Delaware | | | 2834 | | | 11-3430072 |
(State or Other Jurisdiction of Incorporation or Organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Kenneth L. Guernsey Brett D. White Anitha Anne Cooley LLP Three Embarcadero Center, 20th Floor San Francisco, CA 94111 (650) 843-5000 | | | Jennifer J. Rhodes General Counsel Angion Biomedica Corp. 7-57 Wells Avenue Newton, Massachusetts 02459 (857) 336-4001 | | | Kristen Ferris Goulston & Storrs PC 400 Atlantic Ave Boston, MA 02110 (617) 482-1776 | | | William C. Hicks Daniel A. Bagliebter Mintz Levin Cohn Ferris Glovsky & Popeo, P.C. One Financial Center Boston, MA 02111 (617) 542-6000 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging growth company | | | ☒ |
Jay R. Venkatesan, M.D. President and Chief Executive Officer Angion Biomedica Corp. | | | Robert Connelly Chief Executive Officer Elicio Therapeutics, Inc. |
1. | 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; |
2. | 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 5-for-1 to 30-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; |
3. | 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; |
4. | 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; |
5. | 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 |
6. | 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: | What is the Merger? |
A: | 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. |
Q: | When will the Exchange Ratio be final? |
A: | 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 |
Q: | What will happen to Angion if, for any reason, the Merger does not close? |
A: | 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 |
Q: | Why are the two companies proposing to merge? |
A: | 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 |
Q: | Why am I receiving this proxy statement/prospectus/information statement? |
A: | 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: |
1. | 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; |
2. | 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 5-for-1 to 30-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; |
3. | 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; |
4. | 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; |
5. | 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 |
6. | 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. |
Q: | What is required to consummate the Merger? |
A: | 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. |
Q: | What will Elicio’s stockholders, option holders and warrant holders receive in the Merger? |
A: | 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 |
Q: | What will Angion’s stockholders and option holders receive in the Merger? |
A: | 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. |
Q: | Who will be the directors of Angion following the Merger? |
A: | At the Effective Time, the combined company is expected to initially have a nine-member board of directors, comprising (a) Robert Connelly, Julian Adams, Ph.D., Carol Ashe, Yekaterina (Katie) Chudnovsky, Daphne Karydas, and Assaf Segal, each as an Elicio designee and (b) Jay Venkatesan, M.D., MBA, |
Q: | Who will be the executive officers of Angion following the Merger? |
A: | 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: |
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 |
Q: | As a stockholder of Angion, how does the Angion Board recommend that I vote? |
A: | After careful consideration, the Angion Board unanimously recommends that the holders of Angion common stock vote: |
• | “FOR” Proposal 1 - the Stock Issuance Proposal; |
• | “FOR” Proposal 2 - the Reverse Stock Split Proposal; |
• | “FOR” Proposal 3 - the Exculpation Proposal. |
• | “FOR” Proposal 4 - the election of the Angion Board’s nominees in the Director Election Proposal; |
• | “FOR” Proposal 5 - the Accounting Firm Proposal; and |
• | “FOR” Proposal 6 - the Adjournment Proposal. |
Q: | How many votes are needed to approve each proposal? |
A: | 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. |
Q: | As a stockholder of Elicio, how does the board of directors of Elicio recommend that I vote? |
A: | 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. |
Q: | 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? |
A: | 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. |
Q: | When do you expect the Merger to be consummated? |
A: | We anticipate that the Merger will be consummated during the second quarter of 2023, soon after the Angion special meeting to be held on |
Q: | What are the material U.S. federal income tax consequences of the Merger to U.S. holders of Elicio shares? |
A: | 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 |
Q: | What are the material U.S. federal income tax consequences of the Reverse Stock Split to U.S. holders of Angion shares? |
A: | 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 |
Q: | What do I need to do now? |
A: | 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. |
Q: | When and where is the Angion special meeting? What must I do to attend the Angion special meeting? |
A: | The Angion special meeting will be held exclusively online via live audio-only webcast on |
Q: | How are votes counted? |
A: | 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. |
Q: | What are “broker non-votes”? |
A: | 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). |
Q: | What will happen if I return my proxy form without indicating how to vote? |
A: | 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. |
Q: | May I change my vote after I have submitted a proxy or voting instruction form? |
A: | 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: |
Q: | Who is paying for this proxy solicitation? |
A: | 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 fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials. In addition, Angion has engaged Mackenzie Partners, Inc., a proxy solicitation firm, to solicit proxies from Angion’s stockholders for a fee of up to $9,500 plus certain additional costs associated with solicitation campaigns. Fees paid to the SEC in connection with filing the statement/prospectus/information statement, and any amendments and supplements thereto, with the SEC will be paid by Angion. |
Q: | What is the quorum requirement? |
A: | 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. |
Q: | Should Angion’s and Elicio’s stockholders send in their stock certificates now, to the extent they have any? |
A: | 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. |
Q: | Who can help answer my questions? |
A: | 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. |
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 |
• | The Financial Projections included in the section titled “The Merger—Certain Unaudited Financial Projections,” which were considered by the Angion Board in evaluating the Merger and used by Oppenheimer in rendering its opinion and performing its related financial analyses, reflect numerous variables, estimates and assumptions and are inherently uncertain. If any of these variables, estimates and assumptions prove to be wrong, such as the assumptions relating to the approval of Elicio’s product candidates, the actual results for Elicio’s business may be materially different from the results reflected in the Financial Projections; |
• | 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. |
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 5-for-1 to 30-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 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. |
• | “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 5-for-1 to 30-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 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 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”; |
• | 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. |
○ | 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. |
| | 2023 | | | 2024 | | | 2025 | | | 2026 | | | 2027 | | | 2028 | | | 2029 | | | 2030 | | | 2031 | | | 2032 | | | 2033 | | | 2034 | | | 2035 | | | 2036 | | | 2037 | | | 2038 | | | 2039 | |
Total Global Revenue(1) | | | $0 | | | $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 | | | $2,370 |
(1) | Equal to total worldwide net sales. |
(2) | Equal to gross profit less research and development expenses, sales and marketing expense, and general and administrative expense. |
(3) | Unlevered free cash flow is defined as EBIT, less taxes, plus depreciation and amortization, less capital expenditures, less interest income and less changes in net working capital. |
| | Option Awards | | | Option Awards | |||||||||||||||||||||||||
Name | | Vesting Commencement Date(1) | | Number of Securities Underlying Unexercised Options Exercisable (#) | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | Option Exercise Price ($) | | Option Expiration Date | | 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 | | | 5/1/2018(2) | | 934,400 | | — | | 5.89 | | 5/1/2028 | ||||||||
| 6/18/2020 | | 77,791 | | 46,675 | | 7.77 | | 6/17/2030 | | 6/18/2020 | | 77,791 | | 46,675 | | 7.77 | | 6/17/2030 | |||||||||||
| 2/5/2021 | | 82,005 | | 96,915 | | 16.00 | | 2/4/2031 | | 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 | | 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 | | | 12/19/2018(3) | | 40,600 | | — | | 6.05 | | 1/21/2029 | ||||||||
| 6/18/2020 | | 38,895 | | 23,338 | | 7.77 | | 6/17/2030 | | 6/18/2020 | | 38,895 | | 23,338 | | 7.77 | | 6/17/2030 | |||||||||||
| 2/5/2021 | | 32,088 | | 37,924 | | 16.00 | | 2/4/2031 | | 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 | | | 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 | | 6/18/2020 | | 36,464 | | 21,879 | | 7.77 | | 6/17/2030 | |||||||||||
| 2/5/2021 | | 32,088 | | 37,924 | | 16.00 | | 2/4/2031 | | 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 | | 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 | | | | 2/14/20200(6) | | 25,930 | | 12,965 | | 9.51 | | ||||||||||
| 3/8/2021(7) | | 15,000 | | — | | | | 3/8/2021(7) | | 15,000 | | — | | | |||||||||||||||
| 6/9/2022(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 | | |
| | Option Awards | | | 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 | | Vesting Commencement Date(1) | | Number of Securities Underlying Unexercised Options Exercisable (#) | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | Option Exercise Price ($) | | Option Expiration Date | ||||||||||
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 | | | | 2/14/2020(6) | | 25,930 | | 12,965 | | 9.51 | | ||||||||||
| 3/8/2021(7) | | 15,000 | | — | | | | 3/8/2021(7) | | 15,000 | | — | | | |||||||||||||||
| 6/9/2022(7)— | | 15,000 | | — | | | | | 15,000 | | — | | | ||||||||||||||||
Karen Wilson | | | 4/1/2020(6) | | 25,930 | | 12,965 | | 9.51 | | | | 4/1/2020(6) | | 25,930 | | 12,965 | | 9.51 | | ||||||||||
| 3/8/2021(7) | | 15,000 | | — | | | | 3/8/2021(7) | | 15,000 | | — | | | |||||||||||||||
| 6/9/2022(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. |
Optionholder Name | | | Grant Date | | | Expiration Date | | | Exercise Price | | | Number of Shares of Elicio Common Stock Underlying Option as of March 15, 2023 | | | Number of Shares of Elicio Common Stock Underlying Option Vested as of March 15, 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 | | | 129,165 |
| 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 | | | 680,999 | ||
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 | | | 64,582 | ||
| 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 | | | 459,906 | ||
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 | | | 252,134 | ||
Daphne Karydas | | | 9/2/2020 | | | 9/2/2030 | | | $0.17 | | | 200,000 | | | 129,165 |
| 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 | | | 129,165 | ||
| 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 March 15, 2023 | | | Number of Shares of Elicio Common Stock Underlying Option Vested as of March 15, 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 | | | 328,121 | ||
| 2/26/2021 | | | 2/26/2031 | | | $0.23 | | | 50,000 | | | 25,000 | ||
| 3/31/2022 | | | 3/31/2032 | | | $0.25 | | | 800,000 | | | — | ||
| 11/28/2022 | | | 11/28/2032 | | | $0.07 | | | 3,356,151 | | | 279,679 |
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 April 1, 2023 | | | Number of Shares of Elicio Common Stock Underlying Option Vested as of April 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 | | | 129,165 |
| 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 | | | 907,999 | ||
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 | | | 64,582 | ||
| 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 | | | 613,208 | ||
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 | | | 336,179 | ||
Daphne Karydas | | | 9/2/2020 | | | 9/2/2030 | | | $0.17 | | | 200,000 | | | 129,165 |
| 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 | | | 129,165 | ||
| 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 April 1, 2023 | | | Number of Shares of Elicio Common Stock Underlying Option Vested as of April 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 | | | 337,500 | ||
| 2/26/2021 | | | 2/26/2031 | | | $0.23 | | | 50,000 | | | 26,042 | ||
| 3/31/2022 | | | 3/31/2032 | | | $0.25 | | | 800,000 | | | — | ||
| 11/28/2022 | | | 11/28/2032 | | | $0.07 | | | 3,356,151 | | | 372,906 |
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 |
• | “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 minus (z) the amount of any Outstanding Lease Obligations as of the Anticipated Closing Date, (ii) if Angion Net Cash is greater than or equal to $26.5 million but less than or equal to $31.5 million, the sum of (x) the Angion Equity Value plus (y) $29 million minus (z) the amount of any Outstanding Lease Obligations as of the Anticipated Closing Date, or (iii) if Angion Net Cash is less than $26.5 million, the sum of (w) the Angion Equity Value plus (x) $29 million minus (y) the amount by which $26.5 million exceeds Angion Net Cash minus (z) the amount of any Outstanding Lease Obligations as of the Anticipated Closing Date. |
• | “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% |
$25.5 million | | | 0.0167 | | | 32.9% | | | 67.1% |
| | | | Post-Merger Ownership | |||||
Angion Net Cash at Closing ($ in millions) | | | Exchange Ratio | | | Angion Equity Holders | | | Elicio Equity Holders |
$26 million | | | 0.0166 | | | 33.1% | | | 66.9% |
$26.5 million | | | 0.0164 | | | 33.4% | | | 66.6% |
$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% |
• | (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; |
• | 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; |
• | (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 |
• | 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; |
(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. | | | | | 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. | | | | | 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. | | | | | Director | |
Karen J. Wilson | | | | | Director |
• | “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 minus (z) the amount of any Outstanding Lease Obligations as of the Anticipated Closing Date, (ii) if Angion Net Cash is greater than or equal to $26.5 million but less than or equal to $31.5 million, the sum of (x) the Angion Equity Value plus (y) $29 million minus (z) the amount of any Outstanding Lease Obligations as of the Anticipated Closing Date, or (iii) if Angion Net Cash is less than $26.5 million, the sum of (w) the Angion Equity Value plus (x) $29 million minus (y) the amount by which $26.5 million exceeds Angion Net Cash minus (z) the amount of any Outstanding Lease Obligations as of the Anticipated Closing Date. |
• | “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% |
$25.5 million | | | 0.0167 | | | 32.9% | | | 67.1% |
| | | | Post-Merger Ownership | |||||
Angion Net Cash at Closing ($ in millions) | | | Exchange Ratio | | | Angion Equity Holders | | | Elicio Equity Holders |
$26 million | | | 0.0166 | | | 33.1% | | | 66.9% |
$26.5 million | | | 0.0164 | | | 33.4% | | | 66.6% |
$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% |
• | (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; |
• | 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; |
• | (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 |
• | 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; |
(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. | | | 53 | | | 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. | | | 76 | | | 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. | | | 82 | | | Director |
Karen J. Wilson | | | 60 | | | Director |
• | “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 minus (z) the amount of any Outstanding Lease Obligations as of the Anticipated Closing Date, (ii) if Angion Net Cash is greater than or equal to $26.5 million but less than or equal to $31.5 million, the sum of (x) the Angion Equity Value plus (y) $29 million minus (z) the amount of any Outstanding Lease Obligations as of the Anticipated Closing Date, or (iii) if Angion Net Cash is less than $26.5 million, the sum of (w) the Angion Equity Value plus (x) $29 million minus (y) the amount by which $26.5 million exceeds Angion Net Cash minus (z) the amount of any Outstanding Lease Obligations as of the Anticipated Closing Date. |
• | “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% |
$25.5 million | | | 0.0167 | | | 32.9% | | | 67.1% |
| | | | Post-Merger Ownership | |||||
Angion Net Cash at Closing ($ in millions) | | | Exchange Ratio | | | Angion Equity Holders | | | Elicio Equity Holders |
$26 million | | | 0.0166 | | | 33.1% | | | 66.9% |
$26.5 million | | | 0.0164 | | | 33.4% | | | 66.6% |
$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% |
• | (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; |
• | 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; |
• | (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 |
• | 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; |
(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. | | | 53 | | | 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. | | | 76 | | | 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. | | | 82 | | | Director |
Karen J. Wilson | | | 60 | | | Director |
The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of capital stock which the Corporation shall have authority to issue is 310,000,000. The total number of shares of Common Stock that the Corporation is authorized to issue is 300,000,000, having a par value of $0.01 per share, and the total number of shares of Preferred Stock that the Corporation is authorized to issue is 10,000,000, having a par value of $0.01 per share. Effective at on (the “Effective Time”) pursuant to Section 242 of the DGCL, each () shares of the Corporation’s Common Stock, par value of $0.01 per share, issued and outstanding immediately prior to the Effective Time shall automatically without further action on the part of the Corporation or any holder of such Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable share of Common Stock, par value of $0.01 per share, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). Notwithstanding the immediately preceding sentence, no fractional shares shall be issued as a result of the reverse stock split. Instead, any stockholder who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split shall be entitled to receive a cash payment equal to the product of such resulting fractional interest in one share of Common Stock multiplied by the closing trading price of a share of Common Stock on the last trading day immediately prior to the date on which the Effective Time occurs. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above. |
| | Prior to Reverse Stock Split | | | After 5-for-1 Reverse Stock Split | | | After 30-for-1 Reverse Stock Split | |
Common stock outstanding | | | 30,114,190 | | | 6,022,838 | | | 1,003,806 |
Common stock issuable pursuant to outstanding equity awards(1) | | | 3,695,488 | | | 739,097 | | | 123,182 |
(1) | Includes 15,802 restricted stock units. Substantially all options underlying these awards have an exercise price higher than $ per share, the closing price of Angion common stock on , 2023. |
No officer of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Any amendment, repeal or modification of this Article XII, or the adoption of any provision of the Restated Certificate inconsistent with this Article XII, shall not adversely affect any right or protection of an officer of the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the stockholders of this Article XII to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Audit Fees(1) | | | $497 | | | $408 |
Tax Fees(2) | | | 33 | | | 22 |
Other(3) | | | 29 | | | 31 |
Total Fees | | | $559 | | | $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 associated with our S-3, S-4 and S-8 filings. Fees for the year ended December 31, 2021 include services associated with our IPO and services rendered for the 2021 audit. |
(2) | Tax fees are for compliance and consultation. |
(3) | Other fees are for admin fees and grant compliance audit fees. |
• | 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 polyethylene glycol (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 |
• | 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. |
| | Year Ended December 31, | | | | | ||||||
| | 2022 | | | 2021 | | | $ Change | | | % Change | |
| | (In thousands, except percentages) | ||||||||||
Revenue: | | | | | | | | | ||||
Contract revenue | | | $2,301 | | | $27,506 | | | $(25,205) | | | (91.6)% |
Grant revenue | | | — | | | 806 | | | (806) | | | (100.0)% |
Total revenue | | | 2,301 | | | 28,312 | | | (26,011) | | | (91.9)% |
Operating expenses: | | | | | | | | | ||||
Cost of grant revenue | | | — | | | 433 | | | (433) | | | (100.0)% |
Research and development | | | 18,100 | | | 48,698 | | | (30,598) | | | (62.8)% |
General and administrative | | | 14,637 | | | 18,488 | | | (3,851) | | | (20.8)% |
Restructuring and impairment expenses | | | 9,185 | | | — | | | 9,185 | | | 100.0% |
Total operating expenses | | | 41,922 | | | 67,619 | | | (25,697) | | | (38.0)% |
Loss from operations | | | (39,621) | | | (39,307) | | | (314) | | | 0.8% |
Other income (expense), net | | | 814 | | | (15,266) | | | 16,080 | | | (105.3)% |
Net loss | | | $(38,807) | | | $(54,573) | | | $15,766 | | | (28.9)% |
| | Year Ended December 31, | | | | | ||||||
| | 2022 | | | 2021 | | | $ Change | | | % Change | |
| | (In thousands, except percentages) | ||||||||||
Revenue: | | | | | | | | | ||||
Contract revenue | | | $2,301 | | | $27,506 | | | $(25,205) | | | (91.6)% |
Grant revenue | | | — | | | 806 | | | (806) | | | (100.0)% |
Total revenue | | | 2,301 | | | 28,312 | | | (26,011) | | | (91.9)% |
Operating expenses: | | | | | | | | | ||||
Cost of grant revenue | | | — | | | 433 | | | (433) | | | (100.0)% |
Research and development | | | 18,100 | | | 48,698 | | | (30,598) | | | (62.8)% |
General and administrative | | | 14,637 | | | 18,488 | | | (3,851) | | | (20.8)% |
Restructuring and impairment expenses | | | 9,185 | | | — | | | 9,185 | | | 100.0% |
Total operating expenses | | | 41,922 | | | 67,619 | | | (25,697) | | | (38.0)% |
Loss from operations | | | (39,621) | | | (39,307) | | | (314) | | | 0.8% |
Other income (expense), net | | | 814 | | | (15,266) | | | 16,080 | | | (105.3)% |
Net loss | | | $(38,807) | | | $(54,573) | | | $15,766 | | | (28.9)% |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
| | | | |||
Net cash provided by (used in) | | | | | ||
Operating activities | | | $(38,390) | | | $(52,643) |
Investing activities | | | — | | | (382) |
Financing activities | | | (60) | | | 107,171 |
Effect of foreign currency on cash | | | 181 | | | 3 |
Net (decrease) increase in cash | | | $(38,269) | | | $54,149 |
| | Year Ended December 31, | | | | | ||||||
| | 2022 | | | 2021 | | | $ Change | | | % Change | |
| | (In thousands, except percentages) | ||||||||||
Revenue: | | | | | | | | | ||||
Contract revenue | | | $2,301 | | | $27,506 | | | $(25,205) | | | (91.6)% |
Grant revenue | | | — | | | 806 | | | (806) | | | (100.0)% |
Total revenue | | | 2,301 | | | 28,312 | | | (26,011) | | | (91.9)% |
Operating expenses: | | | | | | | | | ||||
Cost of grant revenue | | | — | | | 433 | | | (433) | | | (100.0)% |
Research and development | | | 18,100 | | | 48,698 | | | (30,598) | | | (62.8)% |
General and administrative | | | 14,637 | | | 18,488 | | | (3,851) | | | (20.8)% |
Restructuring and impairment expenses | | | 9,185 | | | — | | | 9,185 | | | 100.0% |
Total operating expenses | | | 41,922 | | | 67,619 | | | (25,697) | | | (38.0)% |
Loss from operations | | | (39,621) | | | (39,307) | | | (314) | | | 0.8% |
Other income (expense), net | | | 814 | | | (15,266) | | | 16,080 | | | (105.3)% |
Net loss | | | $(38,807) | | | $(54,573) | | | $15,766 | | | (28.9)% |
| | Year Ended December 31, | | | | | ||||||
| | 2022 | | | 2021 | | | $ Change | | | % Change | |
| | (In thousands, except percentages) | ||||||||||
Revenue: | | | | | | | | | ||||
Contract revenue | | | $2,301 | | | $27,506 | | | $(25,205) | | | (91.6)% |
Grant revenue | | | — | | | 806 | | | (806) | | | (100.0)% |
Total revenue | | | 2,301 | | | 28,312 | | | (26,011) | | | (91.9)% |
Operating expenses: | | | | | | | | | ||||
Cost of grant revenue | | | — | | | 433 | | | (433) | | | (100.0)% |
Research and development | | | 18,100 | | | 48,698 | | | (30,598) | | | (62.8)% |
General and administrative | | | 14,637 | | | 18,488 | | | (3,851) | | | (20.8)% |
Restructuring and impairment expenses | | | 9,185 | | | — | | | 9,185 | | | 100.0% |
Total operating expenses | | | 41,922 | | | 67,619 | | | (25,697) | | | (38.0)% |
Loss from operations | | | (39,621) | | | (39,307) | | | (314) | | | 0.8% |
Other income (expense), net | | | 814 | | | (15,266) | | | 16,080 | | | (105.3)% |
Net loss | | | $(38,807) | | | $(54,573) | | | $15,766 | | | (28.9)% |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
| | | | |||
Net cash provided by (used in) | | | | | ||
Operating activities | | | $(38,390) | | | $(52,643) |
Investing activities | | | — | | | (382) |
Financing activities | | | (60) | | | 107,171 |
Effect of foreign currency on cash | | | 181 | | | 3 |
Net (decrease) increase in cash | | | $(38,269) | | | $54,149 |
(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. |
| | Year Ended December 31, | | | | | ||||||
| | 2022 | | | 2021 | | | $ Change | | | % Change | |
| | (In thousands, except percentages) | ||||||||||
Revenue: | | | | | | | | | ||||
Contract revenue | | | $2,301 | | | $27,506 | | | $(25,205) | | | (91.6)% |
Grant revenue | | | — | | | 806 | | | (806) | | | (100.0)% |
Total revenue | | | 2,301 | | | 28,312 | | | (26,011) | | | (91.9)% |
Operating expenses: | | | | | | | | | ||||
Cost of grant revenue | | | — | | | 433 | | | (433) | | | (100.0)% |
Research and development | | | 18,100 | | | 48,698 | | | (30,598) | | | (62.8)% |
General and administrative | | | 14,637 | | | 18,488 | | | (3,851) | | | (20.8)% |
Restructuring and impairment expenses | | | 9,185 | | | — | | | 9,185 | | | 100.0% |
Total operating expenses | | | 41,922 | | | 67,619 | | | (25,697) | | | (38.0)% |
Loss from operations | | | (39,621) | | | (39,307) | | | (314) | | | 0.8% |
Other income (expense), net | | | 814 | | | (15,266) | | | 16,080 | | | (105.3)% |
Net loss | | | $(38,807) | | | $(54,573) | | | $15,766 | | | (28.9)% |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
| | | | |||
Net cash provided by (used in) | | | | | ||
Operating activities | | | $(38,390) | | | $(52,643) |
Investing activities | | | — | | | (382) |
Financing activities | | | (60) | | | 107,171 |
Effect of foreign currency on cash | | | 181 | | | 3 |
Net (decrease) increase in cash | | | $(38,269) | | | $54,149 |
(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. |
| | Year Ended December 31, | | | | | ||||||
| | 2022 | | | 2021 | | | $ Change | | | % Change | |
| | (In thousands, except percentages) | ||||||||||
Revenue: | | | | | | | | | ||||
Contract revenue | | | $2,301 | | | $27,506 | | | $(25,205) | | | (91.6)% |
Grant revenue | | | — | | | 806 | | | (806) | | | (100.0)% |
Total revenue | | | 2,301 | | | 28,312 | | | (26,011) | | | (91.9)% |
Operating expenses: | | | | | | | | | ||||
Cost of grant revenue | | | — | | | 433 | | | (433) | | | (100.0)% |
Research and development | | | 18,100 | | | 48,698 | | | (30,598) | | | (62.8)% |
General and administrative | | | 14,637 | | | 18,488 | | | (3,851) | | | (20.8)% |
Restructuring and impairment expenses | | | 9,185 | | | — | | | 9,185 | | | 100.0% |
Total operating expenses | | | 41,922 | | | 67,619 | | | (25,697) | | | (38.0)% |
Loss from operations | | | (39,621) | | | (39,307) | | | (314) | | | 0.8% |
Other income (expense), net | | | 814 | | | (15,266) | | | 16,080 | | | (105.3)% |
Net loss | | | $(38,807) | | | $(54,573) | | | $15,766 | | | (28.9)% |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
| | | | |||
Net cash provided by (used in) | | | | | ||
Operating activities | | | $(38,390) | | | $(52,643) |
Investing activities | | | — | | | (382) |
Financing activities | | | (60) | | | 107,171 |
Effect of foreign currency on cash | | | 181 | | | 3 |
Net (decrease) increase in cash | | | $(38,269) | | | $54,149 |
(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. |
| | | | | | Change | ||||||
| | 2022 | | | 2021 | | | Amount | | | Percent | |
Operating expenses | | | | | | | | | ||||
Research and development | | | $18,103,106 | | | $17,931,797 | | | $171,309 | | | 1% |
General and administrative | | | 5,630,276 | | | 7,542,889 | | | (1,912,613) | | | (25%) |
Total operating expenses | | | 23,733,382 | | | 25,474,686 | | | (1,741,304) | | | (7%) |
Loss from operations | | | (23,733,382) | | | (25,474,686) | | | (1,741,304) | | | (7%) |
Other income/(expense) | | | | | | | | | ||||
Change in fair value of embedded derivative | | | (945,355) | | | (52,962) | | | (892,393) | | | 1685% |
Gain on extinguishment of convertible notes payable | | | 2,058 | | | — | | | 2,058 | | | 100% |
Interest income | | | 64,829 | | | 3,392 | | | 61,437 | | | 1811% |
Interest expense | | | (3,595,838) | | | (876,442) | | | (2,719,396) | | | (310%) |
Net loss | | | $(28,207,688) | | | $(26,400,689) | | | $(1,806,990) | | | (7%) |
| | Years Ended December 31, | ||||
| | 2022 | | | 2021 | |
Net cash used in operating activities | | | $(22,178,766) | | | $(23,939,045) |
Net cash used in investing activities | | | (653,836) | | | (525,359) |
Net cash provided by financing activities | | | 21,202,230 | | | 19,393,568 |
Net (decrease) in cash, cash equivalents, and restricted cash | | | $(1,630,372) | | | $(5,070,836) |
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 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 |
November 28, 2022 | | | Stock Option | | | 26,950,891 | | | 0.07 | | | 0.07 |
December 6, 2022 | | | Stock Option | | | 7,805,467 | | | 0.07 | | | 0.07 |
| | Payments due by period | |||||||||||||
| | Total | | | Less than one year | | | One to two years | | | Three to four years | | | Five and more years | |
Leases | | | $9,952,866 | | | $1,265,883 | | | $2,646,787 | | | $2,808,032 | | | $3,232,164 |
Total contractual obligations | | | $9,952,866 | | | $1,265,883 | | | $2,646,787 | | | $2,808,032 | | | $3,232,164 |
Name | | | Age | | | Position |
Robert Connelly | | | 63 | | | Chief Executive Officer, President and Class I 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 |
Julian Adams, Ph.D. | | | 68 | | | Class III Director and Chair |
Jay R. Venkatesan, M.D. | | | 51 | | | Class |
Carol Ashe | | | 65 | | | Class III Director |
Yekaterina (Katie) Chudnovsky | | | 38 | | | Class I Director |
| | | | Class II Director | ||
Assaf Segal | | | 51 | | | Class II Director |
Karen J. Wilson | | | 60 | | | Class II Director |
Allen R. Nissenson, M.D. | | | 76 | | | Class I Director |
• | 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 consolidated financial statements included in this proxy statement/prospectus/information statement 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. |
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 |
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 |
(2) |
(3) | After serving as |
(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. |
Name and Principal Position | | Year | | Salary | | Stock Awards(1) | | Option Awards(1) | | Non-equity Incentive Plan Compensation | | Total | | Year | | Salary ($) | | Option awards ($)(1) | | All other compensation ($)(2) | | Total ($) | |||||||||||
Robert Connelly, Chief Executive Officer | | | 2022 | | $475,000 | | — | | $572,040 | | td09,000 | | td,256,040 | ||||||||||||||||||||
| 2021 | | $475,000 | | — | | — | | td20,156 | | $595,156 | ||||||||||||||||||||||
Christopher Haqq, Executive Vice President, Head of Research and Development and Chief Medical Officer | | | 2022 | | $465,025 | | | $511,321 | | td86,010 | | td,162,356 | |||||||||||||||||||||
| 2021 | | $445,000 | | td93,003 | | $— | | td57,975 | | $795,978 | ||||||||||||||||||||||
Annette Matthies, Chief Business Officer | | | 2022 | | $353,600 | | — | | td36,793 | | td06,080 | | $696,473 | ||||||||||||||||||||
| 2021 | | $340,000 | | — | | $325,718 | | $117,300 | | $783,018 | ||||||||||||||||||||||
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 |
(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 | | | 2022 Base Salary | | | 2022 Target Performance Bonus |
Robert Connelly | | | $475,000 | | | 40% |
Christopher Haqq | | | $465,025 | | | 40% |
Annette Matthies | | | $353,600 | | | 40% |
Name | | | Vesting Commencement Date(1) | | | Option Awards | | | Stock Awards | ||||||||||||
| Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Option Exercise Price ($) | | | 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. |
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 to Angion's consolidated financial statements included in this proxy statement/prospectus/information 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. |
Name and Principal Position | | | Year | | | Salary | | | Stock Awards(1) | | | Option Awards(1) | | | Non-equity Incentive Plan Compensation | | | Total |
Robert Connelly, Chief Executive Officer | | | 2022 | | | $475,000 | | | — | | | $572,040 | | | $209,000 | | | $1,256,040 |
| 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 | | | $186,010 | | | $1,162,356 | |
| 2021 | | | $445,000 | | | $193,003 | | | $— | | | $157,975 | | | $795,978 | ||
Annette Matthies, Chief Business Officer | | | 2022 | | | $353,600 | | | — | | | $236,793 | | | $106,080 | | | $696,473 |
| 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. |
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 (Katie) 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 (Katie) 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 |
| | Beneficial Ownership as of March 15, 2023(1) | | | Beneficial Ownership as of April 1, 2023(1) | |||||||
Beneficial Owner | | Number of Shares | | Percent of Total | | Number of Shares | | Percent of Total | ||||
5% and Greater Stockholders: | | | | | ||||||||
Jay R. Venkatesan, M.D.(2) | | 2,655,703 | | 8.4% | | 2,658,296 | | 8.4% | ||||
Thomas A. Satterfield, Jr.(3) | | 2,213,383 | | 7.4% | | 2,213,383 | | 7.4% | ||||
Entities associated with Vifor (International), Ltd.(4) | | 1,995,643 | | 6.6% | | 1,995,643 | | 6.6% | ||||
EISA-ABC LLC(5) | | 1,722,237 | | 5.7% | | 1,722,237 | | 5.7% | ||||
Itzhak D. Goldberg, M.D.(6) | | 1,812,048 | | 6.0% | | 1,813,345 | | 6.0% | ||||
| | | | |||||||||
Named Executive Officers and Directors: | | | | | ||||||||
Jay R. Venkatesan, M.D.(2) | | 2,655,703 | | 8.4% | | 2,658,296 | | 8.4% | ||||
Itzhak D. Goldberg, M.D.(6) | | 1,812,048 | | 6.0% | | 1,813,345 | | 6.0% | ||||
Victor F. Ganzi, J.D.(7) | | 1,032,593 | | 3.4% | | 1,032,593 | | 3.4% | ||||
Jennifer J. Rhodes, J.D.(8) | | 363,032 | | 1.2% | | 364,247 | | 1.2% | ||||
John Neylan, M.D.(9) | | 35,136 | | * | | 35,136 | | * | ||||
Gilbert S. Omenn, M.D., Ph.D.(10) | | 134,221 | | * | | 134,221 | | * | ||||
Karen J. Wilson(11) | | 72,613 | | * | | 72,613 | | * | ||||
Allen R. Nissenson, M.D.(12) | | 63,278 | | * | | 63,278 | | * | ||||
All executive officers and directors as a group (9 persons)(13) | | 6,365,149 | | 19.6% | | 6,370,254 | | 19.6% |
* | 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 |
(2) | Consists of (i) 1,192,730 shares of Angion’s common stock held directly by Jay R. Venkatesan, M.D., (ii) |
(3) | Based upon a Schedule 13G/A filed on February 10, 2023 as of December 31, 2022, Mr. Satterfield has sole voting and investment power with respect to 308,647 of these shares, and shared voting and investment power with respect to 1,904,796 of these shares.With respect to the beneficial ownership reported for Thomas A. Satterfield, Jr., 300,000 shares are held by Tomsat Investment & Trading Co., Inc., a corporation controlled by Mr. Satterfield and of which he serves as President; 732,178 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 600,000 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 securities: Satterfield Vintage Investments LP (200,000 shares and 15,558 warrants); Rebecca A. Satterfield (25,000 shares); 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) |
(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 |
(8) | Consists of (i) 14,597 shares of Angion’s common stock held directly by Jennifer J. Rhodes, J.D., and (ii) |
(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 |
(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 |
(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 |
(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) 192,525 that may be acquired pursuant to the exercise of stock options within 60 days of |
| | Beneficial Ownership as of March 15, 2023 | | | Beneficial Ownership as of April 1, 2023 | |||||||
Beneficial Owner | | Number of Shares | | Percent of Total | | Number of Shares | | Percent of Total | ||||
5% and Greater Stockholders: | | | | | ||||||||
Clal Biotechnology Industries, Ltd.(1) | | 38,097,783 | | 12.78% | | 38,097,783 | | 12.78% | ||||
Funds affiliated with Dreavent, Inc.(2) | | 104,358,441 | | 35.44% | | 104,358,441 | | 35.44% | ||||
GKCC, LLC(3) | | 38,819,875 | | 13.18% | | 38,819,875 | | 13.18% | ||||
| | | | |||||||||
Directors and Named Executive Officers: | | | | | ||||||||
Julian Adams, Ph.D.(4) | | 2,804,007 | | * | | 2,804,007 | | * | ||||
Carol Ashe(5) | | 761,281 | | * | | 761,281 | | * | ||||
Yekaterina (Katie) Chudnovsky(3)(6) | | 39,069,875 | | 13.26% | | 39,069,875 | | 13.26% | ||||
Robert Connelly(7) | | 12,267,067 | | 4.03% | | 12,267,067 | | 4.03% | ||||
Daniel Geffken(8) | | 1,359,610 | | * | | 1,359,610 | | * | ||||
Christopher Haqq, M.D., Ph.D.(9) | | 6,318,873 | | 2.10% | | 8,584,438 | | 2.86% | ||||
Annette Matthies, Ph.D.(10) | | 3,951,710 | | 1.32% | | 3,951,710 | | 1.32% | ||||
Daphne Karydas(11) | | 761,281 | | * | | 761,281 | | * | ||||
Robert Ruffolo, Jr., Ph.D.(12) | | 881,104 | | * | | 881,104 | | * | ||||
Assaf Segal(13) | | 250,000 | | * | | 250,000 | | * | ||||
All executive officers and directors as a group (11 persons)(14) | | 75,493,474 | | 23.00% | | 75,604,576 | | 23.18% |
* | 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 |
(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 2,804,007 shares of Elicio common stock subject to options that are exercisable within 60 days of |
(5) | Consists of 761,281 shares of Elicio common stock subject to options that are exercisable within 60 days of |
(6) | Consists of 250,000 shares of Elicio common stock subject to options that are exercisable within 60 days of |
(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 |
(8) | Consists of 1,359,610 shares of Elicio common stock subject to options that are exercisable within 60 days of |
(9) | Consists of: (i) 300,000 shares of Elicio common stock, of which |
(10) | Consists of 3,951,710 shares of Elicio common stock subject to options that are exercisable within 60 days of |
(11) | Consists of 761,281 shares of Elicio common stock subject to options that are exercisable within 60 days of |
(12) | Consists of 881,104 shares of Elicio common stock subject to options that are exercisable within 60 days of |
(13) | Consists of 250,000 shares of Elicio common stock subject to options that are exercisable within 60 days of |
(14) | Consists of (i) |
| | Beneficial Ownership as of April 1, 2023 | ||||
Beneficial Owner | | | Number of Shares | | | Percent of Total |
5% and Greater Stockholders: | | | | | ||
Clal Biotechnology Industries, Ltd.(1) | | | 624,804 | | | 7.11% |
Funds affiliated with Dreavent, Inc.(2) | | | 1,711,478 | | | 19.60% |
GKCC, LLC(3) | | | 636,646 | | | 7.29% |
| | | | |||
Directors and Named Executive Officers: | | | | | ||
Robert Connelly(4) | | | 201,180 | | | 2.26% |
Daniel Geffken(5) | | | 22,298 | | | * |
Christopher Haqq, M.D., Ph.D.(6) | | | 140,785 | | | 1.59% |
Annette Matthies, Ph.D.(7) | | | 64,808 | | | * |
Jay R. Venkatesan, M.D.(8) | | | 265,829 | | | 3.04% |
Julian Adams, Ph.D.(9) | | | 45,986 | | | * |
Carol Ashe(10) | | | 12,485 | | | * |
Daphne Karydas(11) | | | 12,485 | | | * |
Assaf Segal(12) | | | 4,100 | | | * |
Yekaterina (Katie) Chudnovsky(13) | | | 640,746 | | | 7.33% |
Karen J. Wilson(14) | | | 7,261 | | | * |
Allen R. Nissenson, M.D.(15) | | | 6,328 | | | * |
All executive officers and directors as a group (13 persons)(16) | | | 1,504,624 | | | 15.96% |
* | Represents beneficial ownership of less than 1%. |
(1) |
(2) | Consists of (i) 974,850 shares of the |
(3) | Consists of 636,646 shares of the combined company’s common 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 (i) 42,559 shares of the combined company’s common stock, and (ii) 158,621 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(5) | Consists of 22,298 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(6) | Consists of (i) 39,546 shares of the combined company’s common stock, (ii) 2,529 shares of the combined company’s; common stock subject to forfeiture pursuant to an early exercise of a stock option prior to vesting, and (iii) 98,710 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(7) | Consists of 64,808 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(8) | Consists of (i) 119,273 shares of the combined company’s common stock held directly by Jay R. Venkatesan, M.D., (ii) 146,080 shares of the combined company’s common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 1, 2023, and (iii) 476 shares of the combined company’s common stock held by the Venkatesan Family Trust. |
(9) | Consists of 45,986 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(10) | Consists of 12,485 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(11) | Consists of 12,485 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(12) | Consists of 4,100 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. Assaf Segal is the Chief Executive Officer of CBI but does not have voting or investment control over the securities of the combined company owned by CBI. |
(13) | Consists of 4,100 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023; see footnote 3. |
(14) | Consists of (i) 1,872 shares of the combined company’s common stock held directly by Karen Wilson, and (ii) 5,390 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(15) | Consists of (i) 938 shares of the combined company’s common stock held directly by Allen R. Nissenson, and (ii) 5,390 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(16) | Consists of (i) 806,685 shares of the combined company’s common stock held by the combined company’s executive officers and directors, and (ii) 660,784 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. Includes 80,593 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023, held by Pete DeMuth, Chief Scientific Officer. |
Angion Biomedica Corp. | | | Elicio Therapeutics Inc. |
| | ||
7-57 Wells Avenue | | | 451 D Street, 5th Floor, Suite 501 |
Newton, Massachusetts 02459 | | | Boston, MA 02210 |
(857) 336-4001 | | | (857) 209-0050 |
Attn: Investor Relations | | |
| | December 31, 2022 | | | | | | | |||||||
| | Angion Biomedica Corp. (Historical) | | | Elicio Therapeutics, Inc. and Subsidiary (Historical) | | | Transaction Accounting Adjustments | | | Notes | | | Pro Forma Combined | |
ASSETS | | | | | | | | | | | |||||
Current assets: | | | | | | | | | | | |||||
Cash and cash equivalents | | | $50,487 | | | $6,156 | | | $— | | | | | $56,643 | |
Restricted cash | | | — | | | 1,641 | | | — | | | | | 1,641 | |
Prepaid expenses and other assets | | | 943 | | | 2,920 | | | (421) | | | A | | | 3,442 |
Total current assets | | | 51,430 | | | 10,717 | | | — | | | | | 61,726 | |
Property and equipment, net | | | 273 | | | 1,147 | | | — | | | | | 1,420 | |
Right-of-use assets, net | | | 152 | | | 7,350 | | | — | | | | | 7,502 | |
Restricted cash, noncurrent | | | — | | | 618 | | | — | | | | | 618 | |
Investments in related parties | | | 874 | | | — | | | — | | | | | 874 | |
Other long-term prepaid assets | | | 61 | | | 2,832 | | | — | | | | | 2,893 | |
TOTAL ASSETS | | | $52,790 | | | $22,664 | | | $(421) | | | | | $75,033 | |
| | | | | | | | | | ||||||
LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | |||||
Current liabilities: | | | | | | | | | | | |||||
Accounts payable | | | $2,720 | | | $2,805 | | | $— | | | | | $5,525 | |
Accrued expenses | | | 2,569 | | | 1,935 | | | 1,600 | | | A | | | 12,776 |
| | | | | | 3,184 | | | B | | | ||||
| | | | | | 3,488 | | | D | | | ||||
Deferred research obligation | | | — | | | 1,436 | | | — | | | | | 1,436 | |
Operating lease liability, current | | | 994 | | | 692 | | | — | | | | | 1,686 | |
Financing obligation, current | | | 67 | | | — | | | — | | | | | 67 | |
Warrant liability | | | 19 | | | — | | | — | | | | | 19 | |
Total current liabilities | | | 6,369 | | | 6,868 | | | 8,272 | | | | | 21,509 | |
Operating lease liability, noncurrent | | | 2,481 | | | 6,789 | | | — | | | | | 9,270 | |
Unvested option exercise liability | | | — | | | 92 | | | — | | | | | 92 | |
Financing obligation, noncurrent | | | 168 | | | — | | | — | | | | | 168 | |
Total liabilities | | | 9,018 | | | 13,749 | | | 8,272 | | | | | 31,039 | |
| | | | | | | | | | ||||||
COMMITMENTS AND CONTINGENCIES | | | — | | | — | | | — | | | | | — | |
| | | | | | | | | | ||||||
Convertible Preferred Stock: | | | | | | | | | | | |||||
Series C | | | — | | | 40,621 | | | (40,621) | | | E | | | — |
Series B | | | — | | | 62,944 | | | (62,944) | | | E | | | — |
Series A | | | — | | | 7,495 | | | (7,495) | | | E | | | — |
| | — | | | 111,060 | | | (111,060) | | | | | — | ||
| | | | | | | | | | ||||||
Stockholders' Equity (Deficit) | | | | | | | | | | | |||||
Common stock | | | 301 | | | 177 | | | 2,761 | | | E | | | 352 |
| | | | | | (301) | | | G | | | ||||
| | | | | | (2,586) | | | F | | | ||||
Additional paid-in capital | | | 297,327 | | | 4,686 | | | (153,078) | | | H | | | |
| | | | | | 2,586 | | | F | | | 151,521 | |||
Accumulated other comprehensive income | | | 86 | | | — | | | (86) | | | G | | | — |
Accumulated deficit | | | (253,942) | | | (107,008) | | | 253,071 | | | I | | | (107,879) |
Total stockholders' equity (deficit) | | | 43,772 | | | (102,145) | | | 102,367 | | | | | 43,994 | |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT) | | | $52,790 | | | $22,664 | | | $(421) | | | | | $75,033 |
| | For the Year Ended December 31, 2022 | | | | | | | | | | | |||||||||
| | 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 | | | 18,100 | | | 18,103 | | | | | | | — | | | | | 36,203 | |||
General and administrative | | | 14,637 | | | 5,630 | | | 3,184 | | | B | | | 88 | | | L | | | 27,810 |
| | | | | | 783 | | | C | | | | | | | ||||||
| | | | | | 3,488 | | | D | | | | | | | ||||||
Restructuring expenses | | | 9,185 | | | — | | | — | | | | | | | | | 9,185 | |||
Total operating expenses | | | 41,922 | | | 23,733 | | | 7,455 | | | | | 88 | | | | | 73,198 | ||
Loss from operations | | | (39,621) | | | (23,733) | | | (7,455) | | | | | (88) | | | | | (70,897) | ||
| | | | | | | | | | | | | | ||||||||
Other income (expense): | | | | | | | | | | | | | | | |||||||
Change in the fair value of embedded derivative | | | — | | | (945) | | | — | | | | | 945 | | | J | | | — | |
Change in fair value of warrant liability | | | 95 | | | — | | | — | | | | | — | | | | | 95 | ||
Foreign exchange transaction loss | | | (237) | | | — | | | — | | | | | — | | | | | (237) | ||
Gain upon debt extinguishment | | | — | | | 2 | | | — | | | | | — | | | | | 2 | ||
Gain in equity method investment | | | 151 | | | — | | | — | | | | | — | | | | | 151 | ||
Interest income | | | 805 | | | 65 | | | — | | | | | — | | | | | 870 | ||
Interest expense | | | — | | | (3,596) | | | — | | | | | 3,596 | | | K | | | — | |
Total other income (expense), net | | | 814 | | | (4,474) | | | — | | | | | 4,541 | | | | | 881 | ||
Net loss | | | (38,807) | | | (28,208) | | | (7,455) | | | | | 4,453 | | | | | (70,016) | ||
Other comprehensive loss: | | | | | | | | | | | | | | | |||||||
Foreign currency translation adjustment | | | 189 | | | — | | | — | | | | | — | | | | | 189 | ||
Comprehensive loss | | | $(38,618) | | | $(28,208) | | | $(7,455) | | | | | $4,453 | | | | | $(69,827) | ||
| | | | | | | | | | | | | | ||||||||
Net loss per share, basic and diluted | | | $(1.29) | | | $(1.62) | | | N/A | | | | | N/A | | | M | | | $(2.01) | |
Weighted-average shares of common stock outstanding, basic and diluted | | | 30,040,703 | | | 17,458,461 | | | N/A | | | | | (12,643,403) | | | | | 34,855,761 |
| | Amount | |
Estimated number of shares of the combined company to be owned by Angion's stockholders(i) | | | 30,113,946 |
Multiplied by the estimated fair value per share of Angion's common stock(ii) | | | $0.5200 |
Total (in thousands) | | | $15,659 |
Estimated fair value of assumed Angion equity awards based on pre-combination service (in thousands)(iii) | | | 1,436 |
Total estimated purchase price consideration (in thousands) | | | $17,095 |
(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 December 31, 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 March 22, 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 December 31, 2022 | | | 17,699,327 |
Shares of Elicio Series A, B, C-1, and C-2 Preferred Shares outstanding at December 31, 2022 on an as-converted basis | | | 276,142,623 |
| | 293,841,950 | |
Exchange Ratio | | | 0.01640 |
Estimated shares of Angion common stock expected to be issued to Elicio upon closing | | | 4,819,008 |
A. | To reflect preliminary estimated transaction costs of $1.6 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 the reclassification of $421 thousand of transactions costs recorded in prepaid expenses and other assets, 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. |
B. | To reflect preliminary estimated transaction costs of $3.2 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. |
C. | To reflect (1) $1.4 million of consideration transferred related to the pre-merger service of replacement awards, in Note G, and (2) the one-time post-merger stock-based compensation expense of $783 thousand, in Note H, 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, 2022, reflected as general and administrative expense, related to the modification of certain awards extending the exercise period from 3 months to 4 years. |
D. | 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. |
E. | Reclassification of $108.3 million to Additional Paid-in Capital “APIC”, representing $111.1 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. |
F. | Reclassification of $2.6 million from common stock to APIC related to Elicio’s common shares outstanding as of December 31, 2022, that convert into Angion common stock at an assumed exchange ratio of 0.0164. |
G. | 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 C) | | | $(1,436) |
Historical Angion additional paid-in capital | | | (297,327) |
Total pre-merger Angion additional paid-in capital | | | (298,763) |
Pre-merger Angion accumulated deficit: | | | |
Historical Angion accumulated deficit | | | 253,942 |
Angion transaction costs (Note B) | | | 3,184 |
Severance expenses related to Angion's retention bonus plan (Note D) | | | 3,488 |
Total pre-merger Angion's accumulated deficit | | | 260,614 |
Angion common stock | | | (301) |
Angion accumulated other comprehensive income | | | (86) |
Total adjustment to historical equity (net assets of Angion) | | | $(38,536) |
H. | 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 G) | | | $(298,763) |
Record purchase of Angion historical net assets (Note G) | | | 38,536 |
Expected transaction costs of Elicio (Note A) | | | (2,021) |
Conversion of historical Elicio preferred stock issued at December 31, 2022, and the conversion into Angion Common Stock (Note E) | | | 108,299 |
Recognition of Angion’s accelerated post-merger stock compensation (Note C) | | | 783 |
Recognition of Elicio's accelerated RSU's (Note L) | | | 88 |
Total adjustments to additional paid-in capital | | | $(153,078) |
I. | The pro forma adjustments recorded to accumulated deficit as noted include: |
| | Amount (in Thousands) | |
Elimination of historical Angion accumulated deficit (Note G) | | | $253,942 |
Recognition of Angion's accelerated post-merger stock compensation (Note C) | | | (783) |
Acceleration of RSU's by Elicio (Note L) | | | (88) |
Total adjustment to accumulated deficit | | | $253,071 |
J. | Elimination of $945 thousand recorded in change in the fair value of embedded derivative for the twelve-months ended December 31, 2022, as these instruments were recorded at fair value, and subsequently adjusted to their fair value with changes reflected in earnings and were related to Elicio’s convertible notes that were redeemed. |
K. | Elimination of $3.6 million of interest expense for the twelve months ended December 31, 2022, all of which are related to the convertible notes that were redeemed. |
L. | To reflect the one-time stock compensation expense of $88 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. |
M. | 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, 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, 2022, the pro forma weighted average shares outstanding has been calculated as follows: |
| | December 31, 2022 | |
Elicio weighted-average shares of common stock outstanding | | | 17,458,461 |
Impact of Elicio Series A, B, C-1, and C-2 preferred stock assuming conversion as of January 1, 2022 on an as converted basis | | | 276,142,623 |
Total | | | 293,601,084 |
Application of the exchange ratio to historical Elicio weighted-average shares outstanding | | | 0.0164 |
Adjusted Elicio weighted-average shares outstanding | | | 4,815,058 |
Historical Angion weighted-average shares of common stock outstanding | | | 30,040,703 |
Total pro forma weighted-average shares outstanding | | | 34,855,761 |
| | Page | |
Financial Statements for the Years Ended December 31, 2022 and 2021 | | | |
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Financial Statements for the Years Ended December 31, 2022 and 2021 | | | |
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| | December 31, | ||||
| | 2022 | | | 2021 | |
ASSETS | | | | | ||
Current assets | | | | | ||
Cash and cash equivalents | | | $50,487 | | | $88,756 |
Grants receivable | | | — | | | 806 |
Prepaid expenses and other current assets | | | 943 | | | 1,685 |
Total current assets | | | 51,430 | | | 91,247 |
Property and equipment, net | | | 273 | | | 451 |
Right of use assets | | | 152 | | | 3,986 |
Investments in related parties | | | 874 | | | 723 |
Other assets | | | 61 | | | 106 |
Total assets | | | $52,790 | | | $96,513 |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $2,720 | | | $4,710 |
Accrued expenses | | | 2,569 | | | 3,219 |
Lease liability—current | | | 994 | | | 894 |
Financing obligation—current | | | 67 | | | 58 |
Deferred revenue—current | | | — | | | 2,301 |
Warrant liability | | | 19 | | | 114 |
Total current liabilities | | | 6,369 | | | 11,296 |
Lease liability—noncurrent | | | 2,481 | | | 3,475 |
Financing obligation—noncurrent | | | 168 | | | 235 |
Total liabilities | | | 9,018 | | | 15,006 |
Commitments and contingencies—Note 9 | | | | | ||
Stockholders' equity | | | | | ||
Common stock, $0.01 par value per share; 300,000,000 authorized shares; 30,113,946 and 29,959,060 shares issued and outstanding as of December 31, 2022 and 2021, respectively | | | 301 | | | 300 |
Additional paid-in capital | | | 297,327 | | | 296,445 |
Accumulated other comprehensive income (loss) | | | 86 | | | (103) |
Accumulated deficit | | | (253,942) | | | (215,135) |
Total stockholders' equity | | | 43,772 | | | 81,507 |
Total liabilities and stockholders' equity | | | $52,790 | | | $96,513 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Revenue: | | | | | ||
Contract revenue | | | $2,301 | | | $27,506 |
Grant revenue | | | — | | | 806 |
Total revenue | | | 2,301 | | | 28,312 |
Operating expenses: | | | | | ||
Cost of grant revenue | | | — | | | 433 |
Research and development | | | 18,100 | | | 48,698 |
General and administrative | | | 14,637 | | | 18,488 |
Restructuring and impairment expenses | | | 9,185 | | | — |
Total operating expenses | | | 41,922 | | | 67,619 |
Loss from operations | | | (39,621) | | | (39,307) |
Other income (expense) | | | | | ||
Change in fair value of warrant liability | | | 95 | | | (2,919) |
Change in fair value of convertible notes | | | — | | | (7,469) |
Change in fair value of Series C convertible preferred stock | | | — | | | (3,592) |
Foreign exchange transaction loss | | | (237) | | | (245) |
Gain upon debt extinguishment | | | — | | | 905 |
Gain (loss) in equity method investment | | | 151 | | | (99) |
Interest income (expense), net | | | 805 | | | (1,847) |
Total other income (expense) | | | 814 | | | (15,266) |
Net loss | | | (38,807) | | | (54,573) |
Other comprehensive loss: | | | | | ||
Foreign currency translation adjustment | | | 189 | | | 230 |
Comprehensive loss | | | $(38,618) | | | $(54,343) |
Net loss per common share, basic and diluted | | | $(1.29) | | | $(1.93) |
Weighted average common shares outstanding, basic and diluted | | | 30,040,703 | | | 28,244,825 |
| | 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 | | | 29,959,060 | | | $300 | | | — | | | $— | | | $296,445 | | | $(103) | | | $(215,135) | | | $81,507 |
Issuance of common stock upon net settlement of restricted stock units and performance stock units | | | 154,886 | | | 1 | | | — | | | — | | | (3) | | | — | | | — | | | (2) |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 885 | | | — | | | — | | | 885 |
Foreign currency translation adjustment | | | — | | | — | | | — | | | — | | | — | | | 189 | | | — | | | 189 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (38,807) | | | (38,807) |
Balance as of December 31, 2022 | | | 30,113,946 | | | $301 | | | — | | | $— | | | $297,327 | | | $86 | | | $(253,942) | | | $43,772 |
| | 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 | | | 15,632,809 | | | $156 | | | (316,088) | | | $(1,846) | | | $72,136 | | | $(333) | | | $(160,562) | | | $(90,449) |
Issuance of common stock upon initial public offering, net of issuance costs, discount, and commissions of $9.3 million | | | 5,750,000 | | | 58 | | | — | | | — | | | 82,657 | | | — | | | — | | | 82,715 |
Issuance of common stock upon Concurrent Private Placement, net of issuance costs of $0.7 million | | | 1,562,500 | | | 16 | | | — | | | — | | | 24,234 | | | — | | | — | | | 24,250 |
Conversion of convertible preferred stock into common stock upon IPO | | | 2,234,640 | | | 22 | | | — | | | — | | | 35,732 | | | — | | | — | | | 35,754 |
Conversion of convertible notes into common stock upon initial public offering | | | 3,636,189 | | | 36 | | | — | | | — | | | 58,143 | | | — | | | — | | | 58,179 |
Conversion of convertible notes prior to IPO | | | 33,978 | | | — | | | — | | | — | | | 460 | | | — | | | — | | | 460 |
Net exercise of warrants upon initial public offering | | | 844,335 | | | 9 | | | — | | | — | | | 13,500 | | | — | | | — | | | 13,509 |
Fractional shares paid out related to the forward stock split | | | — | | | — | | | — | | | — | | | (10) | | | — | | | — | | | (10) |
Exercise of broker warrants | | | 47,188 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Exercise of warrants | | | 130,529 | | | 2 | | | — | | | — | | | 859 | | | — | | | — | | | 861 |
Exercise of stock options | | | 152,939 | | | 1 | | | — | | | — | | | 979 | | | — | | | — | | | 980 |
Restricted stock units releases | | | 414,896 | | | 4 | | | — | | | — | | | 14 | | | — | | | — | | | 18 |
Return of common stock to pay withholding taxes on restricted stock | | | — | | | — | | | (164,855) | | | (2,364) | | | (94) | | | — | | | — | | | (2,458) |
Retirement of treasury stock | | | (480,943) | | | (4) | | | 480,943 | | | 4,210 | | | (4,206) | | | — | | | — | | | — |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 12,041 | | | — | | | — | | | 12,041 |
Foreign currency translation adjustment | | | — | | | — | | | — | | | — | | | — | | | 230 | | | — | | | 230 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (54,573) | | | (54,573) |
Balance as of December 31, 2021 | | | 29,959,060 | | | $300 | | | — | | | $— | | | $296,445 | | | $(103) | | | $(215,135) | | | $81,507 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Cash flows from operating activities | | | | | ||
Net loss | | | $(38,807) | | | $(54,573) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | ||
Depreciation | | | 178 | | | 91 |
Amortization of right of use assets | | | 813 | | | 710 |
Amortization of debt issuance costs | | | — | | | 1,884 |
PPP Loan forgiveness | | | — | | | (905) |
Stock-based compensation | | | 885 | | | 12,041 |
Change in fair value of convertible notes | | | — | | | 7,469 |
Change in fair value of Series C convertible preferred stock | | | — | | | 3,592 |
Change in fair value of warrant liability | | | (95) | | | 2,919 |
Impairment of leased assets | | | 3,021 | | | — |
Losses from equity investment | | | (151) | | | 96 |
Distribution from equity investment | | | — | | | 3 |
Changes in operating assets and liabilities: | | | | | ||
Grants receivable | | | 806 | | | (806) |
Prepaid expenses and other current assets | | | 806 | | | 4,016 |
Other assets | | | 45 | | | (106) |
Accounts payable | | | (2,050) | | | (866) |
Accrued expenses | | | (646) | | | 11 |
Lease liabilities | | | (894) | | | (713) |
Deferred revenue | | | (2,301) | | | (27,506) |
Net cash used in operating activities | | | (38,390) | | | (52,643) |
Cash flows from investing activities | | | | | ||
Purchase of fixed assets | | | — | | | (382) |
Net cash used in investing activities | | | — | | | (382) |
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 | | | — | | | 107,487 |
Proceeds from financing obligation | | | — | | | 302 |
Proceeds from RSU settlement, net of payment of taxes | | | (2) | | | 18 |
Payment of financing obligation | | | (58) | | | (9) |
Fractional share payments related to the forward stock split | | | — | | | (10) |
Taxes paid related to net share settlement upon vesting of restricted stock awards | | | — | | | (2,458) |
Exercise of warrants | | | — | | | 861 |
Exercise of stock options | | | — | | | 980 |
Net cash (used in) provided by financing activities | | | (60) | | | 107,171 |
Effect of foreign currency on cash | | | 181 | | | 3 |
Net (decrease) increase in cash and cash equivalents | | | (38,269) | | | 54,149 |
Cash and cash equivalents at the beginning of the period | | | 88,756 | | | 34,607 |
Cash and cash equivalents at the end of the period | | | $ 50,487 | | | $ 88,756 |
Supplemental disclosure of cash flow information: | | | | | ||
Cash paid for interest | | | $ — | | | $ 7 |
Supplemental disclosure of noncash investing and financing activities: | | | | | ||
Retirement of treasury stock | | | $ — | | | $ 4,210 |
Conversion of convertible notes into common stock prior to IPO | | | $ — | | | $ 460 |
Conversion of convertible notes to common stock | | | $ — | | | $ 58,639 |
Conversion of Series C preferred stock to common stock upon IPO | | | $ — | | | $ 35,754 |
Net exercise of warrants upon IPO | | | $ — | | | $ 13,509 |
Right of use assets exchanged for operating lease liabilities | | | $ — | | | $ 624 |
Fixed assets purchased in accrued expenses or accounts payable | | | $ — | | | $ 4 |
| | | | | | Change | ||||||
| | 2022 | | | 2021 | | | Amount | | | Percent | |
Operating expenses | | | | | | | | | ||||
Research and development | | | $18,103,106 | | | $17,931,797 | | | $171,309 | | | 1% |
General and administrative | | | 5,630,276 | | | 7,542,889 | | | (1,912,613) | | | (25%) |
Total operating expenses | | | 23,733,382 | | | 25,474,686 | | | (1,741,304) | | | (7%) |
Loss from operations | | | (23,733,382) | | | (25,474,686) | | | (1,741,304) | | | (7%) |
Other income/(expense) | | | | | | | | | ||||
Change in fair value of embedded derivative | | | (945,355) | | | (52,962) | | | (892,393) | | | 1685% |
Gain on extinguishment of convertible notes payable | | | 2,058 | | | — | | | 2,058 | | | 100% |
Interest income | | | 64,829 | | | 3,392 | | | 61,437 | | | 1811% |
Interest expense | | | (3,595,838) | | | (876,442) | | | (2,719,396) | | | (310%) |
Net loss | | | $(28,207,688) | | | $(26,400,689) | | | $(1,806,990) | | | (7%) |
| | Years Ended December 31, | ||||
| | 2022 | | | 2021 | |
Net cash used in operating activities | | | $(22,178,766) | | | $(23,939,045) |
Net cash used in investing activities | | | (653,836) | | | (525,359) |
Net cash provided by financing activities | | | 21,202,230 | | | 19,393,568 |
Net (decrease) in cash, cash equivalents, and restricted cash | | | $(1,630,372) | | | $(5,070,836) |
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 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 |
November 28, 2022 | | | Stock Option | | | 26,950,891 | | | 0.07 | | | 0.07 |
December 6, 2022 | | | Stock Option | | | 7,805,467 | | | 0.07 | | | 0.07 |
| | Payments due by period | |||||||||||||
| | Total | | | Less than one year | | | One to two years | | | Three to four years | | | Five and more years | |
Leases | | | $9,952,866 | | | $1,265,883 | | | $2,646,787 | | | $2,808,032 | | | $3,232,164 |
Total contractual obligations | | | $9,952,866 | | | $1,265,883 | | | $2,646,787 | | | $2,808,032 | | | $3,232,164 |
Name | | | Age | | | Position |
Robert Connelly | | | 63 | | | Chief Executive Officer, President and Class I 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 |
Julian Adams, Ph.D. | | | 68 | | | Class III Director and Chair |
Jay R. Venkatesan, M.D. | | | 51 | | | Class III Director |
Carol Ashe | | | 65 | | | Class III Director |
Yekaterina (Katie) Chudnovsky | | | 38 | | | Class I Director |
Robert R. Ruffolo, Jr., PhD, FCPP | | | 73 | | | Class II Director |
Assaf Segal | | | 51 | | | Class II Director |
Karen J. Wilson | | | 60 | | | Class II Director |
Allen R. Nissenson, M.D. | | | 76 | | | Class I Director |
• | 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 consolidated financial statements included in this proxy statement/prospectus/information statement 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. |
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 to Angion's consolidated financial statements included in this proxy statement/prospectus/information 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. |
Name and Principal Position | | | Year | | | Salary | | | Stock Awards(1) | | | Option Awards(1) | | | Non-equity Incentive Plan Compensation | | | Total |
Robert Connelly, Chief Executive Officer | | | 2022 | | | $475,000 | | | — | | | $572,040 | | | $209,000 | | | $1,256,040 |
| 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 | | | $186,010 | | | $1,162,356 | |
| 2021 | | | $445,000 | | | $193,003 | | | $— | | | $157,975 | | | $795,978 | ||
Annette Matthies, Chief Business Officer | | | 2022 | | | $353,600 | | | — | | | $236,793 | | | $106,080 | | | $696,473 |
| 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. |
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 (Katie) 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 (Katie) 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 |
| | Beneficial Ownership as of April 1, 2023(1) | ||||
Beneficial Owner | | | Number of Shares | | | Percent of Total |
5% and Greater Stockholders: | | | | | ||
Jay R. Venkatesan, M.D.(2) | | | 2,658,296 | | | 8.4% |
Thomas A. Satterfield, Jr.(3) | | | 2,213,383 | | | 7.4% |
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) | | | 1,813,345 | | | 6.0% |
| | | | |||
Named Executive Officers and Directors: | | | | | ||
Jay R. Venkatesan, M.D.(2) | | | 2,658,296 | | | 8.4% |
Itzhak D. Goldberg, M.D.(6) | | | 1,813,345 | | | 6.0% |
Victor F. Ganzi, J.D.(7) | | | 1,032,593 | | | 3.4% |
Jennifer J. Rhodes, J.D.(8) | | | 364,247 | | | 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) | | | 6,370,254 | | | 19.6% |
* | 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 30,113,484 shares outstanding on April 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. 7-57 Wells Avenue, Newton, Massachusetts 02459. |
(2) | Consists of (i) 1,192,730 shares of Angion’s common stock held directly by Jay R. Venkatesan, M.D., (ii) 1,460,798 shares of Angion’s common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 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 February 10, 2023 as of December 31, 2022, Mr. Satterfield has sole voting and investment power with respect to 308,647 of these shares, and shared voting and investment power with respect to 1,904,796 of these shares.With respect to the beneficial ownership reported for Thomas A. Satterfield, Jr., 300,000 shares are held by Tomsat Investment & Trading Co., Inc., a corporation controlled by Mr. Satterfield and of which he serves as President; 732,178 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 600,000 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 securities: Satterfield Vintage Investments LP (200,000 shares and 15,558 warrants); Rebecca A. Satterfield (25,000 shares); 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) 125,359 shares of Angion’s common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 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 April 1, 2023. |
(8) | Consists of (i) 14,597 shares of Angion’s common stock held directly by Jennifer J. Rhodes, J.D., and (ii) 349,650 that may be acquired pursuant to the exercise of stock options within 60 days of April 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 April 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 April 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 April 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) 192,525 that may be acquired pursuant to the exercise of stock options within 60 days of April 1, 2023. |
| | Beneficial Ownership as of April 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) | | | 2,804,007 | | | * |
Carol Ashe(5) | | | 761,281 | | | * |
Yekaterina (Katie) Chudnovsky(3)(6) | | | 39,069,875 | | | 13.26% |
Robert Connelly(7) | | | 12,267,067 | | | 4.03% |
Daniel Geffken(8) | | | 1,359,610 | | | * |
Christopher Haqq, M.D., Ph.D.(9) | | | 8,584,438 | | | 2.86% |
Annette Matthies, Ph.D.(10) | | | 3,951,710 | | | 1.32% |
Daphne Karydas(11) | | | 761,281 | | | * |
Robert Ruffolo, Jr., Ph.D.(12) | | | 881,104 | | | * |
Assaf Segal(13) | | | 250,000 | | | * |
All executive officers and directors as a group (11 persons)(14) | | | 75,604,576 | | | 23.18% |
* | 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 April 1, 2023. Clal Industries Ltd. |
(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 2,804,007 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(5) | Consists of 761,281 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(6) | Consists of 250,000 shares of Elicio common stock subject to options that are exercisable within 60 days of April 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 April 1, 2023. |
(8) | Consists of 1,359,610 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(9) | Consists of: (i) 300,000 shares of Elicio common stock, of which 154,167 shares are subject to forfeiture pursuant to an early exercise of a stock option prior to vesting, (ii) 2,265,565 shares underlying restricted stock units and (iii) 6,018,873 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(10) | Consists of 3,951,710 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(11) | Consists of 761,281 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(12) | Consists of 881,104 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(13) | Consists of 250,000 shares of Elicio common stock subject to options that are exercisable within 60 days of April 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) 43,980,512 shares of Elicio common stock (including 2,265,565 shares underlying restricted stock units) held by Elicio’s executive officers and directors, and (ii) 31,624,064 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. Includes 4,914,203 shares of common stock subject to options that are exercisable within 60 days of April 1, 2023, held by Pete DeMuth, Chief Scientific Officer. |
| | Beneficial Ownership as of April 1, 2023 | ||||
Beneficial Owner | | | Number of Shares | | | Percent of Total |
5% and Greater Stockholders: | | | | | ||
Clal Biotechnology Industries, Ltd.(1) | | | 624,804 | | | 7.11% |
Funds affiliated with Dreavent, Inc.(2) | | | 1,711,478 | | | 19.60% |
GKCC, LLC(3) | | | 636,646 | | | 7.29% |
| | | | |||
Directors and Named Executive Officers: | | | | | ||
Robert Connelly(4) | | | 201,180 | | | 2.26% |
Daniel Geffken(5) | | | 22,298 | | | * |
Christopher Haqq, M.D., Ph.D.(6) | | | 140,785 | | | 1.59% |
Annette Matthies, Ph.D.(7) | | | 64,808 | | | * |
Jay R. Venkatesan, M.D.(8) | | | 265,829 | | | 3.04% |
Julian Adams, Ph.D.(9) | | | 45,986 | | | * |
Carol Ashe(10) | | | 12,485 | | | * |
Daphne Karydas(11) | | | 12,485 | | | * |
Assaf Segal(12) | | | 4,100 | | | * |
Yekaterina (Katie) Chudnovsky(13) | | | 640,746 | | | 7.33% |
Karen J. Wilson(14) | | | 7,261 | | | * |
Allen R. Nissenson, M.D.(15) | | | 6,328 | | | * |
All executive officers and directors as a group (13 persons)(16) | | | 1,504,624 | | | 15.96% |
* | Represents beneficial ownership of less than 1%. |
(1) | Consists of (i) 565,766 shares of the combined company’s common stock, and (ii) 59,038 shares of the combined company’s common stock subject to warrants that may be exercised within 60 days of April 1, 2023. Clal Industries Ltd. owns 48.49% of the outstanding shares of Clal Biotechnology Industries, Ltd., or CBI (TASE: CBI). Teva Pharmaceutical Industries Ltd owns 15.89% of the outstanding shares of CBI. Clal Industries Ltd. is wholly-owned (indirectly) by Access Industries and, which is controlled by Mr. Len Blavatnik. Assaf Segal is the Chief Executive Officer of CBI but does not have voting or investment control over the securities of the combined company owned by CBI. The address of CBI is 3 Azrieli Center, 45th Floor, Triangle Tower, 132 Menachem Begin Road, Tel Aviv 6702301, Israel. |
(2) | Consists of (i) 974,850 shares of the combined company’s common stock to be held by Dreavent 3, (ii) 622,032 shares of the combined company’s common stock to be held by Dreavent 5 and (iii) 114,596 shares of the combined company’s common stock to be held by |
(3) | Consists of 636,646 shares of the combined company’s common 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 (i) 42,559 shares of the combined company’s common stock, and (ii) 158,621 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(5) | Consists of 22,298 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(6) | Consists of (i) 39,546 shares of the combined company’s common stock, (ii) 2,529 shares of the combined company’s; common stock subject to forfeiture pursuant to an early exercise of a stock option prior to vesting, and (iii) 98,710 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(7) | Consists of 64,808 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(8) | Consists of (i) 119,273 shares of the combined company’s common stock held directly by Jay R. Venkatesan, M.D., (ii) 146,080 shares of the combined company’s common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 1, 2023, and (iii) 476 shares of the combined company’s common stock held by the Venkatesan Family Trust. |
(9) | Consists of 45,986 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(10) | Consists of 12,485 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(11) | Consists of 12,485 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(12) | Consists of 4,100 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. Assaf Segal is the Chief Executive Officer of CBI but does not have voting or investment control over the securities of the combined company owned by CBI. |
(13) | Consists of 4,100 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023; see footnote 3. |
(14) | Consists of (i) 1,872 shares of the combined company’s common stock held directly by Karen Wilson, and (ii) 5,390 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(15) | Consists of (i) 938 shares of the combined company’s common stock held directly by Allen R. Nissenson, and (ii) 5,390 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(16) | Consists of (i) 806,685 shares of the combined company’s common stock held by the combined company’s executive officers and directors, and (ii) 660,784 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. Includes 80,593 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023, held by Pete DeMuth, Chief Scientific Officer. |
Angion Biomedica Corp. | | | Elicio Therapeutics Inc. |
| | ||
7-57 Wells Avenue | | | 451 D Street, 5th Floor, Suite 501 |
Newton, Massachusetts 02459 | | | Boston, MA 02210 |
(857) 336-4001 | | | (857) 209-0050 |
Attn: Investor Relations | | |
| | December 31, 2022 | | | | | | | |||||||
| | Angion Biomedica Corp. (Historical) | | | Elicio Therapeutics, Inc. and Subsidiary (Historical) | | | Transaction Accounting Adjustments | | | Notes | | | Pro Forma Combined | |
ASSETS | | | | | | | | | | | |||||
Current assets: | | | | | | | | | | | |||||
Cash and cash equivalents | | | $50,487 | | | $6,156 | | | $— | | | | | $56,643 | |
Restricted cash | | | — | | | 1,641 | | | — | | | | | 1,641 | |
Prepaid expenses and other assets | | | 943 | | | 2,920 | | | (421) | | | A | | | 3,442 |
Total current assets | | | 51,430 | | | 10,717 | | | — | | | | | 61,726 | |
Property and equipment, net | | | 273 | | | 1,147 | | | — | | | | | 1,420 | |
Right-of-use assets, net | | | 152 | | | 7,350 | | | — | | | | | 7,502 | |
Restricted cash, noncurrent | | | — | | | 618 | | | — | | | | | 618 | |
Investments in related parties | | | 874 | | | — | | | — | | | | | 874 | |
Other long-term prepaid assets | | | 61 | | | 2,832 | | | — | | | | | 2,893 | |
TOTAL ASSETS | | | $52,790 | | | $22,664 | | | $(421) | | | | | $75,033 | |
| | | | | | | | | | ||||||
LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | |||||
Current liabilities: | | | | | | | | | | | |||||
Accounts payable | | | $2,720 | | | $2,805 | | | $— | | | | | $5,525 | |
Accrued expenses | | | 2,569 | | | 1,935 | | | 1,600 | | | A | | | 12,776 |
| | | | | | 3,184 | | | B | | | ||||
| | | | | | 3,488 | | | D | | | ||||
Deferred research obligation | | | — | | | 1,436 | | | — | | | | | 1,436 | |
Operating lease liability, current | | | 994 | | | 692 | | | — | | | | | 1,686 | |
Financing obligation, current | | | 67 | | | — | | | — | | | | | 67 | |
Warrant liability | | | 19 | | | — | | | — | | | | | 19 | |
Total current liabilities | | | 6,369 | | | 6,868 | | | 8,272 | | | | | 21,509 | |
Operating lease liability, noncurrent | | | 2,481 | | | 6,789 | | | — | | | | | 9,270 | |
Unvested option exercise liability | | | — | | | 92 | | | — | | | | | 92 | |
Financing obligation, noncurrent | | | 168 | | | — | | | — | | | | | 168 | |
Total liabilities | | | 9,018 | | | 13,749 | | | 8,272 | | | | | 31,039 | |
| | | | | | | | | | ||||||
COMMITMENTS AND CONTINGENCIES | | | — | | | — | | | — | | | | | — | |
| | | | | | | | | | ||||||
Convertible Preferred Stock: | | | | | | | | | | | |||||
Series C | | | — | | | 40,621 | | | (40,621) | | | E | | | — |
Series B | | | — | | | 62,944 | | | (62,944) | | | E | | | — |
Series A | | | — | | | 7,495 | | | (7,495) | | | E | | | — |
| | — | | | 111,060 | | | (111,060) | | | | | — | ||
| | | | | | | | | | ||||||
Stockholders' Equity (Deficit) | | | | | | | | | | | |||||
Common stock | | | 301 | | | 177 | | | 2,761 | | | E | | | 352 |
| | | | | | (301) | | | G | | | ||||
| | | | | | (2,586) | | | F | | | ||||
Additional paid-in capital | | | 297,327 | | | 4,686 | | | (153,078) | | | H | | | |
| | | | | | 2,586 | | | F | | | 151,521 | |||
Accumulated other comprehensive income | | | 86 | | | — | | | (86) | | | G | | | — |
Accumulated deficit | | | (253,942) | | | (107,008) | | | 253,071 | | | I | | | (107,879) |
Total stockholders' equity (deficit) | | | 43,772 | | | (102,145) | | | 102,367 | | | | | 43,994 | |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT) | | | $52,790 | | | $22,664 | | | $(421) | | | | | $75,033 |
| | For the Year Ended December 31, 2022 | | | | | | | | | | | |||||||||
| | 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 | | | 18,100 | | | 18,103 | | | | | | | — | | | | | 36,203 | |||
General and administrative | | | 14,637 | | | 5,630 | | | 3,184 | | | B | | | 88 | | | L | | | 27,810 |
| | | | | | 783 | | | C | | | | | | | ||||||
| | | | | | 3,488 | | | D | | | | | | | ||||||
Restructuring expenses | | | 9,185 | | | — | | | — | | | | | | | | | 9,185 | |||
Total operating expenses | | | 41,922 | | | 23,733 | | | 7,455 | | | | | 88 | | | | | 73,198 | ||
Loss from operations | | | (39,621) | | | (23,733) | | | (7,455) | | | | | (88) | | | | | (70,897) | ||
| | | | | | | | | | | | | | ||||||||
Other income (expense): | | | | | | | | | | | | | | | |||||||
Change in the fair value of embedded derivative | | | — | | | (945) | | | — | | | | | 945 | | | J | | | — | |
Change in fair value of warrant liability | | | 95 | | | — | | | — | | | | | — | | | | | 95 | ||
Foreign exchange transaction loss | | | (237) | | | — | | | — | | | | | — | | | | | (237) | ||
Gain upon debt extinguishment | | | — | | | 2 | | | — | | | | | — | | | | | 2 | ||
Gain in equity method investment | | | 151 | | | — | | | — | | | | | — | | | | | 151 | ||
Interest income | | | 805 | | | 65 | | | — | | | | | — | | | | | 870 | ||
Interest expense | | | — | | | (3,596) | | | — | | | | | 3,596 | | | K | | | — | |
Total other income (expense), net | | | 814 | | | (4,474) | | | — | | | | | 4,541 | | | | | 881 | ||
Net loss | | | (38,807) | | | (28,208) | | | (7,455) | | | | | 4,453 | | | | | (70,016) | ||
Other comprehensive loss: | | | | | | | | | | | | | | | |||||||
Foreign currency translation adjustment | | | 189 | | | — | | | — | | | | | — | | | | | 189 | ||
Comprehensive loss | | | $(38,618) | | | $(28,208) | | | $(7,455) | | | | | $4,453 | | | | | $(69,827) | ||
| | | | | | | | | | | | | | ||||||||
Net loss per share, basic and diluted | | | $(1.29) | | | $(1.62) | | | N/A | | | | | N/A | | | M | | | $(2.01) | |
Weighted-average shares of common stock outstanding, basic and diluted | | | 30,040,703 | | | 17,458,461 | | | N/A | | | | | (12,643,403) | | | | | 34,855,761 |
| | Amount | |
Estimated number of shares of the combined company to be owned by Angion's stockholders(i) | | | 30,113,946 |
Multiplied by the estimated fair value per share of Angion's common stock(ii) | | | $0.5200 |
Total (in thousands) | | | $15,659 |
Estimated fair value of assumed Angion equity awards based on pre-combination service (in thousands)(iii) | | | 1,436 |
Total estimated purchase price consideration (in thousands) | | | $17,095 |
(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 December 31, 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 March 22, 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 December 31, 2022 | | | 17,699,327 |
Shares of Elicio Series A, B, C-1, and C-2 Preferred Shares outstanding at December 31, 2022 on an as-converted basis | | | 276,142,623 |
| | 293,841,950 | |
Exchange Ratio | | | 0.01640 |
Estimated shares of Angion common stock expected to be issued to Elicio upon closing | | | 4,819,008 |
A. | To reflect preliminary estimated transaction costs of $1.6 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 the reclassification of $421 thousand of transactions costs recorded in prepaid expenses and other assets, 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. |
B. | To reflect preliminary estimated transaction costs of $3.2 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. |
C. | To reflect (1) $1.4 million of consideration transferred related to the pre-merger service of replacement awards, in Note G, and (2) the one-time post-merger stock-based compensation expense of $783 thousand, in Note H, 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, 2022, reflected as general and administrative expense, related to the modification of certain awards extending the exercise period from 3 months to 4 years. |
D. | 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. |
E. | Reclassification of $108.3 million to Additional Paid-in Capital “APIC”, representing $111.1 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. |
F. | Reclassification of $2.6 million from common stock to APIC related to Elicio’s common shares outstanding as of December 31, 2022, that convert into Angion common stock at an assumed exchange ratio of 0.0164. |
G. | 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 C) | | | $(1,436) |
Historical Angion additional paid-in capital | | | (297,327) |
Total pre-merger Angion additional paid-in capital | | | (298,763) |
Pre-merger Angion accumulated deficit: | | | |
Historical Angion accumulated deficit | | | 253,942 |
Angion transaction costs (Note B) | | | 3,184 |
Severance expenses related to Angion's retention bonus plan (Note D) | | | 3,488 |
Total pre-merger Angion's accumulated deficit | | | 260,614 |
Angion common stock | | | (301) |
Angion accumulated other comprehensive income | | | (86) |
Total adjustment to historical equity (net assets of Angion) | | | $(38,536) |
H. | 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 G) | | | $(298,763) |
Record purchase of Angion historical net assets (Note G) | | | 38,536 |
Expected transaction costs of Elicio (Note A) | | | (2,021) |
Conversion of historical Elicio preferred stock issued at December 31, 2022, and the conversion into Angion Common Stock (Note E) | | | 108,299 |
Recognition of Angion’s accelerated post-merger stock compensation (Note C) | | | 783 |
Recognition of Elicio's accelerated RSU's (Note L) | | | 88 |
Total adjustments to additional paid-in capital | | | $(153,078) |
I. | The pro forma adjustments recorded to accumulated deficit as noted include: |
| | Amount (in Thousands) | |
Elimination of historical Angion accumulated deficit (Note G) | | | $253,942 |
Recognition of Angion's accelerated post-merger stock compensation (Note C) | | | (783) |
Acceleration of RSU's by Elicio (Note L) | | | (88) |
Total adjustment to accumulated deficit | | | $253,071 |
J. | Elimination of $945 thousand recorded in change in the fair value of embedded derivative for the twelve-months ended December 31, 2022, as these instruments were recorded at fair value, and subsequently adjusted to their fair value with changes reflected in earnings and were related to Elicio’s convertible notes that were redeemed. |
K. | Elimination of $3.6 million of interest expense for the twelve months ended December 31, 2022, all of which are related to the convertible notes that were redeemed. |
L. | To reflect the one-time stock compensation expense of $88 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. |
M. | 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, 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, 2022, the pro forma weighted average shares outstanding has been calculated as follows: |
| | December 31, 2022 | |
Elicio weighted-average shares of common stock outstanding | | | 17,458,461 |
Impact of Elicio Series A, B, C-1, and C-2 preferred stock assuming conversion as of January 1, 2022 on an as converted basis | | | 276,142,623 |
Total | | | 293,601,084 |
Application of the exchange ratio to historical Elicio weighted-average shares outstanding | | | 0.0164 |
Adjusted Elicio weighted-average shares outstanding | | | 4,815,058 |
Historical Angion weighted-average shares of common stock outstanding | | | 30,040,703 |
Total pro forma weighted-average shares outstanding | | | 34,855,761 |
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Financial Statements for the Years Ended December 31, 2022 and 2021 | | | |
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Financial Statements for the Years Ended December 31, 2022 and 2021 | | | |
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| | December 31, | ||||
| | 2022 | | | 2021 | |
ASSETS | | | | | ||
Current assets | | | | | ||
Cash and cash equivalents | | | $50,487 | | | $88,756 |
Grants receivable | | | — | | | 806 |
Prepaid expenses and other current assets | | | 943 | | | 1,685 |
Total current assets | | | 51,430 | | | 91,247 |
Property and equipment, net | | | 273 | | | 451 |
Right of use assets | | | 152 | | | 3,986 |
Investments in related parties | | | 874 | | | 723 |
Other assets | | | 61 | | | 106 |
Total assets | | | $52,790 | | | $96,513 |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $2,720 | | | $4,710 |
Accrued expenses | | | 2,569 | | | 3,219 |
Lease liability—current | | | 994 | | | 894 |
Financing obligation—current | | | 67 | | | 58 |
Deferred revenue—current | | | — | | | 2,301 |
Warrant liability | | | 19 | | | 114 |
Total current liabilities | | | 6,369 | | | 11,296 |
Lease liability—noncurrent | | | 2,481 | | | 3,475 |
Financing obligation—noncurrent | | | 168 | | | 235 |
Total liabilities | | | 9,018 | | | 15,006 |
Commitments and contingencies—Note 9 | | | | | ||
Stockholders' equity | | | | | ||
Common stock, $0.01 par value per share; 300,000,000 authorized shares; 30,113,946 and 29,959,060 shares issued and outstanding as of December 31, 2022 and 2021, respectively | | | 301 | | | 300 |
Additional paid-in capital | | | 297,327 | | | 296,445 |
Accumulated other comprehensive income (loss) | | | 86 | | | (103) |
Accumulated deficit | | | (253,942) | | | (215,135) |
Total stockholders' equity | | | 43,772 | | | 81,507 |
Total liabilities and stockholders' equity | | | $52,790 | | | $96,513 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Revenue: | | | | | ||
Contract revenue | | | $2,301 | | | $27,506 |
Grant revenue | | | — | | | 806 |
Total revenue | | | 2,301 | | | 28,312 |
Operating expenses: | | | | | ||
Cost of grant revenue | | | — | | | 433 |
Research and development | | | 18,100 | | | 48,698 |
General and administrative | | | 14,637 | | | 18,488 |
Restructuring and impairment expenses | | | 9,185 | | | — |
Total operating expenses | | | 41,922 | | | 67,619 |
Loss from operations | | | (39,621) | | | (39,307) |
Other income (expense) | | | | | ||
Change in fair value of warrant liability | | | 95 | | | (2,919) |
Change in fair value of convertible notes | | | — | | | (7,469) |
Change in fair value of Series C convertible preferred stock | | | — | | | (3,592) |
Foreign exchange transaction loss | | | (237) | | | (245) |
Gain upon debt extinguishment | | | — | | | 905 |
Gain (loss) in equity method investment | | | 151 | | | (99) |
Interest income (expense), net | | | 805 | | | (1,847) |
Total other income (expense) | | | 814 | | | (15,266) |
Net loss | | | (38,807) | | | (54,573) |
Other comprehensive loss: | | | | | ||
Foreign currency translation adjustment | | | 189 | | | 230 |
Comprehensive loss | | | $(38,618) | | | $(54,343) |
Net loss per common share, basic and diluted | | | $(1.29) | | | $(1.93) |
Weighted average common shares outstanding, basic and diluted | | | 30,040,703 | | | 28,244,825 |
| | 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 | | | 29,959,060 | | | $300 | | | — | | | $— | | | $296,445 | | | $(103) | | | $(215,135) | | | $81,507 |
Issuance of common stock upon net settlement of restricted stock units and performance stock units | | | 154,886 | | | 1 | | | — | | | — | | | (3) | | | — | | | — | | | (2) |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 885 | | | — | | | — | | | 885 |
Foreign currency translation adjustment | | | — | | | — | | | — | | | — | | | — | | | 189 | | | — | | | 189 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (38,807) | | | (38,807) |
Balance as of December 31, 2022 | | | 30,113,946 | | | $301 | | | — | | | $— | | | $297,327 | | | $86 | | | $(253,942) | | | $43,772 |
| | 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 | | | 15,632,809 | | | $156 | | | (316,088) | | | $(1,846) | | | $72,136 | | | $(333) | | | $(160,562) | | | $(90,449) |
Issuance of common stock upon initial public offering, net of issuance costs, discount, and commissions of $9.3 million | | | 5,750,000 | | | 58 | | | — | | | — | | | 82,657 | | | — | | | — | | | 82,715 |
Issuance of common stock upon Concurrent Private Placement, net of issuance costs of $0.7 million | | | 1,562,500 | | | 16 | | | — | | | — | | | 24,234 | | | — | | | — | | | 24,250 |
Conversion of convertible preferred stock into common stock upon IPO | | | 2,234,640 | | | 22 | | | — | | | — | | | 35,732 | | | — | | | — | | | 35,754 |
Conversion of convertible notes into common stock upon initial public offering | | | 3,636,189 | | | 36 | | | — | | | — | | | 58,143 | | | — | | | — | | | 58,179 |
Conversion of convertible notes prior to IPO | | | 33,978 | | | — | | | — | | | — | | | 460 | | | — | | | — | | | 460 |
Net exercise of warrants upon initial public offering | | | 844,335 | | | 9 | | | — | | | — | | | 13,500 | | | — | | | — | | | 13,509 |
Fractional shares paid out related to the forward stock split | | | — | | | — | | | — | | | — | | | (10) | | | — | | | — | | | (10) |
Exercise of broker warrants | | | 47,188 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Exercise of warrants | | | 130,529 | | | 2 | | | — | | | — | | | 859 | | | — | | | — | | | 861 |
Exercise of stock options | | | 152,939 | | | 1 | | | — | | | — | | | 979 | | | — | | | — | | | 980 |
Restricted stock units releases | | | 414,896 | | | 4 | | | — | | | — | | | 14 | | | — | | | — | | | 18 |
Return of common stock to pay withholding taxes on restricted stock | | | — | | | — | | | (164,855) | | | (2,364) | | | (94) | | | — | | | — | | | (2,458) |
Retirement of treasury stock | | | (480,943) | | | (4) | | | 480,943 | | | 4,210 | | | (4,206) | | | — | | | — | | | — |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 12,041 | | | — | | | — | | | 12,041 |
Foreign currency translation adjustment | | | — | | | — | | | — | | | — | | | — | | | 230 | | | — | | | 230 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (54,573) | | | (54,573) |
Balance as of December 31, 2021 | | | 29,959,060 | | | $300 | | | — | | | $— | | | $296,445 | | | $(103) | | | $(215,135) | | | $81,507 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Cash flows from operating activities | | | | | ||
Net loss | | | $(38,807) | | | $(54,573) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | ||
Depreciation | | | 178 | | | 91 |
Amortization of right of use assets | | | 813 | | | 710 |
Amortization of debt issuance costs | | | — | | | 1,884 |
PPP Loan forgiveness | | | — | | | (905) |
Stock-based compensation | | | 885 | | | 12,041 |
Change in fair value of convertible notes | | | — | | | 7,469 |
Change in fair value of Series C convertible preferred stock | | | — | | | 3,592 |
Change in fair value of warrant liability | | | (95) | | | 2,919 |
Impairment of leased assets | | | 3,021 | | | — |
Losses from equity investment | | | (151) | | | 96 |
Distribution from equity investment | | | — | | | 3 |
Changes in operating assets and liabilities: | | | | | ||
Grants receivable | | | 806 | | | (806) |
Prepaid expenses and other current assets | | | 806 | | | 4,016 |
Other assets | | | 45 | | | (106) |
Accounts payable | | | (2,050) | | | (866) |
Accrued expenses | | | (646) | | | 11 |
Lease liabilities | | | (894) | | | (713) |
Deferred revenue | | | (2,301) | | | (27,506) |
Net cash used in operating activities | | | (38,390) | | | (52,643) |
Cash flows from investing activities | | | | | ||
Purchase of fixed assets | | | — | | | (382) |
Net cash used in investing activities | | | — | | | (382) |
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 | | | — | | | 107,487 |
Proceeds from financing obligation | | | — | | | 302 |
Proceeds from RSU settlement, net of payment of taxes | | | (2) | | | 18 |
Payment of financing obligation | | | (58) | | | (9) |
Fractional share payments related to the forward stock split | | | — | | | (10) |
Taxes paid related to net share settlement upon vesting of restricted stock awards | | | — | | | (2,458) |
Exercise of warrants | | | — | | | 861 |
Exercise of stock options | | | — | | | 980 |
Net cash (used in) provided by financing activities | | | (60) | | | 107,171 |
Effect of foreign currency on cash | | | 181 | | | 3 |
Net (decrease) increase in cash and cash equivalents | | | (38,269) | | | 54,149 |
Cash and cash equivalents at the beginning of the period | | | 88,756 | | | 34,607 |
Cash and cash equivalents at the end of the period | | | $ 50,487 | | | $ 88,756 |
Supplemental disclosure of cash flow information: | | | | | ||
Cash paid for interest | | | $ — | | | $ 7 |
Supplemental disclosure of noncash investing and financing activities: | | | | | ||
Retirement of treasury stock | | | $ — | | | $ 4,210 |
Conversion of convertible notes into common stock prior to IPO | | | $ — | | | $ 460 |
Conversion of convertible notes to common stock | | | $ — | | | $ 58,639 |
Conversion of Series C preferred stock to common stock upon IPO | | | $ — | | | $ 35,754 |
Net exercise of warrants upon IPO | | | $ — | | | $ 13,509 |
Right of use assets exchanged for operating lease liabilities | | | $ — | | | $ 624 |
Fixed assets purchased in accrued expenses or accounts payable | | | $ — | | | $ 4 |
| | | | | | Change | ||||||
| | 2022 | | | 2021 | | | Amount | | | Percent | |
Operating expenses | | | | | | | | | ||||
Research and development | | | $18,103,106 | | | $17,931,797 | | | $171,309 | | | 1% |
General and administrative | | | 5,630,276 | | | 7,542,889 | | | (1,912,613) | | | (25%) |
Total operating expenses | | | 23,733,382 | | | 25,474,686 | | | (1,741,304) | | | (7%) |
Loss from operations | | | (23,733,382) | | | (25,474,686) | | | (1,741,304) | | | (7%) |
Other income/(expense) | | | | | | | | | ||||
Change in fair value of embedded derivative | | | (945,355) | | | (52,962) | | | (892,393) | | | 1685% |
Gain on extinguishment of convertible notes payable | | | 2,058 | | | — | | | 2,058 | | | 100% |
Interest income | | | 64,829 | | | 3,392 | | | 61,437 | | | 1811% |
Interest expense | | | (3,595,838) | | | (876,442) | | | (2,719,396) | | | (310%) |
Net loss | | | $(28,207,688) | | | $(26,400,689) | | | $(1,806,990) | | | (7%) |
| | Years Ended December 31, | ||||
| | 2022 | | | 2021 | |
Net cash used in operating activities | | | $(22,178,766) | | | $(23,939,045) |
Net cash used in investing activities | | | (653,836) | | | (525,359) |
Net cash provided by financing activities | | | 21,202,230 | | | 19,393,568 |
Net (decrease) in cash, cash equivalents, and restricted cash | | | $(1,630,372) | | | $(5,070,836) |
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 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 |
November 28, 2022 | | | Stock Option | | | 26,950,891 | | | 0.07 | | | 0.07 |
December 6, 2022 | | | Stock Option | | | 7,805,467 | | | 0.07 | | | 0.07 |
| | Payments due by period | |||||||||||||
| | Total | | | Less than one year | | | One to two years | | | Three to four years | | | Five and more years | |
Leases | | | $9,952,866 | | | $1,265,883 | | | $2,646,787 | | | $2,808,032 | | | $3,232,164 |
Total contractual obligations | | | $9,952,866 | | | $1,265,883 | | | $2,646,787 | | | $2,808,032 | | | $3,232,164 |
Name | | | Age | | | Position |
Robert Connelly | | | 63 | | | Chief Executive Officer, President and Class I 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 |
Julian Adams, Ph.D. | | | 68 | | | Class III Director and Chair |
Jay R. Venkatesan, M.D. | | | 51 | | | Class III Director |
Carol Ashe | | | 65 | | | Class III Director |
Yekaterina (Katie) Chudnovsky | | | 38 | | | Class I Director |
Robert R. Ruffolo, Jr., PhD, FCPP | | | 73 | | | Class II Director |
Assaf Segal | | | 51 | | | Class II Director |
Karen J. Wilson | | | 60 | | | Class II Director |
Allen R. Nissenson, M.D. | | | 76 | | | Class I Director |
• | 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 consolidated financial statements included in this proxy statement/prospectus/information statement 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. |
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 to Angion's consolidated financial statements included in this proxy statement/prospectus/information 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. |
Name and Principal Position | | | Year | | | Salary | | | Stock Awards(1) | | | Option Awards(1) | | | Non-equity Incentive Plan Compensation | | | Total |
Robert Connelly, Chief Executive Officer | | | 2022 | | | $475,000 | | | — | | | $572,040 | | | $209,000 | | | $1,256,040 |
| 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 | | | $186,010 | | | $1,162,356 | |
| 2021 | | | $445,000 | | | $193,003 | | | $— | | | $157,975 | | | $795,978 | ||
Annette Matthies, Chief Business Officer | | | 2022 | | | $353,600 | | | — | | | $236,793 | | | $106,080 | | | $696,473 |
| 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. |
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 (Katie) 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 (Katie) 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 |
| | Beneficial Ownership as of April 1, 2023(1) | ||||
Beneficial Owner | | | Number of Shares | | | Percent of Total |
5% and Greater Stockholders: | | | | | ||
Jay R. Venkatesan, M.D.(2) | | | 2,658,296 | | | 8.4% |
Thomas A. Satterfield, Jr.(3) | | | 2,213,383 | | | 7.4% |
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) | | | 1,813,345 | | | 6.0% |
| | | | |||
Named Executive Officers and Directors: | | | | | ||
Jay R. Venkatesan, M.D.(2) | | | 2,658,296 | | | 8.4% |
Itzhak D. Goldberg, M.D.(6) | | | 1,813,345 | | | 6.0% |
Victor F. Ganzi, J.D.(7) | | | 1,032,593 | | | 3.4% |
Jennifer J. Rhodes, J.D.(8) | | | 364,247 | | | 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) | | | 6,370,254 | | | 19.6% |
* | 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 30,113,484 shares outstanding on April 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. 7-57 Wells Avenue, Newton, Massachusetts 02459. |
(2) | Consists of (i) 1,192,730 shares of Angion’s common stock held directly by Jay R. Venkatesan, M.D., (ii) 1,460,798 shares of Angion’s common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 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 February 10, 2023 as of December 31, 2022, Mr. Satterfield has sole voting and investment power with respect to 308,647 of these shares, and shared voting and investment power with respect to 1,904,796 of these shares.With respect to the beneficial ownership reported for Thomas A. Satterfield, Jr., 300,000 shares are held by Tomsat Investment & Trading Co., Inc., a corporation controlled by Mr. Satterfield and of which he serves as President; 732,178 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 600,000 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 securities: Satterfield Vintage Investments LP (200,000 shares and 15,558 warrants); Rebecca A. Satterfield (25,000 shares); 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) 125,359 shares of Angion’s common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 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 April 1, 2023. |
(8) | Consists of (i) 14,597 shares of Angion’s common stock held directly by Jennifer J. Rhodes, J.D., and (ii) 349,650 that may be acquired pursuant to the exercise of stock options within 60 days of April 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 April 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 April 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 April 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) 192,525 that may be acquired pursuant to the exercise of stock options within 60 days of April 1, 2023. |
| | Beneficial Ownership as of April 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) | | | 2,804,007 | | | * |
Carol Ashe(5) | | | 761,281 | | | * |
Yekaterina (Katie) Chudnovsky(3)(6) | | | 39,069,875 | | | 13.26% |
Robert Connelly(7) | | | 12,267,067 | | | 4.03% |
Daniel Geffken(8) | | | 1,359,610 | | | * |
Christopher Haqq, M.D., Ph.D.(9) | | | 8,584,438 | | | 2.86% |
Annette Matthies, Ph.D.(10) | | | 3,951,710 | | | 1.32% |
Daphne Karydas(11) | | | 761,281 | | | * |
Robert Ruffolo, Jr., Ph.D.(12) | | | 881,104 | | | * |
Assaf Segal(13) | | | 250,000 | | | * |
All executive officers and directors as a group (11 persons)(14) | | | 75,604,576 | | | 23.18% |
* | 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 April 1, 2023. Clal Industries Ltd. |
(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 2,804,007 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(5) | Consists of 761,281 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(6) | Consists of 250,000 shares of Elicio common stock subject to options that are exercisable within 60 days of April 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 April 1, 2023. |
(8) | Consists of 1,359,610 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(9) | Consists of: (i) 300,000 shares of Elicio common stock, of which 154,167 shares are subject to forfeiture pursuant to an early exercise of a stock option prior to vesting, (ii) 2,265,565 shares underlying restricted stock units and (iii) 6,018,873 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(10) | Consists of 3,951,710 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(11) | Consists of 761,281 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(12) | Consists of 881,104 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(13) | Consists of 250,000 shares of Elicio common stock subject to options that are exercisable within 60 days of April 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) 43,980,512 shares of Elicio common stock (including 2,265,565 shares underlying restricted stock units) held by Elicio’s executive officers and directors, and (ii) 31,624,064 shares of Elicio common stock subject to options that are exercisable within 60 days of April 1, 2023. Includes 4,914,203 shares of common stock subject to options that are exercisable within 60 days of April 1, 2023, held by Pete DeMuth, Chief Scientific Officer. |
| | Beneficial Ownership as of April 1, 2023 | ||||
Beneficial Owner | | | Number of Shares | | | Percent of Total |
5% and Greater Stockholders: | | | | | ||
Clal Biotechnology Industries, Ltd.(1) | | | 624,804 | | | 7.11% |
Funds affiliated with Dreavent, Inc.(2) | | | 1,711,478 | | | 19.60% |
GKCC, LLC(3) | | | 636,646 | | | 7.29% |
| | | | |||
Directors and Named Executive Officers: | | | | | ||
Robert Connelly(4) | | | 201,180 | | | 2.26% |
Daniel Geffken(5) | | | 22,298 | | | * |
Christopher Haqq, M.D., Ph.D.(6) | | | 140,785 | | | 1.59% |
Annette Matthies, Ph.D.(7) | | | 64,808 | | | * |
Jay R. Venkatesan, M.D.(8) | | | 265,829 | | | 3.04% |
Julian Adams, Ph.D.(9) | | | 45,986 | | | * |
Carol Ashe(10) | | | 12,485 | | | * |
Daphne Karydas(11) | | | 12,485 | | | * |
Assaf Segal(12) | | | 4,100 | | | * |
Yekaterina (Katie) Chudnovsky(13) | | | 640,746 | | | 7.33% |
Karen J. Wilson(14) | | | 7,261 | | | * |
Allen R. Nissenson, M.D.(15) | | | 6,328 | | | * |
All executive officers and directors as a group (13 persons)(16) | | | 1,504,624 | | | 15.96% |
* | Represents beneficial ownership of less than 1%. |
(1) | Consists of (i) 565,766 shares of the combined company’s common stock, and (ii) 59,038 shares of the combined company’s common stock subject to warrants that may be exercised within 60 days of April 1, 2023. Clal Industries Ltd. owns 48.49% of the outstanding shares of Clal Biotechnology Industries, Ltd., or CBI (TASE: CBI). Teva Pharmaceutical Industries Ltd owns 15.89% of the outstanding shares of CBI. Clal Industries Ltd. is wholly-owned (indirectly) by Access Industries and, which is controlled by Mr. Len Blavatnik. Assaf Segal is the Chief Executive Officer of CBI but does not have voting or investment control over the securities of the combined company owned by CBI. The address of CBI is 3 Azrieli Center, 45th Floor, Triangle Tower, 132 Menachem Begin Road, Tel Aviv 6702301, Israel. |
(2) | Consists of (i) 974,850 shares of the combined company’s common stock to be held by Dreavent 3, (ii) 622,032 shares of the combined company’s common stock to be held by Dreavent 5 and (iii) 114,596 shares of the combined company’s common stock to be held by |
(3) | Consists of 636,646 shares of the combined company’s common 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 (i) 42,559 shares of the combined company’s common stock, and (ii) 158,621 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(5) | Consists of 22,298 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(6) | Consists of (i) 39,546 shares of the combined company’s common stock, (ii) 2,529 shares of the combined company’s; common stock subject to forfeiture pursuant to an early exercise of a stock option prior to vesting, and (iii) 98,710 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(7) | Consists of 64,808 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(8) | Consists of (i) 119,273 shares of the combined company’s common stock held directly by Jay R. Venkatesan, M.D., (ii) 146,080 shares of the combined company’s common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 1, 2023, and (iii) 476 shares of the combined company’s common stock held by the Venkatesan Family Trust. |
(9) | Consists of 45,986 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(10) | Consists of 12,485 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(11) | Consists of 12,485 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(12) | Consists of 4,100 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. Assaf Segal is the Chief Executive Officer of CBI but does not have voting or investment control over the securities of the combined company owned by CBI. |
(13) | Consists of 4,100 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023; see footnote 3. |
(14) | Consists of (i) 1,872 shares of the combined company’s common stock held directly by Karen Wilson, and (ii) 5,390 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(15) | Consists of (i) 938 shares of the combined company’s common stock held directly by Allen R. Nissenson, and (ii) 5,390 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. |
(16) | Consists of (i) 806,685 shares of the combined company’s common stock held by the combined company’s executive officers and directors, and (ii) 660,784 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023. Includes 80,593 shares of the combined company’s common stock subject to options that are exercisable within 60 days of April 1, 2023, held by Pete DeMuth, Chief Scientific Officer. |
Angion Biomedica Corp. | | | Elicio Therapeutics Inc. |
| | ||
7-57 Wells Avenue | | | 451 D Street, 5th Floor, Suite 501 |
Newton, Massachusetts 02459 | | | Boston, MA 02210 |
(857) 336-4001 | | | (857) 209-0050 |
Attn: Investor Relations | | |
| | December 31, 2022 | | | | | | | |||||||
| | Angion Biomedica Corp. (Historical) | | | Elicio Therapeutics, Inc. and Subsidiary (Historical) | | | Transaction Accounting Adjustments | | | Notes | | | Pro Forma Combined | |
ASSETS | | | | | | | | | | | |||||
Current assets: | | | | | | | | | | | |||||
Cash and cash equivalents | | | $50,487 | | | $6,156 | | | $— | | | | | $56,643 | |
Restricted cash | | | — | | | 1,641 | | | — | | | | | 1,641 | |
Prepaid expenses and other assets | | | 943 | | | 2,920 | | | (421) | | | A | | | 3,442 |
Total current assets | | | 51,430 | | | 10,717 | | | — | | | | | 61,726 | |
Property and equipment, net | | | 273 | | | 1,147 | | | — | | | | | 1,420 | |
Right-of-use assets, net | | | 152 | | | 7,350 | | | — | | | | | 7,502 | |
Restricted cash, noncurrent | | | — | | | 618 | | | — | | | | | 618 | |
Investments in related parties | | | 874 | | | — | | | — | | | | | 874 | |
Other long-term prepaid assets | | | 61 | | | 2,832 | | | — | | | | | 2,893 | |
TOTAL ASSETS | | | $52,790 | | | $22,664 | | | $(421) | | | | | $75,033 | |
| | | | | | | | | | ||||||
LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | |||||
Current liabilities: | | | | | | | | | | | |||||
Accounts payable | | | $2,720 | | | $2,805 | | | $— | | | | | $5,525 | |
Accrued expenses | | | 2,569 | | | 1,935 | | | 1,600 | | | A | | | 12,776 |
| | | | | | 3,184 | | | B | | | ||||
| | | | | | 3,488 | | | D | | | ||||
Deferred research obligation | | | — | | | 1,436 | | | — | | | | | 1,436 | |
Operating lease liability, current | | | 994 | | | 692 | | | — | | | | | 1,686 | |
Financing obligation, current | | | 67 | | | — | | | — | | | | | 67 | |
Warrant liability | | | 19 | | | — | | | — | | | | | 19 | |
Total current liabilities | | | 6,369 | | | 6,868 | | | 8,272 | | | | | 21,509 | |
Operating lease liability, noncurrent | | | 2,481 | | | 6,789 | | | — | | | | | 9,270 | |
Unvested option exercise liability | | | — | | | 92 | | | — | | | | | 92 | |
Financing obligation, noncurrent | | | 168 | | | — | | | — | | | | | 168 | |
Total liabilities | | | 9,018 | | | 13,749 | | | 8,272 | | | | | 31,039 | |
| | | | | | | | | | ||||||
COMMITMENTS AND CONTINGENCIES | | | — | | | — | | | — | | | | | — | |
| | | | | | | | | | ||||||
Convertible Preferred Stock: | | | | | | | | | | | |||||
Series C | | | — | | | 40,621 | | | (40,621) | | | E | | | — |
Series B | | | — | | | 62,944 | | | (62,944) | | | E | | | — |
Series A | | | — | | | 7,495 | | | (7,495) | | | E | | | — |
| | — | | | 111,060 | | | (111,060) | | | | | — | ||
| | | | | | | | | | ||||||
Stockholders' Equity (Deficit) | | | | | | | | | | | |||||
Common stock | | | 301 | | | 177 | | | 2,761 | | | E | | | 352 |
| | | | | | (301) | | | G | | | ||||
| | | | | | (2,586) | | | F | | | ||||
Additional paid-in capital | | | 297,327 | | | 4,686 | | | (153,078) | | | H | | | |
| | | | | | 2,586 | | | F | | | 151,521 | |||
Accumulated other comprehensive income | | | 86 | | | — | | | (86) | | | G | | | — |
Accumulated deficit | | | (253,942) | | | (107,008) | | | 253,071 | | | I | | | (107,879) |
Total stockholders' equity (deficit) | | | 43,772 | | | (102,145) | | | 102,367 | | | | | 43,994 | |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY (DEFICIT) | | | $52,790 | | | $22,664 | | | $(421) | | | | | $75,033 |
| | For the Year Ended December 31, 2022 | | | | | | | | | | | |||||||||
| | 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 | | | 18,100 | | | 18,103 | | | | | | | — | | | | | 36,203 | |||
General and administrative | | | 14,637 | | | 5,630 | | | 3,184 | | | B | | | 88 | | | L | | | 27,810 |
| | | | | | 783 | | | C | | | | | | | ||||||
| | | | | | 3,488 | | | D | | | | | | | ||||||
Restructuring expenses | | | 9,185 | | | — | | | — | | | | | | | | | 9,185 | |||
Total operating expenses | | | 41,922 | | | 23,733 | | | 7,455 | | | | | 88 | | | | | 73,198 | ||
Loss from operations | | | (39,621) | | | (23,733) | | | (7,455) | | | | | (88) | | | | | (70,897) | ||
| | | | | | | | | | | | | | ||||||||
Other income (expense): | | | | | | | | | | | | | | | |||||||
Change in the fair value of embedded derivative | | | — | | | (945) | | | — | | | | | 945 | | | J | | | — | |
Change in fair value of warrant liability | | | 95 | | | — | | | — | | | | | — | | | | | 95 | ||
Foreign exchange transaction loss | | | (237) | | | — | | | — | | | | | — | | | | | (237) | ||
Gain upon debt extinguishment | | | — | | | 2 | | | — | | | | | — | | | | | 2 | ||
Gain in equity method investment | | | 151 | | | — | | | — | | | | | — | | | | | 151 | ||
Interest income | | | 805 | | | 65 | | | — | | | | | — | | | | | 870 | ||
Interest expense | | | — | | | (3,596) | | | — | | | | | 3,596 | | | K | | | — | |
Total other income (expense), net | | | 814 | | | (4,474) | | | — | | | | | 4,541 | | | | | 881 | ||
Net loss | | | (38,807) | | | (28,208) | | | (7,455) | | | | | 4,453 | | | | | (70,016) | ||
Other comprehensive loss: | | | | | | | | | | | | | | | |||||||
Foreign currency translation adjustment | | | 189 | | | — | | | — | | | | | — | | | | | 189 | ||
Comprehensive loss | | | $(38,618) | | | $(28,208) | | | $(7,455) | | | | | $4,453 | | | | | $(69,827) | ||
| | | | | | | | | | | | | | ||||||||
Net loss per share, basic and diluted | | | $(1.29) | | | $(1.62) | | | N/A | | | | | N/A | | | M | | | $(2.01) | |
Weighted-average shares of common stock outstanding, basic and diluted | | | 30,040,703 | | | 17,458,461 | | | N/A | | | | | (12,643,403) | | | | | 34,855,761 |
| | Amount | |
Estimated number of shares of the combined company to be owned by Angion's stockholders(i) | | | 30,113,946 |
Multiplied by the estimated fair value per share of Angion's common stock(ii) | | | $0.5200 |
Total (in thousands) | | | $15,659 |
Estimated fair value of assumed Angion equity awards based on pre-combination service (in thousands)(iii) | | | 1,436 |
Total estimated purchase price consideration (in thousands) | | | $17,095 |
(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 December 31, 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 March 22, 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 December 31, 2022 | | | 17,699,327 |
Shares of Elicio Series A, B, C-1, and C-2 Preferred Shares outstanding at December 31, 2022 on an as-converted basis | | | 276,142,623 |
| | 293,841,950 | |
Exchange Ratio | | | 0.01640 |
Estimated shares of Angion common stock expected to be issued to Elicio upon closing | | | 4,819,008 |
A. | To reflect preliminary estimated transaction costs of $1.6 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 the reclassification of $421 thousand of transactions costs recorded in prepaid expenses and other assets, 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. |
B. | To reflect preliminary estimated transaction costs of $3.2 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. |
C. | To reflect (1) $1.4 million of consideration transferred related to the pre-merger service of replacement awards, in Note G, and (2) the one-time post-merger stock-based compensation expense of $783 thousand, in Note H, 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, 2022, reflected as general and administrative expense, related to the modification of certain awards extending the exercise period from 3 months to 4 years. |
D. | 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. |
E. | Reclassification of $108.3 million to Additional Paid-in Capital “APIC”, representing $111.1 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. |
F. | Reclassification of $2.6 million from common stock to APIC related to Elicio’s common shares outstanding as of December 31, 2022, that convert into Angion common stock at an assumed exchange ratio of 0.0164. |
G. | 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 C) | | | $(1,436) |
Historical Angion additional paid-in capital | | | (297,327) |
Total pre-merger Angion additional paid-in capital | | | (298,763) |
Pre-merger Angion accumulated deficit: | | | |
Historical Angion accumulated deficit | | | 253,942 |
Angion transaction costs (Note B) | | | 3,184 |
Severance expenses related to Angion's retention bonus plan (Note D) | | | 3,488 |
Total pre-merger Angion's accumulated deficit | | | 260,614 |
Angion common stock | | | (301) |
Angion accumulated other comprehensive income | | | (86) |
Total adjustment to historical equity (net assets of Angion) | | | $(38,536) |
H. | 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 G) | | | $(298,763) |
Record purchase of Angion historical net assets (Note G) | | | 38,536 |
Expected transaction costs of Elicio (Note A) | | | (2,021) |
Conversion of historical Elicio preferred stock issued at December 31, 2022, and the conversion into Angion Common Stock (Note E) | | | 108,299 |
Recognition of Angion’s accelerated post-merger stock compensation (Note C) | | | 783 |
Recognition of Elicio's accelerated RSU's (Note L) | | | 88 |
Total adjustments to additional paid-in capital | | | $(153,078) |
I. | The pro forma adjustments recorded to accumulated deficit as noted include: |
| | Amount (in Thousands) | |
Elimination of historical Angion accumulated deficit (Note G) | | | $253,942 |
Recognition of Angion's accelerated post-merger stock compensation (Note C) | | | (783) |
Acceleration of RSU's by Elicio (Note L) | | | (88) |
Total adjustment to accumulated deficit | | | $253,071 |
J. | Elimination of $945 thousand recorded in change in the fair value of embedded derivative for the twelve-months ended December 31, 2022, as these instruments were recorded at fair value, and subsequently adjusted to their fair value with changes reflected in earnings and were related to Elicio’s convertible notes that were redeemed. |
K. | Elimination of $3.6 million of interest expense for the twelve months ended December 31, 2022, all of which are related to the convertible notes that were redeemed. |
L. | To reflect the one-time stock compensation expense of $88 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. |
M. | 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, 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, 2022, the pro forma weighted average shares outstanding has been calculated as follows: |
| | December 31, 2022 | |
Elicio weighted-average shares of common stock outstanding | | | 17,458,461 |
Impact of Elicio Series A, B, C-1, and C-2 preferred stock assuming conversion as of January 1, 2022 on an as converted basis | | | 276,142,623 |
Total | | | 293,601,084 |
Application of the exchange ratio to historical Elicio weighted-average shares outstanding | | | 0.0164 |
Adjusted Elicio weighted-average shares outstanding | | | 4,815,058 |
Historical Angion weighted-average shares of common stock outstanding | | | 30,040,703 |
Total pro forma weighted-average shares outstanding | | | 34,855,761 |
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Financial Statements for the Years Ended December 31, 2022 and 2021 | | | |
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Financial Statements for the Years Ended December 31, 2022 and 2021 | | | |
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| | December 31, | ||||
| | 2022 | | | 2021 | |
ASSETS | | | | | ||
Current assets | | | | | ||
Cash and cash equivalents | | | $50,487 | | | $88,756 |
Grants receivable | | | — | | | 806 |
Prepaid expenses and other current assets | | | 943 | | | 1,685 |
Total current assets | | | 51,430 | | | 91,247 |
Property and equipment, net | | | 273 | | | 451 |
Right of use assets | | | 152 | | | 3,986 |
Investments in related parties | | | 874 | | | 723 |
Other assets | | | 61 | | | 106 |
Total assets | | | $52,790 | | | $96,513 |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | ||
Current liabilities | | | | | ||
Accounts payable | | | $2,720 | | | $4,710 |
Accrued expenses | | | 2,569 | | | 3,219 |
Lease liability—current | | | 994 | | | 894 |
Financing obligation—current | | | 67 | | | 58 |
Deferred revenue—current | | | — | | | 2,301 |
Warrant liability | | | 19 | | | 114 |
Total current liabilities | | | 6,369 | | | 11,296 |
Lease liability—noncurrent | | | 2,481 | | | 3,475 |
Financing obligation—noncurrent | | | 168 | | | 235 |
Total liabilities | | | 9,018 | | | 15,006 |
Commitments and contingencies—Note 9 | | | | | ||
Stockholders' equity | | | | | ||
Common stock, $0.01 par value per share; 300,000,000 authorized shares; 30,113,946 and 29,959,060 shares issued and outstanding as of December 31, 2022 and 2021, respectively | | | 301 | | | 300 |
Additional paid-in capital | | | 297,327 | | | 296,445 |
Accumulated other comprehensive income (loss) | | | 86 | | | (103) |
Accumulated deficit | | | (253,942) | | | (215,135) |
Total stockholders' equity | | | 43,772 | | | 81,507 |
Total liabilities and stockholders' equity | | | $52,790 | | | $96,513 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Revenue: | | | | | ||
Contract revenue | | | $2,301 | | | $27,506 |
Grant revenue | | | — | | | 806 |
Total revenue | | | 2,301 | | | 28,312 |
Operating expenses: | | | | | ||
Cost of grant revenue | | | — | | | 433 |
Research and development | | | 18,100 | | | 48,698 |
General and administrative | | | 14,637 | | | 18,488 |
Restructuring and impairment expenses | | | 9,185 | | | — |
Total operating expenses | | | 41,922 | | | 67,619 |
Loss from operations | | | (39,621) | | | (39,307) |
Other income (expense) | | | | | ||
Change in fair value of warrant liability | | | 95 | | | (2,919) |
Change in fair value of convertible notes | | | — | | | (7,469) |
Change in fair value of Series C convertible preferred stock | | | — | | | (3,592) |
Foreign exchange transaction loss | | | (237) | | | (245) |
Gain upon debt extinguishment | | | — | | | 905 |
Gain (loss) in equity method investment | | | 151 | | | (99) |
Interest income (expense), net | | | 805 | | | (1,847) |
Total other income (expense) | | | 814 | | | (15,266) |
Net loss | | | (38,807) | | | (54,573) |
Other comprehensive loss: | | | | | ||
Foreign currency translation adjustment | | | 189 | | | 230 |
Comprehensive loss | | | $(38,618) | | | $(54,343) |
Net loss per common share, basic and diluted | | | $(1.29) | | | $(1.93) |
Weighted average common shares outstanding, basic and diluted | | | 30,040,703 | | | 28,244,825 |
| | 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 | | | 29,959,060 | | | $300 | | | — | | | $— | | | $296,445 | | | $(103) | | | $(215,135) | | | $81,507 |
Issuance of common stock upon net settlement of restricted stock units and performance stock units | | | 154,886 | | | 1 | | | — | | | — | | | (3) | | | — | | | — | | | (2) |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 885 | | | — | | | — | | | 885 |
Foreign currency translation adjustment | | | — | | | — | | | — | | | — | | | — | | | 189 | | | — | | | 189 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (38,807) | | | (38,807) |
Balance as of December 31, 2022 | | | 30,113,946 | | | $301 | | | — | | | $— | | | $297,327 | | | $86 | | | $(253,942) | | | $43,772 |
| | 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 | | | 15,632,809 | | | $156 | | | (316,088) | | | $(1,846) | | | $72,136 | | | $(333) | | | $(160,562) | | | $(90,449) |
Issuance of common stock upon initial public offering, net of issuance costs, discount, and commissions of $9.3 million | | | 5,750,000 | | | 58 | | | — | | | — | | | 82,657 | | | — | | | — | | | 82,715 |
Issuance of common stock upon Concurrent Private Placement, net of issuance costs of $0.7 million | | | 1,562,500 | | | 16 | | | — | | | — | | | 24,234 | | | — | | | — | | | 24,250 |
Conversion of convertible preferred stock into common stock upon IPO | | | 2,234,640 | | | 22 | | | — | | | — | | | 35,732 | | | — | | | — | | | 35,754 |
Conversion of convertible notes into common stock upon initial public offering | | | 3,636,189 | | | 36 | | | — | | | — | | | 58,143 | | | — | | | — | | | 58,179 |
Conversion of convertible notes prior to IPO | | | 33,978 | | | — | | | — | | | — | | | 460 | | | — | | | — | | | 460 |
Net exercise of warrants upon initial public offering | | | 844,335 | | | 9 | | | — | | | — | | | 13,500 | | | — | | | — | | | 13,509 |
Fractional shares paid out related to the forward stock split | | | — | | | — | | | — | | | — | | | (10) | | | — | | | — | | | (10) |
Exercise of broker warrants | | | 47,188 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Exercise of warrants | | | 130,529 | | | 2 | | | — | | | — | | | 859 | | | — | | | — | | | 861 |
Exercise of stock options | | | 152,939 | | | 1 | | | — | | | — | | | 979 | | | — | | | — | | | 980 |
Restricted stock units releases | | | 414,896 | | | 4 | | | — | | | — | | | 14 | | | — | | | — | | | 18 |
Return of common stock to pay withholding taxes on restricted stock | | | — | | | — | | | (164,855) | | | (2,364) | | | (94) | | | — | | | — | | | (2,458) |
Retirement of treasury stock | | | (480,943) | | | (4) | | | 480,943 | | | 4,210 | | | (4,206) | | | — | | | — | | | — |
Stock-based compensation | | | — | | | — | | | — | | | — | | | 12,041 | | | — | | | — | | | 12,041 |
Foreign currency translation adjustment | | | — | | | — | | | — | | | — | | | — | | | 230 | | | — | | | 230 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | (54,573) | | | (54,573) |
Balance as of December 31, 2021 | | | 29,959,060 | | | $300 | | | — | | | $— | | | $296,445 | | | $(103) | | | $(215,135) | | | $81,507 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Cash flows from operating activities | | | | | ||
Net loss | | | $(38,807) | | | $(54,573) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | ||
Depreciation | | | 178 | | | 91 |
Amortization of right of use assets | | | 813 | | | 710 |
Amortization of debt issuance costs | | | — | | | 1,884 |
PPP Loan forgiveness | | | — | | | (905) |
Stock-based compensation | | | 885 | | | 12,041 |
Change in fair value of convertible notes | | | — | | | 7,469 |
Change in fair value of Series C convertible preferred stock | | | — | | | 3,592 |
Change in fair value of warrant liability | | | (95) | | | 2,919 |
Impairment of leased assets | | | 3,021 | | | — |
Losses from equity investment | | | (151) | | | 96 |
Distribution from equity investment | | | — | | | 3 |
Changes in operating assets and liabilities: | | | | | ||
Grants receivable | | | 806 | | | (806) |
Prepaid expenses and other current assets | | | 806 | | | 4,016 |
Other assets | | | 45 | | | (106) |
Accounts payable | | | (2,050) | | | (866) |
Accrued expenses | | | (646) | | | 11 |
Lease liabilities | | | (894) | | | (713) |
Deferred revenue | | | (2,301) | | | (27,506) |
Net cash used in operating activities | | | (38,390) | | | (52,643) |
Cash flows from investing activities | | | | | ||
Purchase of fixed assets | | | — | | | (382) |
Net cash used in investing activities | | | — | | | (382) |
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 | | | — | | | 107,487 |
Proceeds from financing obligation | | | — | | | 302 |
Proceeds from RSU settlement, net of payment of taxes | | | (2) | | | 18 |
Payment of financing obligation | | | (58) | | | (9) |
Fractional share payments related to the forward stock split | | | — | | | (10) |
Taxes paid related to net share settlement upon vesting of restricted stock awards | | | — | | | (2,458) |
Exercise of warrants | | | — | | | 861 |
Exercise of stock options | | | — | | | 980 |
Net cash (used in) provided by financing activities | | | (60) | | | 107,171 |
Effect of foreign currency on cash | | | 181 | | | 3 |
Net (decrease) increase in cash and cash equivalents | | | (38,269) | | | 54,149 |
Cash and cash equivalents at the beginning of the period | | | 88,756 | | | 34,607 |
Cash and cash equivalents at the end of the period | | | $ 50,487 | | | $ 88,756 |
Supplemental disclosure of cash flow information: | | | | | ||
Cash paid for interest | | | $ — | | | $ 7 |
Supplemental disclosure of noncash investing and financing activities: | | | | | ||
Retirement of treasury stock | | | $ — | | | $ 4,210 |
Conversion of convertible notes into common stock prior to IPO | | | $ — | | | $ 460 |
Conversion of convertible notes to common stock | | | $ — | | | $ 58,639 |
Conversion of Series C preferred stock to common stock upon IPO | | | $ — | | | $ 35,754 |
Net exercise of warrants upon IPO | | | $ — | | | $ 13,509 |
Right of use assets exchanged for operating lease liabilities | | | $ — | | | $ 624 |
Fixed assets purchased in accrued expenses or accounts payable | | | $ — | | | $ 4 |
Asset Classification | | | Estimated Useful Life |
Equipment | | | 5 years |
Furniture and fixtures | | | 3 years |
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) the Company satisfies a performance obligation. |
| | Fair Value Measured at December 31, 2022 | ||||||||||
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total | |
Money market funds(1) | | | $9,860 | | | $— | | | $— | | | $9,860 |
Total assets | | | $9,860 | | | $— | | | $— | | | $9,860 |
Warrants liabilities | | | $— | | | $— | | | $19 | | | $19 |
Total Liabilities | | | $— | | | $— | | | $19 | | | $19 |
| | 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 | |
Money market funds(1) | | | $87,252 | | | $— | | | $— | | | $87,252 |
Total assets | | | $87,252 | | | $— | | | $— | | | $87,252 |
Warrant liabilities | | | $— | | | $— | | | $114 | | | $114 |
Total liabilities | | | $— | | | $— | | | $114 | | | $114 |
(1) | Included in cash and cash equivalents on the consolidated balance sheets. This balance includes cash requirements settled on a nightly basis. |
| | As of December 31, 2022 | | | As of December 31, 2021 | |
Balance, beginning of period | | | $114 | | | $10,704 |
Net exercise of warrants | | | — | | | (13,509) |
Change in fair value | | | (95) | | | 2,919 |
Balance, end of period | | | $19 | | | $114 |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Strike price | | | $ 7.60 | | | $7.60 |
Contractual term (years) | | | 5.7 | | | 6.7 |
Volatility (annual) | | | 112.4% | | | 124.0% |
Risk-free rate | | | 4.3% | | | 1.4% |
Dividend yield (per share) | | | 0.0% | | | 0.0% |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Prepaid insurance | | | $291 | | | $275 |
Security deposit | | | 101 | | | 131 |
Angion Pty tax receivable | | | 305 | | | 781 |
Other | | | 246 | | | 498 |
Total prepaid and other current assets | | | $943 | | | $1,685 |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Equipment | | | $866 | | | $866 |
Furniture and fixtures | | | 34 | | | 34 |
Leasehold improvements | | | 68 | | | 68 |
Total property and equipment | | | 968 | | | 968 |
Less: accumulated depreciation | | | (695) | | | (517) |
Property and equipment, net | | | $273 | | | $451 |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Accrued compensation | | | $112 | | | $1,274 |
Accrued restructuring (Note 10) | | | 1,572 | | | — |
Accrued direct research costs | | | 774 | | | 1,196 |
Accrued operating expenses | | | 111 | | | 749 |
Total accrued expenses | | | $2,569 | | | $3,219 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Risk-free interest rate | | | 1.7% | | | 0.7% |
Expected dividend yield | | | — | | | — |
Expected term in years | | | 5.9 | | | 6.0 |
Expected volatility | | | 70.8% - 72.5% | | | 71.8% - 73.1% |
| | Number of Shares | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (in years) | | | Total Intrinsic Value (in thousands) | |
Outstanding as of December 31, 2021 | | | 4,230,162 | | | $8.92 | | | 7.8 | | | $— |
Options granted | | | 2,257,100 | | | 1.93 | | | | | ||
Options forfeited | | | (2,761,015) | | | 6.73 | | | | | ||
Outstanding as of December 31, 2022 | | | 3,726,247 | | | $6.30 | | | 7.0 | | | $— |
Options vested and exercisable | | | 2,493,026 | | | $6.78 | | | 6.2 | | | $— |
| | Restricted Stock Units | | | Weighted Average Grant Date Fair Value Per Share | |
Outstanding at December 31, 2021 | | | 17,504 | | | $9.51 |
Vested | | | (1,458) | | | $9.51 |
Outstanding at December 31, 2022 | | | 16,046 | | | $9.51 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Research and development | | | $(1,289) | | | $5,898 |
General and administrative | | | 2,174 | | | 6,143 |
Total | | | $885 | | | $12,041 |
| | Classification | | | Exercise Price | | | Expiration Date | | | Warrants at December 31, | ||||
| 2022 | | | 2021 | |||||||||||
Warrants issued with Conversion of Notes to Common Stock | | | Equity | | | $8.03 | | | 8/31/28 | | | 232,287 | | | 232,287 |
Warrants issued with Units in the Equity Offering | | | Equity | | | $8.03 | | | 8/31/28 | | | 875,034 | | | 875,034 |
Broker Warrants issued with Equity Offering | | | Equity | | | $0.01 | | | 8/31/25 | | | 1,297 | | | 1,297 |
Consultant Warrants | | | Liability | | | $7.60 | | | 8/31/28 | | | 39,505 | | | 39,505 |
Total Warrants | | | | | | | | | 1,148,123 | | | 1,148,123 |
| | For the Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Operating leases | | | | | ||
Operating lease cost | | | $1,317 | | | $1,142 |
Variable cost | | | 350 | | | 473 |
Short-term lease rent expense | | | 18 | | | 44 |
Total rent expense | | | $1,685 | | | $1,659 |
| | For the Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Operating cash outflows from operating leases | | | $1,289 | | | $1,179 |
Right-of-use assets exchanged for operating lease liabilities | | | $— | | | $624 |
Weighted-average remaining lease term—operating leases (in years) | | | 3.1 | | | 3.8 |
Weighted-average discount rate—operating leases | | | 9.5% | | | 10.1% |
Year Ended December 31, | | | Amounts |
2023 | | | $1,305 |
2024 | | | 1,209 |
2025 | | | 1,104 |
2026 | | | 516 |
Total | | | 4,134 |
Less present value discount | | | (659) |
Operating lease liabilities | | | $3,475 |
| | For the Year Ended December 31, | |
| | 2022 | |
Cash flow information: | | | |
Payments of financing obligation | | | |
Operating cash flows from financing obligation | | | $36 |
Financing cash flows from financing obligation | | | $58 |
Other information: | | | |
Weighted-average remaining lease term (in years) | | | 2.3 |
Weighted-average discount rate (in percent) | | | 1.1% |
Carrying value of leased asset included in Property and Equipment, net | | | $208 |
Depreciation associated with the leased asset | | | $62 |
Year Ended December 31, | | | Amounts |
2023 | | | $94 |
2024 | | | 94 |
2025 | | | 31 |
Total | | | $219 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
United States | | | $(38,302) | | | $(53,547) |
Foreign | | | (496) | | | (1,026) |
Total | | | $(38,798) | | | $(54,573) |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Current: | | | | | ||
Federal | | | $— | | | $— |
United States | | | 11 | | | — |
Foreign | | | — | | | — |
Total Current | | | 11 | | | — |
| | | ||||
Deferred | | | | | ||
Federal | | | (6,710) | | | (5,460) |
State | | | (699) | | | (4,779) |
Change in valuation allowance | | | 7,409 | | | 10,239 |
Total Deferred | | | — | | | — |
Total tax provision | | | $11 | | | $— |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Federal statutory income tax rate | | | 21.0% | | | 21.0% |
Stock compensation | | | (2.3)% | | | (2.3)% |
Foreign rate differential | | | (0.3)% | | | (0.1)% |
Interest | | | —% | | | (4.3)% |
R&D and other tax credit changes | | | 1.4% | | | 2.8% |
Permanent items | | | (0.3)% | | | (7.3)% |
Global Intangible Low-Taxed Income | | | (0.3)% | | | —% |
Nontaxable Income | | | —% | | | 0.3% |
Change in valuation allowance | | | (19.2)% | | | (10.1)% |
Effective income tax rate | | | 0.0% | | | 0.0% |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Deferred tax assets | | | | | ||
Net operating loss carryforwards | | | $32,659 | | | $29,211 |
R&D and other tax credit carryovers | | | 7,444 | | | 6,752 |
Lease liability | | | 879 | | | 1,224 |
Stock-based compensation | | | 1,005 | | | 3,070 |
Accrued compensation and other expenses | | | 149 | | | 536 |
Fixed assets | | | 5,020 | | | — |
Total deferred tax assets | | | 47,156 | | | 40,793 |
Deferred tax liabilities | | | | | ||
Fixed assets | | | — | | | (37) |
Right of use assets | | | (38) | | | (1,046) |
Valuation allowance | | | (47,118) | | | (39,710) |
Deferred tax assets, net of allowance | | | $— | | | $— |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Beginning Balance | | | $3,675 | | | $2,579 |
Additions | | | | | ||
Additions for current year | | | 386 | | | 1,073 |
Additions for prior years | | | 246 | | | 23 |
Ending Balance | | | $4,307 | | | $3,675 |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Unrecognized benefits that would affect the effective tax rate | | | $— | | | $— |
Unrecognized benefits that would not affect the effective tax rate | | | 4,307 | | | 3,675 |
Total unrecognized benefits | | | $4,307 | | | $3,675 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Numerator | | | | | ||
Net loss attributable to common stockholders | | | $(38,807) | | | $(54,573) |
Denominator: | | | | | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | | | 30,040,703 | | | 28,244,825 |
Net loss per share attributable to common stockholders, basic and diluted | | | $(1.29) | | | $(1.93) |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Shares issuable upon exercise of stock options | | | 3,726,247 | | | 4,230,162 |
Shares issuable upon the exercise of warrants | | | 1,148,123 | | | 1,148,123 |
Non-vested shares under restricted stock grants | | | 16,046 | | | 203,015 |
Total | | | 4,890,416 | | | 5,581,300 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Beginning balance | | | $573 | | | $672 |
Losses of equity method investment | | | 151 | | | (96) |
Distribution from NovaPark | | | — | | | (3) |
Ending balance | | | $724 | | | $573 |
| | December 31, 2022 | | | December 31, 2021 | |
ASSETS | | | | | ||
Current assets: | | | | | ||
Cash and cash equivalents | | | $6,155,668 | | | $9,278,746 |
Restricted cash, current | | | 1,640,966 | | | 148,260 |
Prepaid expenses and other current assets | | | 2,920,357 | | | 934,955 |
Total current assets | | | 10,716,991 | | | 10,361,961 |
Property and equipment, net | | | 1,146,764 | | | 887,368 |
Right-of-use-asset | | | 7,349,538 | | | — |
Restricted cash, noncurrent | | | 617,504 | | | 617,504 |
Other long-term prepaid assets | | | 2,833,512 | | | 2,947,721 |
Total assets | | | $22,664,309 | | | $14,814,554 |
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | | | | | ||
Current liabilities: | | | | | ||
Accounts payable | | | $2,805,186 | | | $1,681,101 |
Accrued expenses | | | 1,934,662 | | | 2,448,273 |
Convertible notes payable, net of discount and issuance costs | | | — | | | 11,797,071 |
Embedded derivative liability | | | — | | | 2,955,297 |
Deferred research obligation | | | 1,436,375 | | | — |
Operating lease liability, current | | | 692,164 | | | — |
Total current liabilities | | | 6,868,387 | | | 18,881,742 |
Operating lease liability, noncurrent | | | 6,789,415 | | | — |
Unvested option exercise liability | | | 92,000 | | | 29,750 |
Total liabilities | | | 13,749,802 | | | 18,911,492 |
| | | | |||
Commitments and contingencies (Note 14) | | | | | ||
| | | | |||
Convertible preferred stock: | | | | | ||
Series C convertible preferred stock, $0.001 par value: authorized shares of 270,099,378 shares; issued and outstanding shares of 162,329,185 at December 31, 2022 (liquidation value $37,917,402 at December 31, 2022) | | | 40,620,544 | | | — |
Series B convertible preferred stock, $0.001 par value: authorized shares of 72,802,898 and 82,512,218; issued and outstanding shares of 72,802,898 at December 31, 2022 and December 31, 2021 (liquidation value $72,802,898 at December 31, 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 December 31, 2022 and December 31, 2021 (liquidation value $7,645,438 at December 31, 2022 and December 31, 2021) | | | 7,495,438 | | | 7,495,438 |
Total convertible preferred stock | | | 111,059,902 | | | 70,439,358 |
Stockholders’ deficit: | | | | | ||
Common stock, $0.01 par value: authorized 520,000,000 and 123,000,000 shares at December 31, 2022 and December 31, 2021; issued shares of 18,099,327 and outstanding of 17,699,327 at December 31, 2022 and issued shares of 17,766,383 and outstanding of 17,142,575 at December 31, 2021 | | | 176,993 | | | 171,426 |
Additional paid-in capital | | | 4,685,860 | | | 4,092,838 |
Accumulated deficit | | | (107,008,248) | | | (78,800,560) |
Total stockholders’ deficit | | | (102,145,395) | | | (74,536,296) |
| | | | |||
Total liabilities, convertible preferred stock, and stockholders' deficit | | | $22,664,309 | | | $14,814,554 |
| | Years ended December 31, | ||||
| | 2022 | | | 2021 | |
Operating expenses: | | | | | ||
Research and development | | | $18,103,106 | | | $17,931,797 |
General and administrative | | | 5,630,276 | | | 7,542,889 |
Total operating expenses | | | 23,733,382 | | | 25,474,686 |
| | | | |||
Loss from operations | | | (23,733,382) | | | (25,474,686) |
Other income (expense): | | | | | ||
Change in the fair value of embedded derivative | | | (945,355) | | | (52,962) |
Change to gain on extinguishment of convertible notes payable | | | 2,058 | | | — |
Interest income | | | 64,829 | | | 3,392 |
Interest expense | | | (3,595,838) | | | (876,442) |
Total other (expense) | | | (4,474,306) | | | (926,012) |
Net loss | | | $(28,207,688) | | | $(26,400,698) |
Net loss per share attributable to common stockholders, basic and diluted | | | $(1.62) | | | $(1.73) |
Weighted-average common shares outstanding, basic and diluted | | | 17,458,461 | | | 15,280,340 |
| | 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 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 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) |
Stock-based compensation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 578,607 | | | — | | | 578,607 |
Issuance of common stock upon exercise of options | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,944 | | | 329 | | | — | | | 6,903 | | | — | | | 7,232 |
Vesting of restricted common stock | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 523,808 | | | 5,238 | | | — | | | 7,512 | | | — | | | 12,750 |
Issuance of Series C convertible preferred stock, net of issuance costs of $1,195,457 | | | 86,628,306 | | | 21,119,998 | | | — | | | — | | | — | | | — | | | 21,119,998 | | | — | | | — | | | — | | | — | | | — | | | — |
Issuance of Series C convertible preferred stock upon extinguishment of convertible notes payable | | | 75,700,879 | | | 19,500,546 | | | — | | | — | | | — | | | — | | | 19,500,546 | | | — | | | — | | | — | | | — | | | — | | | — |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (28,207,688) | | | (28,207,688) |
Balance at December 31, 2022 | | | 162,329,185 | | | $40,620,544 | | | 72,802,898 | | | $62,943,920 | | | 5,000,000 | | | $7,495,438 | | | $111,059,902 | | | 17,699,327 | | | $176,993 | | | $— | | | $4,685,860 | | | $(107,008,248) | | | $(102,145,395) |
Asset Classification | | | Estimated Useful Life |
Equipment | | | 5 years |
Furniture and fixtures | | | 3 years |
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) the Company satisfies a performance obligation. |
| | Fair Value Measured at December 31, 2022 | ||||||||||
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total | |
Money market funds(1) | | | $9,860 | | | $— | | | $— | | | $9,860 |
Total assets | | | $9,860 | | | $— | | | $— | | | $9,860 |
Warrants liabilities | | | $— | | | $— | | | $19 | | | $19 |
Total Liabilities | | | $— | | | $— | | | $19 | | | $19 |
| | 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 | |
Money market funds(1) | | | $87,252 | | | $— | | | $— | | | $87,252 |
Total assets | | | $87,252 | | | $— | | | $— | | | $87,252 |
Warrant liabilities | | | $— | | | $— | | | $114 | | | $114 |
Total liabilities | | | $— | | | $— | | | $114 | | | $114 |
(1) | Included in cash and cash equivalents on the consolidated balance sheets. This balance includes cash requirements settled on a nightly basis. |
| | As of December 31, 2022 | | | As of December 31, 2021 | |
Balance, beginning of period | | | $114 | | | $10,704 |
Net exercise of warrants | | | — | | | (13,509) |
Change in fair value | | | (95) | | | 2,919 |
Balance, end of period | | | $19 | | | $114 |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Strike price | | | $ 7.60 | | | $7.60 |
Contractual term (years) | | | 5.7 | | | 6.7 |
Volatility (annual) | | | 112.4% | | | 124.0% |
Risk-free rate | | | 4.3% | | | 1.4% |
Dividend yield (per share) | | | 0.0% | | | 0.0% |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Prepaid insurance | | | $291 | | | $275 |
Security deposit | | | 101 | | | 131 |
Angion Pty tax receivable | | | 305 | | | 781 |
Other | | | 246 | | | 498 |
Total prepaid and other current assets | | | $943 | | | $1,685 |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Equipment | | | $866 | | | $866 |
Furniture and fixtures | | | 34 | | | 34 |
Leasehold improvements | | | 68 | | | 68 |
Total property and equipment | | | 968 | | | 968 |
Less: accumulated depreciation | | | (695) | | | (517) |
Property and equipment, net | | | $273 | | | $451 |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Accrued compensation | | | $112 | | | $1,274 |
Accrued restructuring (Note 10) | | | 1,572 | | | — |
Accrued direct research costs | | | 774 | | | 1,196 |
Accrued operating expenses | | | 111 | | | 749 |
Total accrued expenses | | | $2,569 | | | $3,219 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Risk-free interest rate | | | 1.7% | | | 0.7% |
Expected dividend yield | | | — | | | — |
Expected term in years | | | 5.9 | | | 6.0 |
Expected volatility | | | 70.8% - 72.5% | | | 71.8% - 73.1% |
| | Number of Shares | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (in years) | | | Total Intrinsic Value (in thousands) | |
Outstanding as of December 31, 2021 | | | 4,230,162 | | | $8.92 | | | 7.8 | | | $— |
Options granted | | | 2,257,100 | | | 1.93 | | | | | ||
Options forfeited | | | (2,761,015) | | | 6.73 | | | | | ||
Outstanding as of December 31, 2022 | | | 3,726,247 | | | $6.30 | | | 7.0 | | | $— |
Options vested and exercisable | | | 2,493,026 | | | $6.78 | | | 6.2 | | | $— |
| | Restricted Stock Units | | | Weighted Average Grant Date Fair Value Per Share | |
Outstanding at December 31, 2021 | | | 17,504 | | | $9.51 |
Vested | | | (1,458) | | | $9.51 |
Outstanding at December 31, 2022 | | | 16,046 | | | $9.51 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Research and development | | | $(1,289) | | | $5,898 |
General and administrative | | | 2,174 | | | 6,143 |
Total | | | $885 | | | $12,041 |
| | Classification | | | Exercise Price | | | Expiration Date | | | Warrants at December 31, | ||||
| 2022 | | | 2021 | |||||||||||
Warrants issued with Conversion of Notes to Common Stock | | | Equity | | | $8.03 | | | 8/31/28 | | | 232,287 | | | 232,287 |
Warrants issued with Units in the Equity Offering | | | Equity | | | $8.03 | | | 8/31/28 | | | 875,034 | | | 875,034 |
Broker Warrants issued with Equity Offering | | | Equity | | | $0.01 | | | 8/31/25 | | | 1,297 | | | 1,297 |
Consultant Warrants | | | Liability | | | $7.60 | | | 8/31/28 | | | 39,505 | | | 39,505 |
Total Warrants | | | | | | | | | 1,148,123 | | | 1,148,123 |
| | For the Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Operating leases | | | | | ||
Operating lease cost | | | $1,317 | | | $1,142 |
Variable cost | | | 350 | | | 473 |
Short-term lease rent expense | | | 18 | | | 44 |
Total rent expense | | | $1,685 | | | $1,659 |
| | For the Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Operating cash outflows from operating leases | | | $1,289 | | | $1,179 |
Right-of-use assets exchanged for operating lease liabilities | | | $— | | | $624 |
Weighted-average remaining lease term—operating leases (in years) | | | 3.1 | | | 3.8 |
Weighted-average discount rate—operating leases | | | 9.5% | | | 10.1% |
Year Ended December 31, | | | Amounts |
2023 | | | $1,305 |
2024 | | | 1,209 |
2025 | | | 1,104 |
2026 | | | 516 |
Total | | | 4,134 |
Less present value discount | | | (659) |
Operating lease liabilities | | | $3,475 |
| | For the Year Ended December 31, | |
| | 2022 | |
Cash flow information: | | | |
Payments of financing obligation | | | |
Operating cash flows from financing obligation | | | $36 |
Financing cash flows from financing obligation | | | $58 |
Other information: | | | |
Weighted-average remaining lease term (in years) | | | 2.3 |
Weighted-average discount rate (in percent) | | | 1.1% |
Carrying value of leased asset included in Property and Equipment, net | | | $208 |
Depreciation associated with the leased asset | | | $62 |
Year Ended December 31, | | | Amounts |
2023 | | | $94 |
2024 | | | 94 |
2025 | | | 31 |
Total | | | $219 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
United States | | | $(38,302) | | | $(53,547) |
Foreign | | | (496) | | | (1,026) |
Total | | | $(38,798) | | | $(54,573) |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Current: | | | | | ||
Federal | | | $— | | | $— |
United States | | | 11 | | | — |
Foreign | | | — | | | — |
Total Current | | | 11 | | | — |
| | | ||||
Deferred | | | | | ||
Federal | | | (6,710) | | | (5,460) |
State | | | (699) | | | (4,779) |
Change in valuation allowance | | | 7,409 | | | 10,239 |
Total Deferred | | | — | | | — |
Total tax provision | | | $11 | | | $— |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Federal statutory income tax rate | | | 21.0% | | | 21.0% |
Stock compensation | | | (2.3)% | | | (2.3)% |
Foreign rate differential | | | (0.3)% | | | (0.1)% |
Interest | | | —% | | | (4.3)% |
R&D and other tax credit changes | | | 1.4% | | | 2.8% |
Permanent items | | | (0.3)% | | | (7.3)% |
Global Intangible Low-Taxed Income | | | (0.3)% | | | —% |
Nontaxable Income | | | —% | | | 0.3% |
Change in valuation allowance | | | (19.2)% | | | (10.1)% |
Effective income tax rate | | | 0.0% | | | 0.0% |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Deferred tax assets | | | | | ||
Net operating loss carryforwards | | | $32,659 | | | $29,211 |
R&D and other tax credit carryovers | | | 7,444 | | | 6,752 |
Lease liability | | | 879 | | | 1,224 |
Stock-based compensation | | | 1,005 | | | 3,070 |
Accrued compensation and other expenses | | | 149 | | | 536 |
Fixed assets | | | 5,020 | | | — |
Total deferred tax assets | | | 47,156 | | | 40,793 |
Deferred tax liabilities | | | | | ||
Fixed assets | | | — | | | (37) |
Right of use assets | | | (38) | | | (1,046) |
Valuation allowance | | | (47,118) | | | (39,710) |
Deferred tax assets, net of allowance | | | $— | | | $— |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Beginning Balance | | | $3,675 | | | $2,579 |
Additions | | | | | ||
Additions for current year | | | 386 | | | 1,073 |
Additions for prior years | | | 246 | | | 23 |
Ending Balance | | | $4,307 | | | $3,675 |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Unrecognized benefits that would affect the effective tax rate | | | $— | | | $— |
Unrecognized benefits that would not affect the effective tax rate | | | 4,307 | | | 3,675 |
Total unrecognized benefits | | | $4,307 | | | $3,675 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Numerator | | | | | ||
Net loss attributable to common stockholders | | | $(38,807) | | | $(54,573) |
Denominator: | | | | | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | | | 30,040,703 | | | 28,244,825 |
Net loss per share attributable to common stockholders, basic and diluted | | | $(1.29) | | | $(1.93) |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Shares issuable upon exercise of stock options | | | 3,726,247 | | | 4,230,162 |
Shares issuable upon the exercise of warrants | | | 1,148,123 | | | 1,148,123 |
Non-vested shares under restricted stock grants | | | 16,046 | | | 203,015 |
Total | | | 4,890,416 | | | 5,581,300 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Beginning balance | | | $573 | | | $672 |
Losses of equity method investment | | | 151 | | | (96) |
Distribution from NovaPark | | | — | | | (3) |
Ending balance | | | $724 | | | $573 |
| | Years ended December 31, | ||||
| | 2022 | | | 2021 | |
Cash flows from operating activities: | | | | | ||
Net loss | | | $(28,207,688) | | | $(26,400,698) |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | ||
Depreciation expense | | | 390,316 | | | 251,451 |
Non-cash interest income | | | — | | | (351) |
Non-cash interest expense | | | 3,595,838 | | | 667,400 |
Non-cash change in fair value of embedded derivative | | | 945,355 | | | 52,962 |
Non-cash gain on extinguishment of convertible notes payable | | | (2,058) | | | — |
Stock-based compensation | | | 578,607 | | | 617,756 |
Loss on disposal of property and equipment | | | 4,124 | | | — |
Changes in operating assets and liabilities: | | | | | ||
(Increase) decrease in: | | | | | ||
Prepaid expenses and other current assets | | | (1,985,402) | | | (597,220) |
Right of use asset | | | 667,245 | | | 410,911 |
Other long term prepaid assets | | | 114,209 | | | 237,008 |
Increase (decrease) in: | | | | | ||
Accounts payable | | | 1,124,085 | | | 30,229 |
Accrued expenses | | | (304,568) | | | 1,230,936 |
Deferred research obligation | | | 1,436,375 | | | — |
Operating lease liability | | | (535,204) | | | (439,429) |
Net cash used in operating activities | | | (22,178,766) | | | (23,939,045) |
Cash flows from investing activities: | | | | | ||
Purchases of property and equipment | | | (653,836) | | | (525,359) |
Net cash used in investing activities | | | (653,836) | | | (525,359) |
| | | | |||
Cash flows from financing activities: | | | | | ||
Proceeds from issuance of Series C convertible preferred stock, net of issuance costs | | | 21,119,998 | | | — |
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs | | | — | | | 4,945,297 |
Proceeds from issuance of convertible notes payable | | | — | | | 14,470,000 |
Payment of issuance costs for convertible notes payable | | | — | | | (437,994) |
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 | | | 82,232 | | | 63,174 |
Net cash provided by financing activities | | | 21,202,230 | | | 19,393,568 |
Net (decrease) in cash, cash equivalents, and restricted cash | | | (1,630,372) | | | (5,070,836) |
Cash, cash equivalents, and restricted cash, beginning of year | | | 10,044,510 | | | 15,115,346 |
Cash, cash equivalents, and restricted cash, end of year | | | $8,414,138 | | | $10,044,510 |
Components of cash, cash equivalents, and restricted cash: | | | | | ||
Cash and cash equivalents | | | $6,155,668 | | | $9,278,746 |
Restricted cash | | | 2,258,470 | | | 765,764 |
Total cash, cash equivalents, and restricted cash | | | $8,414,138 | | | $10,044,510 |
Supplemental disclosure of noncash activities: | | | | | ||
Loss on disposal of property and equipment | | | $4,124 | | | $— |
Non-cash issuance of Series C convertible preferred stock | | | $19,500,546 | | | $— |
Non-cash interest expense from accretion of convertible note discount from embedded derivative | | | $2,344,434 | | | $557,902 |
Non-cash interest expense from accretion of convertible note discount from issuance costs | | | $328,495 | | | $109,498 |
Non-cash interest expense from convertible notes payable | | | $922,909 | | | $209,042 |
| | December 31, 2022 | | | December 31, 2021 | |
ASSETS | | | | | ||
Current assets: | | | | | ||
Cash and cash equivalents | | | $6,155,668 | | | $9,278,746 |
Restricted cash, current | | | 1,640,966 | | | 148,260 |
Prepaid expenses and other current assets | | | 2,920,357 | | | 934,955 |
Total current assets | | | 10,716,991 | | | 10,361,961 |
Property and equipment, net | | | 1,146,764 | | | 887,368 |
Right-of-use-asset | | | 7,349,538 | | | — |
Restricted cash, noncurrent | | | 617,504 | | | 617,504 |
Other long-term prepaid assets | | | 2,833,512 | | | 2,947,721 |
Total assets | | | $22,664,309 | | | $14,814,554 |
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | | | | | ||
Current liabilities: | | | | | ||
Accounts payable | | | $2,805,186 | | | $1,681,101 |
Accrued expenses | | | 1,934,662 | | | 2,448,273 |
Convertible notes payable, net of discount and issuance costs | | | — | | | 11,797,071 |
Embedded derivative liability | | | — | | | 2,955,297 |
Deferred research obligation | | | 1,436,375 | | | — |
Operating lease liability, current | | | 692,164 | | | — |
Total current liabilities | | | 6,868,387 | | | 18,881,742 |
Operating lease liability, noncurrent | | | 6,789,415 | | | — |
Unvested option exercise liability | | | 92,000 | | | 29,750 |
Total liabilities | | | 13,749,802 | | | 18,911,492 |
| | | | |||
Commitments and contingencies (Note 14) | | | | | ||
| | | | |||
Convertible preferred stock: | | | | | ||
Series C convertible preferred stock, $0.001 par value: authorized shares of 270,099,378 shares; issued and outstanding shares of 162,329,185 at December 31, 2022 (liquidation value $37,917,402 at December 31, 2022) | | | 40,620,544 | | | — |
Series B convertible preferred stock, $0.001 par value: authorized shares of 72,802,898 and 82,512,218; issued and outstanding shares of 72,802,898 at December 31, 2022 and December 31, 2021 (liquidation value $72,802,898 at December 31, 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 December 31, 2022 and December 31, 2021 (liquidation value $7,645,438 at December 31, 2022 and December 31, 2021) | | | 7,495,438 | | | 7,495,438 |
Total convertible preferred stock | | | 111,059,902 | | | 70,439,358 |
Stockholders’ deficit: | | | | | ||
Common stock, $0.01 par value: authorized 520,000,000 and 123,000,000 shares at December 31, 2022 and December 31, 2021; issued shares of 18,099,327 and outstanding of 17,699,327 at December 31, 2022 and issued shares of 17,766,383 and outstanding of 17,142,575 at December 31, 2021 | | | 176,993 | | | 171,426 |
Additional paid-in capital | | | 4,685,860 | | | 4,092,838 |
Accumulated deficit | | | (107,008,248) | | | (78,800,560) |
Total stockholders’ deficit | | | (102,145,395) | | | (74,536,296) |
| | | | |||
Total liabilities, convertible preferred stock, and stockholders' deficit | | | $22,664,309 | | | $14,814,554 |
| | Years ended December 31, | ||||
| | 2022 | | | 2021 | |
Operating expenses: | | | | | ||
Research and development | | | $18,103,106 | | | $17,931,797 |
General and administrative | | | 5,630,276 | | | 7,542,889 |
Total operating expenses | | | 23,733,382 | | | 25,474,686 |
| | | | |||
Loss from operations | | | (23,733,382) | | | (25,474,686) |
Other income (expense): | | | | | ||
Change in the fair value of embedded derivative | | | (945,355) | | | (52,962) |
Change to gain on extinguishment of convertible notes payable | | | 2,058 | | | — |
Interest income | | | 64,829 | | | 3,392 |
Interest expense | | | (3,595,838) | | | (876,442) |
Total other (expense) | | | (4,474,306) | | | (926,012) |
Net loss | | | $(28,207,688) | | | $(26,400,698) |
Net loss per share attributable to common stockholders, basic and diluted | | | $(1.62) | | | $(1.73) |
Weighted-average common shares outstanding, basic and diluted | | | 17,458,461 | | | 15,280,340 |
| | 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 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 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) |
Stock-based compensation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 578,607 | | | — | | | 578,607 |
Issuance of common stock upon exercise of options | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,944 | | | 329 | | | — | | | 6,903 | | | — | | | 7,232 |
Vesting of restricted common stock | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 523,808 | | | 5,238 | | | — | | | 7,512 | | | — | | | 12,750 |
Issuance of Series C convertible preferred stock, net of issuance costs of $1,195,457 | | | 86,628,306 | | | 21,119,998 | | | — | | | — | | | — | | | — | | | 21,119,998 | | | — | | | — | | | — | | | — | | | — | | | — |
Issuance of Series C convertible preferred stock upon extinguishment of convertible notes payable | | | 75,700,879 | | | 19,500,546 | | | — | | | — | | | — | | | — | | | 19,500,546 | | | — | | | — | | | — | | | — | | | — | | | — |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (28,207,688) | | | (28,207,688) |
Balance at December 31, 2022 | | | 162,329,185 | | | $40,620,544 | | | 72,802,898 | | | $62,943,920 | | | 5,000,000 | | | $7,495,438 | | | $111,059,902 | | | 17,699,327 | | | $176,993 | | | $— | | | $4,685,860 | | | $(107,008,248) | | | $(102,145,395) |
Asset Classification | | | Estimated Useful Life |
Equipment | | | 5 years |
Furniture and fixtures | | | 3 years |
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) the Company satisfies a performance obligation. |
| | Fair Value Measured at December 31, 2022 | ||||||||||
| | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total | |
Money market funds(1) | | | $9,860 | | | $— | | | $— | | | $9,860 |
Total assets | | | $9,860 | | | $— | | | $— | | | $9,860 |
Warrants liabilities | | | $— | | | $— | | | $19 | | | $19 |
Total Liabilities | | | $— | | | $— | | | $19 | | | $19 |
| | 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 | |
Money market funds(1) | | | $87,252 | | | $— | | | $— | | | $87,252 |
Total assets | | | $87,252 | | | $— | | | $— | | | $87,252 |
Warrant liabilities | | | $— | | | $— | | | $114 | | | $114 |
Total liabilities | | | $— | | | $— | | | $114 | | | $114 |
(1) | Included in cash and cash equivalents on the consolidated balance sheets. This balance includes cash requirements settled on a nightly basis. |
| | As of December 31, 2022 | | | As of December 31, 2021 | |
Balance, beginning of period | | | $114 | | | $10,704 |
Net exercise of warrants | | | — | | | (13,509) |
Change in fair value | | | (95) | | | 2,919 |
Balance, end of period | | | $19 | | | $114 |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Strike price | | | $ 7.60 | | | $7.60 |
Contractual term (years) | | | 5.7 | | | 6.7 |
Volatility (annual) | | | 112.4% | | | 124.0% |
Risk-free rate | | | 4.3% | | | 1.4% |
Dividend yield (per share) | | | 0.0% | | | 0.0% |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Prepaid insurance | | | $291 | | | $275 |
Security deposit | | | 101 | | | 131 |
Angion Pty tax receivable | | | 305 | | | 781 |
Other | | | 246 | | | 498 |
Total prepaid and other current assets | | | $943 | | | $1,685 |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Equipment | | | $866 | | | $866 |
Furniture and fixtures | | | 34 | | | 34 |
Leasehold improvements | | | 68 | | | 68 |
Total property and equipment | | | 968 | | | 968 |
Less: accumulated depreciation | | | (695) | | | (517) |
Property and equipment, net | | | $273 | | | $451 |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Accrued compensation | | | $112 | | | $1,274 |
Accrued restructuring (Note 10) | | | 1,572 | | | — |
Accrued direct research costs | | | 774 | | | 1,196 |
Accrued operating expenses | | | 111 | | | 749 |
Total accrued expenses | | | $2,569 | | | $3,219 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Risk-free interest rate | | | 1.7% | | | 0.7% |
Expected dividend yield | | | — | | | — |
Expected term in years | | | 5.9 | | | 6.0 |
Expected volatility | | | 70.8% - 72.5% | | | 71.8% - 73.1% |
| | Number of Shares | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life (in years) | | | Total Intrinsic Value (in thousands) | |
Outstanding as of December 31, 2021 | | | 4,230,162 | | | $8.92 | | | 7.8 | | | $— |
Options granted | | | 2,257,100 | | | 1.93 | | | | | ||
Options forfeited | | | (2,761,015) | | | 6.73 | | | | | ||
Outstanding as of December 31, 2022 | | | 3,726,247 | | | $6.30 | | | 7.0 | | | $— |
Options vested and exercisable | | | 2,493,026 | | | $6.78 | | | 6.2 | | | $— |
| | Restricted Stock Units | | | Weighted Average Grant Date Fair Value Per Share | |
Outstanding at December 31, 2021 | | | 17,504 | | | $9.51 |
Vested | | | (1,458) | | | $9.51 |
Outstanding at December 31, 2022 | | | 16,046 | | | $9.51 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Research and development | | | $(1,289) | | | $5,898 |
General and administrative | | | 2,174 | | | 6,143 |
Total | | | $885 | | | $12,041 |
| | Classification | | | Exercise Price | | | Expiration Date | | | Warrants at December 31, | ||||
| 2022 | | | 2021 | |||||||||||
Warrants issued with Conversion of Notes to Common Stock | | | Equity | | | $8.03 | | | 8/31/28 | | | 232,287 | | | 232,287 |
Warrants issued with Units in the Equity Offering | | | Equity | | | $8.03 | | | 8/31/28 | | | 875,034 | | | 875,034 |
Broker Warrants issued with Equity Offering | | | Equity | | | $0.01 | | | 8/31/25 | | | 1,297 | | | 1,297 |
Consultant Warrants | | | Liability | | | $7.60 | | | 8/31/28 | | | 39,505 | | | 39,505 |
Total Warrants | | | | | | | | | 1,148,123 | | | 1,148,123 |
| | For the Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Operating leases | | | | | ||
Operating lease cost | | | $1,317 | | | $1,142 |
Variable cost | | | 350 | | | 473 |
Short-term lease rent expense | | | 18 | | | 44 |
Total rent expense | | | $1,685 | | | $1,659 |
| | For the Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Operating cash outflows from operating leases | | | $1,289 | | | $1,179 |
Right-of-use assets exchanged for operating lease liabilities | | | $— | | | $624 |
Weighted-average remaining lease term—operating leases (in years) | | | 3.1 | | | 3.8 |
Weighted-average discount rate—operating leases | | | 9.5% | | | 10.1% |
Year Ended December 31, | | | Amounts |
2023 | | | $1,305 |
2024 | | | 1,209 |
2025 | | | 1,104 |
2026 | | | 516 |
Total | | | 4,134 |
Less present value discount | | | (659) |
Operating lease liabilities | | | $3,475 |
| | For the Year Ended December 31, | |
| | 2022 | |
Cash flow information: | | | |
Payments of financing obligation | | | |
Operating cash flows from financing obligation | | | $36 |
Financing cash flows from financing obligation | | | $58 |
Other information: | | | |
Weighted-average remaining lease term (in years) | | | 2.3 |
Weighted-average discount rate (in percent) | | | 1.1% |
Carrying value of leased asset included in Property and Equipment, net | | | $208 |
Depreciation associated with the leased asset | | | $62 |
Year Ended December 31, | | | Amounts |
2023 | | | $94 |
2024 | | | 94 |
2025 | | | 31 |
Total | | | $219 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
United States | | | $(38,302) | | | $(53,547) |
Foreign | | | (496) | | | (1,026) |
Total | | | $(38,798) | | | $(54,573) |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Current: | | | | | ||
Federal | | | $— | | | $— |
United States | | | 11 | | | — |
Foreign | | | — | | | — |
Total Current | | | 11 | | | — |
| | | ||||
Deferred | | | | | ||
Federal | | | (6,710) | | | (5,460) |
State | | | (699) | | | (4,779) |
Change in valuation allowance | | | 7,409 | | | 10,239 |
Total Deferred | | | — | | | — |
Total tax provision | | | $11 | | | $— |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Federal statutory income tax rate | | | 21.0% | | | 21.0% |
Stock compensation | | | (2.3)% | | | (2.3)% |
Foreign rate differential | | | (0.3)% | | | (0.1)% |
Interest | | | —% | | | (4.3)% |
R&D and other tax credit changes | | | 1.4% | | | 2.8% |
Permanent items | | | (0.3)% | | | (7.3)% |
Global Intangible Low-Taxed Income | | | (0.3)% | | | —% |
Nontaxable Income | | | —% | | | 0.3% |
Change in valuation allowance | | | (19.2)% | | | (10.1)% |
Effective income tax rate | | | 0.0% | | | 0.0% |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Deferred tax assets | | | | | ||
Net operating loss carryforwards | | | $32,659 | | | $29,211 |
R&D and other tax credit carryovers | | | 7,444 | | | 6,752 |
Lease liability | | | 879 | | | 1,224 |
Stock-based compensation | | | 1,005 | | | 3,070 |
Accrued compensation and other expenses | | | 149 | | | 536 |
Fixed assets | | | 5,020 | | | — |
Total deferred tax assets | | | 47,156 | | | 40,793 |
Deferred tax liabilities | | | | | ||
Fixed assets | | | — | | | (37) |
Right of use assets | | | (38) | | | (1,046) |
Valuation allowance | | | (47,118) | | | (39,710) |
Deferred tax assets, net of allowance | | | $— | | | $— |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Beginning Balance | | | $3,675 | | | $2,579 |
Additions | | | | | ||
Additions for current year | | | 386 | | | 1,073 |
Additions for prior years | | | 246 | | | 23 |
Ending Balance | | | $4,307 | | | $3,675 |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Unrecognized benefits that would affect the effective tax rate | | | $— | | | $— |
Unrecognized benefits that would not affect the effective tax rate | | | 4,307 | | | 3,675 |
Total unrecognized benefits | | | $4,307 | | | $3,675 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Numerator | | | | | ||
Net loss attributable to common stockholders | | | $(38,807) | | | $(54,573) |
Denominator: | | | | | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | | | 30,040,703 | | | 28,244,825 |
Net loss per share attributable to common stockholders, basic and diluted | | | $(1.29) | | | $(1.93) |
| | December 31, | ||||
| | 2022 | | | 2021 | |
Shares issuable upon exercise of stock options | | | 3,726,247 | | | 4,230,162 |
Shares issuable upon the exercise of warrants | | | 1,148,123 | | | 1,148,123 |
Non-vested shares under restricted stock grants | | | 16,046 | | | 203,015 |
Total | | | 4,890,416 | | | 5,581,300 |
| | Year Ended December 31, | ||||
| | 2022 | | | 2021 | |
Beginning balance | | | $573 | | | $672 |
Losses of equity method investment | | | 151 | | | (96) |
Distribution from NovaPark | | | — | | | (3) |
Ending balance | | | $724 | | | $573 |
| | December 31, 2022 | | | December 31, 2021 | |
ASSETS | | | | | ||
Current assets: | | | | | ||
Cash and cash equivalents | | | $6,155,668 | | | $9,278,746 |
Restricted cash, current | | | 1,640,966 | | | 148,260 |
Prepaid expenses and other current assets | | | 2,920,357 | | | 934,955 |
Total current assets | | | 10,716,991 | | | 10,361,961 |
Property and equipment, net | | | 1,146,764 | | | 887,368 |
Right-of-use-asset | | | 7,349,538 | | | — |
Restricted cash, noncurrent | | | 617,504 | | | 617,504 |
Other long-term prepaid assets | | | 2,833,512 | | | 2,947,721 |
Total assets | | | $22,664,309 | | | $14,814,554 |
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | | | | | ||
Current liabilities: | | | | | ||
Accounts payable | | | $2,805,186 | | | $1,681,101 |
Accrued expenses | | | 1,934,662 | | | 2,448,273 |
Convertible notes payable, net of discount and issuance costs | | | — | | | 11,797,071 |
Embedded derivative liability | | | — | | | 2,955,297 |
Deferred research obligation | | | 1,436,375 | | | — |
Operating lease liability, current | | | 692,164 | | | — |
Total current liabilities | | | 6,868,387 | | | 18,881,742 |
Operating lease liability, noncurrent | | | 6,789,415 | | | — |
Unvested option exercise liability | | | 92,000 | | | 29,750 |
Total liabilities | | | 13,749,802 | | | 18,911,492 |
| | | | |||
Commitments and contingencies (Note 14) | | | | | ||
| | | | |||
Convertible preferred stock: | | | | | ||
Series C convertible preferred stock, $0.001 par value: authorized shares of 270,099,378 shares; issued and outstanding shares of 162,329,185 at December 31, 2022 (liquidation value $37,917,402 at December 31, 2022) | | | 40,620,544 | | | — |
Series B convertible preferred stock, $0.001 par value: authorized shares of 72,802,898 and 82,512,218; issued and outstanding shares of 72,802,898 at December 31, 2022 and December 31, 2021 (liquidation value $72,802,898 at December 31, 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 December 31, 2022 and December 31, 2021 (liquidation value $7,645,438 at December 31, 2022 and December 31, 2021) | | | 7,495,438 | | | 7,495,438 |
Total convertible preferred stock | | | 111,059,902 | | | 70,439,358 |
Stockholders’ deficit: | | | | | ||
Common stock, $0.01 par value: authorized 520,000,000 and 123,000,000 shares at December 31, 2022 and December 31, 2021; issued shares of 18,099,327 and outstanding of 17,699,327 at December 31, 2022 and issued shares of 17,766,383 and outstanding of 17,142,575 at December 31, 2021 | | | 176,993 | | | 171,426 |
Additional paid-in capital | | | 4,685,860 | | | 4,092,838 |
Accumulated deficit | | | (107,008,248) | | | (78,800,560) |
Total stockholders’ deficit | | | (102,145,395) | | | (74,536,296) |
| | | | |||
Total liabilities, convertible preferred stock, and stockholders' deficit | | | $22,664,309 | | | $14,814,554 |
| | Years ended December 31, | ||||
| | 2022 | | | 2021 | |
Operating expenses: | | | | | ||
Research and development | | | $18,103,106 | | | $17,931,797 |
General and administrative | | | 5,630,276 | | | 7,542,889 |
Total operating expenses | | | 23,733,382 | | | 25,474,686 |
| | | | |||
Loss from operations | | | (23,733,382) | | | (25,474,686) |
Other income (expense): | | | | | ||
Change in the fair value of embedded derivative | | | (945,355) | | | (52,962) |
Change to gain on extinguishment of convertible notes payable | | | 2,058 | | | — |
Interest income | | | 64,829 | | | 3,392 |
Interest expense | | | (3,595,838) | | | (876,442) |
Total other (expense) | | | (4,474,306) | | | (926,012) |
Net loss | | | $(28,207,688) | | | $(26,400,698) |
Net loss per share attributable to common stockholders, basic and diluted | | | $(1.62) | | | $(1.73) |
Weighted-average common shares outstanding, basic and diluted | | | 17,458,461 | | | 15,280,340 |
| | 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 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 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) |
Stock-based compensation | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 578,607 | | | — | | | 578,607 |
Issuance of common stock upon exercise of options | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,944 | | | 329 | | | — | | | 6,903 | | | — | | | 7,232 |
Vesting of restricted common stock | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 523,808 | | | 5,238 | | | — | | | 7,512 | | | — | | | 12,750 |
Issuance of Series C convertible preferred stock, net of issuance costs of $1,195,457 | | | 86,628,306 | | | 21,119,998 | | | — | | | — | | | — | | | — | | | 21,119,998 | | | — | | | — | | | — | | | — | | | — | | | — |
Issuance of Series C convertible preferred stock upon extinguishment of convertible notes payable | | | 75,700,879 | | | 19,500,546 | | | — | | | — | | | — | | | — | | | 19,500,546 | | | — | | | — | | | — | | | — | | | — | | | — |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (28,207,688) | | | (28,207,688) |
Balance at December 31, 2022 | | | 162,329,185 | | | $40,620,544 | | | 72,802,898 | | | $62,943,920 | | | 5,000,000 | | | $7,495,438 | | | $111,059,902 | | | 17,699,327 | | | $176,993 | | | $— | | | $4,685,860 | | | $(107,008,248) | | | $(102,145,395) |
| | Years ended December 31, | ||||
| | 2022 | | | 2021 | |
Cash flows from operating activities: | | | | | ||
Net loss | | | $(28,207,688) | | | $(26,400,698) |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | ||
Depreciation expense | | | 390,316 | | | 251,451 |
Non-cash interest income | | | — | | | (351) |
Non-cash interest expense | | | 3,595,838 | | | 667,400 |
Non-cash change in fair value of embedded derivative | | | 945,355 | | | 52,962 |
Non-cash gain on extinguishment of convertible notes payable | | | (2,058) | | | — |
Stock-based compensation | | | 578,607 | | | 617,756 |
Loss on disposal of property and equipment | | | 4,124 | | | — |
Changes in operating assets and liabilities: | | | | | ||
(Increase) decrease in: | | | | | ||
Prepaid expenses and other current assets | | | (1,985,402) | | | (597,220) |
Right of use asset | | | 667,245 | | | 410,911 |
Other long term prepaid assets | | | 114,209 | | | 237,008 |
Increase (decrease) in: | | | | | ||
Accounts payable | | | 1,124,085 | | | 30,229 |
Accrued expenses | | | (304,568) | | | 1,230,936 |
Deferred research obligation | | | 1,436,375 | | | — |
Operating lease liability | | | (535,204) | | | (439,429) |
Net cash used in operating activities | | | (22,178,766) | | | (23,939,045) |
Cash flows from investing activities: | | | | | ||
Purchases of property and equipment | | | (653,836) | | | (525,359) |
Net cash used in investing activities | | | (653,836) | | | (525,359) |
| | | | |||
Cash flows from financing activities: | | | | | ||
Proceeds from issuance of Series C convertible preferred stock, net of issuance costs | | | 21,119,998 | | | — |
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs | | | — | | | 4,945,297 |
Proceeds from issuance of convertible notes payable | | | — | | | 14,470,000 |
Payment of issuance costs for convertible notes payable | | | — | | | (437,994) |
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 | | | 82,232 | | | 63,174 |
Net cash provided by financing activities | | | 21,202,230 | | | 19,393,568 |
Net (decrease) in cash, cash equivalents, and restricted cash | | | (1,630,372) | | | (5,070,836) |
Cash, cash equivalents, and restricted cash, beginning of year | | | 10,044,510 | | | 15,115,346 |
Cash, cash equivalents, and restricted cash, end of year | | | $8,414,138 | | | $10,044,510 |
Components of cash, cash equivalents, and restricted cash: | | | | | ||
Cash and cash equivalents | | | $6,155,668 | | | $9,278,746 |
Restricted cash | | | 2,258,470 | | | 765,764 |
Total cash, cash equivalents, and restricted cash | | | $8,414,138 | | | $10,044,510 |
Supplemental disclosure of noncash activities: | | | | | ||
Loss on disposal of property and equipment | | | $4,124 | | | $— |
Non-cash issuance of Series C convertible preferred stock | | | $19,500,546 | | | $— |
Non-cash interest expense from accretion of convertible note discount from embedded derivative | | | $2,344,434 | | | $557,902 |
Non-cash interest expense from accretion of convertible note discount from issuance costs | | | $328,495 | | | $109,498 |
Non-cash interest expense from convertible notes payable | | | $922,909 | | | $209,042 |
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 |
| | 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, 2022 | | | | | | | | | ||||
Assets: | | | | | | | | | ||||
Cash equivalents | | | $5,339,633 | | | $ — | | | $— | | | $5,339,633 |
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 | | | $1,238,403 | | | $430,368 |
Operating cash flows paid for amounts included in the measurement of lease liabilities | | | $1,106,361 | | | $458,887 |
Operating lease liability arising from obtaining right of use asset | | | $8,016,783 | | | $— |
Weighted average remaining lease term (years) | | | 7.2 | | | — |
Weighted average discount rate | | | 8.00% | | | 8.75% |
2023 | | | $1,265,883 |
2024 | | | 1,303,828 |
2025 | | | 1,342,959 |
2026 | | | 1,383,298 |
2027 | | | 1,424,734 |
2028 and thereafter | | | 3,232,164 |
Total future lease payments | | | 9,952,866 |
Less: imputed interest | | | (2,471,287) |
Total lease liabilities | | | 7,481,579 |
Less: operating lease liability, current portion | | | 692,164 |
Operating lease liability, noncurrent portion | | | $6,789,415 |
4. | PREPAID EXPENSES AND OTHER CURRENT ASSETS |
| | December 31, 2022 | | | December 31, 2021 | |
Prepaid research and development contract services | | | $2,132,535 | | | $633,830 |
Advanced professional fees | | | 647,824 | | | — |
Deposit for Cambridge lease | | | — | | | 6,839 |
Prepaid insurance | | | 103,513 | | | 88,848 |
Deposit for property and equipment | | | — | | | 117,180 |
Other prepaid expenses and other current assets | | | 36,485 | | | 88,258 |
Total prepaid expenses and other current assets | | | $2,920,357 | | | $934,955 |
5. | PROPERTY AND EQUIPMENT, NET |
| | December 31, 2022 | | | December 31, 2021 | |
Laboratory equipment | | | $1,786,475 | | | $1,394,541 |
Furniture and fixtures | | | 359,386 | | | 122,708 |
Leasehold Improvements | | | 123,558 | | | — |
Construction in process | | | — | | | 131,930 |
Total | | | 2,269,419 | | | 1,646,179 |
Less: accumulated depreciation | | | (1,122,655) | | | (758,811) |
Property and equipment, net | | | $1,146,764 | | | $887,368 |
6. | OTHER LONG-TERM PREPAID ASSETS |
7. | ACCRUED EXPENSES |
| | December 31, 2022 | | | December 31, 2021 | |
Accrued professional fees | | | $179,669 | | | $106,214 |
Accrued compensation and benefits | | | 1,490,651 | | | 1,194,717 |
Accrued research and development | | | 260,429 | | | 805,706 |
Accrued interest | | | — | | | 209,043 |
Construction in process | | | — | | | 131,930 |
Other accrued expenses | | | 3,913 | | | 633 |
Total accrued expenses | | | $1,934,662 | | | $2,448,273 |
8. | RESEARCH GRANT |
9. | CONVERTIBLE NOTES PAYABLE |
| | Convertible Notes Payable | | | Embedded Derivative | |
Balance as of 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 |
Accretion of debt discount | | | 2,672,929 | | | — |
Change in fair value | | | — | | | 945,355 |
Settlement of convertible notes payable | | | (14,470,000) | | | (3,900,652) |
Balance at December 31, 2022 | | | $— | | | $— |
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 | | | 1,277,666 | | | 0.26 |
Outstanding at December 31, 2022 | | | 8,001,812 | | | $0.97 |
12. | NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS |
| | 2022 | | | 2021 | |
Numerator: | | | | | ||
Net loss | | | $(28,207,688) | | | $(26,400,698) |
Denominator – basic and diluted: | | | | | ||
Weighted-average shares of Common Stock outstanding, basic and diluted | | | 17,458,461 | | | 15,280,340 |
Net loss per share—basic and diluted | | | $(1.62) | | | $(1.73) |
| | 2022 | | | 2021 | |
Series A Preferred | | | 7,314,219 | | | 5,000,000 |
Series B Preferred | | | 106,499,219 | | | 72,802,898 |
Series C Preferred | | | 162,329,185 | | | — |
Unvested common stock | | | 400,000 | | | 623,808 |
Warrants to purchase Common Stock | | | 8,001,812 | | | 6,724,146 |
Options to purchase Common Stock | | | 47,186,546 | | | 10,013,093 |
Total shares of Common Stock equivalents | | | 331,730,981 | | | 95,163,945 |
13. | STOCK-BASED COMPENSATION |
| | 2022 | | | 2021 | |
Research and development | | | $290,557 | | | $253,556 |
General and administrative | | | 190,405 | | | 364,200 |
Total stock-based compensation expense | | | $480,962 | | | $617,756 |
| | 2022 | | | 2021 | |
Risk-free interest rate | | | 1.64-3.88% | | | 0.59-1.54% |
Expected dividend yield | | | 0% | | | 0% |
Volatility | | | 60.3-73.2% | | | 64-66% |
Expected life in years | | | 5.5-10 | | | 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 | | | 38,551,352 | | | 0.09 | | | | | ||
Exercised | | | (332,944) | | | 0.25 | | | | | ||
Cancelled/Forfeited | | | (1,044,961) | | | 0.22 | | | | | ||
Outstanding at December 31, 2022 | | | 47,186,546 | | | $0.10 | | | 7.72 | | | — |
Exercisable at December 31, 2022 | | | 8,131,748 | | | $0.16 | | | 6.59 | | | — |
14. | COMMITMENTS AND CONTINGENCIES |
15. | INCOME TAXES |
| | 2022 | | | 2021 | |
Current: | | | | | ||
Federal | | | $— | | | $— |
State | | | — | | | — |
Foreign | | | — | | | — |
Total current provision | | | — | | | — |
Deferred: | | | | | ||
Federal | | | 5,162,235 | | | 5,634,734 |
State | | | 2,101,746 | | | 1,758,793 |
Foreign | | | — | | | — |
Total deferred benefits | | | 7,263,981 | | | 7,393,527 |
Valuation allowance | | | (7,263,981) | | | (7,393,527) |
Total deferred provision | | | — | | | — |
Total provision for income taxes | | | $— | | | $— |
| | 2022 | | | 2021 | |
Statutory federal income tax rate | | | 21.0% | | | 21.0% |
State tax, net of federal benefit | | | 5.1% | | | 5.1% |
Permanent differences | | | (4.6%) | | | (1.3%) |
Federal research and development credits | | | 2.6% | | | 2.4% |
State research and development credits | | | 0.9% | | | 0.8% |
Other differences | | | 0.9% | | | — % |
Change in valuation allowance | | | (25.8%) | | | (28.0%) |
Effective income tax rate | | | 0.0% | | | 0.0% |
| | 2022 | | | 2021 | |
Deferred tax assets (liabilities): | | | | | ||
Net operating loss carryforwards | | | $19,146,060 | | | $17,466,941 |
Research and development tax carryforwards | | | 3,819,964 | | | 2,711,887 |
Capitalized research and development | | | 4,303,557 | | | — |
ROU liability | | | 1,949,400 | | | — |
Other | | | 610,622 | | | 470,141 |
ROU asset | | | (1,914,996) | | | — |
Property and equipment | | | (37,105) | | | (35,446) |
Total deferred tax assets | | | 27,877,502 | | | 20,613,523 |
Less: Deferred tax asset valuation allowance | | | (27,877,502) | | | (20,613,523) |
Net deferred tax asset | | | $— | | | $— |
16. | RELATED PARTIES |
17. | MERGER AGREEMENT WITH ANGION BIOMEDICA CORPORATION |
18. | 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. | |||||
| | | | 7-57 Wells Avenue, Newton, Massachusetts 02459 | |||||
| | | | Attention: | | | Jay Venkatesan, CEO | ||
| | | | Email: | | | [***] | ||
| | | |
| | with a copy to (which shall not constitute notice): | |||||||
| | | | ||||||
| | | | Cooley LLP | |||||
| | | | 3 Embarcadero Center, 20th Floor | |||||
| | | | San Francisco, CA 94111-4004 | |||||
| | | | Attention: | | | Kenneth Guernsey | ||
| | | | Email: | | | kguernsey@cooley.com | ||
| | | | ||||||
| | if to the Company: | |||||||
| | | | ||||||
| | | | Elicio Therapeutics, Inc. | |||||
| | | | 451 D Street, 5th Floor, Suite 501 | |||||
| | | | Boston, MA 02210 | |||||
| | | | Attention: | | | Robert Connelly | ||
| | | | Email: | | | [***] | ||
| | | | ||||||
| | | | with a copy to (which shall not constitute notice): | |||||
| | | | ||||||
| | | | Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |||||
| | | | One Financial Center | |||||
| | | | Boston, MA 02111 | |||||
| | | | Attention: | | | William Hicks, Esq. and Daniel Bagliebter, Esq. | ||
| | | | Email: | | | WCHicks@mintz.com and DABagliebter@mintz.com | ||
| | | | ||||||
| | | | and | |||||
| | | | ||||||
| | | | Goulston & Storrs PC | |||||
| | | | 400 Atlantic Avenue | |||||
| | | | Boston, MA 02110-3333 | |||||
| | | | Attention: | | | Kristen Ferris, Esq. | ||
| | | | Email: | | | kferris@goulstonstorrs.com |
| | ANGION BIOMEDICA CORP. | ||||
| | | | |||
| | By: | | | /s/ Jay Venkatesan | |
| | Name: | | | Jay R. Venkatesan, M.D. | |
| | Title: | | | Chief Executive Officer | |
| | | | |||
| | ARKHAM MERGER SUB, INC. | ||||
| | | | |||
| | By: | | | /s/ Jay Venkatesan | |
| | Name: | | | Jay R. Venkatesan, M.D. | |
| | Title: | | | President and Chief Executive Officer | |
| | | | |||
| | ELICIO THERAPEUTICS, INC. | ||||
| | | | |||
| | By: | | | /s/ Robert Connelly | |
| | Name: | | | Robert Connelly | |
| | Title: | | | Chief Executive Officer |
• | “Company Valuation” means $95,000,000. |
• | “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). |
• | “Parent Equity Value” means $21,050,000. |
• | “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 |
• | “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. |
| | Very truly yours, | |
| | ||
| | OPPENHEIMER & CO.INC. |
(a) | 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. |
(b) | 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: |
(1) | 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. |
(2) | 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: |
a. | Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof; |
b. | 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; |
c. | Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or |
d. | 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. |
(3) | 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. |
(4) | 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.” |
(c) | 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. |
(d) | Appraisal rights shall be perfected as follows: |
(1) | 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 |
(2) | 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 |
(e) | 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. |
(f) | 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. |
(g) | 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 |
(h) | 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. |
(i) | 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. |
(j) | 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. |
(k) | 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. |
(l) | 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. |
Exhibit Number | | | Exhibit Description | | | Incorporated by Reference | | | Filed Herewith | | | To be Filed by Amendment | | | Previously Filed | ||||||
| Form | | | Date | | | Number | | |||||||||||||
| | 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. | | | 8-K | | | 01/17/23 | | | 2.1 | | | | | | | ||||
| | Amended and Restated Certificate of Incorporation | | | 8-K | | | 2/9/2021 | | | 3.1 | | | | | | | ||||
| | Amended and Restated Bylaws | | | 8-K | | | 2/9/2021 | | | 3.2 | | | | | | | ||||
4.1 | | | | | | | | | | | | | | | |||||||
| | Form of Common Stock Certificate. | | | S-1/A | | | 2/1/2021 | | | 4.2 | | | | | | | ||||
| | Form of Warrant to Purchase Common Stock. | | | S-1 | | | 1/15/2021 | | | 4.3 | | | | | | | ||||
| | Registration Rights Agreement, dated as of March 31, 2020, by and among Angion Biomedica Corp. and the investors party thereto. | | | S-1 | | | 1/15/2021 | | | 4.6 | | | | | | | ||||
5.1 | | | Opinion of Cooley LLP | | | | | | | | | | | X | | | |||||
| | Opinion of Cooley LLP as to certain tax matters. | | | | | | | | | X | | | | | ||||||
| | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to certain tax matters. | | | | | | | | | X | | | | | ||||||
| | Agreement of Lease, dated June 21, 2011, by and between Angion Biomedica Corp. and NovaPark LLC, as amended. | | | S-1 | | | 1/15/2021 | | | 10.1 | | | | | | | ||||
| | Licensing Agreement, dated November 6, 2020, by and between Angion Biomedica Corp. and Vifor (International) Ltd. | | | S-1 | | | 1/15/2021 | | | 10.4 | | | | | | | ||||
| | Amendment - First Amendment dated July 1, 2021 to Licensing Agreement, dated November 6, 2020, by and between Angion Biomedica Corp. and Vifor (International) Ltd. | | | 10-K | | | 3/30/2022 | | | 10.2(a) | | | | | | | ||||
| | Second Amended and Restated 2015 Equity Incentive Plan. | | | S-1 | | | 1/15/2021 | | | 10.5(a) | | | | | | | ||||
| | Form of Incentive Stock Option Grant under 2015 Equity Incentive Plan. | | | S-1 | | | 1/15/2021 | | | 10.5(b) | | | | | | | ||||
| | Form of Non-Qualified Stock Option Grant under 2015 Equity Incentive Plan. | | | S-1 | | | 1/15/2021 | | | 10.5(c) | | | | | | | ||||
| | Form of Stock Option Exercise under 2015 Equity Incentive Plan. | | | S-1 | | | 1/15/2021 | | | 10.5(d) | | | | | | |
Exhibit Number | | | Exhibit Description | | | Incorporated by Reference | | | Filed Herewith | | | To be Filed by Amendment | | | Previously Filed | ||||||
| Form | | | Date | | | Number | | |||||||||||||
| | 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. | | | 8-K | | | 01/17/23 | | | 2.1 | | | | | | | ||||
| | Amended and Restated Certificate of Incorporation | | | 8-K | | | 2/9/2021 | | | 3.1 | | | | | | | ||||
| | Amended and Restated Bylaws | | | 8-K | | | 2/9/2021 | | | 3.2 | | | | | | | ||||
4.1 | | | | | | | | | | | | | | | |||||||
| | Form of Common Stock Certificate. | | | S-1/A | | | 2/1/2021 | | | 4.2 | | | | | | | ||||
| | Form of Warrant to Purchase Common Stock. | | | S-1 | | | 1/15/2021 | | | 4.3 | | | | | | | ||||
| | Registration Rights Agreement, dated as of March 31, 2020, by and among Angion Biomedica Corp. and the investors party thereto. | | | S-1 | | | 1/15/2021 | | | 4.6 | | | | | | | ||||
| | Opinion of Cooley LLP | | | | | | | | | | | | | X | ||||||
| | Opinion of Cooley LLP as to certain tax matters. | | | | | | | | | | | | | X | ||||||
| | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to certain tax matters. | | | | | | | | | | | | | X | ||||||
| | Agreement of Lease, dated June 21, 2011, by and between Angion Biomedica Corp. and NovaPark LLC, as amended. | | | S-1 | | | 1/15/2021 | | | 10.1 | | | | | | | ||||
| | Licensing Agreement, dated November 6, 2020, by and between Angion Biomedica Corp. and Vifor (International) Ltd. | | | S-1 | | | 1/15/2021 | | | 10.4 | | | | | | | ||||
| | Amendment - First Amendment dated July 1, 2021 to Licensing Agreement, dated November 6, 2020, by and between Angion Biomedica Corp. and Vifor (International) Ltd. | | | 10-K | | | 3/30/2022 | | | 10.2(a) | | | | | | | ||||
| | Second Amended and Restated 2015 Equity Incentive Plan. | | | S-1 | | | 1/15/2021 | | | 10.5(a) | | | | | | | ||||
| | Form of Incentive Stock Option Grant under 2015 Equity Incentive Plan. | | | S-1 | | | 1/15/2021 | | | 10.5(b) | | | | | | | ||||
| | Form of Non-Qualified Stock Option Grant under 2015 Equity Incentive Plan. | | | S-1 | | | 1/15/2021 | | | 10.5(c) | | | | | | | ||||
| | Form of Stock Option Exercise under 2015 Equity Incentive Plan. | | | S-1 | | | 1/15/2021 | | | 10.5(d) | | | | | | |
Exhibit Number | | | Exhibit Description | | | Incorporated by Reference | | | Filed Herewith | | | To be Filed by Amendment | | | Previously Filed | ||||||
| Form | | | Date | | | Number | | |||||||||||||
| | 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) | | | | | | | ||||
| | 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 | | | | | | | ||||
| | Exclusive Patent License Agreement, dated January 22, 2016, by and between Elicio Therapeutics, Inc. and the Massachusetts Institute of Technology, as amended | | | | | | | | | X | | | | | ||||||
| | Supply and Non-Exclusive License Agreement by and between Elicio Therapeutics, Inc. and Regeneron Pharmaceuticals, Inc., dated as of May 11, 2022 | | | | | | | | | X | | | | | ||||||
| | Elicio Therapeutics, Inc. 2012 Equity Incentive Plan, as amended | | | | | | | | | X | | | | | ||||||
| | Elicio Therapeutics, Inc. 2022 Equity Incentive Plan | | | | | | | | | X | | | | | ||||||
| | Employment Letter Agreement, by and between Elicio Therapeutics, Inc. and Robert Connelly, dated as of October 10, 2018 | | | | | | | | | X | | | | | ||||||
| | Offer Letter, by and between Elicio Therapeutics, Inc. and Christopher Haqq, M.D., Ph.D. dated as of September 29, 2019 | | | | | | | | | X | | | | | ||||||
| | Offer Letter, by and between Elicio Therapeutics, Inc. and Annette Matthies, Ph.D., dated as of January 12, 2021 | | | | | | | | | X | | | | | ||||||
| | Employment Letter, by and between Elicio Therapeutics, Inc. and Peter DeMuth, dated as of April 13, 2022 | | | | | | | | | X | | | | | ||||||
| | Consulting Agreement, by and between Elicio Therapeutics, Inc. and Danforth Advisors, LLC, dated as of March 13, 2013, as amended | | | | | | | | | X | | | | | ||||||
| | 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 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 | | |||||||||||||
| | 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 | | | | | | | ||||
| | Exclusive Patent License Agreement, dated January 22, 2016, by and between Elicio Therapeutics, Inc. and the Massachusetts Institute of Technology, as amended | | | | | | | | | | | | | X | ||||||
| | Supply and Non-Exclusive License Agreement by and between Elicio Therapeutics, Inc. and Regeneron Pharmaceuticals, Inc., dated as of May 11, 2022 | | | | | | | | | | | | | X | ||||||
| | Elicio Therapeutics, Inc. 2012 Equity Incentive Plan, as amended | | | | | | | | | | | | | X | ||||||
| | Elicio Therapeutics, Inc. 2022 Equity Incentive Plan | | | | | | | | | | | | | X | ||||||
| | Employment Letter Agreement, by and between Elicio Therapeutics, Inc. and Robert Connelly, dated as of October 10, 2018 | | | | | | | | | | | | | X | ||||||
| | Offer Letter, by and between Elicio Therapeutics, Inc. and Christopher Haqq, M.D., Ph.D. dated as of September 29, 2019 | | | | | | | | | | | | | X | ||||||
| | Offer Letter, by and between Elicio Therapeutics, Inc. and Annette Matthies, Ph.D., dated as of January 12, 2021 | | | | | | | | | | | | | X | ||||||
| | Employment Letter, by and between Elicio Therapeutics, Inc. and Peter DeMuth, dated as of April 13, 2022 | | | | | | | | | | | | | X | ||||||
| | Consulting Agreement, by and between Elicio Therapeutics, Inc. and Danforth Advisors, LLC, dated as of March 13, 2013, as amended | | | | | | | | | | | | | X | ||||||
| | 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 | | |||||||||||||
| | 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 | | | | | ||||||
| | Consent of Robert Connelly to be named as a director | | | | | | | | | | | | | X | ||||||
| | Consent of Assaf Segel to be named as a director | | | | | | | | | | | | | X | ||||||
| | Consent of | | | | | | | | | | | | | X | ||||||
| | Consent of Carol Ashe to be named as director | | | | | | | | | | | | | X | ||||||
| | Consent of Julian Adams, Ph.D. to be named as director | | | | | | | | | | | | | X | ||||||
| | Consent of Yekaterina Chudnovsky to be named as director | | | | | | | | | | | | | X | ||||||
| | Proposed Amendment to Amended and Restated Certificate of the Registrant. | | | | | | | | | | | | | X | ||||||
| | Proposed Amendment to Amended and Restated Certificate of the Registrant. | | | | | | | | | |||||||||||
| | | | 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 |
(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) | | | |
Jay R. Venkatesan, M.D. | | |||||
| | | | |||
/s/ Gregory S. Curhan | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | |
Gregory S. Curhan | | |||||
| | | | |||
* | | | Director and Chairman Emeritus | | | |
Itzhak D. Goldberg, M.D. | | |||||
| | | | |||
* | | | Lead Independent Director | | | |
Victor F. Ganzi | | |||||
| | | | |||
* | | | Director | | | |
Allen R. Nissenson, M.D. | | |||||
| | | | |||
* | | | Director | | | |
Gilbert S. Omenn, M.D., Ph.D. | | |||||
| | | | |||
* | | | Director | | | |
Karen J. Wilson | |
*By: | | | /s/ Jay R. Venkatesan Jay. R. Attorney-in-Fact |