address approximately 25% of all solid
tumors.
|
•
|
Augment the ELI-002 program through external collaborations that combine ELI-002 with complementary mechanisms to provide
greater benefit and expand the treatable population, as in its supply agreement with Regeneron.
|
•
|
Develop its pipeline of therapeutic cancer vaccines to follow ELI-002, including ELI-007 for mutant BRAF-driven cancers and
ELI-008 for mutant TP53-expressing cancers, and continue to identify additional biologically validated but hard-to-drug targets that can be “activated” through lymph node engagement.
|
•
|
Create economic and strategic value through licensing and partnerships for other applications of the AMP platform including
cell therapy AMP-lifiers, infectious disease vaccines, and AMP adjuvants.
|
•
|
Continue to build out and expand upon applications of the AMP platform to capitalize on the potential of the technology and
significant breadth of product opportunities available.
|
•
|
Albumin-targeting binding vehicle: Binding to endogenous albumin at the injection
site is enabled through the incorporation of a fatty acid chain. This vehicle, which mimics endogenous fatty acids binding naturally to albumin, is designed to provide for optimal binding characteristics which allow for efficient
association with albumin and delivery of the desired payload to the lymph node. Through experimental refinement of this component’s structure, Elicio has selected a two-chain, or diacyl, molecular configuration, with a specific chain
length and saturation of the carbon-backbone, designed to enhance lymph node biodistribution.
|
•
|
Linker molecule: The second optional component of Elicio’s AMP platform is a linker
molecule made from PEG, which connects the lipophilic-binding functional domain with the therapeutic payload. Elicio believes integration of the PEG-based linker into its AMP construct offers multiple benefits. Specifically, Elicio
believes this enhances the AMP’s hydrophilic properties, in turn enhancing enhances pharmaceutical properties such as solubility. The linker molecule is also intended to protect the therapeutic payload from enzymatic degradation as it
travels through the lymphatic system and to permit Elicio to control payload delivery characteristics.
|
•
|
Therapeutic payload: Elicio has designed its AMPs for potential use with a broad
array of therapeutic modalities, including small molecules, nucleic acids, peptides, and proteins. Elicio believes this range of available payloads, specifically designed for use with the AMP platform, which enables their direct lymph
|
•
|
“Immunostimulatory compositions and methods of use thereof”, which contains three patents granted in the United States,
patents granted in Europe, Hong Kong, and Japan, as well as pending applications in the United States, Europe, Hong Kong, and Japan, which relates to aspects of Elicio’s AMP platform technology;
|
•
|
“Albumin binding peptide conjugates and methods thereof,” which contains a patent granted in the United States, as well as
pending applications in the United States, China, Hong Kong, Japan, and Europe, which relates to certain additional aspects of Elicio’s AMP platform technology;
|
•
|
“Chimeric antigen receptor-targeting ligands and uses thereof” with a pending application in the United States, which relates
to further aspects of Elicio’s AMP platform technology;
|
•
|
“Compositions for chimeric antigen receptor T cell therapy and uses thereof” with pending applications in the United States,
Australia, Canada, China, Europe, Hong Kong, Japan, South Korea, Mexico, New Zealand, and Russia, which relates to the use of Elicio’s AMP platform technology in connection with CAR T therapy;
|
•
|
“Uses of amphiphiles in immune cell therapy and compositions therefor” with pending application in the United States, Europe,
Hong Kong, and Japan, which relates to use of Elicio’s AMP platform technology in connection with immune cell therapy; and
|
•
|
“Methods for identifying chimeric antigen receptor-targeting ligands and uses thereof” with a pending application in the
United States, which relates to methods of identifying further ligands for use in Elicio’s AMP platform technology.
|
•
|
completion of preclinical (or nonclinical) laboratory tests and formulation studies in compliance with the FDA’s good
laboratory practice, or GLP, regulations;
|
•
|
submission to the FDA of an IND, which must become effective before human clinical trials may begin at United States clinical
trial sites;
|
•
|
approval by an institutional review board, or IRB, for each clinical site, or centrally, before each trial may be initiated;
|
•
|
performance of adequate and well-controlled human clinical trials to establish the product candidate’s safety, purity,
potency, and efficacy for its intended use, performed in accordance with good clinical practice, or GCP, as well as IND regulations and other clinical-trial related regulations;
|
•
|
development of manufacturing processes to ensure the product candidate’s identity, strength, quality, purity, and potency in
compliance with current good manufacturing practice, cGMP, regulations;
|
•
|
submission to the FDA of a BLA;
|
•
|
satisfactory completion of an FDA advisory committee review, if applicable;
|
•
|
satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the product candidate is
produced to assess compliance with cGMPs, and to assure that the facilities, methods, and controls are adequate to preserve the therapeutics’ identity, strength, quality, purity, and potency, as well as satisfactory completion of
potential FDA inspection of selected clinical sites and selected clinical investigators to determine GCP compliance; and
|
•
|
FDA review and approval of the BLA to permit commercial marketing for particular indications for use.
|
•
|
Phase 1—The product candidate is initially administered to healthy human volunteers
and tested for safety, dosage tolerance, structure-activity relationships, mechanism of action, absorption, metabolism, distribution, and excretion. In the case of some products for severe or life-threatening diseases, such as cancer,
especially when the product may be too inherently toxic to administer ethically to healthy volunteers, the initial human testing is often conducted in patients with the target disease or condition. If possible, Phase 1 trials may also
be used to gain an initial indication of product effectiveness.
|
•
|
Phase 2—Studies are conducted in limited subject populations with a specified
disease or condition to evaluate preliminary efficacy, identify optimal dosages, dosage tolerance and schedule, possible adverse effects and safety risks, and expanded evidence of safety. Multiple Phase 2 clinical trials may be
conducted by the sponsor to obtain information prior to beginning larger and more extensive clinical trials.
|
•
|
Phase 3—Clinical trials are undertaken with expanded subject populations, generally
at geographically dispersed clinical trial sites, to generate sufficient data to provide statistically significant evidence of clinical efficacy and safety of the product candidate, to establish the overall risk-benefit profile of the
product candidate, and to provide adequate information for the labeling of the product candidate. Typically, two adequate, well-controlled trials are required by the FDA for biological product approval. Under some limited circumstances,
however, the FDA may approve a BLA based upon a single clinical trial plus confirmatory evidence from a post-market trial or, alternatively, a single large, robust, well-controlled multicenter trial without confirmatory evidence.
|
•
|
personnel costs, including salaries, payroll taxes, employee benefits and stock-based compensation, for personnel in research
and development functions;
|
•
|
costs associated with medical affairs activities;
|
•
|
fees paid to consultants, clinical testing sites and CROs, including in connection with Angion's preclinical studies and
clinical trials, and other related clinical trial fees, such as for investigator grants, patient screening, laboratory work, clinical trial database management, clinical trial material management and statistical compilation, analysis
and reporting;
|
•
|
contracted research and license agreement fees with no alternative future use;
|
•
|
costs related to acquiring, manufacturing and maintaining clinical trial materials and laboratory supplies;
|
•
|
depreciation of equipment and facilities;
|
•
|
legal expenses related to clinical trial agreements and material transfer agreements; and
|
•
|
costs related to preparation of regulatory submissions and compliance with regulatory requirements.
|
|
| |
Nine Months Ended
September 30,
|
| |
$ Change
|
| |
% Change
|
|||
|
| |
2022
|
| |
2021
|
| |||||
|
| |
(In thousands, except percentages)
|
|||||||||
Revenue:
|
| |
|
| |
|
| |
|
| |
|
Contract revenue
|
| |
$2,301
|
| |
$2,371
|
| |
$(70)
|
| |
(3)%
|
Total revenue
|
| |
2,301
|
| |
2,371
|
| |
(70)
|
| |
(3)%
|
Operating expenses:
|
| |
|
| |
|
| |
|
| |
|
Research and development
|
| |
17,940
|
| |
42,030
|
| |
(24,090)
|
| |
(57)%
|
General and administrative
|
| |
10,892
|
| |
14,282
|
| |
(3,390)
|
| |
(24)%
|
Restructuring expenses
|
| |
6,039
|
| |
—
|
| |
6,039
|
| |
100%
|
Total operating expenses
|
| |
34,871
|
| |
56,312
|
| |
(21,441)
|
| |
(38)%
|
Loss from operations
|
| |
(32,570)
|
| |
(53,941)
|
| |
21,371
|
| |
(40)%
|
Other income (expense), net
|
| |
203
|
| |
(15,522)
|
| |
15,725
|
| |
(101)%
|
Net loss
|
| |
$(32,367)
|
| |
$(69,463)
|
| |
$37,096
|
| |
|
|
| |
Year Ended December 31,
|
| |
$ Change
|
| |
% Change
|
|||
|
| |
2021
|
| |
2020
|
| |||||
|
| |
(In thousands, except percentages)
|
|||||||||
Revenue:
|
| |
|
| |
|
| |
|
| |
|
Contract revenue
|
| |
$27,506
|
| |
$193
|
| |
$27,313
|
| |
*
|
Grant revenue
|
| |
806
|
| |
2,687
|
| |
(1,881)
|
| |
(70.0)%
|
Total revenue
|
| |
28,312
|
| |
2,880
|
| |
25,432
|
| |
883.1%
|
|
| |
Year Ended December 31,
|
| |
$ Change
|
| |
% Change
|
|||
|
| |
2021
|
| |
2020
|
| |||||
|
| |
(In thousands, except percentages)
|
|||||||||
Operating expenses:
|
| |
|
| |
|
| |
|
| |
|
Cost of grant revenue
|
| |
433
|
| |
1,190
|
| |
(757)
|
| |
(63.6)%
|
Research and development
|
| |
48,698
|
| |
38,977
|
| |
9,721
|
| |
24.9%
|
General and administrative
|
| |
18,488
|
| |
17,986
|
| |
502
|
| |
2.8%
|
Total operating expenses
|
| |
67,619
|
| |
58,153
|
| |
9,466
|
| |
16.3%
|
Loss from operations
|
| |
(39,307)
|
| |
(55,273)
|
| |
15,966
|
| |
(28.9)%
|
Other income (expense), net
|
| |
(15,266)
|
| |
(24,834)
|
| |
9,568
|
| |
*
|
Net loss
|
| |
$(54,573)
|
| |
$(80,107)
|
| |
$25,534
|
| |
(31.9)%
|
*
|
Not meaningful
|
•
|
Angion’s ability to complete the Merger or, if the Merger is not completed, identify and consummate another strategic
transaction;
|
•
|
the scope, progress, results and costs of researching and developing ANG-3070 or any other product candidates, and conducting
preclinical studies and clinical trials;
|
•
|
the outcome of ongoing and future clinical trials, including the Phase 2 clinical trial of ANG-3070 in patients with PPKD;
|
•
|
whether Angion is able to take advantage of any FDA expedited development and approval programs for any of its product
candidates;
|
•
|
the extent to which COVID-19 may impact Angion's business, including Angion’s clinical trials and financial condition;
|
•
|
the willingness of the FDA and foreign regulatory authorities to accept the results of Angion's completed, ongoing, and
planned clinical trials and preclinical studies and other work, as the basis for review and approval of ANG-3070;
|
•
|
the outcome, costs and timing of seeking and obtaining and maintaining FDA and any foreign regulatory approvals;
|
•
|
the number and characteristics of product candidates Angion pursues, including product candidates in preclinical development;
|
•
|
the ability of Angion's product candidates to progress through clinical development successfully;
|
•
|
Angion's need to expand its research and development activities, including to conduct additional clinical trials;
|
•
|
market acceptance of Angion's product candidates, including physician adoption, market access, pricing and reimbursement;
|
•
|
the costs of acquiring, licensing or investing in businesses, products, product candidates and technologies;
|
•
|
Angion's ability to maintain, expand and defend the scope of its intellectual property portfolio, including the amount and
timing of any payments potentially required to make, or that Angion may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights;
|
•
|
Angion's need and ability to hire additional personnel, including management, clinical development, medical and commercial
personnel;
|
•
|
the effect of competing technological, market developments and government policy;
|
•
|
the costs associated with being a public company, including Angion's need to implement additional internal systems and
infrastructure, including financial and reporting systems;
|
•
|
the costs associated with securing and establishing commercialization and manufacturing capabilities, as well as those
associated with packaging, warehousing and distribution;
|
•
|
the costs associated with being a commercial company with approved products for sale, including Angion's obligation to meet
applicable healthcare laws and regulations and implement robust compliance programs;
|
•
|
the economic and other terms, timing of and success of Angion's existing licensing arrangements and any collaboration,
licensing or other arrangements into which it may enter in the future and timing and amount of payments thereunder; and
|
•
|
the timing, receipt and amount of sales and general commercial success of any future approved products, if any.
|
|
| |
Nine Months Ended
September 30,
|
|||
|
| |
2022
|
| |
2021
|
Net cash provided by (used in)
|
| |
|
| |
|
Operating activities
|
| |
$(33,964)
|
| |
$(38,281)
|
Investing activities
|
| |
—
|
| |
(346)
|
Financing activities
|
| |
(45)
|
| |
106,767
|
Effect of foreign currency on cash
|
| |
396
|
| |
(11)
|
Net increase (decrease) in cash
|
| |
$(33,613)
|
| |
$68,129
|
|
| |
Year Ended December 31,
|
|||
|
| |
2021
|
| |
2020
|
Net cash provided by (used in)
|
| |
|
| |
|
Operating activities
|
| |
$(52,643)
|
| |
$(22,888)
|
Investing activities
|
| |
(382)
|
| |
(41)
|
Financing activities
|
| |
107,171
|
| |
52,409
|
Effect of foreign currency on cash
|
| |
3
|
| |
(444)
|
Net increase in cash
|
| |
$54,149
|
| |
$29,036
|
|
| |
For the Year Ended Payments due by period
|
| |||||||||||
(in thousands)
|
| |
Less than
1 year
|
| |
1 to 3 years
|
| |
3 to 5 years
|
| |
More than
5 years
|
| |
Total
|
Operating lease obligations
|
| |
$1,289
|
| |
$3,618
|
| |
$516
|
| |
$—
|
| |
$5,423
|
Financing obligations
|
| |
$94
|
| |
$219
|
| |
$—
|
| |
$—
|
| |
$313
|
(1)
|
Identify the contract(s) with a customer;
|
(2)
|
Identify the performance obligations in the contract;
|
(3)
|
Determine the transaction price;
|
(4)
|
Allocate the transaction price to the performance obligations in the contract; and
|
(5)
|
Recognize revenue when (or as) Angion satisfies a performance obligation.
|
•
|
advance our lead product candidate, ELI-002 to late stage clinical trials;
|
•
|
advance our other product candidates;
|
•
|
advance our preclinical programs to clinical trials;
|
•
|
further invest in our pipeline;
|
•
|
seek regulatory approval for our investigational medicines;
|
•
|
maintain, expand, protect and defend our intellectual property portfolio;
|
•
|
acquire or in-license technology;
|
•
|
secure facilities to support continued growth in our research, development and commercialization efforts;
|
•
|
take temporary precautionary measures to help minimize the risk of COVID-19 to our employees; and
|
•
|
increase our headcount to support our development efforts and to expand our clinical development team.
|
•
|
personnel costs, which include salaries, benefits and equity-based compensation expense;
|
•
|
expenses incurred under agreements with consultants and contract organizations that conduct research and development
activities on our behalf;
|
•
|
costs related to sponsored research service agreements;
|
•
|
costs related to production of preclinical and clinical materials, including fees paid to contract manufacturers;
|
•
|
laboratory and vendor expenses related to the execution of preclinical studies and planned clinical trials; and
|
•
|
laboratory supplies and equipment used for internal research and development activities.
|
•
|
successful completion of preclinical studies and initiation of clinical trials for future product candidates;
|
•
|
successful enrollment and completion of clinical trials for our current product candidates;
|
•
|
data from our clinical programs that support an acceptable risk-benefit profile of our product candidates in the intended
patient populations;
|
•
|
acceptance by the U.S. Food and Drug Administration, or FDA, or other applicable regulatory agencies of the Investigational
New Drug, or IND, applications, clinical trial applications and/or other regulatory filings for ELI-002 and other product candidates;
|
•
|
expansion and maintenance of a workforce of experienced scientists and others to continue to develop our product candidates;
|
•
|
successful application for and receipt of marketing approvals from applicable regulatory authorities;
|
•
|
obtainment and maintenance of intellectual property protection and regulatory exclusivity for our product candidates;
|
•
|
making of arrangements with contract manufacturing organizations for, or establishment of, commercial manufacturing
capabilities;
|
•
|
establishment of sales, marketing and distribution capabilities and successful launch of commercial sales of our product
candidates, if and when approved, whether alone or in collaboration with others;
|
•
|
acceptance of our product candidates, if and when approved, by patients, the medical community and third-party payors;
|
•
|
effective competition with other therapies;
|
•
|
obtainment and maintenance of coverage, adequate pricing and adequate reimbursement from third-party payors, including
government payors;
|
•
|
maintenance, enforcement, defense and protection of our rights in our intellectual property portfolio;
|
•
|
avoidance of infringement, misappropriation or other violations with respect to others’ intellectual property or proprietary
rights; and
|
•
|
maintenance of a continued acceptable safety profile of our products following receipt of any marketing approvals.
|
|
| |
|
| |
|
| |
Change
|
|||
|
| |
2022
|
| |
2021
|
| |
Amount
|
| |
Percent
|
Operating expenses
|
| |
|
| |
|
| |
|
| |
|
Research and development
|
| |
$13,813,114
|
| |
$13,347,847
|
| |
$465,267
|
| |
3%
|
General and administrative
|
| |
3,958,885
|
| |
6,445,560
|
| |
(2,486,675)
|
| |
(39%)
|
Total operating expenses
|
| |
17,771,999
|
| |
19,793,407
|
| |
(2,021,408)
|
| |
(10%)
|
Loss from operations
|
| |
(17,771,999)
|
| |
(19,793,407)
|
| |
2,021,408
|
| |
(10%)
|
Other income/(expense)
|
| |
|
| |
|
| |
|
| |
|
Other income
|
| |
10,130
|
| |
3,200
|
| |
6,930
|
| |
217%
|
Other expense
|
| |
(3,795,339)
|
| |
—
|
| |
(3,795,339)
|
| |
(100%)
|
Net loss
|
| |
$(21,557,208)
|
| |
$(19,790,207)
|
| |
$(1,767,001)
|
| |
(9%)
|
|
| |
|
| |
|
| |
Change
|
|||
|
| |
2021
|
| |
2020
|
| |
Amount
|
| |
Percent
|
Operating expenses
|
| |
|
| |
|
| |
|
| |
|
Research and development
|
| |
$17,931,797
|
| |
$12,719,956
|
| |
$5,211,841
|
| |
41%
|
General and administrative
|
| |
7,542,889
|
| |
3,001,128
|
| |
4,541,761
|
| |
151%
|
Total operating expenses
|
| |
25,474,686
|
| |
15,721,084
|
| |
9,753,602
|
| |
62%
|
Loss from operations
|
| |
(25,474,686)
|
| |
(15,721,084)
|
| |
(9,753,602)
|
| |
(62%)
|
Other income/(expense)
|
| |
|
| |
|
| |
|
| |
|
Other income
|
| |
3,392
|
| |
8,942
|
| |
(5,550)
|
| |
(62%)
|
Other expense
|
| |
(929,404)
|
| |
—
|
| |
(929,404)
|
| |
(100%)
|
Net loss
|
| |
$(26,400,698)
|
| |
$(15,712,142)
|
| |
$(10,688,556)
|
| |
(68%)
|
|
| |
Nine Months Ended
September 30,
|
| |
Years Ended
December 31,
|
||||||
|
| |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
Net cash used in operating activities
|
| |
$(14,966,883)
|
| |
$(17,834,946)
|
| |
$(23,939,045)
|
| |
$(16,704,394)
|
Net cash used in investing activities
|
| |
(558,847)
|
| |
(391,079)
|
| |
(525,359)
|
| |
(199,916)
|
Net cash provided by financing activities
|
| |
10,090,796
|
| |
5,360,986
|
| |
19,393,568
|
| |
25,061,318
|
Net (decrease) increase in cash and cash equivalents
|
| |
$(5,434,934)
|
| |
$(12,865,039)
|
| |
$(5,070,836)
|
| |
$8,157,008
|
•
|
the impacts of the COVID-19 pandemic;
|
•
|
the progress, costs and results of our ongoing Phase 1/2 clinical trial of ELI-002 (AMPLIFY-201) and our potential future
clinical trials for our other product candidates;
|
•
|
the scope, progress, results and costs of discovery research, preclinical development, laboratory testing and clinical trials
for our other product candidates;
|
•
|
the costs, timing and outcome of regulatory review of our product candidates;
|
•
|
our ability to enter into contract manufacturing arrangements for supply of active pharmaceutical ingredient, or API, and
manufacture of our product candidates and the terms of such arrangements;
|
•
|
our ability to establish and maintain strategic collaborations, licensing or other arrangements and the financial terms of
such arrangements;
|
•
|
the payment or receipt of milestones and receipt of other collaboration-based revenues, if any;
|
•
|
the costs and timing of any future commercialization activities, including product manufacturing, sales, marketing and
distribution, for any of our product candidates for which we may receive marketing approval;
|
•
|
the amount and timing of revenue, if any, received from commercial sales of our product candidates for which we receive
marketing approval;
|
•
|
the costs and timing of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual
property and proprietary rights and defending any intellectual property-related claims;
|
•
|
the extent to which we acquire or in-license other products, product candidates, technologies or data referencing rights;
|
•
|
the ability to receive additional non-dilutive funding, including grants from organizations and foundations; and
|
•
|
the costs of operating as a public company.
|
Grant Date
|
| |
Type of Award
|
| |
Number of
Shares
Subject to
Awards
Granted
|
| |
Per Share
Exercise
Price
|
| |
Estimate of
Common
Share Fair
Value Per
Share on
Grant Date
|
February 20, 2020
|
| |
Stock Option
|
| |
105,000
|
| |
$0.17
|
| |
$0.17
|
March 24, 2020
|
| |
Stock Option
|
| |
643,000
|
| |
0.17
|
| |
0.17
|
June 20, 2020
|
| |
Stock Option
|
| |
425,000
|
| |
0.17
|
| |
0.17
|
June 20, 2020
|
| |
Stock Option
|
| |
30,000
|
| |
0.17
|
| |
0.17
|
July 17, 2020
|
| |
Stock Option
|
| |
100,000
|
| |
0.17
|
| |
0.17
|
September 2, 2020
|
| |
Stock Option
|
| |
1,000,000
|
| |
0.17
|
| |
0.17
|
September 8, 2020
|
| |
Stock Option
|
| |
1,500,000
|
| |
0.17
|
| |
0.17
|
February 1, 2021
|
| |
Stock Option
|
| |
1,956,166
|
| |
0.23
|
| |
0.23
|
March 11, 2021
|
| |
Restricted Stock Units
|
| |
839,142
|
| |
—
|
| |
0.23
|
March 11, 2021
|
| |
Stock Option
|
| |
150,000
|
| |
0.23
|
| |
0.23
|
March 11, 2021
|
| |
Stock Option
|
| |
25,000
|
| |
0.23
|
| |
0.23
|
January 16, 2022
|
| |
Stock Option
|
| |
640,000
|
| |
0.25
|
| |
0.25
|
January 16, 2022
|
| |
Stock Option
|
| |
25,000
|
| |
0.25
|
| |
0.25
|
March 31, 2022
|
| |
Stock Option
|
| |
2,605,000
|
| |
0.25
|
| |
0.25
|
March 31, 2022
|
| |
Stock Option
|
| |
525,000
|
| |
0.25
|
| |
0.25
|
|
| |
Payments due by period
|
||||||||||||
|
| |
Total
|
| |
Less than
one year
|
| |
One to
two years
|
| |
Three to
four years
|
| |
Five and
more years
|
Leases
|
| |
$10,261,619
|
| |
$308,752
|
| |
$2,569,712
|
| |
$2,726,258
|
| |
$4,656,897
|
Total contractual obligations
|
| |
$10,261,619
|
| |
$308,752
|
| |
$2,569,712
|
| |
$2,726,258
|
| |
$4,656,897
|
Name
|
| |
Age
|
| |
Position
|
Robert Connelly
|
| |
66
|
| |
Chief Executive Officer, President and Class Director
|
Daniel Geffken
|
| |
66
|
| |
Interim Chief Financial Officer
|
Christopher Haqq, M.D., Ph.D.
|
| |
57
|
| |
Executive Vice President, Head of Research and Development and Chief Medical
Officer
|
Annette Matthies, Ph.D.
|
| |
46
|
| |
Chief Business Officer
|
Peter DeMuth, Ph.D.
|
| |
37
|
| |
Chief Scientific Officer
|
Jay R. Venkatesan, M.D.
|
| |
51
|
| |
Class Director
|
•
|
Class I directors (expiring in 2024): , and ;
|
•
|
Class II directors (expiring in 2025): , and ; and
|
•
|
Class III directors (expiring in 2026): , and .
|
•
|
appoints its independent registered public accounting firm;
|
•
|
evaluates the independent registered public accounting firm's qualifications, independence and performance;
|
•
|
determines the engagement of the independent registered public accounting firm;
|
•
|
reviews and approves the scope of the annual audit and pre-approves the audit and non-audit fees and services;
|
•
|
reviews and approves all related party transactions on an ongoing basis;
|
•
|
establishes procedures for the receipt, retention and treatment of complaints received regarding accounting, internal
accounting controls or auditing matters;
|
•
|
discusses with management and the independent registered public accounting firm the results of the annual audit and the
review of the company’s quarterly financial statements;
|
•
|
approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit
services;
|
•
|
monitors the rotation of partners of the independent registered public accounting firm on the company’s engagement team in
accordance with requirements established by the SEC;
|
•
|
discusses on a periodic basis, or as appropriate, with management the policies and procedures with respect to risk assessment
and risk management;
|
•
|
reviews the company’s financial statements and its management's discussion and analysis of financial condition and results of
operations to be included in the company’s annual and quarterly reports to be filed with the SEC;
|
•
|
annually reviews and assesses internal controls and treasury functions including cash management procedures;
|
•
|
investigates any reports received through the ethics helpline and report to the Board of Directors periodically with respect
to the information received through the ethics helpline and any related investigations;
|
•
|
consults with management to establish procedures and internal controls relating to cybersecurity;
|
•
|
reviews the company’s critical accounting policies and estimates; and
|
•
|
reviews the audit committee charter and the committee's performance at least annually.
|
•
|
Jay R. Venkatesan, M.D., President and Chief Executive Officer and Chairman of the Board(1);
|
•
|
Itzhak Goldberg, M.D., Director and Chairman Emeritus(2); and
|
•
|
John Neylan, M.D., Executive Vice President, Chief Medical Officer and Head of Research(3)
|
•
|
Jennifer J. Rhodes, J.D., Executive Vice President, Chief Business Officer, Chief Compliance Officer, and Corporate Secretary(4)
|
(1)
|
Dr. Venkatesan was appointed Chairman of the Angion Board in January 2022.
|
(2)
|
After serving as Executive Chairman and Chief Scientific Officer for Angion during the year ended December 31, 2021, Dr.
Goldberg resigned his employment in February 2022, and no longer serves as an Executive Officer of Angion.
|
(3)
|
After being appointed Executive Vice President and Head of Research in March 2022, and serving in that role and as Chief
Medical Officer until August 2022, Dr. Neylan departed from Angion in August 2022 as part of a reduction in force.
|
(4)
|
Ms. Rhodes appointed Chief Business Officer in March 2022, and continues to serve as General Counsel, Chief Compliance Officer
and Secretary.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Option awards ($)(1)
|
| |
All other
compensation
($)(2)
|
| |
Total ($)
|
Jay R. Venkatesan, M.D.,
President and Chief Executive Officer and Chairman of the Board
|
| |
2022
|
| |
608,000
|
| |
898,973
|
| |
11,876
|
| |
1,518,849
|
|
2021
|
| |
587,100
|
| |
1,952,099
|
| |
11,600
|
| |
2,550,799
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
Itzhak D. Goldberg, M.D.,
Executive Chairman and Chief Scientific Officer(3)
|
| |
2022
|
| |
80,670
|
| |
—
|
| |
773,663
|
| |
854,333
|
|
2021
|
| |
484,018
|
| |
763,863
|
| |
11,600
|
| |
1,259,481
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
John F. Neylan, M.D.,
Executive Vice President, Chief Medical Officer and Head of Research(4)
|
| |
2022
|
| |
343,613
|
| |
320,613
|
| |
403,716
|
| |
1,067,941
|
|
2021
|
| |
468,650
|
| |
763,863
|
| |
11,600
|
| |
1,244,113
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
Jennifer Rhodes
Executive Vice President, Chief Business Officer, General Counsel, Chief
Compliance Officer and Secretary(5)
|
| |
2022
|
| |
440,840
|
| |
320,613
|
| |
12,200
|
| |
773,653
|
(1)
|
Amounts shown represents the grant date fair value of options granted as calculated in accordance with ASC Topic 718. See Note
2 of the financial statements included in Angion’s Annual Report on Form 10-K for the year ended December 31, 2022, to be filed with the SEC for the year ended December 31, 2022 for the assumptions used in calculating this amount..
|
(2)
|
All other compensation includes severance benefits in the form of cash severance of $363,825 and COBRA payments equal to
$28,842 paid to Dr. Neylan in 2022 pursuant to Angion’s Executive Separation Benefits Plan dated August 15, 2022, and severance benefits in the form of cash payments tied to salary of $484,018 and tied to bonus of $363,014, and COBRA
payments equal to $2,174 paid to Dr. Goldberg pursuant to his severance agreement with Angion dated February 25, 2022. Amounts also include a company match under Angion’s 401(k) plan in the following amounts: Dr. Venkatesan, $11,876 and
$11,600 for 2022 and 2021; Dr. Goldberg, $5,125 and $11,600 for 2022 and 2021; Dr. Neylan, $11,049 and $11,600 for 2022 and 2021; and Ms. Rhodes, $12,200 for 2022.
|
(3)
|
After serving as Executive Chairman and Chief Scientific Officer for Angion during the year ended December 31, 2021, Dr.
Goldberg resigned his employment in February 2022, and no longer serves as an Executive Officer of Angion. Dr. Goldberg continues to serve as a Director and Chairman Emeritus.
|
(4)
|
After being appointed Executive Vice President and Head of Research in March 2022 and serving in that role and as Chief
Medical Officer until August 2022, Dr. Neylan departed from Angion in August 2022 as part of a reduction in force.
|
(5)
|
Ms. Rhodes was appointed Executive Vice President, Chief Business Officer in March 2022, and continues to serve as General
Counsel, Chief Compliance Officer and Secretary.
|
Name
|
| |
Vesting
Commencement
Date(1)
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
| |
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number
of
Shares
that
Have
Not
Vested
(#)
|
| |
Market
Value of
Shares or
Units of
Shares
that Have
Not Vested
($)(2)
|
|||||
Jay R. Venkatesan, M.D.
|
| |
5/1/2018(3)
|
| |
934,400
|
| |
—
|
| |
5.89
|
| |
5/1/2028
|
| |
—
|
| |
—
|
|
6/18/2020
|
| |
77,791
|
| |
46,675
|
| |
7.77
|
| |
6/17/2030
|
| | | | ||||
|
2/5/2021
|
| |
82,005
|
| |
96,915
|
| |
16.00
|
| |
2/4/2031
|
| |
—
|
| |
—
|
||
|
3/3/2022(6)
|
| |
272,500
|
| |
487,500
|
| |
1.94
|
| |
3/2/2032
|
| |
—
|
| |
—
|
||
Itzhak Goldberg, M.D.
|
| |
12/19/2018(4)
|
| |
40,600
|
| |
—
|
| |
6.05
|
| |
1/21/2029
|
| |
—
|
| |
—
|
|
6/18/2020
|
| |
38,895
|
| |
23,338
|
| |
7.77
|
| |
6/17/2030
|
| |
—
|
| |
—
|
||
|
2/5/2021
|
| |
32,088
|
| |
37,924
|
| |
16.00
|
| |
2/4/2031
|
| |
—
|
| |
—
|
||
Jennifer J. Rhodes
|
| |
2/14/2020(4)
|
| |
113,040
|
| |
3,647
|
| |
9.51
|
| |
2/13/2030
|
| |
—
|
| |
—
|
|
2/14/2020(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
2/13/2030
|
| |
15,802
|
| |
12,831
|
||
|
6/18/2020
|
| |
36,464
|
| |
21,879
|
| |
7.77
|
| |
6/17/2030
|
| | | | ||||
|
2/5/2021
|
| |
32,088
|
| |
37,924
|
| |
16.00
|
| |
2/4/2031
|
| |
—
|
| |
—
|
||
|
3/2/2022(6)
|
| |
132,812
|
| |
142,188
|
| |
1.99
|
| |
3/1/2032
|
| |
—
|
| |
—
|
||
John Neylan, M.D.(7)
|
| | | | | | | | | | | | | |
—
|
(1)
|
Except as otherwise noted, all grants with a vesting commencement date in June 2020 and thereafter vest as to 1/48th of the
shares subject to the award on each monthly anniversary of the vesting commencement date, subject to the Named Executive Officer’s continued service to Angion through each vesting date.
|
(2)
|
The market value of shares that have not vested is calculated based on a value of $0.812 per share, the closing price of
Angion’s common stock as of December 30, 2022, the last trading day of 2022.
|
(3)
|
The stock option award vests as to 25% of the shares on the vesting commencement date and thereafter 10% of the shares vest on
each quarterly anniversary, subject to Dr. Venkatesan’s continued service to Angion through such vesting date; provided that an additional 25% of the shares can vest if certain financing goals are achieved. This award is fully vested.
|
(4)
|
The stock option award vests as to 25% of the shares on the first anniversary of the vesting commencement date and vest as to
the remaining 75% of the shares in 24 substantially equal monthly installments thereafter, such that all awards will be vested on the anniversary of the vesting commencement date, subject to the Named Executive Officer’s continued
service to Angion through such vesting date.
|
(5)
|
The restricted stock units shall vest as to 25% of the shares on the first anniversary of the vesting commencement date and
vest as to the remaining 75% of the shares in 24 substantially equal monthly installments thereafter, such that all awards will be vested on the third anniversary of the vesting commencement date. In January 2022, the vesting schedule
for this grant was modified to vest annually on January 13, 2023, and then the vesting schedule was subsequently modified in December 2022 so that vesting shall occur upon certain triggering events in an amount equal to what she would
have other vested on the original monthly schedule, including if Ms. Rhodes is involuntary terminated, Ms. Rhodes resigned her employment with Angion, or if the current merger transaction announced by Angion on January 17, 2023 is
abandoned.
|
(6)
|
Dr. Venkatesan and Ms. Rhodes each received two stock option awards in March of 2022. The first award granted Dr. Venkatesan
of 600,000 share and Ms. Rhodes of 160,000 shares, all vest at a rate of 1/48th of the shares subject to the award each month following the vesting commencement date. The second award granted Dr. Venkatesan of 160,000 shares
and Ms. Rhodes of 100,000 shares, all vest at a rate of 50% on July 31, 2022 and December 31, 2022. Both awards are subject to subject to the Named Executive Officer’s continued service to Angion through each vesting date.
|
(7)
|
Dr. Neylan has no outstanding equity awards as of December 31, 2022, due to the end of his employment on August 15, 2022 and
consistent with the term of the 2021 and 2015 Plans.
|
•
|
Each non-employee director will receive an annual cash retainer in the amount of $40,000 per year.
|
•
|
The Non-Executive Chairperson will receive an additional annual cash retainer in the amount of $35,000 per year.
|
•
|
The lead non-employee director will receive an additional annual cash retained in the amount of $20,000 per year.
|
•
|
The chairperson of the audit committee will receive additional annual cash compensation in the amount of $15,000 per year for
such chairperson’s service on the audit committee. Each non-chairperson member of the audit committee will receive additional annual cash compensation in the amount of $7,500 per year for such member’s service on the audit committee.
|
•
|
The chairperson of the compensation committee will receive additional annual cash compensation in the amount of $10,000 per
year for such chairperson’s service on the compensation committee. Each non-chairperson member of the compensation committee will receive additional annual cash compensation in the amount of $5,000 per year for such member’s service on
the compensation committee.
|
•
|
The chairperson of the nominating and corporate governance committee will receive additional annual cash compensation in the
amount of $8,000 per year for such chairperson’s service on the nominating and corporate governance committee. Each non-chairperson member of the nominating and corporate governance committee will receive additional annual cash
compensation in the amount of $5,000 per year for such member’s service on the nominating and corporate governance committee.
|
Name
|
| |
Fees Earned or
Paid
in Cash ($)
|
| |
Option
Awards(1)
($)
|
| |
Total(2)
($)
|
Victor Ganzi, J.D.
|
| |
77,500
|
| |
16,275
|
| |
93,775
|
Allen Nissenson, M.D.
|
| |
62,500
|
| |
16,275
|
| |
78,775
|
Gilbert Omenn, M.D.
|
| |
60,500
|
| |
16,275
|
| |
76,775
|
Karen Wilson
|
| |
65,000
|
| |
16,275
|
| |
81,275
|
(1)
|
Amounts shown represents the grant date fair value of options granted during fiscal year 2022 as calculated in accordance with
ASC Topic 718. See note 2 of the financial statements included in Angion’s Annual Report on Form 10-K for the year ended December 31, 2022, to be filed with the SEC, for the assumptions used in calculating this amount. As of
December 31, 2022, Messrs. Ganzi, Nissenson and Omenn and Ms. Wilson each held options to purchase an aggregate of 68,895 shares of Angion’s common stock.
|
(2)
|
Non-employee directors only received cash fees and stock awards as compensation for their service on the Board of Directors.
|
•
|
Robert Connelly, Chief Executive Officer;
|
•
|
Christopher Haqq, M.D., Ph.D., Executive Vice President, Head of Research and Development and Chief Medical Officer; and
|
•
|
Annette Matthies, Ph.D, Chief Business Officer.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Stock
Awards(1)
|
| |
Option
Awards(1)
|
| |
Non-equity
Incentive Plan
Compensation(2)
|
| |
Total
|
Robert Connelly,
Chief Executive Officer
|
| |
2022
|
| |
$475,000
|
| |
—
|
| |
$572,040
|
| |
—
|
| |
$1,047,040
|
|
2021
|
| |
$475,000
|
| |
—
|
| |
—
|
| |
$120,156
|
| |
$595,156
|
||
Christopher Haqq,
Executive Vice President, Head of Research
and Development and Chief Medical Officer
|
| |
2022
|
| |
$465,025
|
| | | |
$511,321
|
| |
—
|
| |
$976,346
|
|
|
2021
|
| |
$445,000
|
| |
$193,003
|
| |
$—
|
| |
$157,975
|
| |
$795,978
|
||
Annette Matthies,
Chief Business Officer
|
| |
2022
|
| |
$353,600
|
| |
—
|
| |
$236,793
|
| |
—
|
| |
$590,393
|
|
2021
|
| |
$340,000
|
| |
—
|
| |
$325,718
|
| |
$117,300
|
| |
$783,018
|
(1)
|
Amounts represent the aggregate grant date fair value of stock options and RSUs issued during the years indicated, computed in
accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of these awards in Note 12 to the consolidated financial
statements for the years ended December 31, 2021 and 2020 included in this proxy statement/prospectus/information statement.
|
(2)
|
Elicio has not paid bonuses to the named executive officers with respect to 2022 services, but Elicio may pay such bonuses at
a later date in 2023.
|
Name
|
| |
2022
Base Salary
|
| |
2022 Target
Performance
Bonus
|
Robert Connelly
|
| |
$475,000
|
| |
40%
|
Christopher Haqq
|
| |
$465,025
|
| |
40%
|
Annette Matthies
|
| |
$353,600
|
| |
40%
|
|
| |
Option Awards
|
| |
Stock Awards
|
|||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
securities
underlying
unexercised
options (#)
exercisable
|
| |
Number of
securities
underlying
unexercised
options (#)
unexercisable
|
| |
Option
exercise
price
($)
|
| |
Option
expiration
date
|
| |
Number of
shares or
units of
stock that
have not
vested
(#)
|
| |
Market value of
shares of units
of stock that
have not
vested
($)
|
Robert Connelly
|
| |
9/8/2020(1)
|
| |
1,500,000
|
| |
|
| |
0.17
|
| |
9/8/2030
|
| |
—
|
| |
—
|
|
11/28/2022(2)
|
| |
8,171,995
|
| | | |
0.07
|
| |
11/28/2032
|
| |
—
|
| |
—
|
|||
Christopher Haqq
|
| |
10/9/2019(3)
|
| |
—
|
| | | |
—
|
| | | |
1,426,423
|
| |
99,850
|
||
|
3/11/2021(3)
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
839,142
|
| |
58,740
|
||
|
3/31/2022(4)
|
| |
200,000
|
| |
—
|
| |
0.25
|
| |
3/31/2032
|
| |
—
|
| |
—
|
||
|
11/28/2022(2)
|
| |
5,518,873
|
| |
—
|
| |
0.07
|
| |
11/28/2032
|
| |
—
|
| |
—
|
||
Annette Matthies
|
| |
2/1/2021(5)
|
| |
678,580
|
| |
737,586
|
| |
0.23
|
| |
2/1/2031
|
| |
—
|
| |
—
|
|
3/31/2022(4)
|
| |
100,000
|
| |
—
|
| |
0.25
|
| |
3/31/2032
|
| |
—
|
| |
—
|
||
|
11/28/2022(2)
|
| |
3,025,613
|
| |
—
|
| |
0.07
|
| |
11/28/2032
|
| |
—
|
| |
—
|
(1)
|
This option fully vested upon the submission of the IND for ELI-002 on January 21, 2021.
|
(2)
|
Grant is subject to vesting but may be early exercised by the holder for restricted shares of common stock until the vesting
of the award, which is monthly in equal installments for thirty-six months commencing on the date of grant, assuming Mr. Connelly’s continued service to Elicio through the applicable vesting date.
|
(3)
|
Represents a grant of (i) 1,426,423 RSUs subject to both a time-based and a performance-based vesting component assuming Dr.
Haqq’s continued service to Elicio through the applicable vesting date (except as otherwise provided in the grant agreement), with time-based vesting commencing on October 15, 2019 such that one quarter of the original award amount of
1,426,423 RSUs vested on October 15, 2020 and the remainder vesting in a series of 12 equal quarterly installments thereafter; and (ii) 839,142 RSUs, subject to both a time-based and a performance-based vesting component assuming Dr.
Haqq’s continued service to Elicio through the applicable vesting date (except as otherwise provided in the grant agreements), with time-based vesting commencing on October 15, 2019 such that one quarter of the original award amount of
839,142 RSUs vested on October 15, 2020 and the remainder vesting in a series of 12 equal quarterly installments thereafter. All of the foregoing time-based vesting is accelerated in full upon a change in control and the
performance-based vesting achieved upon a change of control. The Merger constitutes such a change of control under the grant agreements and all of the foregoing 2,265,565 RSUs will vest in full and be settled in Elicio common stock
immediately prior to the consummation of the Merger.
|
(4)
|
Grant is subject to vesting but may be early exercised by the holder for restricted shares of common stock until the vesting
of the award, which is over four years with 25% vesting on the first anniversary of the date of grant and monthly thereafter assuming the holder’s continued service to Elicio through the applicable vesting date.
|
(5)
|
Grant is subject to vesting but may be early exercised by the holder for restricted shares of common stock until the vesting
of the award, which is monthly in equal installments for 36 months commencing on January 3, 2021 assuming Dr. Matthies’ continued service to Elicio through the applicable vesting date.
|
Name
|
| |
Fees earned
or paid in
cash
($)(1)
|
| |
Option
awards
($)(2)(3)
|
| |
Total
($)
|
Julian Adams(4)(5)
|
| |
50,000
|
| |
150,964
|
| |
200,964
|
Carol Ashe(4)(5)
|
| |
35,000
|
| |
57,165
|
| |
92,165
|
Yekaterina Chudnovsky(5)
|
| |
—
|
| |
17,500
|
| |
17,500
|
Daniel Geffken(4)(5)
|
| |
35,000
|
| |
83,609
|
| |
118,609
|
Ofer Gonen(6)
|
| |
—
|
| |
—
|
| |
—
|
Daphne Karydas(4)(5)
|
| |
35,000
|
| |
57,165
|
| |
92,165
|
Assaf Segal(5)
|
| |
—
|
| |
17,500
|
| |
17,500
|
Robert Ruffolo, Jr.(4)(5)
|
| |
35,000
|
| |
62,752
|
| |
97,752
|
(1)
|
The amounts reported in this column reflect annual or prorated amounts for the portion of the year such individual served as a
member of Elicio’s Board.
|
(2)
|
The amounts represent the aggregate grant date fair value of stock and option awards granted by Elicio in 2022, computed in
accordance with FASB ASC Topic 718. For further information on how we account for stock-based compensation, see Note 13 to Elicio’s consolidated financial statements. These amounts reflect Elicio’s accounting expense for these awards
and do not correspond to the actual amounts, if any, that will be recognized by the directors. None of Elicio’s non-employee directors have been granted stock awards or any other equity compensation other than stock options.
|
(3)
|
The table below shows the aggregate number of outstanding option awards held as of December 31, 2022 by each non-employee
director who was serving as of December 31, 2022. The number of options outstanding reflects stock option awards that may be early exercised at any time at the election of the holder for restricted shares of Elicio common stock until
the full vesting of the award.
|
Name
|
| |
Number of
Options outstanding
|
Julian Adams
|
| |
2,799,839
|
Carol Ashe
|
| |
752,946
|
Yekaterina Chudnovsky
|
| |
250,000
|
Daniel Geffken
|
| |
1,355,442
|
Ofer Gonen
|
| |
—
|
Daphne Karydas
|
| |
752,946
|
Assaf Segal
|
| |
250,000
|
Robert Ruffolo, Jr.
|
| |
872,769
|
(4)
|
Grant made on March 31, 2022 and subject to vesting based on continued service, but may be early exercised by the holder for
restricted shares of common stock until the vesting of the award, which is over three years with 25% vesting on the first anniversary of the date of grant and monthly thereafter.
|
(5)
|
Grant made on December 6, 2022 and subject to vesting based on continued service but may be early exercised by the holder for
restricted shares of common stock until the vesting of the award, which is over four years with 25% vesting on the first anniversary of the date of grant and monthly thereafter.
|
(6)
|
Mr. Gonen ceased his service on Elicio’s Board in June 2022.
|
Name
|
| |
Convertible Note Issued(1)
and Outstanding as of
December 31, 2020
(Principal Amount)
|
| |
Number of Shares
of Angion’s
Common Stock
Issuable Upon
Conversion(2)
|
Gilbert S. Omenn, M.D., Ph.D.(2)
|
| |
$661,540
|
| |
61,657
|
Jay R. Venkatesan, M.D.(3)(4)
|
| |
$1,806,965
|
| |
165,356
|
Victor F. Ganzi, J.D(3)(5)
|
| |
$747,671
|
| |
68,863
|
Karen Wilson(6)
|
| |
$200,000
|
| |
18,718
|
Vifor (International) Ltd.(7)
|
| |
$5,000,000
|
| |
433,143
|
(1)
|
The terms of the convertible notes provide that the notes and accrued dividends will convert at a price that is equal to a 20%
discount to the price of Angion common stock offered in Angion’s initial public offering. The number of shares reflected are based on an initial public offering price of $16.00 per share and assumed the conversion occurs on February 9,
2021.
|
(2)
|
Dr. Omenn is a member of the Angion Board. Upon Angion’s initial public offering in February 2021, all of the convertible
notes held by Dr. Omenn’s were converted into 61,657 shares of Angion common stock. Amount shown includes Convertible Notes held by the Gilbert S. Omenn Revocable Trust, an estate planning instrument for which Dr. Omenn is trustee.
|
(3)
|
Consists of shares of Angion common stock converted from both convertible notes outstanding and convertible preferred stock
outstanding.
|
(4)
|
Dr. Venkatesan is Angion’s chief executive officer and Chairman of the Angion Board. During 2020, Dr. Venkatesan purchased
$950,000 in convertible notes, and in August 2021 $1.8 million in convertible notes purchased by Dr. Venkatesan in 2019 and 2020 were exchanged into preferred convertible notes, all of which were then converted into 165,094 shares of
Angion common stock upon Angion’s initial public offering in February 2021.
|
(5)
|
Mr. Ganzi is a member of the Angion Board.
|
(6)
|
Ms. Wilson is a member of the Angion Board.
|
(7)
|
Vifor (International) Ltd. is Angion’s licensing partner.
|
Participants
|
| |
Aggregate
Principal
Amount
|
| |
Shares of
Series B
Preferred Stock
Received on
Conversion
of Notes
|
| |
Warrants to
Purchase
Shares of
Common Stock
Received on
Conversion
of Notes(1)
|
Clal Biotechnology Industries, Ltd.
|
| |
$6,347,701
|
| |
9,399,504
|
| |
2,349,872
|
(1)
|
Warrants with ten-year term to purchase 1⁄4 of a share of common stock at an exercise price of $1.10
per full share were issued in connection with each share of Series B Preferred Stock issued.
|
Participants
|
| |
Shares of Series B
Preferred Stock
|
| |
Warrants to
Purchase Shares of
Common Stock(2)
|
Clal Biotechnology Industries, Ltd.
|
| |
2,000,000
|
| |
—
|
(2)
|
No warrants were issued to investors after the additional closings in 2019.
|
Participants
|
| |
Aggregate
Principal &
Interest
Amount
|
| |
Shares of
Series C-2
Preferred
Stock
Received on
Conversion
of Notes
|
Clal Biotechnology Industries, Ltd.
|
| |
$2,165,699
|
| |
10,507,999
|
Dreavent 3, a Series of Dreavent Master, LLC
|
| |
$12,251,015
|
| |
59,442,089
|
Participants
|
| |
Shares of
Series C-1
Preferred
Stock
|
Dreavent 5 LP
|
| |
37,928,775
|
Dreavent 5 II LP
|
| |
6,987,577
|
•
|
any breach of the director’s duty of loyalty to Angion or its stockholders;
|
•
|
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or
|
•
|
any transaction from which the director derived an improper personal benefit.
|
|
| |
Beneficial Ownership
as of February 1, 2023(1)
|
|||
Beneficial Owner
|
| |
Number of
Shares
|
| |
Percent of
Total
|
5% and Greater Stockholders:
|
| |
|
| |
|
Jay R. Venkatesan, M.D.(2)
|
| |
2,620,655
|
| |
8.3%
|
Thomas A. Satterfield, Jr.(3)
|
| |
2,547,558
|
| |
8.5%
|
Entities associated with Vifor (International), Ltd.(4)
|
| |
1,995,643
|
| |
6.6%
|
EISA-ABC LLC(5)
|
| |
1,722,237
|
| |
5.7%
|
Itzhak D. Goldberg, M.D.(6)
|
| |
1,807,835
|
| |
6.0%
|
|
| |
|
| |
|
Named Executive Officers and Directors:
|
| |
|
| |
|
Jay R. Venkatesan, M.D.(2)
|
| |
2,620,655
|
| |
8.3%
|
Itzhak D. Goldberg, M.D.(6)
|
| |
1,807,835
|
| |
6.0%
|
Victor F. Ganzi, J.D.(7)
|
| |
1,032,593
|
| |
3.4%
|
Jennifer J. Rhodes, J.D.(8)
|
| |
355,253
|
| |
1.2%
|
John Neylan, M.D.(9)
|
| |
35,136
|
| |
*
|
Gilbert S. Omenn, M.D., Ph.D.(10)
|
| |
134,221
|
| |
*
|
Karen J. Wilson(11)
|
| |
72,613
|
| |
*
|
Allen R. Nissenson, M.D.(12)
|
| |
63,278
|
| |
*
|
All executive officers and directors as a group (9 persons)(13)
|
| |
6,311,358
|
| |
19.5%
|
*
|
Less than one percent.
|
(1)
|
This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G
filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, Angion believes that each of the stockholders named in this table has sole voting and investment
power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 30,113,362 shares outstanding on February 1, 2023, adjusted as required by rules promulgated by the SEC. Unless otherwise noted below,
the address for persons listed in the table is c/o Angion Biomedica Corp. 51 Charles Lindbergh Boulevard, Uniondale, New York 11553.
|
(2)
|
Consists of (i) 1,192,730 shares of Angion’s common stock held directly by Jay R. Venkatesan, M.D., (ii) 1,423,157 shares of
Angion’s common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 1, 2023, and (iii) 4,768 shares of Angion’s common stock held by the Venkatesan Family Trust.
|
(3)
|
Based upon a Schedule 13G/A filed on , 2023 and information provided by Mr. Satterfield, as of January 27, 2023,
Mr. Satterfield has sole voting and investment power with respect to of these shares, and shared voting and investment power with respect to of these shares. With respect to the beneficial ownership reported for Mr. Satterfield,
Jr.: 75,000 shares are held by Mr. Satterfield in his individual name; 300,000 shares are held by the Thomas A. Satterfield, Jr. Revocable Trust; 25,000 shares are held by Mr. Satterfield’s spouse in her individual capacity; 300,000
shares are held by Tomsat Investment & Trading Co., Inc., a corporation controlled by Mr. Satterfield and of which he serves as President; 800,000 shares are held by Caldwell Mill Opportunity Fund, which fund is managed by an entity
of which Mr. Satterfield owns a 50% interest and serves as Chief Investment Manager; and 800,000 shares are held by A.G. Family L.P., a partnership managed by a general partner controlled by Mr. Satterfield. Additionally,
Mr. Satterfield has limited powers of attorney for voting and disposition purposes with respect to the following shares: Satterfield Vintage Investments LP (200,000 shares, of which 31,558 are shares that may be acquired pursuant to the
exercise of warrants within 60 days of February 1, 2023); and George and Laura Thaggard Pontikes (32,000 shares). These individuals and entities have the right to receive or the power to direct the receipt of the proceeds from the sale
of their respective shares. The address for Mr. Satterfield is 15 Colley Cove Drive, Gulf Breeze, FL 32561.
|
(4)
|
The shares are owned directly by Vifor (International) Ltd., a Swiss joint stock corporation, which is a wholly owned
subsidiary of Vifor Pharma Participations Ltd., a Swiss joint stock corporation, which is a wholly owned subsidiary of Vifor Pharma Ltd., a Swiss joint stock corporation. Vifor Pharma Ltd. is a wholly owned subsidiary of CSL Behring AG,
a Swiss joint stock corporation, which is a wholly owned subsidiary of CSL Behring Holdings Limited, an English private limited company. CSL Behring Holdings Limited is a wholly owned subsidiary of CSL Behring (Holdings) Pty Ltd, an
Australian private limited company, which is a wholly owned subsidiary of CSL Limited, an Australian public limited company listed on the Australian Securities Exchange (ASX). Each of Vifor Pharma Participations Ltd., Vifor Pharma Ltd.,
CSL Behring AG, CSL Behring Holdings Limited, CSL Behring (Holdings) Pty Ltd and CSL Limited may be deemed to beneficially own the shares by virtue of the relationships described above. Voting and investment decisions are made by
management at the direction of the Board of Directors of CSL Limited. The Board of Directors of CSL Limited comprisea nine members, which exercises its voting and dispositive power by majority vote. The address of CSL Limited is 45
Poplar Road, Parkville VIC 3052, Australia. The address for Vifor (International) Ltd. is Rechenstrasse 37, CH-9014 St. Gallen, Switzerland.
|
(5)
|
Based upon information provided by EISA-ABC. The address of EISA-ABC, LLC is 41 Brayton Street, Englewood, NJ 07631.
|
(6)
|
Consists of (i) 1,687,986 shares of Angion’s common stock held directly by Dr. Goldberg, and (ii) 119,849 shares of Angion’s
common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 1, 2023. The address of Dr. Goldberg is 41 Brayton Street, Englewood, NJ 07631.
|
(7)
|
Consists of (i) 823,117 shares of Angion’s common stock held directly by Victor F. Ganzi, J.D., (ii) 155,581 shares of
Angion’s common stock held by Victor F Ganzi 2012 GST Family Trust held by Victor Ganzi, and (iii) 53,895 shares of Angion’s common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 1, 2023.
|
(8)
|
Consists of (i) 14,597 shares of Angion’s common stock held directly by Jennifer J. Rhodes, J.D., and (ii) 340,656 that may be
acquired pursuant to the exercise of stock options within 60 days of February 1, 2023.
|
(9)
|
Consists solely of shares of Angion’s common stock held directly by John Neylan, M.D.
|
(10)
|
Consists of (i) 80,326 shares of Angion’s common stock held by the Gilbert S. Omenn Revocable Trust, and (ii) 53,895 shares of
common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 1, 2023.
|
(11)
|
Consists of (i) 18,718 shares of Angion’s common stock held directly by Karen Wilson, and (ii) 53,895 shares of Angion’s
common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 1, 2023.
|
(12)
|
Consists of (i) 9,383 shares of Angion’s common stock held directly by Allen R. Nissenson, and (ii) 53,895 shares of Angion’s
common stock that may be acquired pursuant to the exercise of stock options within 60 days of February 1, 2023.
|
(13)
|
Consists of the shares described in footnotes 6 through 12 above, plus (i) 4,000 shares of Angion’s common stock held directly
by Greg Curhan, and (ii) 185,774 that may be acquired pursuant to the exercise of stock options within 60 days of February 1, 2023.
|
•
|
each person, or group of affiliated persons, known by Elicio to beneficially own more than 5% of Elicio’s outstanding shares
of Elicio capital stock;
|
•
|
each of Elicio’s directors;
|
•
|
each of Elicio’s named executive officers; and
|
•
|
all directors and executive officers of Elicio as a group.
|
|
| |
Beneficial Ownership
as of February 1, 2023
|
|||
Beneficial Owner
|
| |
Number of
Shares
|
| |
Percent of
Total
|
5% and Greater Stockholders:
|
| |
|
| |
|
Clal Biotechnology Industries, Ltd.(1)
|
| |
38,097,783
|
| |
12.78%
|
Funds affiliated with Dreavent, Inc.(2)
|
| |
104,358,441
|
| |
35.44%
|
GKCC, LLC(3)
|
| |
38,819,875
|
| |
13.18%
|
|
| |
|
| |
|
Directors and Named Executive Officers:
|
| |
|
| |
|
Julian Adams, Ph.D.(4)
|
| |
2,799,839
|
| |
*
|
Carol Ashe(5)
|
| |
752,946
|
| |
*
|
Yekaterina (Katie) Chudnovsky(3)(6)
|
| |
39,069,875
|
| |
13.26%
|
Robert Connelly(7)
|
| |
12,267,067
|
| |
4.03%
|
Daniel Geffken(8)
|
| |
1,355,442
|
| |
*
|
Christopher Haqq, M.D., Ph.D.(9)
|
| |
6,318,873
|
| |
2.10%
|
Annette Matthies, Ph.D.(10)
|
| |
3,892,703
|
| |
1.30%
|
Daphne Karydas(11)
|
| |
752,946
|
| |
*
|
Robert Ruffolo, Jr., Ph.D.(12)
|
| |
872,769
|
| |
*
|
Assaf Segal(13)
|
| |
250,000
|
| |
*
|
All executive officers and directors as a group (11 persons)(14)
|
| |
73,227,909
|
| |
22.46%
|
*
|
Represents beneficial ownership of less than 1%.
|
(1)
|
Consists of (i) 7,314,219 shares of Elicio common stock issuable upon the conversion of 5,000,000 shares of Elicio Series A
preferred stock, (ii) 16,675,693 shares of Elicio common stock issuable upon the conversion of 11,399,504 shares of Elicio Series B preferred stock, (iii) 10,507,999 shares of Elicio common stock issuable upon the conversion of
10,507,999 shares of Elicio Series C preferred stock, and (iv) 3,599,872 shares of our common stock subject to warrants that may be exercised within 60 days of February 1, 2023. Clal Industries
|
(2)
|
Consists of (i) 59,442,089 shares of Elicio common stock issuable upon the conversion of 59,442,089 shares of Elicio Series C
preferred stock held by Dreavent 3, a Series of Dreavent Master, LLC (“Dreavent 3”), (ii) 37,928,775 shares of Elicio common stock issuable upon the conversion of 37,928,775 shares of Elicio Series C preferred stock held by Dreavent 5,
LP, (“Dreavent 5”) and (iii) 6,987,577 shares of Elicio common stock issuable upon the conversion of 6,987,577 shares of Elicio Series C preferred stock held by Dreavent 5 II LP (“Dreavent 5 II”). Assure Fund Management II, LLC is the
Administrative Manager of Dreavent 3, Dreavent 5 and Dreavent 5 II. Dreavent, Inc. is the manager of Dreavent 3 and the general partner of Dreavent 5 and Dreavent 5 II. Gorka Fius is the sole stockholder of Dreavent, Inc. and may be
deemed to beneficially own the shares held by Dreavent 3, Dreavent 5 and Dreavent 5 II. Mr. Fius disclaims beneficial ownership of the shares held by Dreavent 3, Dreavent 5 and Dreavent 5 II, except to the extent of his pecuniary
interest therein, if any. The address of Dreavent 3, Dreavent 5 and Dreavent 5 II is One Broadway, Cambridge, MA 02142.
|
(3)
|
Consists of 38,819,875 shares of Elicio common stock issuable upon the conversion of 38,819,875 shares of Elicio Series C
preferred stock. Yekaterina (Katie) Chudnovsky is the sole member and manager of GKCC, LLC and may be deemed to beneficially own the shares held by GKCC, LLC. The address of GKCC, LLC is 501 Silverside Road, Suite 87AVA, Wilmington, DE
19809.
|
(4)
|
Consists of 2,799,839 shares of Elicio common stock subject to options that are exercisable within 60 days of February 1, 2023.
|
(5)
|
Consists of 752,946 shares of Elicio common stock subject to options that are exercisable within 60 days of February 1, 2023.
|
(6)
|
Consists of 250,000 shares of Elicio common stock subject to options that are exercisable within 60 days of February 1, 2023;
see footnote 3.
|
(7)
|
Consists of (i) 2,595,072 shares of common stock, and (ii) 9,671,995 shares of Elicio common stock subject to options that are
exercisable within 60 days of February 1, 2023.
|
(8)
|
Consists of 1,355,442 shares of Elicio common stock subject to options that are exercisable within 60 days of February 1, 2023.
|
(9)
|
Consists of: (i) 300,000 shares of Elicio common stock, of which 300,000 shares are subject to forfeiture pursuant to an early
exercise of a stock option prior to vesting, and (ii) 6,018,873 shares of Elicio common stock subject to options that are exercisable within 60 days of February 1, 2023.
|
(10)
|
Consists of 3,892,703 shares of Elicio common stock subject to options that are exercisable within 60 days of February 1, 2023.
|
(11)
|
Consists of 752,946 shares of Elicio common stock subject to options that are exercisable within 60 days of February 1, 2023.
|
(12)
|
Consists of 872,769 shares of Elicio common stock subject to options that are exercisable within 60 days of February 1, 2023.
|
(13)
|
Consists of 250,000 shares of Elicio common stock subject to options that are exercisable within 60 days of February 1, 2023.
Assaf Segal, a member of Elicio’s board of directors, is the Chief Executive Officer of CBI, but does not have voting or investment control over the securities of Elicio owned by CBI.
|
(14)
|
Consists of (i) 41,714,947 shares of Elicio common stock held by Elicio’s executive officers and directors, and (ii)
31,512,962 shares of Elicio common stock subject to options that are exercisable within 60 days of February 1, 2023. Includes 4,895,449 shares of common stock subject to options that are exercisable within 60 days of February 1, 2023,
held by Pete DeMuth, Chief Scientific Officer.
|
|
| |
Beneficial Ownership
as of , 2023
|
|||
Beneficial Owner
|
| |
Number of
Shares
|
| |
Percent of
Total
|
5% and Greater Stockholders:
|
| |
|
| |
|
Clal Biotechnology Industries, Ltd.
|
| |
|
| |
|
Funds affiliated with Dreavent, Inc.
|
| |
|
| |
|
GKCC, LLC
|
| |
|
| |
|
|
| |
|
| |
|
Directors and Named Executive Officers(1):
|
| |
|
| |
|
Robert Connelly
|
| |
|
| |
|
Daniel Geffken
|
| |
|
| |
|
Christopher Haqq, M.D., Ph.D.
|
| |
|
| |
|
Annette Matthies, Ph.D.
|
| |
|
| |
|
Peter DeMuth, Ph.D.
|
| |
|
| |
|
Jay R. Venkatesan, M.D.
|
| |
|
| |
|
*
|
Represents beneficial ownership of less than 1%.
|
(1)
|
The directors of the combined company upon consummation of the Merger have not been determined. Such individuals will be
included in this table in a subsequent filing prior to the time this Registration Statement is declared effective under the Securities Act
|
Angion Biomedica Corp.
|
| |
Elicio Therapeutics Inc.
|
51 Charles Lindberg Boulevard
|
| |
451 D Street, 5th Floor, Suite 501
|
Uniondale, New York 115533
|
| |
Boston, MA 02210
|
(415) 655-4899
|
| |
(857) 209-0050
|
Attn: Investor Relations
|
| |
|
|
| |
Angion
Biomedica
Corp.
(Historical)
|
| |
Elicio
Therapeutics,
Inc. and
Subsidiary
(Historical)
|
| |
Financing
Related
Adjustments
|
| |
Notes
|
| |
Transaction
Accounting
Adjustments
|
| |
Notes
|
| |
Pro
Forma
Combined
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
ASSETS
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Current assets:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$55,143
|
| |
$1,840
|
| |
$11,320
|
| |
A
|
| |
$—
|
| |
|
| |
$68,303
|
Restricted cash
|
| |
—
|
| |
2,152
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
2,152
|
Prepaid expenses and other assets
|
| |
1,537
|
| |
2,448
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
3,985
|
Total current assets
|
| |
56,680
|
| |
6,440
|
| |
11,320
|
| |
|
| |
—
|
| |
|
| |
74,440
|
Property and equipment, net
|
| |
304
|
| |
1,152
|
| |
—
|
| |
|
| |
|
| |
|
| |
1,456
|
Right-of-use assets, net
|
| |
3,383
|
| |
7,543
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
10,926
|
Restricted cash, noncurrent
|
| |
—
|
| |
618
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
618
|
Investments in related parties
|
| |
874
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
874
|
Other long-term prepaid assets
|
| |
75
|
| |
2,834
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
2,909
|
TOTAL ASSETS
|
| |
$61,316
|
| |
$18,586
|
| |
$11,320
|
| |
|
| |
$—
|
| |
|
| |
$91,222
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
| |
|
| |
|
| |
|
| |
|
| |
|
||||||
Current liabilities:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Accounts payable
|
| |
$2,218
|
| |
$3,089
|
| |
$—
|
| |
|
| |
$—
|
| |
|
| |
$5,307
|
Accrued expenses
|
| |
4,908
|
| |
3,178
|
| |
(1,075)
|
| |
B
|
| |
2,000
|
| |
C
|
| |
16,233
|
|
| |
|
| |
|
| |
|
| |
|
| |
3,734
|
| |
D
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
3,488
|
| |
F
|
| ||
Convertible notes payable
|
| |
—
|
| |
14,441
|
| |
(14,441)
|
| |
B
|
| |
—
|
| |
|
| |
—
|
Embedded derivative liability
|
| |
—
|
| |
3,241
|
| |
(3,241)
|
| |
B
|
| |
—
|
| |
|
| |
—
|
Deferred research obligation
|
| |
—
|
| |
2,152
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
2,152
|
Operating lease liability, current
|
| |
968
|
| |
669
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
1,637
|
Financing obligation, current
|
| |
64
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
64
|
Warrant liability
|
| |
24
|
| |
—
|
| |
—
|
| | | |
—
|
| |
|
| |
24
|
|
Total current liabilities
|
| |
8,182
|
| |
26,770
|
| |
(18,757)
|
| |
|
| |
9,222
|
| |
|
| |
25,417
|
Operating lease liability, noncurrent
|
| |
2,738
|
| |
6,969
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
9,707
|
Unvested option exercise liability
|
| |
—
|
| |
95
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
95
|
Financing obligation, noncurrent
|
| |
186
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
186
|
Total liabilities
|
| |
11,106
|
| |
33,835
|
| |
(18,757)
|
| |
|
| |
9,222
|
| |
|
| |
35,406
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
COMMITMENTS AND CONTINGENCIES
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Convertible Preferred Stock:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Series C
|
| |
—
|
| |
10,009
|
| |
11,320
|
| |
A
|
| |
(40,735)
|
| |
G
|
| |
—
|
|
| |
|
| |
|
| |
19,407
|
| |
B
|
| |
—
|
| |
|
| |
|
Series B
|
| |
—
|
| |
62,944
|
| |
—
|
| |
|
| |
(62,944)
|
| |
G
|
| |
—
|
Series A
|
| |
—
|
| |
7,495
|
| |
—
|
| |
|
| |
(7,495)
|
| |
G
|
| |
—
|
|
| |
—
|
| |
80,448
|
| |
30,727
|
| |
|
| |
(111,175)
|
| |
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stockholders’ equity:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Common stock
|
| |
301
|
| |
176
|
| |
—
|
| |
|
| |
2,761
|
| |
G
|
| |
352
|
|
| |
|
| |
|
| |
|
| |
|
| |
(301)
|
| |
I
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(2,586)
|
| |
H
|
| |
|
Additional paid-in capital
|
| |
297,109
|
| |
4,485
|
| |
|
| |
|
| |
(146,809)
|
| |
J
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
2,586
|
| |
H
|
| |
157,371
|
Accumulated other comprehensive income
|
| |
302
|
| |
—
|
| |
|
| |
|
| |
(302)
|
| |
I
|
| |
|
Accumulated deficit
|
| |
(247,502)
|
| |
(100,358)
|
| |
(650)
|
| |
B
|
| |
246,603
|
| |
K
|
| |
(101,907)
|
Total stockholders's equity (deficit)
|
| |
50,210
|
| |
(95,697)
|
| |
(650)
|
| |
|
| |
101,953
|
| |
|
| |
55,816
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
| |
$61,316
|
| |
$18,586
|
| |
$11,320
|
| |
|
| |
$—
|
| |
|
| |
$91,222
|
|
| |
Angion
Biomedica
Corp.
(Historical)
|
| |
Elicio
Therapeutics,
Inc. and
Subsidiary
(Historical)
|
| |
Transaction
Accounting
Adjustments
|
| |
Notes
|
| |
Other
Transaction
Accounting
Adjustments
|
| |
Notes
|
| |
Pro
Forma
Combined
|
Revenue:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Contract revenue
|
| |
$2,301
|
| |
$—
|
| |
$—
|
| |
|
| |
$—
|
| |
|
| |
$2,301
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Operating expenses:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Research and development
|
| |
17,940
|
| |
13,813
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
31,753
|
General and administrative
|
| |
10,892
|
| |
3,959
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
14,851
|
Restructuring expenses
|
| |
6,039
|
| |
—
|
| |
—
|
| |
|
| | | |
|
| |
6,039
|
|
Total operating expenses
|
| |
34,871
|
| |
17,772
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
52,643
|
Loss from operations
|
| |
(32,570)
|
| |
(17,772)
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
(50,342)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other income (expense):
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Change in the fair value of embedded derivative
|
| |
—
|
| |
(286)
|
| |
—
|
| |
|
| |
286
|
| |
L
|
| |
—
|
Change in fair value of warrant liability
|
| |
90
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
90
|
Interest income
|
| |
403
|
| |
10
|
| |
|
| |
|
| |
—
|
| |
|
| |
413
|
Interest expense
|
| |
—
|
| |
(3,509)
|
| |
—
|
| |
|
| |
3,509
|
| |
M
|
| |
—
|
Foreign exchange transaction loss
|
| |
(441)
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
(441)
|
Earnings in equity method investment
|
| |
151
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
151
|
Total other income (expense), net
|
| |
203
|
| |
(3,785)
|
| | | | | |
3,795
|
| | | |
213
|
|||
Net loss
|
| |
(32,367)
|
| |
(21,557)
|
| |
—
|
| |
|
| |
3,795
|
| |
|
| |
(50,129)
|
Other comprehensive loss:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Foreign currency translation adjustment
|
| |
405
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
405
|
Comprehensive loss
|
| |
$(31,962)
|
| |
$(21,557)
|
| |
$—
|
| |
|
| |
$3,795
|
| |
|
| |
$(49,724)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net loss per share, basic and diluted
|
| |
$(1.08)
|
| |
$(1.24)
|
| |
N/A
|
| |
|
| |
N/A
|
| |
|
| |
$(1.44)
|
Weighted-average shares of common stock
outstanding, basic and diluted
|
| |
30,016,079
|
| |
17,382,260
|
| |
N/A
|
| |
|
| |
(12,568,452)
|
| |
O
|
| |
34,829,887
|
|
| |
Angion
Biomedica
Corp.
(Historical)
|
| |
Elicio
Therapeutics,
Inc. and
Subsidiary
(Historical)
|
| |
Financing
Related
Adjustments
|
| |
Transaction
Accounting
Adjustments
|
| |
Notes
|
| |
Other
Transaction
Accounting
Adjusstments
|
| |
Notes
|
| |
Pro
Forma
Combined
|
Revenue
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Contract revenue
|
| |
$27,506
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
|
| |
$—
|
| |
|
| |
$27,506
|
Grant revenue
|
| |
806
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
806
|
Total revenue
|
| |
28,312
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
28,312
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Operating expenses:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cost of grant revenue
|
| |
433
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
433
|
Research and development
|
| |
48,698
|
| |
17,932
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
66,630
|
General and administrative
|
| |
18,488
|
| |
7,543
|
| |
—
|
| |
3,734
|
| |
D
|
| |
116
|
| |
N
|
| |
34,152
|
|
| |
|
| |
|
| |
|
| |
783
|
| |
E
|
| |
|
| |
|
| |
|
|
| | | | | | | |
3,488
|
| |
F
|
| |
—
|
| |
|
| | ||||
Total operating expenses
|
| |
67,619
|
| |
25,475
|
| |
—
|
| |
8,005
|
| |
|
| |
116
|
| |
|
| |
101,215
|
Loss from operations
|
| |
(39,307)
|
| |
(25,475)
|
| |
—
|
| |
(8,005)
|
| |
|
| |
(116)
|
| |
|
| |
(72,903)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other income (expense):
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Change in the fair value of embedded derivative
|
| |
—
|
| |
(53)
|
| |
(650)
|
| |
—
|
| |
|
| |
703
|
| |
L
|
| |
—
|
Change in fair value of warrant liability
|
| |
(2,919)
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
(2,919)
|
Change in fair value of convertible notes
|
| |
(7,469)
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
(7,469)
|
Change in the fair value of Series C convertible
preferred stock
|
| |
(3,592)
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
(3,592)
|
Foreign exchange transaction gain (loss)
|
| |
(245)
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
(245)
|
Gain (loss) upon debt extinguishment
|
| |
905
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
905
|
Losses in equity method investment
|
| |
(99)
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
(99)
|
Interest income
|
| |
—
|
| |
3
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
3
|
Interest expense
|
| |
(1,847)
|
| |
(876)
|
| |
—
|
| |
—
|
| | | |
876
|
| |
M
|
| |
(1,847)
|
|
Total other income (expense), net
|
| |
(15,266)
|
| |
(926)
|
| |
(650)
|
| |
—
|
| |
|
| |
1,579
|
| |
|
| |
(15,263)
|
Net loss
|
| |
(54,573)
|
| |
(26,401)
|
| |
(650)
|
| |
(8,005)
|
| |
|
| |
1,463
|
| |
|
| |
(88,165)
|
Other comprehensive loss:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Foreign currency translation adjustment
|
| |
230
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
| |
230
|
Comprehensive loss
|
| |
$(54,343)
|
| |
$(26,401)
|
| |
$(650)
|
| |
$(8,005)
|
| |
|
| |
$1,463
|
| |
|
| |
$(87,935)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net loss per share, basic and diluted
|
| |
$(1.93)
|
| |
$(1.73)
|
| |
N/A
|
| |
N/A
|
| |
|
| |
N/A
|
| |
|
| |
$(2.67)
|
Weighted-average shares of common stock outstanding,
basic and diluted
|
| |
28,244,825
|
| |
15,280,340
|
| |
N/A
|
| |
N/A
|
| |
|
| |
(10,501,003)
|
| |
O
|
| |
33,024,162
|
|
| |
Amount
|
Estimated number of shares of the combined company to be
owned by Angion's stockholders(i)
|
| |
30,113,946
|
Multiplied by the estimate fair value of Angion's common stock(ii)
|
| |
0.7001
|
Total (in thousands)
|
| |
$21,083
|
Estimated fair value of assumed Angion equity awards based
on pre-combination service (in thousands)(iii)
|
| |
$1,728
|
Total estimated purchase price consideration (in thousands)
|
| |
$22,811
|
(i)
|
Reflects the number of shares of common stock of the combined company that Angion equity holders are expected to own as of the
Effective Time pursuant to the Merger Agreement. This amount is calculated, for purposes of this unaudited pro forma condensed combined financial information, based on shares of Angion common stock outstanding at September 30, 2022, and
contemplation of equity instruments that are in-the-money and expected to be net exercised using the treasury stock method.
|
(ii)
|
Reflects the price per share of Angion common stock, which is the closing bid price of Angion common stock as reported by
Nasdaq on February 8, 2023.
|
(iii)
|
Reflects the estimated acquisition-date fair value of the assumed Angion equity awards attributable to pre-merger service
expected to be outstanding as of the Effective Time.
|
Shares of Elicio Common Stock outstanding at September 30, 2022
|
| |
17,635,695
|
Shares of Elicio Series A, B and C-1 Preferred Shares
outstanding at September 30, 2022 on an
as-converted basis
|
| |
122,976,316
|
Shares of Elicio Series C-1 Preferred Shares issued
subsequent to September 30, 2022 on an as-converted basis
|
| |
33,521,331
|
Common Shares of Elicio on an as-converted basis resulting
from the extinguishment of the convertible promissory notes into Series C-2 Preferred Shares
|
| |
75,700,879
|
Common Shares of Elicio on an as-converted basis from the Series C-1 issuance
|
| |
43,944,097
|
|
| |
293,778,318
|
Exchange Ratio
|
| |
0.01640
|
Estimated shares of Angion common stock expected to be issued to Elicio upon
closing
|
| |
4,817,964
|
A.
|
To reflect the issuance of 43,944,097 Series-C-1 Preferred Shares with a par value of $0.001, at a per share price of
$0.2576, by Elicio subsequent to September 30, 2022, resulting in $11.3 million of gross proceeds, and an increase in Series C Preferred Shares.
|
B.
|
To reflect the redemption of Elicio’s convertible notes via conversion into 75,700,879 shares of Series C-2 Preferred Shares
with a par value of $0.001 subsequent to September 30, 2022, resulting in the elimination of the convertible notes payable of $14.5 million, elimination of the embedded derivative liability of $3.2 million, a reduction of accrued
interest of $1.1 million which is recorded in accrued expenses, an increase in the Series C-2 Preferred Shares of $19.5 million, and the recognition of a change in the fair value, which represents the period from September 30, 2022
until the date of actual redemption, of embedded derivative immediately upon extinguishment of the convertible notes of $650 thousand.
|
C.
|
To reflect preliminary estimated transaction costs of $2.0 million, not yet reflected in the historical financial statements,
that are expected to be incurred by Elicio in connection with the Merger, such as legal fees, accounting expenses and consulting fees, as an increase in accrued expenses and a reduction to additional paid-in capital in the unaudited pro
forma condensed combined balance sheet. As the Merger will be accounted for as a reverse recapitalization equivalent to the issuance of equity for the net assets, primarily cash, of Angion, these direct and incremental costs are treated
as a reduction of the net proceeds received within additional paid-in capital.
|
D.
|
To reflect preliminary estimated transaction costs of $3.7 million, not yet reflected in the historical financial statements,
which are expected to be incurred by Angion in connection with the Merger, such as adviser and legal fees, as an increase in accrued expenses and accumulated deficit in the unaudited pro forma condensed combined balance sheet.
|
E.
|
To reflect (1) $1.7 million of consideration transferred related to the pre-merger service of replacement awards, in Note I,
and (2) the one-time post-merger stock-based compensation expense of $783 thousand, in Note J, as an increase in additional paid-in capital and accumulated deficit, and the unaudited pro forma condensed combined statement of operations
for the year ended December 31, 2021, reflected as general and administrative expense, related to the modification of certain awards extending the exercise period from 3 months to 4 years.
|
F.
|
To reflect the one-time severance expense of $3.5 million in General and Administrative expenses and accrued expenses to be
paid in connection with the closing of the Merger in accordance with Angion’s retention bonus plan.
|
G.
|
Reclassification of $108.5 million to Additional Paid-in Capital “APIC”, representing $111.3 million of preferred stock, and
$2.8 million of par value to common stock, reflecting the conversion of 240,132,083 shares of Elicio Series A, B, C-1, and C-2 Preferred Stock into 276,142,623 shares of Elicio common stock prior to the Merger to be exchanged for
4,528,739 shares of Angion common stock at an assumed exchange ratio of 0.0164. The par value of Elicio and Angion common stock is $0.01 while the par value of Elicio preferred stock is $0.001, which has been reflected as an increase to
the par value of common stock.
|
H.
|
Reclassification of $2.6 million from common stock to APIC related to Elicio’s common shares outstanding as of September 30,
2022, that convert into Angion common stock at an assumed exchange ratio of 0.0164.
|
I.
|
To reflect the elimination of Angion’s historical net equity, which represents the net assets acquired in the reverse
recapitalization:
|
|
| |
Amount
(in Thousands)
|
Pre-merger stock-based compensation expense (Note E)
|
| |
$(1,728)
|
Historical Angion additional paid-in capital
|
| |
(297,109)
|
Total pre-merger Angion additional paid-in capital
|
| |
(298,837)
|
Pre-merger Angion accumulated deficit:
|
| |
|
Historical Angion accumulated deficit
|
| |
247,502
|
Angion transaction costs (Note D)
|
| |
3,734
|
Severance expenses related to Angion's retention bonus plan (Note F)
|
| |
3,488
|
Total pre-merger Angion's accumulated deficit
|
| |
254,724
|
Angion common stock
|
| |
(301)
|
Angion accumulated other comprehensive income
|
| |
(302)
|
Total adjustment to historical equity (net assets of Angion)
|
| |
$(44,716)
|
J.
|
The pro forma adjustments recorded in additional paid-in capital as noted include:
|
|
| |
Amount
(in Thousands)
|
Elimination of pre-merger Angion additional paid-in capital (Note I)
|
| |
$(298,837)
|
Record purchase of Angion historical net assets (Note I)
|
| |
44,716
|
Expected transaction costs of Elicio (Note C)
|
| |
(2,000)
|
Conversion of historical Elicio preferred stock issued at
September 30, 2022, and the preferred stock issued upon redemption of the convertible notes (Note B), and the Series C Issuance (Note A) and the conversion into Angion Common Stock (Note G)
|
| |
108,413
|
Recognition of Angion’s accelerated post-merger stock compensation (Note E)
|
| |
783
|
Recognition of Elicio's accelerated RSU's (Note N)
|
| |
116
|
Total adjustments to additional paid-in capital
|
| |
$(146,809)
|
K.
|
The pro forma adjustments recorded to accumulated deficit as noted include:
|
|
| |
Amount
(in Thousands)
|
Elimination of historical Angion accumulated deficit (Note I)
|
| |
$247,502
|
Recognition of Angion's accelerated post-merger stock compensation (Note E)
|
| |
$(783)
|
Acceleration of RSU's by Elicio (Note N)
|
| |
$(116)
|
Total adjustment to accumulated deficit
|
| |
$246,603
|
L.
|
Elimination of $286 thousand and $703 thousand recorded in change in the fair value of embedded derivative for the
nine-months ended September 30, 2022, and twelve-months ended December 31, 2021 respectively, as these instruments were recorded at fair value, and subsequently adjusted to their current fair value at each reporting period with changes
reflected in earnings and were related to Elicio’s promissory convertible notes that were redeemed subsequent to September 30, 2022, all of which are related to the convertible promissory note as described in Note B.
|
M.
|
Elimination of $3,509 million and $876 thousand of interest expense for the nine-months ended September 30, 2022, and twelve
months ended December 31, 2021 respectively, all of which are related to the convertible promissory note described in Note B.
|
N.
|
To reflect the one-time stock compensation expense of $116 thousand in general and administrative expense related to the
acceleration of restricted stock units pursuant to a preexisting Elicio employment agreement for one of its executives which provides for such acceleration upon a change in control provision, which will be triggered by the Merger.
|
O.
|
The pro forma basic and diluted earnings per share have been adjusted to reflect the pro forma net loss for the year ended
December 31, 2021 and the nine months ended September 30, 2022. In addition, the number of shares used in calculating the pro forma combined basic and diluted net loss per share has been adjusted to reflect the estimated total number of
shares of common stock of the combined company for the respective periods. For the year ended December 31, 2021 and the nine months ended September 30, 2022, the pro forma weighted average shares outstanding has been calculated as
follows:
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
Elicio weighted-average shares of common stock outstanding
|
| |
17,382,260
|
| |
15,280,340
|
Impact of Elicio Series A, B, and C-1 preferred stock
assuming conversion as of January 1, 2021 on an as converted basis
|
| |
122,976,316
|
| |
122,976,316
|
Impact of conversion of Elicio's Series C-1 issuance as of January 1, 2021
|
| |
33,521,331
|
| |
33,521,331
|
Impact of redemption and conversion of Elicio's
convertible promissory notes into Series C preferred stock on an as converted basis as of January 1, 2021
|
| |
75,700,879
|
| |
75,700,879
|
Impact of conversion of Elicio's Series C-1 issuance as of January 1, 2021
|
| |
43,944,097
|
| |
43,944,097
|
Total
|
| |
293,524,883
|
| |
291,422,963
|
Application of the exchange ratio to historical Elicio
weighted-average shares outstanding
|
| |
0.0164
|
| |
0.0164
|
Adjusted Elicio weighted-average shares outstanding
|
| |
4,813,808
|
| |
4,779,337
|
Historical Angion weighted-average shares of common stock outstanding
|
| |
30,016,079
|
| |
28,244,825
|
Total pro forma weighted-average shares outstanding
|
| |
34,829,887
|
| |
33,024,162
|
|
| |
Page
|
Financial Statements for the Years Ended December 31, 2021
and 2020
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
|
| |
|
Financial Statements for the Three and Nine Months Ended
September 30, 2022 and 2021
|
| |
|
| | ||
| | ||
| | ||
| | ||
| |
|
| |
Page
|
Financial Statements for the Years Ended December 31, 2021
and 2020
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
|
| |
|
Financial Statements for the Nine Months Ended September 30,
2022 and 2021
|
| |
|
| | ||
| | ||
| | ||
| | ||
| |
|
| |
December 31,
|
|||
|
| |
2021
|
| |
2020
|
ASSETS
|
| |
|
| |
|
Current assets
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$
|
| |
$
|
Grants receivable
|
| |
|
| |
|
Prepaid expenses and other current assets
|
| |
|
| |
|
Total current assets
|
| |
|
| |
|
Property and equipment, net
|
| |
|
| |
|
Right of use assets
|
| |
|
| |
|
Investments in related parties
|
| |
|
| |
|
Other assets
|
| |
|
| |
|
Total assets
|
| |
$
|
| |
$
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
| |
|
| |
|
Current liabilities
|
| |
|
| |
|
Accounts payable
|
| |
$
|
| |
$
|
Accrued expenses
|
| |
|
| |
|
Lease liability-current
|
| |
|
| |
|
Financing obligation-current
|
| |
|
| |
|
Deferred revenue-current
|
| |
|
| |
|
Warrant liability
|
| |
|
| |
|
Convertible promissory notes payable at fair value
|
| |
|
| |
|
Series C convertible preferred stock at amortized cost
|
| |
|
| |
|
Series C convertible preferred stock at fair value
|
| |
|
| |
|
Other short-term debt
|
| |
|
| |
|
Total current liabilities
|
| |
|
| |
|
Lease liability-noncurrent
|
| |
|
| |
|
Financing obligation-noncurrent
|
| |
|
| |
|
Deferred revenue-noncurrent
|
| |
|
| |
|
Other long-term debt
|
| |
|
| |
|
Total liabilities
|
| |
|
| |
|
Commitments and contingencies-Note 11
|
| | | | ||
Stockholders’ equity (deficit)
|
| |
|
| |
|
Common stock, $
|
| |
|
| |
|
Treasury stock,
|
| |
|
| |
(
|
Additional paid-in capital
|
| |
|
| |
|
Accumulated other comprehensive loss
|
| |
(
|
| |
(
|
Accumulated deficit
|
| |
(
|
| |
(
|
Total stockholders’ equity (deficit)
|
| |
|
| |
(
|
Total liabilities and stockholders’ equity (deficit)
|
| |
$
|
| |
$
|
|
| |
Year Ended December 31,
|
|||
|
| |
2021
|
| |
2020
|
Revenue:
|
| |
|
| |
|
Contract revenue
|
| |
$
|
| |
$
|
Grant revenue
|
| |
|
| |
|
Total revenue
|
| |
|
| |
|
Operating expenses:
|
| |
|
| |
|
Cost of grant revenue
|
| |
|
| |
|
Research and development
|
| |
|
| |
|
General and administrative
|
| |
|
| |
|
Total operating expenses
|
| |
|
| |
|
Loss from operations
|
| |
(
|
| |
(
|
Other income (expense)
|
| |
|
| |
|
Change in fair value of warrant liability
|
| |
(
|
| |
(
|
Change in fair value of convertible notes
|
| |
(
|
| |
(
|
Change in fair value of Series C convertible preferred stock
|
| |
(
|
| |
(
|
Foreign exchange transaction gain (loss)
|
| |
(
|
| |
|
Loss on disposal of fixed assets
|
| |
|
| |
(
|
Gain upon debt extinguishment
|
| |
|
| |
|
Losses in equity method investment
|
| |
(
|
| |
(
|
Interest income (expense), net
|
| |
(
|
| |
(
|
Total other income (expense)
|
| |
(
|
| |
(
|
Net loss
|
| |
(
|
| |
(
|
Other comprehensive loss:
|
| |
|
| |
|
Foreign currency translation adjustment
|
| |
|
| |
(
|
Comprehensive loss
|
| |
$(
|
| |
$(
|
Net loss per common share, basic and diluted
|
| |
$(
|
| |
$(
|
Weighted average common shares outstanding, basic and diluted
|
| |
|
| |
|
|
| |
Common Stock
|
| |
Treasury Stock
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Other
Comprehensive
loss
|
| |
Accumulated
Deficit
|
| |
Total
Stockholders’
Equity
(Deficit)
|
||||||
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |||||||||||
Balance as of December 31, 2019
|
| |
|
| |
$
|
| |
(
|
| |
$(
|
| |
$
|
| |
$
|
| |
$(
|
| |
$(
|
Issuance of broker warrants
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Exercise of broker warrants
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
—
|
| |
|
Exercise of warrants
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Exercise of stock options
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Restricted stock units releases
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
Return of common stock to pay withholding taxes on
restricted stock
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Foreign currency translation adjustment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
(
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
Balance as of December 31, 2020
|
| |
|
| |
$
|
| |
(
|
| |
$(
|
| |
$
|
| |
$(
|
| |
$(
|
| |
$(
|
|
| |
Common Stock
|
| |
Treasury Stock
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Other
Comprehensive
loss
|
| |
Accumulated
Deficit
|
| |
Total
Stockholders’
Equity
(Deficit)
|
||||||
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |||||||||||
Balance as of December 31, 2020
|
| |
|
| |
$
|
| |
(
|
| |
$(
|
| |
$
|
| |
$(
|
| |
$(
|
| |
$(
|
Issuance of common stock upon initial public offering,
net of issuance costs, discount, and commissions of $
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Issuance of common stock upon Concurrent Private
Placement, net of issuance costs of $
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Conversion of convertible preferred stock into common
stock upon IPO
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Conversion of convertible notes into common stock upon
initial public offering
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Conversion of convertible notes prior to IPO
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Net exercise of warrants upon initial public offering
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Fractional shares paid out related to the forward stock
split
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
—
|
| |
(
|
Exercise of broker warrants
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Exercise of warrants
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Exercise of stock options
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Restricted stock units releases
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Return of common stock to pay withholding taxes on
restricted stock
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
| |
(
|
| |
—
|
| |
—
|
| |
(
|
Retirement of treasury stock
|
| |
(
|
| |
(
|
| |
|
| |
|
| |
(
|
| |
—
|
| |
—
|
| |
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Foreign currency translation adjustment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
Balance as of December 31, 2021
|
| |
|
| |
$
|
| |
|
| |
$
|
| |
$
|
| |
$(
|
| |
$(
|
| |
$
|
|
| |
Year Ended December 31,
|
|||
|
| |
2021
|
| |
2020
|
Cash flows from operating activities
|
| |
|
| |
|
Net loss
|
| |
$(
|
| |
$(
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| |
|
| |
|
Depreciation
|
| |
|
| |
|
Amortization of right of use assets
|
| |
|
| |
|
Amortization of debt issuance costs
|
| |
|
| |
|
Non-cash placement agent fee
|
| |
|
| |
|
PPP Loan forgiveness
|
| |
(
|
| |
|
Stock-based compensation
|
| |
|
| |
|
Change in fair value of convertible notes
|
| |
|
| |
|
Change in fair value of Series C convertible preferred stock
|
| |
|
| |
|
Change in fair value of warrant liability
|
| |
|
| |
|
Impairment of leased assets
|
| |
|
| |
|
Losses from equity investment
|
| |
|
| |
|
Distribution from equity investment
|
| |
|
| |
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
Grants receivable
|
| |
(
|
| |
|
Prepaid expenses and other current assets
|
| |
|
| |
(
|
Other assets
|
| |
(
|
| |
|
Accounts payable
|
| |
(
|
| |
(
|
Accrued expenses
|
| |
|
| |
|
Lease liabilities
|
| |
(
|
| |
(
|
Deferred revenue
|
| |
(
|
| |
|
Net cash used in operating activities
|
| |
(
|
| |
(
|
Cash flows from investing activities
|
| |
|
| |
|
Purchase of fixed assets
|
| |
(
|
| |
(
|
Net cash used in investing activities
|
| |
(
|
| |
(
|
Cash flows from financing activities
|
| |
|
| |
|
Net proceeds from issuance of common stock upon IPO and
Concurrent Private Placement, net of discount, commissions and offering costs
|
| |
|
| |
(
|
Proceeds from issuance of convertible notes and warrants
|
| |
|
| |
|
Proceeds from issuance of Series C convertible preferred
stock, net of issuance costs
|
| |
|
| |
|
Proceeds from loan from PPP
|
| |
|
| |
|
Proceeds from financing obligation
|
| |
|
| |
|
Proceeds from RSU settlement
|
| |
|
| |
|
Payment of financing obligation
|
| |
(
|
| |
|
Fractional share payments related to the forward stock split
|
| |
(
|
| |
|
Taxes paid related to net share settlement upon vesting of restricted stock
awards
|
| |
(
|
| |
(
|
Exercise of broker warrants
|
| |
|
| |
|
Exercise of warrants
|
| |
|
| |
|
Exercise of stock options
|
| |
|
| |
|
Net cash provided by financing activities
|
| |
|
| |
|
Effect of foreign currency on cash
|
| |
|
| |
(
|
Net increase in cash and cash equivalents
|
| |
|
| |
|
|
| |
Year Ended December 31,
|
|||
|
| |
2021
|
| |
2020
|
Cash and cash equivalents at the beginning of the period
|
| |
|
| |
|
Cash and cash equivalents at the end of the period
|
| |
$
|
| |
$
|
Supplemental disclosure of cash flow information:
|
| |
|
| |
|
Cash paid for interest
|
| |
$
|
| |
$
|
Supplemental disclosure of noncash investing and financing
activities:
|
| |
|
| |
|
Retirement of treasury stock
|
| |
$
|
| |
$
|
Conversion of convertible notes into common stock prior to IPO
|
| |
$
|
| |
$
|
Conversion of convertible notes to common stock
|
| |
$
|
| |
$
|
Conversion of Series C preferred stock to common stock upon IPO
|
| |
$
|
| |
$
|
Net exercise of warrants upon IPO
|
| |
$
|
| |
$
|
Issuance of broker warrants with Series C convertible preferred stock
|
| |
$
|
| |
$
|
Conversion of convertible notes to Series C convertible preferred stock
|
| |
$
|
| |
$
|
Accrued interest premium for Series C convertible preferred stock
|
| |
$
|
| |
$
|
Right of use assets exchanged for operating lease liabilities
|
| |
$
|
| |
$
|
Convertible notes issued in receivable
|
| |
$
|
| |
$
|
Deferred offering costs in accrued expenses or accounts payable
|
| |
$
|
| |
$
|
Fixed assets purchased in accrued expenses or accounts payable
|
| |
$
|
| |
$
|
Asset Classification
|
| |
Estimated Useful Life
|
Equipment
|
| |
|
Furniture and fixtures
|
| |
|
Leasehold improvements
|
| |
Shorter of useful life or lease term
|
Level 1:
|
Observable inputs such as quoted prices in active markets.
|
Level 2:
|
Inputs are observable for the asset or liability either directly or through corroboration with observable market data.
|
Level 3:
|
Unobservable inputs.
|
(1)
|
Identify the contract(s) with a customer;
|
(2)
|
Identify the performance obligations in the contract;
|
(3)
|
Determine the transaction price;
|
(4)
|
Allocate the transaction price to the performance obligations in the contract; and
|
(5)
|
Recognize revenue when (or as) Angion satisfies a performance obligation.
|
|
| |
Fair Value Measured at December 31, 2021
|
|||||||||
|
| |
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1)
|
| |
Significant
Other
Observable
Inputs
(Level 2)
|
| |
Significant
Unobservable
Inputs
(Level 3)
|
| |
Total
|
Assets included in:
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents-Money market securities(1)
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Total fair value
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Liabilities included in:
|
| |
|
| |
|
| |
|
| |
|
Warrants
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Total fair value
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
Fair Value Measured at December 31, 2020
|
|||||||||
|
| |
Quoted
Prices in
Active
Markets for
Identical
Assets (Level 1)
|
| |
Significant
Other
Observable
Inputs
(Level 2)
|
| |
Significant
Unobservable
Inputs
(Level 3)
|
| |
Total
|
Assets included in:
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents-Money market securities(1)
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Total fair value
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Liabilities included in:
|
| |
|
| |
|
| |
|
| |
|
Convertible notes
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Warrants
|
| |
|
| |
|
| |
|
| |
|
Series C convertible preferred stock
|
| |
|
| |
|
| |
|
| |
|
Total fair value
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
(1)
|
Included in cash and cash equivalents on the consolidated balance sheets. This balance includes cash requirements settled on a
nightly basis.
|
|
| |
Warrant
Liability
|
| |
Convertible
Notes
|
| |
Series C
Convertible
Preferred
Stock at
Fair Value
|
| |
Total
|
Balance-December 31, 2020
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Conversion of convertible Series C convertible preferred
stock into common stock
|
| |
|
| |
|
| |
(
|
| |
(
|
Conversion of convertible notes into common stock
|
| |
|
| |
(
|
| |
|
| |
(
|
Net exercise of warrants
|
| |
(
|
| |
|
| |
|
| |
(
|
Change in fair value
|
| |
|
| |
|
| |
|
| |
|
Balance-December 31, 2021
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
December 31,
|
|||
|
| |
2021
|
| |
2020
|
Strike price
|
| |
$
|
| |
$
|
Contractual term (years)
|
| |
|
| |
|
Volatility (annual)
|
| |
|
| |
|
Risk-free rate
|
| |
|
| |
|
Dividend yield (per share)
|
| |
|
| |
|
|
| |
December 31,
|
|||
|
| |
2021
|
| |
2020
|
Equipment
|
| |
$
|
| |
$
|
Furniture and fixtures
|
| |
|
| |
|
Leasehold improvements
|
| |
|
| |
|
Total property and equipment
|
| |
|
| |
|
Less: accumulated depreciation
|
| |
(
|
| |
(
|
Property and equipment, net
|
| |
$
|
| |
$
|
|
| |
December 31,
|
|||
|
| |
2021
|
| |
2020
|
Deferred Offering costs
|
| |
$
|
| |
$
|
Prepaid clinical fees
|
| |
|
| |
|
Business insurance
|
| |
|
| |
|
Security deposit
|
| |
|
| |
|
Convertible note receivable
|
| |
|
| |
|
Angion Pty tax
|
| |
|
| |
|
Other
|
| |
|
| |
|
Total prepaid and other current assets
|
| |
$
|
| |
$
|
|
| |
December 31,
|
|||
|
| |
2021
|
| |
2020
|
Accrued compensation
|
| |
$
|
| |
$
|
Accrued direct research costs
|
| |
|
| |
|
Accrued operating expenses
|
| |
|
| |
|
Accrued interest
|
| |
|
| |
|
Total accrued expenses
|
| |
$
|
| |
$
|
|
| |
At
issuance
|
| |
December 31,
2020
|
Series C convertible preferred stock recorded at amortized
cost
|
| |
|
| |
|
Principal
|
| |
$
|
| |
$
|
Settlement premium
|
| |
|
| |
|
Unamortized discounts and fees
|
| |
(
|
| |
(
|
Net carrying amount
|
| |
$
|
| |
|
Series C convertible preferred stock recorded at fair value
|
| |
|
| |
|
Series C convertible preferred stock issued in exchange for convertible notes
|
| |
|
| |
|
Change in fair value of Series C convertible preferred
stock exchanged for convertible notes
|
| |
|
| |
|
Total Series C convertible preferred stock
|
| |
|
| |
$
|
|
| |
Year Ended December 31,
|
|||
|
| |
2021
|
| |
2020
|
Risk-free interest rate
|
| |
|
| |
|
Expected dividend yield
|
| |
|
| |
|
Expected term in years
|
| |
|
| |
|
Expected volatility
|
| |
|
| |
|
|
| |
Number of
Shares
|
| |
Weighted
Average
Exercise
Price
|
| |
Weighted
Average
Remaining
Contractual
Life
(in years)
|
| |
Total
Intrinsic
Value
(in thousands)
|
Outstanding as of December 31, 2020
|
| |
|
| |
$
|
| |
|
| |
$
|
Options granted
|
| |
|
| |
|
| |
|
| |
|
Options forfeited
|
| |
(
|
| |
|
| |
|
| |
|
Options exercised
|
| |
(
|
| |
|
| |
|
| |
|
Options expired
|
| |
(
|
| |
|
| |
|
| |
|
Outstanding as of December 31, 2021
|
| |
|
| |
$
|
| |
|
| |
$
|
Options vested and exercisable
|
| |
|
| |
$
|
| |
|
| |
$
|
|
| |
Shares of
Restricted
Stock
|
| |
Weighted
Average
Grant
Date Fair
Value
Per Share
|
| |
Restricted
Stock Units
|
| |
Weighted
Average
Grant
Date Fair
Value
Per Share
|
Outstanding at December 31, 2020
|
| |
|
| |
$
|
| |
|
| |
$
|
Vested
|
| |
(
|
| |
|
| |
(
|
| |
$
|
Forfeited
|
| | | |
|
| |
(
|
| |
$
|
|
Outstanding at December 31, 2021
|
| |
|
| |
|
| |
|
| |
$
|
Vested as of December 31, 2021
|
| |
|
| |
|
| |
|
| |
$
|
|
| |
Year Ended December 31,
|
|||
|
| |
2021
|
| |
2020
|
Research and development
|
| |
$
|
| |
$
|
General and administrative
|
| |
|
| |
|
Total
|
| |
$
|
| |
$
|
|
| |
Classification
|
| |
Exercise
Price
|
| |
Expiration
Date
|
| |
Warrants at
December 31,
|
|||
|
2021
|
| |
2020
|
|||||||||||
Warrants issued with 2015 Notes
|
| |
Liability
|
| |
$
|
| |
7/5/28
|
| |
|
| |
|
Warrants issued with 2016 Notes
|
| |
Liability
|
| |
$
|
| |
7/5/28
|
| |
|
| |
|
Warrants issued with 2017 Notes
|
| |
Liability
|
| |
$
|
| |
7/5/28
|
| |
|
| |
|
Warrants issued with 2018 Notes
|
| |
Liability
|
| |
$
|
| |
7/5/28
|
| |
|
| |
|
Warrants issued with Conversion of Notes to Common Stock
|
| |
Equity
|
| |
$
|
| |
8/31/28
|
| |
|
| |
|
Warrants issued with Units in the Equity Offering
|
| |
Equity
|
| |
$
|
| |
8/31/28
|
| |
|
| |
|
Broker Warrants issued with Equity Offering
|
| |
Equity
|
| |
$
|
| |
8/31/25
|
| |
|
| |
|
Broker Warrants issued with 2019 Notes
|
| |
Equity
|
| |
$
|
| |
1/30/20
|
| |
|
| |
|
Consultant Warrants
|
| |
Liability
|
| |
$
|
| |
8/31/28
|
| |
|
| |
|
Total Warrants
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Warrants
|
| |
Weighted
Average
Exercise
Price
|
| |
Weighted
Average
Remaining
Contractual
Life
(in years)
|
Balance-December 31, 2020
|
| |
|
| |
$
|
| |
|
Exercised(1)
|
| |
(
|
| |
|
| |
|
Expired
|
| |
(
|
| |
|
| |
|
Balance-December 31, 2021
|
| |
|
| |
$
|
| |
|
(1)
|
|
|
| |
For the Year Ended
December 31,
|
|||
|
| |
2021
|
| |
2020
|
Operating leases
|
| |
|
| |
|
Operating lease cost
|
| |
$
|
| |
$
|
Variable cost
|
| |
|
| |
|
Operating lease expense
|
| |
|
| |
|
Short-term lease rent expense
|
| |
|
| |
|
Total rent expense
|
| |
$
|
| |
$
|
|
| |
For the Year Ended
December 31,
|
|||
|
| |
2021
|
| |
2020
|
Operating cash flows from operating leases
|
| |
$
|
| |
$
|
Right-of-use assets exchanged for operating lease liabilities
|
| |
$
|
| |
$
|
Weighted-average remaining lease term-operating leases (in years)
|
| |
|
| |
|
Weighted-average discount rate-operating leases
|
| |
|
| |
|
Year Ended December 31,
|
| |
Amounts
|
2022
|
| |
$
|
2023
|
| |
|
2024
|
| |
|
2025
|
| |
|
2026
|
| |
|
Thereafter
|
| |
|
Total
|
| |
|
Less present value discount
|
| |
(
|
Operating lease liabilities
|
| |
$
|
|
| |
For the Year Ended
December 31, 2021
|
Cash flow information:
|
| |
|
Proceeds from sale and leaseback arrangement
|
| |
$
|
Payments of financing obligation
|
| |
|
Operating cash flows from financing obligation
|
| |
$
|
Financing cash flows from financing obligation
|
| |
$
|
Other information:
|
| |
|
Weighted-average remaining lease term (in years)
|
| |
|
Weighted-average discount rate (in percent)
|
| |
|
Carrying value of leased asset included in Property and Equipment, net
|
| |
$
|
Depreciation associated with the leased asset
|
| |
$
|
Year Ended December 31,
|
| |
Amounts
|
2022
|
| |
$
|
2023
|
| |
|
2024
|
| |
|
2025
|
| |
|
2026
|
| |
|
Thereafter
|
| |
|
Total
|
| |
|
Less present value discount
|
| |
(
|
Financing obligation
|
| |
$
|
|
| |
Year Ended December 31,
|
|||
|
| |
2021
|
| |
2020
|
United States
|
| |
$(
|
| |
$(
|
Foreign
|
| |
(
|
| |
(
|
Total
|
| |
$(
|
| |
$(
|
|
| |
December 31,
|
|||
|
| |
2021
|
| |
2020
|
Current:
|
| |
|
| |
|
Federal
|
| |
$
|
| |
$
|
United States
|
| |
|
| |
|
Foreign
|
| |
|
| |
|
Total Current
|
| |
$
|
| |
$
|
|
| |
|
| |
|
Deferred
|
| |
|
| |
|
Federal
|
| |
(
|
| |
(
|
State
|
| |
(
|
| |
(
|
Change in valuation allowance
|
| |
|
| |
|
Total Deferred
|
| |
|
| |
|
Total tax provision
|
| |
$
|
| |
$
|
|
| |
Year Ended December 31,
|
|||
|
| |
2021
|
| |
2020
|
Federal statutory income tax rate
|
| |
|
| |
|
State taxes, net of federal tax benefit
|
| |
|
| |
|
Stock compensation
|
| |
(
|
| |
(
|
Foreign rate differential
|
| |
(
|
| |
(
|
Interest
|
| |
(
|
| |
|
R&D and other tax credit changes
|
| |
|
| |
(
|
Permanent items
|
| |
(
|
| |
(
|
Nontaxable Income
|
| |
|
| |
|
Other
|
| |
|
| |
|
|
| |
Year Ended December 31,
|
|||
|
| |
2021
|
| |
2020
|
Change in valuation allowance
|
| |
(
|
| |
(
|
Effective income tax rate
|
| |
|
| |
|
|
| |
December 31,
|
|||
|
| |
2021
|
| |
2020
|
Deferred tax assets
|
| |
|
| |
|
Net operating loss carryforwards
|
| |
$
|
| |
$
|
R&D and other tax credit carryovers
|
| |
|
| |
|
Lease liability
|
| |
|
| |
|
Stock-based compensation
|
| |
|
| |
|
Accrued compensation and other expenses
|
| |
|
| |
|
Fixed assets
|
| |
|
| |
|
Total deferred tax assets
|
| |
|
| |
|
Deferred tax liabilities
|
| |
|
| |
|
Fixed assets
|
| |
(
|
| |
|
Right of use assets
|
| |
(
|
| |
(
|
Valuation allowance
|
| |
(
|
| |
(
|
Deferred tax assets, net of allowance
|
| |
$
|
| |
$
|
|
| |
December 31,
|
|||
|
| |
2021
|
| |
2020
|
Beginning Balance
|
| |
$
|
| |
$
|
Additions
|
| |
|
| |
|
Additions for current year
|
| |
|
| |
|
Additions for prior years
|
| |
|
| |
|
Ending Balance
|
| |
$
|
| |
$
|
|
| |
December 31,
|
|||
|
| |
2021
|
| |
2020
|
Unrecognized benefits that would affect the effective tax rate
|
| |
$
|
| |
$
|
Unrecognized benefits that would not affect the effective tax rate
|
| |
|
| |
|
Total unrecognized benefits
|
| |
$
|
| |
$
|
|
| |
Year Ended December 31,
|
|||
|
| |
2021
|
| |
2020
|
Numerator
|
| |
|
| |
|
Net loss attributable to common stockholders
|
| |
$(
|
| |
$(
|
Denominator:
|
| |
|
| |
|
Weighted-average shares used in computing net loss per
share attributable to common stockholders, basic and diluted
|
| |
|
| |
|
Net loss per share attributable to common stockholders, basic and diluted
|
| |
$(
|
| |
$(
|
|
| |
December 31,
|
|||
|
| |
2021
|
| |
2020
|
Shares issuable upon exercise of stock options
|
| |
|
| |
|
Shares issuable upon the exercise of warrants
|
| |
|
| |
|
Shares issuable upon conversion of the convertible notes(1)
|
| |
|
| |
|
Shares issuable upon conversion of the Series C preferred stock(1)
|
| |
|
| |
|
Non-vested shares under restricted stock unit grants
|
| |
|
| |
|
Non-vested shares under restricted stock grants
|
| |
|
| |
|
Total
|
| |
|
| |
|
(1)
|
The number of shares issuable upon conversion of the 2019 Notes, 2020 Notes and Series C preferred stock has been estimated
using Angion’s common stock fair value at December 31, 2020, discounted by
|
|
| |
Year Ended December 31,
|
|||
|
| |
2021
|
| |
2020
|
Beginning balance
|
| |
$
|
| |
$
|
Losses of equity method investment
|
| |
(
|
| |
(
|
Distribution from NovaPark
|
| |
(
|
| |
(
|
Ending balance
|
| |
$
|
| |
$
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
Assets
|
| |
|
| |
|
Current assets
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$
|
| |
$
|
Grants receivable
|
| |
|
| |
|
Prepaid expenses and other current assets
|
| |
|
| |
|
Total current assets
|
| |
|
| |
|
Property and equipment, net
|
| |
|
| |
|
Operating lease right-of-use assets
|
| |
|
| |
|
Investments in related parties
|
| |
|
| |
|
Other assets
|
| |
|
| |
|
Total assets
|
| |
$
|
| |
$
|
Liabilities and stockholders’ equity
|
| |
|
| |
|
Current liabilities
|
| |
|
| |
|
Accounts payable
|
| |
$
|
| |
$
|
Accrued expenses
|
| |
|
| |
|
Operating lease liabilities, current
|
| |
|
| |
|
Financing obligation, current
|
| |
|
| |
|
Deferred revenue, current
|
| |
|
| |
|
Warrant liability
|
| |
|
| |
|
Total current liabilities
|
| |
|
| |
|
Operating lease liabilities, noncurrent
|
| |
|
| |
|
Financing obligation, noncurrent
|
| |
|
| |
|
Total liabilities
|
| |
|
| |
|
Commitments and contingencies (Note 9)
|
| |
|
| |
|
Stockholders’ equity
|
| |
|
| |
|
Common stock, $
|
| |
|
| |
|
Additional paid-in capital
|
| |
|
| |
|
Accumulated other comprehensive income (loss)
|
| |
|
| |
(
|
Accumulated deficit
|
| |
(
|
| |
(
|
Total stockholders’ equity
|
| |
|
| |
|
Total liabilities and stockholders’ equity
|
| |
$
|
| |
$
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
Revenue:
|
| |
|
| |
|
| |
|
| |
|
Contract revenue
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Total revenue
|
| |
|
| |
|
| |
|
| |
|
Operating expenses:
|
| |
|
| |
|
| |
|
| |
|
Research and development
|
| |
|
| |
|
| |
|
| |
|
General and administrative
|
| |
|
| |
|
| |
|
| |
|
Restructuring expenses
|
| |
|
| |
|
| |
|
| |
|
Total operating expenses
|
| |
|
| |
|
| |
|
| |
|
Loss from operations
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
Other income (expense)
|
| |
|
| |
|
| |
|
| |
|
Change in fair value of warrant liability
|
| |
|
| |
|
| |
|
| |
(
|
Change in fair value of convertible notes
|
| |
|
| |
|
| |
|
| |
(
|
Change in fair value of Series C convertible preferred
stock
|
| |
|
| |
|
| |
|
| |
(
|
Gain upon debt extinguishment
|
| |
|
| |
|
| |
|
| |
|
Foreign exchange transaction loss
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
Earnings from equity method investment
|
| |
|
| |
|
| |
|
| |
|
Interest income (expense), net
|
| |
|
| |
|
| |
|
| |
(
|
Total other income (expense)
|
| |
|
| |
|
| |
|
| |
(
|
Net loss
|
| |
(
|
| |
(
|
| |
(
|
| |
(
|
Other comprehensive income:
|
| |
|
| |
|
| |
|
| |
|
Foreign currency translation adjustment
|
| |
|
| |
|
| |
|
| |
|
Comprehensive loss
|
| |
$(
|
| |
$(
|
| |
$(
|
| |
$(
|
Net loss per common share, basic and diluted
|
| |
$(
|
| |
$(
|
| |
$(
|
| |
$(
|
Weighted average common shares outstanding, basic and
diluted
|
| |
|
| |
|
| |
|
| |
|
|
| |
Common Stock
|
| |
Treasury Stock
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Other
Comprehensive
Income (Loss)
|
| |
Accumulated
Deficit
|
| |
Total
Stockholders’
Equity
|
||||||
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |||||||||||
Balance as of December 31, 2021
|
| |
|
| |
$
|
| |
|
| |
$
|
| |
$
|
| |
$(
|
| |
$(
|
| |
$
|
Issuance of common stock upon net settlement of
restricted stock units and performance stock units
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Foreign currency translation adjustment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
(
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
Balance as of March 31, 2022
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(
|
| |
(
|
| |
|
Issuance of common stock upon net settlement of
restricted stock units and performance stock units
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Foreign currency translation adjustment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
Balance as of June 30, 2022
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(
|
| |
|
Issuance of common stock upon net settlement of
restricted stock units and performance stock units
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
—
|
| |
(
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
—
|
| |
(
|
Foreign currency translation adjustment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
Balance as of September 30, 2022
|
| |
|
| |
$
|
| |
|
| |
$
|
| |
$
|
| |
$
|
| |
$(
|
| |
$
|
|
| |
Common Stock
|
| |
Treasury Stock
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Other
Comprehensive
Income (Loss)
|
| |
Accumulated
Deficit
|
| |
Total
Stockholders’
Equity
|
||||||
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |||||||||||
Balance as of December 31, 2020
|
| |
|
| |
$
|
| |
(
|
| |
$(
|
| |
$
|
| |
$(
|
| |
$(
|
| |
$(
|
Issuance of common stock upon initial public offering,
net of issuance costs, discount, and commissions of $
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Issuance of common stock upon Concurrent Private
Placement, net of issuance costs of $
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Conversion of convertible preferred stock into common
stock upon initial public offering
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Conversion of convertible notes into common stock upon
initial public offering
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Conversion of convertible notes prior to initial public
offering
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Net exercise of warrants upon initial public offering
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Exercise of broker warrants
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Exercise of warrants
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Exercise of stock options
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Issuance of common stock upon vesting of restricted
stock units and performance stock units
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Return of common stock to pay withholding taxes on
restricted stock
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Foreign currency translation adjustment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
Balance as of March 31, 2021
|
| |
|
| |
|
| |
(
|
| |
(
|
| |
|
| |
(
|
| |
(
|
| |
|
Fractional shares paid out related to the forward stock
split
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
—
|
| |
(
|
Exercise of warrants
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Exercise of stock options
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Issuance of common stock upon net settlement of
restricted stock units and performance stock units
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Repurchase of common stock
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Foreign currency translation adjustment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
Balance as of June 30, 2021
|
| |
|
| |
|
| |
(
|
| |
(
|
| |
|
| |
(
|
| |
(
|
| |
|
Exercise of warrants
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Exercise of stock options
|
| |
|
| |
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Issuance of common stock upon vesting of restricted
stock units and performance stock units
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Return of common stock to pay withholding taxes on
restricted stock
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
—
|
| |
—
|
| |
(
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
|
Foreign currency translation adjustment
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(
|
| |
(
|
Balance as of September 30, 2021
|
| |
|
| |
$
|
| |
(
|
| |
$(
|
| |
$
|
| |
$(
|
| |
$(
|
| |
$
|
|
| |
Nine Months Ended
September 30,
|
|||
|
| |
2022
|
| |
2021
|
Cash flows from operating activities:
|
| |
|
| |
|
Net loss
|
| |
$(
|
| |
$(
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| |
|
| |
|
Depreciation
|
| |
|
| |
|
Amortization of right—of—use assets
|
| |
|
| |
|
Amortization of debt issuance costs
|
| |
|
| |
|
Stock-based compensation
|
| |
|
| |
|
PPP Loan forgiveness
|
| |
|
| |
(
|
Change in fair value of convertible notes
|
| |
|
| |
|
Change in fair value of Series C convertible preferred stock
|
| |
|
| |
|
Change in fair value of warrant liability
|
| |
(
|
| |
|
Earnings from equity method investment
|
| |
(
|
| |
(
|
Distribution from equity investment
|
| |
|
| |
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
Grants receivable
|
| |
|
| |
|
Prepaid expenses and other current assets
|
| |
|
| |
|
Other assets
|
| |
|
| |
(
|
Accounts payable
|
| |
(
|
| |
|
Accrued expenses
|
| |
|
| |
|
Lease liabilities
|
| |
(
|
| |
(
|
Deferred revenue
|
| |
(
|
| |
(
|
Net cash used in operating activities
|
| |
(
|
| |
(
|
Cash flows from investing activities:
|
| |
|
| |
|
Purchases of fixed assets
|
| |
|
| |
(
|
Net cash used in investing activities
|
| |
|
| |
(
|
Cash flows from financing activities:
|
| |
|
| |
|
Net proceeds from issuance of common stock upon initial
public offering and Concurrent Private Placement, net of discount and commissions
|
| |
|
| |
|
Payment of deferred offering costs
|
| |
|
| |
(
|
Fractional share payments related to the forward stock split
|
| |
|
| |
(
|
Taxes paid related to net share settlement upon vesting of restricted stock
awards
|
| |
(
|
| |
(
|
Proceeds from RSU settlement
|
| |
|
| |
|
Payment of financing obligation
|
| |
(
|
| |
|
Exercise of warrants
|
| |
|
| |
|
Exercise of stock options
|
| |
|
| |
|
Net cash (used in) provided by financing activities
|
| |
(
|
| |
|
Effect of foreign currency on cash
|
| |
|
| |
(
|
Net (decrease) increase in cash and cash equivalents
|
| |
(
|
| |
|
Cash and cash equivalents at the beginning of the period
|
| |
|
| |
|
Cash and cash equivalents at the end of the period
|
| |
$
|
| |
$
|
Supplemental disclosure of noncash investing and financing
activities:
|
| |
|
| |
|
Conversion of convertible notes into common stock upon initial public offering
|
| |
$
|
| |
$
|
Conversion of Series C preferred stock into common stock upon initial public
offering
|
| |
$
|
| |
$
|
Net exercise of warrants upon initial public offering
|
| |
$
|
| |
$
|
Right-of-use assets obtained in exchange for operating lease liabilities
|
| |
$
|
| |
$
|
Conversion of convertible notes into common stock prior to initial public
offering
|
| |
$
|
| |
$
|
Fixed assets purchased in accrued expenses or accounts payable
|
| |
$
|
| |
$
|
(1)
|
Identify the contract(s) with a customer;
|
(2)
|
Identify the performance obligations in the contract;
|
(3)
|
Determine the transaction price;
|
(4)
|
Allocate the transaction price to the performance obligations in the contract; and
|
(5)
|
Recognize revenue when (or as) Angion satisfies a performance obligation.
|
|
| |
September 30, 2022
|
|||||||||
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
Money market funds(1)
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Total assets
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Warrant liabilities
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Total liabilities
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
December 31, 2021
|
|||||||||
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
Money market funds(1)
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Total assets
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
December 31, 2021
|
|||||||||
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
Warrant liabilities
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Total liabilities
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
(1)
|
Included in cash and cash equivalents on the condensed consolidated balance sheets. This balance includes cash requirements
settled on a nightly basis.
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
Balance, beginning of the period
|
| |
$
|
| |
$
|
Net exercise of warrants
|
| |
|
| |
(
|
Change in fair value
|
| |
(
|
| |
|
Balance, end of the period
|
| |
$
|
| |
$
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
Weighted average strike price
|
| |
$
|
| |
$
|
Contractual term (years)
|
| |
|
| |
|
Volatility (annual)
|
| |
|
| |
|
Risk—free rate
|
| |
|
| |
|
Dividend yield (per share)
|
| |
|
| |
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
Equipment
|
| |
$
|
| |
$
|
Furniture and fixtures
|
| |
|
| |
|
Leasehold improvements
|
| |
|
| |
|
Total property and equipment
|
| |
|
| |
|
Less: accumulated depreciation
|
| |
(
|
| |
(
|
Property and equipment, net
|
| |
$
|
| |
$
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
Angion Pty tax receivable
|
| |
$
|
| |
$
|
Prepaid insurance
|
| |
|
| |
|
Security deposit
|
| |
|
| |
|
Other
|
| |
|
| |
|
Total prepaid and other current assets
|
| |
$
|
| |
$
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
Accrued compensation
|
| |
$
|
| |
$
|
Accrued restructuring (Note 1)
|
| |
|
| |
|
Accrued direct research costs
|
| |
|
| |
|
Accrued operating expenses
|
| |
|
| |
|
Total accrued expenses
|
| |
$
|
| |
$
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
Risk-free interest rate
|
| |
|
| |
|
| |
|
| |
|
Expected dividend yield
|
| |
|
| |
|
| |
|
| |
|
Expected term in years
|
| |
|
| |
|
| |
|
| |
|
Expected volatility
|
| |
|
| |
|
| |
|
| |
|
|
| |
Number of
Stock Options
|
| |
Weighted
Average
Exercise Price
|
| |
Weighted Average
Remaining Contractual
Life
(in years)
|
| |
Total
Intrinsic
Value
(in
thousands)
|
Outstanding as of December 31, 2021
|
| |
|
| |
$
|
| |
|
| |
$
|
Options granted
|
| |
|
| |
|
| |
|
| |
|
Options forfeited
|
| |
(
|
| |
|
| |
|
| |
|
Outstanding as of September 30, 2022
|
| |
|
| |
$
|
| |
|
| |
$
|
Options vested and exercisable
|
| |
|
| |
$
|
| |
|
| |
$
|
|
| |
Number of
Restricted Stock Units
|
| |
Weighted
Average Grant
Date Fair Value
Per Share
|
Outstanding at December 31, 2021
|
| |
|
| |
$
|
Vested and released
|
| |
(
|
| |
$
|
Outstanding as of September 30, 2022
|
| |
|
| |
$
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
Research and development
|
| |
$(
|
| |
$
|
| |
$(
|
| |
$
|
General and administrative
|
| |
|
| |
|
| |
|
| |
|
Total
|
| |
$(
|
| |
$
|
| |
$
|
| |
$
|
|
| |
Classification
|
| |
Exercise
Price
|
| |
Expiration
Date
|
| |
September 30,
2022
|
| |
December 31,
2021
|
Warrants issued with Conversion of Notes to Common Stock
|
| |
Equity
|
| |
$
|
| |
8/31/23
|
| |
|
| |
|
Warrants issued with Units in the Equity Offering
|
| |
Equity
|
| |
$
|
| |
8/31/23
|
| |
|
| |
|
Broker Warrants issued with Equity Offering
|
| |
Equity
|
| |
$
|
| |
8/31/25
|
| |
|
| |
|
Consultant Warrants
|
| |
Liability
|
| |
$
|
| |
8/31/28
|
| |
|
| |
|
Total Warrants
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
Operating lease cost
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Variable lease cost
|
| |
|
| |
|
| |
|
| |
|
Short-term lease cost
|
| |
|
| |
|
| |
|
| |
|
Total operating lease cost
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
Nine Months Ended
September 30,
|
|||
|
| |
2022
|
| |
2021
|
Operating cash flows from operating leases
|
| |
$
|
| |
$
|
Right-of-use assets exchanged for operating lease liabilities
|
| |
$
|
| |
$
|
Weighted-average remaining lease term-operating leases (in years)
|
| |
|
| |
|
Weighted-average discount rate-operating leases
|
| |
|
| |
|
Year Ended December 31,
|
| |
Amounts
|
2022 (remaining three months)
|
| |
$
|
2023
|
| |
|
2024
|
| |
|
2025
|
| |
|
2026
|
| |
|
Total
|
| |
|
Less present value discount
|
| |
(
|
Operating lease liabilities
|
| |
$
|
Cash flow information:
|
| |
|
Payments of financing obligation
|
| |
|
Operating cash flows from financing obligation
|
| |
$
|
Financing cash flows from financing obligation
|
| |
$
|
Other information:
|
| |
|
Weighted-average remaining lease term (in years)
|
| |
|
Weighted-average discount rate (in percent)
|
| |
|
Carrying value of leased asset included in Property and Equipment, net
|
| |
$
|
Depreciation associated with the Property and Equipment
|
| |
$
|
Year Ended December 31,
|
| |
Amounts
|
2022 (remaining three months)
|
| |
$
|
2023
|
| |
|
2024
|
| |
|
2025
|
| |
|
Total
|
| |
$
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
Numerator
|
| |
|
| |
|
| |
|
| |
|
Net loss attributable to common stockholders
|
| |
$(
|
| |
$(
|
| |
$(
|
| |
$(
|
Denominator:
|
| |
|
| |
|
| |
|
| |
|
Weighted-average shares used in computing net loss per
share attributable to common stockholders, basic and diluted
|
| |
|
| |
|
| |
|
| |
|
Net loss per share attributable to common stockholders,
basic and diluted
|
| |
$(
|
| |
$(
|
| |
$(
|
| |
$(
|
|
| |
Nine Months Ended
September 30,
|
|||
|
| |
2022
|
| |
2021
|
Shares issuable upon exercise of stock options
|
| |
|
| |
|
Shares issuable upon the exercise of warrants
|
| |
|
| |
|
Unvested shares under restricted stock unit grants
|
| |
|
| |
|
Unvested shares under restricted stock grants
|
| |
|
| |
|
Total
|
| |
|
| |
|
|
| |
Three Months Ended
September 30,
|
| |
Nine Months Ended
September 30,
|
||||||
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
Beginning balance
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Earnings from equity method investment
|
| |
|
| |
|
| |
|
| |
|
Distribution from NovaPark
|
| |
|
| |
(
|
| |
|
| |
(
|
Ending balance
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
| |
2021
|
| |
2020
|
ASSETS
|
| |
|
| |
|
Current assets:
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$9,278,746
|
| |
$14,967,086
|
Restricted cash, current
|
| |
148,260
|
| |
148,260
|
Prepaid expenses and other current assets
|
| |
934,955
|
| |
337,735
|
Total current assets
|
| |
10,361,961
|
| |
15,453,081
|
Property and equipment, net
|
| |
887,368
|
| |
613,460
|
Right-to-use-asset
|
| |
—
|
| |
410,911
|
Restricted cash, noncurrent
|
| |
617,504
|
| |
—
|
Other long-term prepaid assets
|
| |
2,947,721
|
| |
3,184,729
|
Total assets
|
| |
$14,814,554
|
| |
$19,662,181
|
|
| |
|
| |
|
LIABILITIES, CONVERTIBLE PREFERRED
STOCK AND STOCKHOLDERS' DEFICIT
|
| |
|
| |
|
Current liabilities:
|
| |
|
| |
|
Accounts payable
|
| |
$1,681,101
|
| |
$1,650,872
|
Accrued expenses
|
| |
2,448,273
|
| |
1,217,337
|
Convertible debt, net of discount and issuance costs
|
| |
11,797,071
|
| |
—
|
Embedded derivative liability
|
| |
2,955,297
|
| |
—
|
Short term portion of operating lease liability
|
| |
—
|
| |
439,429
|
Total current liabilities
|
| |
18,881,742
|
| |
3,307,638
|
Unvested option exercise liability
|
| |
29,750
|
| |
—
|
Total liabilities
|
| |
18,911,492
|
| |
3,307,638
|
|
| |
|
| |
|
Commitments and contingencies (Note 13)
|
| |
|
| |
|
|
| |
|
| |
|
Convertible preferred stock:
|
| |
|
| |
|
Series B convertible preferred stock, $0.001 par value:
authorized 82,512,218 shares; issued and outstanding shares of 72,802,898 and
67,802,898 at December 31, 2021 and 2020, respectively (liquidation value $72,802,898 at December 31, 2021 and $67,802,898 at December 31, 2020)
|
| |
62,943,920
|
| |
57,998,623
|
Series A convertible preferred stock, $0.001 par value:
authorized, issued and outstanding 5,000,000 shares at December 31, 2021 and
2020 (liquidation value $7,495,438 at December 31, 2021 and 2020)
|
| |
7,495,438
|
| |
7,495,438
|
Total convertible preferred stock
|
| |
70,439,358
|
| |
65,494,061
|
|
| |
|
| |
|
Stockholders’ deficit:
|
| |
|
| |
|
Common stock, $0.01 par value: authorized 123,000,000
shares at December 31, 2021 and December 31, 2020 ; issued shares of 17,766,383 and outstanding of 17,142,575 at December 31, 2021 and issued shares of 14,049,091 and outstanding of 13,061,715 at December 31, 2020
|
| |
171,426
|
| |
130,617
|
Note receivable
|
| |
—
|
| |
(210,253)
|
Additional paid-in capital
|
| |
4,092,838
|
| |
3,339,980
|
Accumulated deficit
|
| |
(78,800,560)
|
| |
(52,399,862)
|
Total stockholders’ deficit
|
| |
(74,536,296)
|
| |
(49,139,518)
|
|
| |
|
| |
|
Total liabilities, convertible preferred stock, and stockholders' deficit
|
| |
$14,814,554
|
| |
$19,662,181
|
|
| |
2021
|
| |
2020
|
Operating expenses:
|
| |
|
| |
|
Research and development
|
| |
$17,931,797
|
| |
$12,719,956
|
General and administrative
|
| |
7,542,889
|
| |
3,001,128
|
Total operating expenses
|
| |
25,474,686
|
| |
15,721,084
|
|
| |
|
| |
|
Loss from operations
|
| |
(25,474,686)
|
| |
(15,721,084)
|
|
| |
|
| |
|
Other expense:
|
| |
|
| |
|
Change in the fair value of emdedded derivative
|
| |
(52,962)
|
| |
—
|
Interest income
|
| |
3,392
|
| |
8,942
|
Interest expense
|
| |
(876,442)
|
| |
—
|
Total other (expense) income
|
| |
(926,012)
|
| |
8,942
|
Net loss
|
| |
$(26,400,698)
|
| |
$(15,712,142)
|
Net loss per share attributable to common stockholders, basic and diluted
|
| |
$1.73
|
| |
$1.46
|
Weighted-average common shares outstanding, basic and diluted
|
| |
15,280,340
|
| |
10,730,992
|
|
| |
Convertible Preferred Stock
|
| |
Stockholders' Deficit
|
|||||||||||||||||||||||||||
|
| |
Series B
|
| |
Series A
|
| |
Total
Convertible
Preferred Stock
|
| |
Common Stock
|
| |
Note
Receivable
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Deficit
|
| |
Total
Stockholders'
Deficit
|
|||||||||
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Par Value
|
| ||||||||||||||
Balance at December 31, 2019
|
| |
39,500,407
|
| |
$34,052,679
|
| |
5,000,000
|
| |
$7,495,438
|
| |
$41,548,117
|
| |
3,972,528
|
| |
$39,725
|
| |
—
|
| |
$1,749,784
|
| |
$(36,687,720)
|
| |
$(34,898,211)
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
304,468
|
| |
—
|
| |
304,468
|
Issuance of common stock upon exercise of options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,069,555
|
| |
10,696
|
| |
—
|
| |
178,486
|
| |
—
|
| |
189,182
|
Issuance of Note Receivable for purchase of stock options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(210,042)
|
| |
210,042
|
| |
—
|
| |
—
|
Vesting of shares issued with note receivable and related
earned interest
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
179,523
|
| |
1,795
|
| |
(211)
|
| |
(1,793)
|
| |
—
|
| |
(209)
|
Issuance of common stock warrants pursuant to consulting
agreement
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
51,204
|
| |
—
|
| |
51,204
|
Issuance of common stock upon exercise of warrants
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
325,900
|
| |
3,259
|
| |
—
|
| |
53,144
|
| |
—
|
| |
56,403
|
Issuance of Series B convertible preferred stock and
conversion of 7,514,209 warrants to common stock, net of issuance costs of $1,410,287
|
| |
8,411,800
|
| |
7,001,513
|
| |
—
|
| |
—
|
| |
7,001,513
|
| |
7,514,209
|
| |
75,142
|
| |
—
|
| |
435,340
|
| |
—
|
| |
510,482
|
Issuance of Series B convertible preferred stock, net of
issuance costs of $2,946,260
|
| |
19,890,691
|
| |
16,944,431
|
| |
—
|
| |
—
|
| |
16,944,431
|
| |
—
|
| |
—
|
| |
—
|
| |
359,305
|
| |
—
|
| |
359,305
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(15,712,142)
|
| |
(15,712,142)
|
Balance at December 31, 2020
|
| |
67,802,898
|
| |
57,998,623
|
| |
5,000,000
|
| |
7,495,438
|
| |
65,494,061
|
| |
13,061,715
|
| |
130,617
|
| |
(210,253)
|
| |
3,339,980
|
| |
(52,399,862)
|
| |
(49,139,518)
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
617,756
|
| |
—
|
| |
617,756
|
Issuance of common stock upon exercise of warrants
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,905,549
|
| |
29,056
|
| |
—
|
| |
12,048
|
| |
—
|
| |
41,104
|
Issuance of common stock upon exercise of options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
195,947
|
| |
1,961
|
| |
—
|
| |
31,463
|
| |
—
|
| |
33,424
|
Issuance of common stock
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
440,796
|
| |
4,408
|
| |
—
|
| |
96,975
|
| |
—
|
| |
101,383
|
Vesting of shares issued with note receivable and related
earned interest
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
538,568
|
| |
5,384
|
| |
(351)
|
| |
(5,384)
|
| |
—
|
| |
(351)
|
Settlement of note receivable from stockholder
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
210,604
|
| |
—
|
| |
—
|
| |
210,604
|
Issuance of Series B convertible preferred stock, net of
issuance costs of $54,703
|
| |
5,000,000
|
| |
4,945,297
|
| |
—
|
| |
—
|
| |
4,945,297
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(26,400,698)
|
| |
(26,400,698)
|
Balance at December 31, 2021
|
| |
72,802,898
|
| |
$62,943,920
|
| |
5,000,000
|
| |
$7,495,438
|
| |
$70,439,358
|
| |
17,142,575
|
| |
$171,426
|
| |
$—
|
| |
$4,092,838
|
| |
$(78,800,560)
|
| |
$(74,536,296)
|
|
| |
2021
|
| |
2020
|
Cash flows from operating activities:
|
| |
|
| |
|
Net loss
|
| |
$(26,400,698)
|
| |
$(15,712,142)
|
Adjustments to reconcile net loss to cash used in operating activities:
|
| |
|
| |
|
Depreciation expense
|
| |
251,451
|
| |
193,432
|
Non-cash interest income
|
| |
(351)
|
| |
(211)
|
Non-cash interest expense
|
| |
667,400
|
| |
—
|
Non-cash change in fair value of embedded derivative
|
| |
52,962
|
| |
—
|
Non-cash issuance of common stock warrant pursuant to
contractual agreement
|
| |
—
|
| |
51,204
|
Stock-based compensation
|
| |
617,756
|
| |
304,468
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
(Increase) decrease in:
|
| |
|
| |
|
Prepaid expenses and other current assets
|
| |
(597,220)
|
| |
(43,834)
|
Right to use asset
|
| |
410,911
|
| |
410,430
|
Other long term prepaid assets
|
| |
237,008
|
| |
(3,029,630)
|
Increase (decrease) in:
|
| |
|
| |
|
Accounts payable
|
| |
30,229
|
| |
1,121,340
|
Accrued expenses
|
| |
1,230,936
|
| |
428,724
|
Operating lease liability
|
| |
(439,429)
|
| |
(428,175)
|
Net cash used in operating activities
|
| |
(23,939,045)
|
| |
(16,704,394)
|
|
| |
|
| |
|
Cash flows from investing activities:
|
| |
|
| |
|
Purchases of property and equipment
|
| |
(525,359)
|
| |
(199,916)
|
Net cash used in investing activities
|
| |
(525,359)
|
| |
(199,916)
|
|
| |
|
| |
|
Cash flows from financing activities:
|
| |
|
| |
|
Proceeds from issuance of Series B convertible preferred
stock and warrants, net of issuance costs
|
| |
4,945,297
|
| |
24,815,733
|
Proceeds from issuance of convertible debt
|
| |
14,470,000
|
| |
—
|
Payment of issuance costs for convertible debt
|
| |
(437,994)
|
| |
—
|
Proceeds from settlement of note receivable
|
| |
210,604
|
| |
—
|
Proceeds from exercise of common stock warrants
|
| |
41,104
|
| |
56,403
|
Proceeds from purchase of common stock
|
| |
101,383
|
| |
—
|
Proceeds from exercise of common stock options
|
| |
63,174
|
| |
189,182
|
Net cash provided by financing activities
|
| |
19,393,568
|
| |
25,061,318
|
|
| |
|
| |
|
Net increase (decrease) in cash
|
| |
(5,070,836)
|
| |
8,157,008
|
Cash, cash equivalents, and restricted cash, beginning of year
|
| |
15,115,346
|
| |
6,958,338
|
Cash, cash equivalents, and restricted cash, end of year
|
| |
$10,044,510
|
| |
$15,115,346
|
|
| |
|
| |
|
Components of cash, cash equivalents, and restricted cash
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$9,278,746
|
| |
$14,967,086
|
Restricted cash
|
| |
765,764
|
| |
148,260
|
Total cash, cash equivalents, and restricted cash
|
| |
$10,044,510
|
| |
$15,115,346
|
|
| |
|
| |
|
Supplemental disclosure of noncash activities:
|
| |
|
| |
|
Warrants issued as non-cash issuance costs of Series B Preferred
|
| |
$—
|
| |
$494,077
|
Common stock issued as part of Series B Preferred
|
| |
$—
|
| |
$375,710
|
1.
|
ORGANIZATION AND DESCRIPTION OF BUSINESS
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Asset Class
|
| |
Estimated
Useful Lives
|
Laboratory equipment
|
| |
5 years
|
Furniture and fixtures
|
| |
3 years
|
Leasehold improvements
|
| |
Term of the lease
|
•
|
Level 1:- Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date.
The Company’s financial assets which are measured at fair value on a recurring basis were comprised of cash equivalents .
|
•
|
Level 2:- Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or
indirectly, for substantially the full term through corroboration with observable market data.
|
•
|
Level 3:- Pricing inputs include unobservable inputs that reflect the reporting entity’s own assumptions about the
assumptions market participants would use in pricing the asset or liability, which are developed based on the best information available. The Company identified embedded derivatives within the fair value hierarchy.
|
|
| |
Fair Value Measurement at Reporting Date Using
|
|||||||||
|
| |
Quoted Prices
in Active
Markets for Identical
Assets (Level 1)
|
| |
Significant
Other
Observable
Inputs
(Level 2)
|
| |
Significant
Observable
Inputs
(Level 3)
|
| |
Total
|
December 31, 2021
|
| |
|
| |
|
| |
|
| |
|
Assets:
|
| |
|
| |
|
| |
|
| |
|
Cash equivalents
|
| |
$6,528,368
|
| |
$ —
|
| |
$—
|
| |
$6,528,368
|
|
| |
|
| |
|
| |
|
| |
|
Liabilities:
|
| |
|
| |
|
| |
|
| |
|
Embedded derivative (see note 8)
|
| |
$—
|
| |
$—
|
| |
$2,955,297
|
| |
$2,955,297
|
|
| |
|
| |
|
| |
|
| |
|
December 31, 2020
|
| |
|
| |
|
| |
|
| |
|
Assets:
|
| |
|
| |
|
| |
|
| |
|
Cash equivalents
|
| |
$2,137,838
|
| |
$—
|
| |
$—
|
| |
$2,137,838
|
3.
|
LEASES
|
4.
|
PREPAID EXPENSES AND OTHER CURRENT ASSETS
|
|
| |
2021
|
| |
2020
|
Prepaid research and development contract services
|
| |
$633,830
|
| |
$158,828
|
Deposit for Cambridge lease
|
| |
6,839
|
| |
6,839
|
Prepaid insurance
|
| |
88,848
|
| |
64,782
|
Deposit for property and equipment
|
| |
117,180
|
| |
—
|
Other prepaid expenses and other current assets
|
| |
88,258
|
| |
107,286
|
Total prepaid expenses and other current assets
|
| |
$934,955
|
| |
$337,735
|
5.
|
PROPERTY AND EQUIPMENT, NET
|
|
| |
2021
|
| |
2020
|
Laboratory equipment
|
| |
$1,391,541
|
| |
$1,026,283
|
Furniture and fixtures
|
| |
122,708
|
| |
94,537
|
Construction in process
|
| |
131,930
|
| |
—
|
Total
|
| |
1,646,179
|
| |
1,120,820
|
Less accumulated depreciation
|
| |
(758,811)
|
| |
(507,360)
|
Property and equipment, net
|
| |
$887,368
|
| |
$613,460
|
6.
|
OTHER LONG-TERM PREPAID ASSETS
|
|
| |
2021
|
| |
2020
|
Deposit for clinical trial services
|
| |
$2,947,721
|
| |
$$3,177,698
|
Other long-term assets
|
| |
—
|
| |
7,031
|
Total other long-term prepaid assets
|
| |
$2,947,721
|
| |
$3,184,729
|
7.
|
ACCRUED EXPENSES
|
|
| |
2021
|
| |
2020
|
Accrued professional fees
|
| |
$106,214
|
| |
$116,721
|
Accrued compensation and benefits
|
| |
1,194,717
|
| |
917,479
|
Accrued research and development
|
| |
805,706
|
| |
173,058
|
Accrued interest
|
| |
209,043
|
| |
—
|
Construction in process
|
| |
131,930
|
| |
—
|
Other accrued expenses
|
| |
663
|
| |
10,079
|
Total accrued expenses
|
| |
$2,448,273
|
| |
$1,217,337
|
8.
|
CONVERTIBLE NOTES PAYABLE
|
|
| |
Convertible
Notes Payable
|
| |
Embedded
Derivative
|
Balance at January 1, 2021
|
| |
$—
|
| |
$—
|
Issuance of convertible notes payable
|
| |
14,470,000
|
| |
—
|
Discount due to bifurcated embedded derivative
|
| |
(2,902,335)
|
| |
2,902,335
|
Discount due to issuance costs
|
| |
(437,994)
|
| |
—
|
Net issuance of convertible notes payable
|
| |
11,129,671
|
| |
2,902,335
|
Accretion of debt discount
|
| |
667,400
|
| |
—
|
Change in fair value
|
| |
—
|
| |
52,962
|
Balance at December 31, 2021
|
| |
$11,797,071
|
| |
$2,955,297
|
9.
|
CONVERTIBLE PREFERRED STOCK
|
10.
|
COMMON STOCK
|
|
| |
Number of
Warrants
|
| |
Weighted-
Average
Exercise
Price
|
Outstanding at December 31, 2019
|
| |
14,338,355
|
| |
$1.09
|
Granted
|
| |
3,131,449
|
| |
0.01
|
Exercised
|
| |
325,900
|
| |
0.17
|
Converted to Common Stock
|
| |
7,514,209
|
| |
1.10
|
Outstanding at December 31, 2020
|
| |
9,629,695
|
| |
0.77
|
Exercised
|
| |
2,905,549
|
| |
0.01
|
Outstanding at December 31, 2021
|
| |
6,724,146
|
| |
$1.10
|
11.
|
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
| |
2021
|
| |
2020
|
Numerator:
|
| |
|
| |
|
Net loss
|
| |
$26,400,698
|
| |
$15,712,142
|
Denominator – basic and diluted:
|
| |
|
| |
|
Weighted-average shares of Common Stock outstanding, basic and diluted
|
| |
15,280,340
|
| |
10,730,992
|
Net loss per share—basic and diluted
|
| |
$(1.73)
|
| |
$(1.46)
|
|
| |
2021
|
| |
2020
|
Series A Preferred
|
| |
5,000,000
|
| |
5,000,000
|
Series B Preferred
|
| |
72,802,898
|
| |
67,802,898
|
Unvested common stock
|
| |
623,807
|
| |
987,376
|
Warrants to purchase Common Stock
|
| |
6,724,146
|
| |
9,629,695
|
Options to purchase Common Stock
|
| |
10,013,093
|
| |
7,575,087
|
Total shares of Common Stock equivalents
|
| |
95,163,944
|
| |
90,995,056
|
|
| |
(Unaudited)
|
Numerator:
|
| |
|
Net loss attributable to Common Stock
|
| |
$26,400,698
|
Denominator:
|
| |
|
Weighted-average shares of Common Stock outstanding, basic and diluted
|
| |
15,280,340
|
Assumed conversion of Series A Preferred and Series B Preferred
|
| |
77,802,898
|
Denominator for pro forma basic and diluted loss per share of Common Stock
|
| |
92,483,238
|
Proforma net loss per share—basic and diluted
|
| |
$(0.29)
|
12.
|
STOCK-BASED COMPENSATION
|
|
| |
2021
|
| |
2020
|
Research and development
|
| |
$253,556
|
| |
$121,312
|
General and administrative
|
| |
364,200
|
| |
183,156
|
Total stock-based compensation expense
|
| |
$617,756
|
| |
$304,468
|
|
| |
2021
|
| |
2020
|
Risk-free interest rate
|
| |
0.59-1.54%
|
| |
0.38-1.52%
|
Expected dividend yield
|
| |
0%
|
| |
0%
|
Volatility
|
| |
64-66%
|
| |
64-67%
|
Expected life
|
| |
6.08-10
|
| |
6.08-10
|
|
| |
Number of
Options
|
| |
Weighted
Average
Exercise
Price
|
| |
Weighted
Average
Remaining
Contractual
Term (Years)
|
| |
Aggregate
Intrinsic
Value
|
Outstanding at December 31, 2019
|
| |
6,071,561
|
| |
$0.16
|
| |
8.5
|
| |
$27,974
|
Granted
|
| |
3,803,000
|
| |
0.17
|
| |
|
| |
|
Exercised
|
| |
(2,236,454)
|
| |
0.18
|
| |
|
| |
|
Cancelled/Forfeited
|
| |
(63,021)
|
| |
0.18
|
| |
|
| |
|
Outstanding at December 31, 2020
|
| |
7,575,086
|
| |
0.16
|
| |
7.41
|
| |
$502,136
|
Granted
|
| |
2,970,308
|
| |
0.23
|
| |
|
| |
|
Exercised
|
| |
(370,947)
|
| |
0.17
|
| |
|
| |
|
Cancelled/Forfeited
|
| |
(161,354)
|
| |
0.23
|
| |
|
| |
|
Outstanding at December 31, 2021
|
| |
10,013,093
|
| |
$0.18
|
| |
7.47
|
| |
$679,811
|
Vested and exercisable at December 31, 2021
|
| |
5,078,199
|
| |
$0.16
|
| |
7.01
|
| |
$607,997
|
13.
|
COMMITMENTS AND CONTINGENCIES
|
14.
|
INCOME TAXES
|
|
| |
2021
|
| |
2020
|
Current:
|
| |
|
| |
|
Federal
|
| |
$—
|
| |
$—
|
State
|
| |
—
|
| |
—
|
Foreign
|
| |
—
|
| |
—
|
Total current provision
|
| |
—
|
| |
—
|
Deferred:
|
| |
|
| |
|
Federal
|
| |
5,634,734
|
| |
3,534,611
|
State
|
| |
1,758,793
|
| |
1,473,812
|
Foreign
|
| |
—
|
| |
—
|
Total deferred benefits
|
| |
7,393,527
|
| |
5,008,423
|
Valuation allowance
|
| |
(7,393,527)
|
| |
(5,008,423)
|
Total deferred provision
|
| |
—
|
| |
—
|
Total provision for income taxes
|
| |
$—
|
| |
$—
|
|
| |
2021
|
| |
2020
|
Statutory federal income tax rate
|
| |
21.0%
|
| |
21.0%
|
State tax, net of federal benefit
|
| |
5.1%
|
| |
6.3%
|
Permanent differences
|
| |
(1.3%)
|
| |
(0.5%)
|
Federal research and development credits
|
| |
2.4%
|
| |
3.5%
|
State research and development credits
|
| |
0.8%
|
| |
1.2%
|
Other differences
|
| |
—
|
| |
0.4%
|
Change in valuation allowance
|
| |
(28.0%)
|
| |
(31.9%)
|
Effective income tax rate
|
| |
0.0%
|
| |
0.0%
|
|
| |
2021
|
| |
2020
|
Deferred tax assets (liabilities):
|
| |
|
| |
|
Net operating loss carryforwards
|
| |
$17,466,941
|
| |
$11,183,780
|
Research and development tax carryforwards
|
| |
2,711,887
|
| |
1,716,472
|
Other
|
| |
470,141
|
| |
345,536
|
Property and equipment
|
| |
(35,446)
|
| |
(25,792)
|
Total deferred tax assets
|
| |
20,613,523
|
| |
13,219,996
|
Less: Deferred tax asset valuation allowance
|
| |
(20,613,523)
|
| |
(13,219,996)
|
Net deferred tax asset
|
| |
$—
|
| |
$—
|
15.
|
RELATED PARTIES
|
16.
|
SUBSEQUENT EVENTS
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
ASSETS
|
| |
|
| |
|
Current assets:
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$1,839,828
|
| |
$9,278,746
|
Restricted cash, current
|
| |
2,152,244
|
| |
148,260
|
Prepaid expenses and other current assets
|
| |
2,447,861
|
| |
934,955
|
Total current assets
|
| |
6,439,933
|
| |
10,361,961
|
Property and equipment, net
|
| |
1,151,652
|
| |
887,368
|
Right-of-use-asset
|
| |
7,543,409
|
| |
—
|
Restricted cash, noncurrent
|
| |
617,504
|
| |
617,504
|
Other long-term prepaid assets
|
| |
2,833,512
|
| |
2,947,721
|
Total assets
|
| |
$18,586,010
|
| |
$14,814,554
|
|
| |
|
| |
|
LIABILITIES, CONVERTIBLE PREFERRED
STOCK AND STOCKHOLDERS’ DEFICIT
|
| |
|
| |
|
Current liabilities:
|
| |
|
| |
|
Accounts payable
|
| |
$3,088,506
|
| |
$1,681,101
|
Accrued expenses
|
| |
3,178,349
|
| |
2,448,273
|
Convertible notes payable, net of discount and issuance costs
|
| |
14,440,593
|
| |
11,797,071
|
Embedded derivative liability
|
| |
3,241,293
|
| |
2,955,297
|
Deferred research obligation
|
| |
2,152,244
|
| |
—
|
Operating lease liability, current
|
| |
669,363
|
| |
—
|
Total current liabilities
|
| |
26,770,348
|
| |
18,881,742
|
Operating lease liability, noncurrent
|
| |
6,969,239
|
| |
—
|
Unvested option exercise liability
|
| |
95,188
|
| |
29,750
|
Total liabilities
|
| |
33,834,775
|
| |
18,911,492
|
|
| |
|
| |
|
Commitments and contingencies (Note 14)
|
| |
|
| |
|
|
| |
|
| |
|
Convertible preferred stock:
|
| |
|
| |
|
Series C convertible preferred stock, $0.001 par value:
authorized 60,000,000 shares; issued and outstanding shares of 9,162,872 at
September 30, 2022 (liqudation value $10,995,454 at September 30, 2022)
|
| |
10,008,563
|
| |
—
|
Series B convertible preferred stock, $0.001 par value:
authorized 75,000,000 and 82,512,218 shares; issued and outstanding shares of
72,802,898 at September 30, 2022 and December 31, 2021 (liquidation value $72,802,898 at September 30, 2022 and December 31, 2021)
|
| |
62,943,920
|
| |
62,943,920
|
Series A convertible preferred stock, $0.001 par value:
authorized, issued and outstanding 5,000,000 shares at September 30, 2022 and
December 31, 2021 (liquidation value $7,495,438 at September 30, 2022 and December 31, 2021)
|
| |
7,495,438
|
| |
7,495,438
|
Total convertible preferred stock
|
| |
80,447,921
|
| |
70,439,358
|
|
| |
|
| |
|
Stockholders’ deficit:
|
| |
|
| |
|
Common stock, $0.01 par value: authorized 180,000,000 and
123,000,000 shares at September 30, 2022 and December 31, 2021; issued shares of 18,099,327 and outstanding of 17,635,695 at September 30, 2022 and issued shares of 17,766,383 and outstanding of 17,142,575 at December 31, 2021
|
| |
176,357
|
| |
171,426
|
Additional paid-in capital
|
| |
4,484,725
|
| |
4,092,838
|
Accumulated deficit
|
| |
(100,357,768)
|
| |
(78,800,560)
|
Total stockholders’ deficit
|
| |
(95,696,686)
|
| |
(74,536,296)
|
|
| |
|
| |
|
Total liabilities, convertible preferred stock, and stockholders’ deficit
|
| |
$18,586,010
|
| |
$14,814,554
|
|
| |
Nine months ended September 30,
|
|||
|
| |
2022
|
| |
2021
|
Operating expenses:
|
| |
|
| |
|
Research and development
|
| |
$13,813,114
|
| |
$13,347,847
|
General and administrative
|
| |
3,958,885
|
| |
6,445,560
|
Total operating expenses
|
| |
17,771,999
|
| |
19,793,407
|
|
| |
|
| |
|
Loss from operations
|
| |
(17,771,999)
|
| |
(19,793,407)
|
|
| |
|
| |
|
Other income (expense):
|
| |
|
| |
|
Change in the fair value of emdedded derivative
|
| |
(285,996)
|
| |
—
|
Interest income
|
| |
10,130
|
| |
3,200
|
Interest expense
|
| |
(3,509,343)
|
| |
—
|
Total other (expense) income
|
| |
(3,785,209)
|
| |
3,200
|
|
| |
|
| |
|
Net loss
|
| |
$ (21,557,208)
|
| |
$
(19,790,207)
|
|
| |
|
| |
|
Net loss per share attributable to common stockholders, basic and diluted
|
| |
$(1.24)
|
| |
$(1.35)
|
Weighted-average common shares outstanding, basic and diluted
|
| |
17,382,260
|
| |
14,663,957
|
|
| |
Convertible Preferred Stock
|
| |
Stockholders' Deficit
|
|||||||||||||||||||||||||||||||||
|
| |
Series C
|
| |
Series B
|
| |
Series A
|
| |
Total
Convertible
Preferred
Stock
|
| |
Common Stock
|
| |
Note
Receivable
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Deficit
|
| |
Total
Stockholders'
Deficit
|
||||||||||||
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Par Value
|
| ||||||||||||||
Balance at December 31, 2020
|
| |
—
|
| |
$—
|
| |
67,802,898
|
| |
$57,998,623
|
| |
5,000,000
|
| |
$7,495,438
|
| |
$65,494,061
|
| |
13,061,715
|
| |
$130,617
|
| |
$(210,253)
|
| |
$3,339,980
|
| |
$(52,399,862)
|
| |
$(49,139,518)
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
533,066
|
| |
—
|
| |
533,066
|
Issuance of common stock upon exercise of warrants
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,905,549
|
| |
29,056#
|
| |
—
|
| |
12,048
|
| |
—
|
| |
41,104
|
Issuance of common stock upon exercise of options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
174,697
|
| |
1,747
|
| |
—
|
| |
27,913
|
| |
—
|
| |
29,660
|
Issuance of common stock
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
440,796
|
| |
4,408
|
| |
—
|
| |
96,975
|
| |
—
|
| |
101,383
|
Vesting of shares issued with note receivable and related
earned interest
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
403,926
|
| |
4,039
|
| |
(351)
|
| |
(4,039)
|
| |
—
|
| |
(351)
|
Settlement of note receivable from stockholder
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
210,604
|
| |
—
|
| |
—
|
| |
210,604
|
Issuance of Series B convertible preferred stock, net of
issuance costs of $54,703
|
| |
—
|
| |
—
|
| |
5,000,000
|
| |
4,945,297
|
| |
—
|
| |
—
|
| |
4,945,297
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(19,790,207)
|
| |
(19,790,207)
|
Balance at September 30, 2021
|
| |
—
|
| |
$—
|
| |
72,802,898
|
| |
$62,943,920
|
| |
5,000,000
|
| |
$7,495,438
|
| |
$70,439,358
|
| |
16,986,683
|
| |
$169,867
|
| |
$—
|
| |
$4,005,943
|
| |
$(72,190,069)
|
| |
$(68,014,259)
|
Balance at December 31, 2021
|
| |
—
|
| |
$—
|
| |
72,802,898
|
| |
$62,943,920
|
| |
5,000,000
|
| |
$7,495,438
|
| |
$70,439,358
|
| |
17,142,575
|
| |
$171,426
|
| |
$—
|
| |
$4,092,838
|
| |
$(78,800,560)
|
| |
(74,536,296)
|
Stock-based compensation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
380,023
|
| |
—
|
| |
380,023
|
Issuance of common stock upon exercise of options
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
32,944
|
| |
329
|
| |
—
|
| |
6,903
|
| |
—
|
| |
7,232
|
Vesting of restricted common stock
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
460,176
|
| |
4,602
|
| |
—
|
| |
4,961
|
| |
—
|
| |
9,563
|
Issuance of Series C convertible preferred stock, net of
issuance costs of $986,891
|
| |
9,162,872
|
| |
10,008,563
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
10,008,563
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
(21,557,208)
|
| |
(21,557,208)
|
Balance at September 30, 2022
|
| |
9,162,872
|
| |
$10,008,563
|
| |
72,802,898
|
| |
$62,943,920
|
| |
5,000,000
|
| |
$7,495,438
|
| |
$80,447,921
|
| |
17,635,695
|
| |
$176,357
|
| |
$—
|
| |
$4,484,725
|
| |
$(100,357,768)
|
| |
$(95,696,686)
|
|
| |
Nine months ended September 30,
|
|||
|
| |
2022
|
| |
2021
|
Cash flows from operating activities:
|
| |
|
| |
|
Net loss
|
| |
$ (21,557,208)
|
| |
$ (19,790,207)
|
Adjustments to reconcile net loss to cash used in operating activities:
|
| |
|
| |
|
Depreciation expense
|
| |
290,439
|
| |
184,223
|
Non-cash interest income
|
| |
—
|
| |
(351)
|
Non-cash interest expense
|
| |
3,509,343
|
| |
—
|
Non-cash change in fair value of embedded derivative
|
| |
285,996
|
| |
—
|
Stock-based compensation
|
| |
380,023
|
| |
533,066
|
Loss on disposal of property and equipment
|
| |
4,124
|
| |
—
|
Changes in operating assets and liabilities:
|
| |
|
| |
|
(Increase) decrease in:
|
| |
|
| |
|
Prepaid expenses and other current assets
|
| |
(1,512,906)
|
| |
(822,745)
|
Right of use asset
|
| |
(7,543,409)
|
| |
333,566
|
Other long term prepaid assets
|
| |
114,209
|
| |
7,031
|
Increase (decrease) in:
|
| |
|
| |
|
Accounts payable
|
| |
1,407,405
|
| |
816,589
|
Accrued expenses
|
| |
(135,745)
|
| |
1,260,781
|
Deferred research obligation
|
| |
2,152,244
|
| |
—
|
Operating lease liability
|
| |
7,638,602
|
| |
(356,899)
|
Net cash used in operating activities
|
| |
(14,966,883)
|
| |
(17,834,946)
|
|
| |
|
| |
|
Cash flows from investing activities:
|
| |
|
| |
|
Purchases of property and equipment
|
| |
(558,847)
|
| |
(391,079)
|
Net cash used in investing activities
|
| |
(558,847)
|
| |
(391,079)
|
|
| |
|
| |
|
Cash flows from financing activities:
|
| |
|
| |
|
Proceeds from issuance of Series B convertible preferred
stock and warrants, net of issuance costs
|
| |
—
|
| |
4,945,297
|
Proceeds from issuance of Series C convertible preferred
stock, net of issuance costs
|
| |
10,008,563
|
| |
—
|
Proceeds from settlement of note receivable
|
| |
—
|
| |
210,604
|
Proceeds from exercise of common stock warrants
|
| |
—
|
| |
41,104
|
Proceeds from issuance of common stock
|
| |
—
|
| |
101,383
|
Proceeds from exercise of common stock options
|
| |
82,233
|
| |
62,598
|
Net cash provided by financing activities
|
| |
10,090,796
|
| |
5,360,986
|
|
| |
|
| |
|
Net (decrease) in cash
|
| |
(5,434,934)
|
| |
(12,865,039)
|
|
| |
|
| |
|
Cash, cash equivalents, and restricted cash, beginning of period
|
| |
10,044,510
|
| |
14,967,086
|
|
| |
|
| |
|
Cash, cash equivalents, and restricted cash, end of period
|
| |
$4,609,576
|
| |
$2,102,047
|
|
| |
|
| |
|
Components of cash, cash equivalents, and restricted cash
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$1,839,828
|
| |
$1,336,283
|
Restricted cash
|
| |
2,769,748
|
| |
765,764
|
Total cash, cash equivalents, and restricted cash
|
| |
$4,609,576
|
| |
$2,102,047
|
|
| |
|
| |
|
Supplemental disclosure of noncash activities:
|
| |
|
| |
|
Note Receivable and interest
|
| |
$—
|
| |
$351
|
1.
|
ORGANIZATION AND DESCRIPTION OF BUSINESS
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Asset Class
|
| |
Estimated
Useful Lives
|
Laboratory equipment
|
| |
5 years
|
Furniture and fixtures
|
| |
3 years
|
Leasehold improvements
|
| |
Term of the lease
|
•
|
Level 1 - Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date.
Elicio’s financial assets which are measured at fair value on a recurring basis were comprised of cash equivalents.
|
•
|
Level 2 - Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or
indirectly, for substantially the full term through corroboration with observable market data.
|
•
|
Level 3 - Pricing inputs include unobservable inputs that reflect the reporting entity’s own assumptions about the
assumptions market participants would use in pricing the asset or liability, which are developed based on the best information available. Elicio identified embedded derivatives within the fair value hierarchy.
|
|
| |
Fair Value Measurement at Reporting Date Using
|
|||||||||
|
| |
Quoted Prices
in Active
Markets for Identical
Assets (Level 1)
|
| |
Significant
Other
Observable
Inputs
(Level 2)
|
| |
Significant
Observable
Inputs
(Level 3)
|
| |
Total
|
September 30, 2022
|
| |
|
| |
|
| |
|
| |
|
Assets:
|
| |
|
| |
|
| |
|
| |
|
Cash equivalents
|
| |
$1,839,828
|
| |
$ —
|
| |
$—
|
| |
$1,839,828
|
Liabilities:
|
| |
|
| |
|
| |
|
| |
|
Embedded derivative (see note 9)
|
| |
$—
|
| |
$—
|
| |
$3,241,293
|
| |
$3,241,293
|
|
| |
|
| |
|
| |
|
| |
|
|
| |
Fair Value Measurement at Reporting Date Using
|
|||||||||
|
| |
Quoted Prices
in Active
Markets for Identical
Assets (Level 1)
|
| |
Significant
Other
Observable
Inputs
(Level 2)
|
| |
Significant
Observable
Inputs
(Level 3)
|
| |
Total
|
December 31, 2021
|
| |
|
| |
|
| |
|
| |
|
Assets:
|
| |
|
| |
|
| |
|
| |
|
Cash equivalents
|
| |
$6,528,368
|
| |
$ —
|
| |
$—
|
| |
$6,528,368
|
Liabilities:
|
| |
|
| |
|
| |
|
| |
|
Embedded derivative (see note 9)
|
| |
$—
|
| |
$—
|
| |
$2,955,297
|
| |
$2,955,297
|
3.
|
LEASES
|
|
| |
2022
|
| |
2021
|
Operating lease cost
|
| |
$892,802
|
| |
$352,120
|
Operating cash flows paid for amounts included in the
measurement of lease liabilities
|
| |
$797,609
|
| |
$375,453
|
Operating lease liabilities arising from obtaining right-of-use assets
|
| |
$8,016,783
|
| |
$—
|
Weighted average remaining lease term (years)
|
| |
7.4
|
| |
0.2
|
Weighted average discount rate
|
| |
8.00%
|
| |
8.75%
|
Future Lease Payments
|
| |
|
2022, remaining three months
|
| |
$308,752
|
2023
|
| |
1,265,883
|
2024
|
| |
1,303,828
|
2025
|
| |
1,342,959
|
2026
|
| |
1,383,300
|
2027
|
| |
1,424,736
|
2028 and thereafter
|
| |
3,232,168
|
Total future lease payments
|
| |
10,261,619
|
Less: Imputed interest
|
| |
(2,623,017)
|
Total lease liabilities
|
| |
$7,638,602
|
4.
|
PREPAID EXPENSES AND OTHER CURRENT ASSETS
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
Prepaid research and development contract services
|
| |
$2,309,270
|
| |
$633,830
|
Deposit for Cambridge lease
|
| |
—
|
| |
6,839
|
Prepaid insurance
|
| |
40,245
|
| |
88,848
|
Deposit for property and equipment
|
| |
—
|
| |
117,180
|
Other prepaid expenses and other current assets
|
| |
98,346
|
| |
88,258
|
Total prepaid expenses and other current assets
|
| |
$2,447,861
|
| |
$934,955
|
5.
|
PROPERTY AND EQUIPMENT, NET
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
Laboratory equipment
|
| |
$1,600,646
|
| |
$1,394,541
|
Furniture and fixtures
|
| |
359,386
|
| |
122,708
|
Leasehold Improvements
|
| |
214,398
|
| |
—
|
Construction in process
|
| |
—
|
| |
131,930
|
Total
|
| |
2,174,430
|
| |
1,646,179
|
Less accumulated depreciation
|
| |
(1,022,778)
|
| |
(758,811)
|
Property and equipment, net
|
| |
$1,151,652
|
| |
$887,368
|
6.
|
OTHER LONG-TERM PREPAID ASSETS
|
7.
|
ACCRUED EXPENSES
|
|
| |
September 30,
2022
|
| |
December 31,
2021
|
Accrued professional fees
|
| |
$170,077
|
| |
$106,2141
|
Accrued compensation and benefits
|
| |
1,474,894
|
| |
1,194,717
|
Accrued research and development
|
| |
353,482
|
| |
805,706
|
Accrued interest
|
| |
1,074,865
|
| |
209,043
|
Construction in process
|
| |
97,463
|
| |
131,930
|
Other accrued expenses
|
| |
7,568
|
| |
633
|
Total accrued expenses
|
| |
$
3,178,349
|
| |
$
2,448,273
|
8.
|
RESEARCH GRANT
|
9.
|
CONVERTIBLE NOTES PAYABLE
|
|
| |
Convertible
Notes Payable
|
| |
Embedded
Derivative
|
Balance at December 31, 2021
|
| |
$11,797,071
|
| |
$2,955,297
|
Accretion of debt discount
|
| |
2,643,522
|
| |
—
|
Change in fair value
|
| |
—
|
| |
285,996
|
Balance at September 30, 2022
|
| |
$14,440,593
|
| |
$3,241,293
|
10.
|
CONVERTIBLE PREFERRED STOCK
|
11.
|
COMMON STOCK
|
|
| |
Number of
Warrants
|
| |
Weighted-
Average
Exercise
Price
|
Outstanding at December 31, 2020
|
| |
9,629,695
|
| |
$0.77
|
Exercised
|
| |
(2,905,549)
|
| |
0.01
|
Outstanding at December 31, 2021
|
| |
6,724,146
|
| |
1.10
|
Granted
|
| |
346,666
|
| |
0.25
|
Outstanding at September 30, 2022
|
| |
7,070,812
|
| |
$1.06
|
12.
|
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
| |
2022
|
| |
2021
|
Numerator:
|
| |
|
| |
|
Net loss
|
| |
$(21,557,208)
|
| |
$(19,790,207)
|
Denominator – basic and diluted:
|
| |
|
| |
|
Weighted-average shares of Common Stock outstanding, basic
and diluted
|
| |
17,382,260
|
| |
14,663,957
|
Net loss per share—basic and diluted
|
| |
$(1.24)
|
| |
$(1.35)
|
|
| |
2022
|
| |
2021
|
Series A Preferred
|
| |
5,000,000
|
| |
5,000,000
|
Series B Preferred
|
| |
72,802,898
|
| |
72,802,898
|
Series C Preferred
|
| |
9,162,872
|
| |
—
|
Unvested common stock
|
| |
463,631
|
| |
777,200
|
Warrants to purchase Common Stock
|
| |
7,070,812
|
| |
6,724,146
|
Options to purchase Common Stock
|
| |
12,745,593
|
| |
10,168,093
|
Total shares of Common Stock equivalents
|
| |
107,245,806
|
| |
95,472,337
|
13.
|
STOCK-BASED COMPENSATION
|
|
| |
2022
|
| |
2021
|
Research and development
|
| |
$199,746
|
| |
$208,639
|
General and administrative
|
| |
120,493
|
| |
324,427
|
Total stock-based compensation expense
|
| |
$320,239
|
| |
$533,066
|
|
| |
2022
|
| |
2021
|
Risk-free interest rate
|
| |
1.64-2.44%
|
| |
0.59-1.54%
|
Expected dividend yield
|
| |
0%
|
| |
0%
|
Volatility
|
| |
60.3-61.9%
|
| |
64-66%
|
Expected life in years
|
| |
5.74-10
|
| |
6.08-10
|
|
| |
Number of
Options
|
| |
Weighted
Average
Exercise
Price
|
| |
Weighted
Average
Remaining
Contractual
Term (Years)
|
| |
Aggregate
Intrinsic
Value
|
Outstanding at December 31, 2020
|
| |
7,575,086
|
| |
$0.16
|
| |
7.41
|
| |
$502,136
|
Granted
|
| |
2,970,308
|
| |
0.23
|
| |
|
| |
|
Exercised
|
| |
(370,947)
|
| |
0.17
|
| |
|
| |
|
Cancelled/Forfeited
|
| |
(161,354)
|
| |
0.23
|
| |
|
| |
|
Outstanding at December 31, 2021
|
| |
10,013,093
|
| |
0.18
|
| |
7.47
|
| |
$679,811
|
Granted
|
| |
3,795,000
|
| |
0.25
|
| |
|
| |
|
Exercised
|
| |
(332,944)
|
| |
0.25
|
| |
|
| |
|
Cancelled/Forfeited
|
| |
(729,556)
|
| |
0.23
|
| |
|
| |
|
Outstanding at September 30, 2022
|
| |
12,745,593
|
| |
$0.20
|
| |
8.21
|
| |
$666,161
|
|
| |
|
| |
|
| |
|
| |
|
Exercisable at September 30, 2022
|
| |
6,357,237
|
| |
$0.17
|
| |
7.44
|
| |
$506,651
|
14.
|
COMMITMENTS AND CONTINGENCIES
|
15.
|
RELATED PARTIES
|
16.
|
MERGER AGREEMENT WITH ANGION BIOMEDICA CORP.
|
17.
|
SUBSEQUENT EVENTS
|
|
| |
|
| |
|
| |
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Exhibits:
|
| |
|
|
| |
|
Exhibit A
|
| |
Certain Definitions
|
Exhibit B-1
|
| |
Form of Company Stockholder Support Agreement
|
Exhibit B-2
|
| |
Form of Parent Stockholder Support Agreement
|
Exhibit C-1
|
| |
Form of Company Lock-Up Agreement
|
Exhibit C-2
|
| |
Form of Parent Lock-Up Agreement
|
Exhibit D
|
| |
Post-Closing Officers and Directors
|
Exhibit E
|
| |
Form of Company Stockholder Written Consent
|
Exhibit F
|
| |
Form of Parent Note
|
|
| |
|
Schedules:
|
| |
|
|
| |
|
Schedule I
|
| |
Exchange Ratio
|
|
| |
if to Parent or Merger Sub:
|
||||||
|
| |
|
| |
|
|||
|
| |
|
| |
Angion Biomedica Corp.
|
|||
|
| |
|
| |
51 Charles Lindbergh Boulevard
|
|||
|
| |
|
| |
Uniondale, New York 11553
|
|||
|
| |
|
| |
Attention:
|
| |
Jay Venkatesan, CEO
|
|
| |
|
| |
Email:
|
| |
[***]
|
|
| |
|
| |
|
|
| |
with a copy to (which shall not constitute notice):
|
||||||
|
| |
|
| |
|
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Cooley LLP
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3 Embarcadero Center, 20th Floor
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San Francisco, CA 94111-4004
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Attention:
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Kenneth Guernsey
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Email:
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kguernsey@cooley.com
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if to the Company:
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Elicio Therapeutics, Inc.
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451 D Street, 5th Floor, Suite 501
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Boston, MA 02210
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Attention:
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Robert Connelly
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Email:
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[***]
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with a copy to (which shall not constitute notice):
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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One Financial Center
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Boston, MA 02111
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Attention:
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William Hicks, Esq. and Daniel Bagliebter, Esq.
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Email:
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WCHicks@mintz.com and DABagliebter@mintz.com
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and
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Goulston & Storrs PC
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400 Atlantic Avenue
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Boston, MA 02110-3333
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Attention:
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Kristen Ferris, Esq.
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Email:
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kferris@goulstonstorrs.com
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ANGION BIOMEDICA CORP.
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By:
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/s/ Jay Venkatesan
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Name:
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Jay R. Venkatesan, M.D.
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Title:
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Chief Executive Officer
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ARKHAM MERGER SUB, INC.
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By:
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/s/ Jay Venkatesan
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Name:
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Jay R. Venkatesan, M.D.
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Title:
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President and Chief Executive Officer
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ELICIO THERAPEUTICS, INC.
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By:
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/s/ Robert Connelly
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Name:
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Robert Connelly
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Title:
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Chief Executive Officer
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•
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“Company Valuation” means $95,000,000.
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•
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“Company Outstanding Shares” means the total number of shares of
Company Capital Stock outstanding immediately prior to the Effective Time after giving effect to the Preferred Stock Conversion, expressed on a fully-diluted and as-converted to Company Common Stock basis assuming, without limitation or
duplication, (i) the exercise of all Company Options, Company Restricted Stock Unit Awards and Company Warrants, in each case outstanding as of immediately prior to the Effective Time and (ii) the issuance of shares of Company Capital
Stock in respect of all other outstanding options, restricted stock awards, restricted stock units, warrants or rights to receive such shares, whether conditional or unconditional and including any outstanding options, warrants,
restricted stock awards, restricted stock units or rights triggered by or associated with the consummation of the Merger (but excluding any shares of Company Capital Stock reserved for issuance other than with respect to outstanding
Company Warrants or Company Options under the Company Plans as of immediately prior to the Effective Time).
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•
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“Parent Equity Value” means $21,050,000.
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•
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“Parent Outstanding Shares” means, subject to Section 1.5(g)
(that addresses, among other things, the possibility to effect the Nasdaq Reverse Split) and the immediately following sentence, the total number of shares of Parent Common Stock outstanding immediately prior to the Effective Time
expressed on a fully-diluted and as-converted to Parent Common Stock basis and using the treasury stock method (and shall include, for the avoidance of doubt, all In the Money Parent Options and Parent Warrants), but assuming, without
limitation or duplication, the issuance of shares of Parent Common Stock in respect of
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•
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“Parent Valuation” means (i) if Parent Net Cash is greater than
$31,500,000, the sum of (w) the Parent Equity Value plus (x) $29,000,000 plus (y) the amount by which Parent Net Cash exceeds $31,500,000 minus (z) the amount of any Outstanding Lease Obligations as of the Anticipated Closing Date, (ii) if Parent Net Cash is greater than or equal to $26,500,000 but less than or equal to $31,500,000,
the sum of (x) the Parent Equity Value plus (y) $29,000,000 minus (z) the amount of any Outstanding Lease Obligations as of the Anticipated Closing
Date, or (iii) if Parent Net Cash is less than $26,500,000, the sum of (w) the Parent Equity Value plus (x) $29,000,000 minus (y) the amount by which
$26,500,000 exceeds Parent Net Cash minus (z) the amount of any Outstanding Lease Obligations as of the Anticipated Closing Date.
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Very truly yours,
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![]() |
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OPPENHEIMER & CO.INC.
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(a)
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Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to
subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither
voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the
circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily
meant by those words; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.
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(b)
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Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger
or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:
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(1)
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Provided, however, that, except as expressly provided in § 363(b) of this title, no appraisal rights under this section shall
be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to act
upon the agreement of merger or consolidation (or, in the case of a merger pursuant to § 251(h), as of immediately prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or
(ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval
the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.
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(2)
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Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of
any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept
for such stock anything except:
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a.
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Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in
respect thereof;
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b.
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Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository
receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;
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c.
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Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of
this section; or
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d.
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Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository
receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.
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(3)
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In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this
title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.
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(4)
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In the event of an amendment to a corporation’s certificate of incorporation contemplated by § 363(a) of this title,
appraisal rights shall be available as contemplated by § 363(b) of this title, and the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as practicable, with the word
“amendment” substituted for the words “merger or consolidation,” and the word “corporation” substituted for the words “constituent corporation” and/or “surviving or resulting corporation.”
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(c)
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Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available
for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially
all of the assets of the corporation. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is
practicable.
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(d)
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Appraisal rights shall be perfected as follows:
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(1)
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If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for
approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in
accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the
constituent corporations, and shall include in such notice a copy of this section and, if one of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Each stockholder electing to demand the appraisal of
such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares; provided that a demand may be delivered to the
corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the
identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to
take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each
constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or
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(2)
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If the merger or consolidation was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a
constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent
corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall
include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Such notice may, and, if given on or after the effective date of the merger or
consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of giving such notice or, in the case of a merger
approved pursuant to § 251(h) of this title, within the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days after the date of giving such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder’s shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in
such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not
notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of
any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to
all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the
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(e)
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Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any
stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal
proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of
the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon request given in writing (or by electronic transmission directed to an information processing
system (if any) expressly designated for that purpose in the notice of appraisal), shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number
of shares not voted in favor of the merger or consolidation (or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this
title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2)), and, in either case, with respect to which demands for appraisal have been received and the
aggregate number of holders of such shares. Such statement shall be given to the stockholder within 10 days after such stockholder’s request for such a statement is received by the surviving or resulting corporation or within 10 days
after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such
stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from the corporation the statement described in this subsection.
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(f)
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Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or
resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have
demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the
petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the
surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by one or more publications at least one week before the day of the hearing, in a newspaper of
general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne
by the surviving or resulting corporation.
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(g)
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At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have
become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery
for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. If immediately before the merger or
consolidation the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the Court
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(h)
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After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in
accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value
arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account
all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger through the date of payment of the judgment
shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of
the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein
only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving
or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to
an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of stock to the Register in
Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.
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(i)
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The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or
resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon
the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation
of this State or of any state.
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(j)
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The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the
circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees
and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.
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(k)
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From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as
provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of
record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such
stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of
the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no
appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this
provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon
the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.
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(l)
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The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been
converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.
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ANGION BIOMEDICA CORP.
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By:
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Jay R. Venkatesan
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President and Chief Executive Officer
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ANGION BIOMEDICA CORP.
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By:
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Jay R. Venkatesan
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President and Chief Executive Officer
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•
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any breach of the director’s duty of loyalty to us or our stockholders;
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•
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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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•
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any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or
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•
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any transaction from which the director derived an improper personal benefit.
|
•
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we shall indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to limited exceptions;
|
•
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we may indemnify our employees and agents to the fullest extent permitted by the DGCL, subject to limited exceptions;
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•
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we shall advance expenses to our directors and officers and may advance expenses of our employees and agents in connection
with a legal proceeding to the fullest extent permitted by the DGCL, subject to limited exceptions; and
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•
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the rights provided in our amended and restated bylaws are not exclusive.
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Exhibit Number
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Exhibit Description
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Incorporated by
Reference
|
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Filed
Herewith
|
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To be Filed
by
Amendment
|
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Previously
Filed
|
||||||
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Form
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Date
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Number
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Agreement and Plan of Merger and Reorganization, dated January 17, 2023, by and
among Angion Biomedica Corp., Arkham Merger Sub, Inc. and Elicio Therapeutics, Inc.
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8-K
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01/17/23
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2.1
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|
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|
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Amended and Restated Certificate of Incorporation
|
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8-K
|
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2/9/2021
|
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3.1
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|
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Amended and Restated Bylaws
|
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8-K
|
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2/9/2021
|
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3.2
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4.1
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| | | |
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Form of Common Stock Certificate.
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S-1/A
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2/1/2021
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4.2
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Form of Warrant to Purchase Common Stock.
|
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S-1
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1/15/2021
|
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4.3
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Registration Rights Agreement, dated as of March 31, 2020, by and among Angion
Biomedica Corp. and the investors party thereto.
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S-1
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1/15/2021
|
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4.6
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5.1
|
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Consent of Cooley LLP
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X
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Agreement of Lease, dated June 21, 2011, by and between Angion Biomedica Corp.
and NovaPark LLC, as amended.
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S-1
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1/15/2021
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10.1
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Licensing Agreement, dated November 6, 2020, by and between Angion Biomedica
Corp. and Vifor (International) Ltd.
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S-1
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1/15/2021
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10.4
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Amendment - First Amendment dated July 1, 2021 to Licensing Agreement, dated
November 6, 2020, by and between Angion Biomedica Corp. and Vifor (International) Ltd.
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| |
10-K
|
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3/30/2022
|
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10.2(a)
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Second Amended and Restated 2015 Equity Incentive Plan.
|
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S-1
|
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1/15/2021
|
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10.5(a)
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Form of Incentive Stock Option Grant under 2015 Equity Incentive Plan.
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S-1
|
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1/15/2021
|
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10.5(b)
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| |
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Form of Non-Qualified Stock Option Grant under 2015 Equity Incentive Plan.
|
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S-1
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1/15/2021
|
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10.5(c)
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Form of Stock Option Exercise under 2015 Equity Incentive Plan.
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S-1
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1/15/2021
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10.5(d)
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|
| |
|
|
| |
2021 Incentive Award Plan.
|
| |
S-1/A
|
| |
2/1/2021
|
| |
10.6(a)
|
| |
|
| |
|
| |
|
|
| |
Form of Stock Option Grant Notice and Stock Option Agreement under the 2021
Incentive Award Plan.
|
| |
S-1/A
|
| |
2/1/2021
|
| |
10.6(b)
|
| |
|
| |
|
| |
|
Exhibit Number
|
| |
Exhibit Description
|
| |
Incorporated by
Reference
|
| |
Filed
Herewith
|
| |
To be Filed
by
Amendment
|
| |
Previously
Filed
|
||||||
|
Form
|
| |
Date
|
| |
Number
|
| |||||||||||||
| |
Form of Restricted Stock Award Grant Notice and Restricted Stock Award
Agreement under the 2021 Incentive Award Plan.
|
| |
S-1/A
|
| |
2/1/2021
|
| |
10.6(c)
|
| |
|
| |
|
| |
|
|
| |
Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit
Award Agreement under the 2021 Incentive Award Plan.
|
| |
S-1/A
|
| |
2/1/2021
|
| |
10.6(d)
|
| |
|
| |
|
| |
|
|
| |
2021 Employee Stock Purchase Plan.
|
| |
S-1/A
|
| |
2/1/2021
|
| |
10.7
|
| |
|
| |
|
| |
|
|
| |
Amended and Restated Employment Agreement, dated March 29, 2019, by and between
Angion Biomedica Corp. and Jay R. Venkatesan.
|
| |
S-1
|
| |
1/15/2021
|
| |
10.8
|
| |
|
| |
|
| |
|
|
| |
Executive Employment Agreement, dated May 1, 2018, by and between Angion
Biomedica Corp. and Itzhak D. Goldberg.
|
| |
S-1
|
| |
1/15/2021
|
| |
10.9
|
| |
|
| |
|
| |
|
|
| |
Separation Agreement, dated February 25, 2022, by and between Angion Biomedica
Corp. and Itzhak D. Goldberg
|
| |
10-K
|
| |
3/30/2022
|
| |
10.7(a)
|
| |
|
| |
|
| |
|
|
| |
Separation Agreement, dated March 1, 2022, by and between Angion Biomedica
Corp. and Elisha Goldberg
|
| |
10-K
|
| |
3/30/2022
|
| |
10.8(b)
|
| |
|
| |
|
| |
|
|
| |
Executive Employment Agreement, dated December 17, 2018, by and between Angion
Biomedica Corp. and John F. Neylan.
|
| |
S-1
|
| |
1/15/2021
|
| |
10.10
|
| |
|
| |
|
| |
|
|
| |
Offer Letter, dated November 27, 2019, as amended, by and between Angion
Biomedica Corp. and Jennifer J. Rhodes.
|
| |
S-1
|
| |
1/15/2021
|
| |
10.11
|
| |
|
| |
|
| |
|
|
| |
Consulting Agreement, dated June 3, 2020, as amended, by and between Angion
Biomedica Corp. and FLG Partners, LLC, for the services of Gregory S. Curhan.
|
| |
S-1
|
| |
1/15/2021
|
| |
10.12
|
| |
|
| |
|
| |
|
|
| |
First Amendment dated September 9, 2022 to Consulting Agreement, dated June 3,
2020, as amended, by and between Angion Biomedica Corp. and FLG Partners, LLC, for the services of Gregory S. Curhan.
|
| |
10-K
|
| |
3/30/2022
|
| |
10.11(a)
|
| |
|
| |
|
| |
|
Exhibit Number
|
| |
Exhibit Description
|
| |
Incorporated by
Reference
|
| |
Filed
Herewith
|
| |
To be Filed
by
Amendment
|
| |
Previously
Filed
|
||||||
|
Form
|
| |
Date
|
| |
Number
|
| |||||||||||||
| |
Second Amendment dated December 1, 2021 to Consulting Agreement, dated June 3,
2020, as amended, by and between Angion Biomedica Corp. and FLG Partners, LLC, for the services of Gregory S. Curhan.
|
| |
10-K
|
| |
3/30/2022
|
| |
10.11(b)
|
| |
|
| |
|
| |
|
|
| |
Third Amendment dated March 17, 2022 to Consulting Agreement, dated June 3,
2020, as amended, by and between Angion Biomedica Corp. and FLG Partners, LLC, for the services of Gregory S. Curhan.
|
| |
10-K
|
| |
3/30/2022
|
| |
10.11(c)
|
| |
|
| |
|
| |
|
|
| |
Non-employee Director Compensation Plan as of June 9, 2022
|
| |
10-Q
|
| |
6/30/22
|
| |
10.1
|
| |
|
| |
|
| |
|
|
| |
Form of Indemnification Agreement for directors and officers.
|
| |
S-1
|
| |
1/15/2021
|
| |
10.14
|
| |
|
| |
|
| |
|
|
| |
Amended and Restated Executive Separation Benefits Plan dated November 19,
2021.
|
| |
10-K
|
| |
3/30/2022
|
| |
10.14
|
| |
|
| |
|
| |
|
|
| |
Supply Agreement, dated December 10, 2022, by and between Angion Biomedica
Corp. and Solara Active Pharma Sciences, Ltd.
|
| |
10-K
|
| |
3/30/2022
|
| |
10.15
|
| |
|
| |
|
| |
|
|
| |
2022 Compensation Decisions with Executive Officers
|
| |
8-K
|
| |
3/04/2022
|
| |
Item 5.02
|
| |
|
| |
|
| |
|
|
| |
At-the-Market Equity Offering Sales Agreement, dated May 16, 2022, among the
registrant, Stifel, Nicolaus & Company, Incorporated, and Virtu Americas LLC
|
| |
S-3
|
| |
5/16/2022
|
| |
1.2
|
| |
|
| |
|
| |
|
|
| |
Separation Agreement, dated August 15, 2022, by and between Angion Biomedica
Corp. and John F. Neylan
|
| |
10-Q
|
| |
11/14/2022
|
| |
10.2
|
| |
|
| |
|
| |
|
|
| |
Note Purchase Agreement, dated January 17, 2023, by and between Elicio
Therapeutics, Inc. and Angion Biomedica Corp., and Form of Promissory Note
|
| |
8-K
|
| |
01/17/23
|
| |
10.1
|
| |
|
| |
|
| |
|
|
| |
Form of Angion Biomedica Corp. Stockholder Support Agreement, dated January 17,
2023
|
| |
8-K
|
| |
01/17/23
|
| |
10.2
|
| |
|
| |
|
| |
|
|
| |
Form of Elicio Therapeutics, Inc.
Stockholder Support Agreement,
dated January 17, 2023.
|
| |
8-K
|
| |
01/17/23
|
| |
10.3
|
| |
|
| |
|
| |
|
|
| |
Form of Lock-Up Agreement, dated January 17, 2023
|
| |
8-K
|
| |
01/17/23
|
| |
10.4
|
| |
|
| |
|
| |
|
Exhibit Number
|
| |
Exhibit Description
|
| |
Incorporated by
Reference
|
| |
Filed
Herewith
|
| |
To be Filed
by
Amendment
|
| |
Previously
Filed
|
||||||
|
Form
|
| |
Date
|
| |
Number
|
| |||||||||||||
| |
Angion Biomedica Corp. Retention Bonus Plan
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
|
| |
Stock Purchase Agreement, dated February 4, 2021, by and among Angion Biomedica
Corp. and the purchasers named therein.
|
| |
8-K
|
| |
2/09/2021
|
| |
10.1
|
| |
|
| |
|
| |
|
|
10.25
|
| |
Exclusive Patent License Agreement, dated January 22, 2016, by and between
Elicio Therapeutics, Inc. and the Massachusetts Institute of Technology, as amended
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
10.26
|
| |
Supply and Non-Exclusive License Agreement by and between Elicio Therapeutics,
Inc. and Regeneron Pharmaceuticals, Inc., dated as of May 11, 2022
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
10.27+
|
| |
Elicio Therapeutics, Inc. 2012 Equity Incentive Plan, as amended
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
10.28+
|
| |
Elicio Therapeutics, Inc. 2022 Equity Incentive Plan
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
10.29+
|
| |
Employment Letter Agreement, by and between Elicio Therapeutics, Inc. and
Robert Connelly, dated as of October 10, 2018
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
10.30+
|
| |
Offer Letter, by and between Elicio Therapeutics, Inc. and Christopher Haqq,
M.D., Ph.D. dated as of September 29, 2019
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
10.31+
|
| |
Offer Letter, by and between Elicio Therapeutics, Inc. and Annette Matthies,
Ph.D., dated as of January 12, 2021
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
10.32+
|
| |
Employment Letter, by and between Elicio Therapeutics, Inc. and Peter DeMuth,
dated as of April 13, 2022
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
10.33+
|
| |
Consulting Agreement, by and between Elicio Therapeutics, Inc. and Danforth
Advisors, LLC, dated as of March 13, 2013, as amended
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
10.34
|
| |
Lease between Elicio Therapeutics, Inc. and RREF II 451D, LLC dated July 21,
2021
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
Subsidiaries of the registrant
|
| |
S-1
|
| |
1/15/2021
|
| |
21.1
|
| |
|
| |
|
| |
|
|
| |
Consent of Moss Adams LLP, independent registered public accounting firm of
Angion Biomedica Corp.
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
|
| |
Consent of Baker Tilly US, LLP, independent registered public accounting firm
of Elicio Therapeutics, Inc.
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
Exhibit Number
|
| |
Exhibit Description
|
| |
Incorporated by
Reference
|
| |
Filed
Herewith
|
| |
To be Filed
by
Amendment
|
| |
Previously
Filed
|
||||||
|
Form
|
| |
Date
|
| |
Number
|
| |||||||||||||
23.3
|
| |
Consent of Cooley LLP (included in Exhibits 5.1)
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
Power of Attorney (included on the signature page of this Registration
Statement on Form S-4)
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
|
| |
Consent of Oppenheimer & Co. Inc.
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
|
99.2
|
| |
Consent of Robert Connelly to be named as a director
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
99.3
|
| |
Proposed Amendment to Amended and Restated Certificate of the Registrant
(included as Annex D to the proxy statement/prospectus/information statement forming a part of this Registration Statement).
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
99.4
|
| |
Proposed Amendment to Amended and Restated Certificate of the Registrant
(included as Annex E to the proxy statement/prospectus/information statement forming a part of this Registration Statement).
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
99.5
|
| |
Form of Proxy Card for Special Meeting of Angion Biomedica Corp.
|
| |
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
101.INS
|
| |
Inline XBRL Instance Document.
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
101.SCH
|
| |
Inline XBRL Taxonomy Extension Schema Document.
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
101.CAL
|
| |
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
101.DEF
|
| |
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
101.LAB
|
| |
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
101.PRE
|
| |
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
104
|
| |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101)
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
| |
Filing Fee Table
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
+
|
Indicates a management contract or any compensatory plan, contract or arrangement.
|
†
|
Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.
|
(a)
|
The undersigned registrant hereby undertakes as follows:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:
|
(i)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act;
|
(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
|
(iii)
|
to include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in
the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial
distribution of securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i)
|
any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
|
(ii)
|
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
|
(iii)
|
the portion of any other free writing prospectus relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
(iv)
|
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(6)
|
That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of
this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
|
(7)
|
That every prospectus (i) that is filed pursuant to paragraph (7) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(8)
|
To respond to requests for information that is incorporated by reference into this prospectus pursuant to Items 4, 10(b), 11,
or 13 of this form, within one (1) business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; this includes information contained in documents filed subsequent to
the effective date of this registration statement through the date of responding to the request.
|
(9)
|
To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in this registration statement when it became effective.
|
(10)
|
Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is
therefore unenforceable. In the event a claim of indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in a
successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
|
|
| |
ANGION BIOMEDICA CORP.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Jay R. Venkatesan
|
|
| |
|
| |
Jay R. Venkatesan, M.D.
President and Chief Executive Officer
|
Signature
|
| |
Title
|
| |
Date
|
/s/ Jay R. Venkatesan
|
| |
President and Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
|
| |
February 13, 2023
|
Jay R. Venkatesan, M.D.
|
| |||||
|
| |
|
| |
|
/s/ Gregory S. Curhan
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
| |
February 13, 2023
|
Gregory S. Curhan
|
| |||||
|
| |
|
| |
|
/s/ Itzhak D. Goldberg
|
| |
Director and Chairman Emeritus
|
| |
February 13, 2023
|
Itzhak D. Goldberg, M.D.
|
| |||||
|
| |
|
| |
|
/s/ Victor F. Ganzi
|
| |
Lead Independent Director
|
| |
February 13, 2023
|
Victor F. Ganzi
|
| |||||
|
| |
|
| |
|
/s/ Allen R. Nissenson
|
| |
Director
|
| |
February 13, 2023
|
Allen R. Nissenson, M.D.
|
| |||||
|
| |
|
| |
|
/s/ Gilbert S. Omenn
|
| |
Director
|
| |
February 13, 2023
|
Gilbert S. Omenn, M.D., Ph.D.
|
| |||||
|
| |
|
| |
|
/s/ Karen J. Wilson
|
| |
Director
|
| |
February 13, 2023
|
Karen J. Wilson
|
|