| Item 3 | Source and Amount of Funds or Other Consideration |
In 2013, CBI acquired from AIH all of the interests in CBI USA, LLC (formerly known as Access BridgeGap, LLC), which held, among other assets, 3,300,000 shares of Series A Preferred Stock of Elicio Therapeutics, Inc. (“Elicio”) previously purchased for an aggregate investment amount of $3,300,000. The consideration for the acquisition of such interest was financed by AIH. In 2013, CBI USA, LLC was liquidated and all of its holdings in Elicio were subsequently transferred to CBI for no consideration.
Between 2014 and 2015, CBI purchased an aggregate of 1,700,000 additional shares of Series A Preferred Stock for an aggregate investment amount of $1,700,000, as part of a series of milestone closings.
Between 2015 and 2018, CBI purchased convertible promissory notes (the “Initial Notes”) issued by Elicio in an aggregate principal amount of $6,347,701. In August 2018, the principal amounts of the Initial Notes held by CBI, together with the interest thereon, were automatically converted into 9,399,504 shares of Series B Preferred Stock of Elicio. As part of the Series B Preferred financing round, CBI was issued 3,599,872 warrants to purchase shares of common stock of Elicio. Of these warrants, 1,250,000 warrants were issued in exchange for an agreement by CBI to terminate the right to receive dividends under the Series A Preferred Stock.
In 2021, CBI purchased 2,000,000 additional shares of Series B Preferred Stock of Elicio for an aggregate investment amount of $2,000,000. In 2021, CBI purchased convertible promissory notes (the “2021 Notes”) issued by Elicio in an aggregate principal amount of $2,165,699. In October 2022, the principal amount of the 2021 Notes held by CBI, together with the interest thereon were automatically converted into 10,507,999 shares of Series C-2 Preferred Stock of Elicio. CBI funded the foregoing purchases using cash on hand.
On January 17, 2023, Angion Biomedica Corp., a Delaware corporation (“Angion”), Elicio and Arkham Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Angion (“Merger Sub”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). On June 1, 2023, pursuant to the Merger Agreement, Merger Sub merged with and into Elicio (the “Merger”), with Elicio surviving and continuing as a wholly owned subsidiary of the Issuer, and the Issuer was renamed “Elicio Therapeutics, Inc.”
In accordance with the terms of the Merger Agreement, immediately prior to the effective time of the Merger, each share of Series A Preferred Stock, Series B Preferred Stock and Series C-2 Preferred Stock of Elicio automatically converted into a number of shares of common stock of Elicio in accordance with Elicio’s organizational documents. Additionally, immediately prior to the effective time of the Merger, Angion effected a reverse stock split of its common stock (“Common Stock”) at a ratio of 10-for-1. At the effective time of the Merger, each outstanding share of common stock of Elicio (after giving effect to the automatic conversion of all shares preferred stock of Elicio into shares of common stock of Elicio and excluding any shares held as treasury stock by Elicio or held or owned by Angion or any subsidiary of Angion or Elicio and any dissenting shares), was converted into the right to receive approximately 5,375,751 shares of Common Stock, based on an exchange ratio of 0.0181 (the “Exchange Ratio”). Additionally, in connection with the Merger, Angion assumed outstanding and unexercised warrants to purchase shares of Elicio common stock, and such warrants were converted into warrants to purchase shares of Common Stock based on the Exchange Ratio, with the number of shares and exercise price being adjusted by the Exchange Ratio. As a result, CBI acquired 624,412 shares of Common Stock and 65,157 warrants to purchase shares of Common Stock at an exercise price of $60.77 in connection with the Merger.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. The Merger Agreement was filed by the Issuer as Exhibit 2.1 to the Issuer’s Form 8-K, as filed with the Securities and Exchange Commission on January 17, 2023.
| Item 4 | Purpose of Transaction |
The information set forth in Items 3 and 6 hereof is hereby incorporated by reference into this Item 4.
