Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 26, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Transition Report | false | ||
Entity File Number | 001-39990 | ||
Entity Registrant Name | Elicio Therapeutics, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 11-3430072 | ||
Entity Address, Address Line One | 451 D Street, 5th Floor | ||
Entity Address, City or Town | Boston | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02210 | ||
City Area Code | 857 | ||
Local Phone Number | 209-0050 | ||
Title of 12(b) Security | Common Stock, par value $0.01 | ||
Trading Symbol | ELTX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 47.1 | ||
Entity Common Stock, Shares Outstanding | 10,235,469 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be filed for its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001601485 | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Baker Tilly US, LLP |
Auditor Location | Tewksbury, Massachusetts |
Auditor Firm ID | 23 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 12,894 | $ 6,156 |
Restricted cash, current | 722 | 1,641 |
Prepaid expenses and other current assets | 2,732 | 2,920 |
Total current assets | 16,348 | 10,717 |
Property and equipment, net | 717 | 1,147 |
Operating lease, right-of-use assets | 6,563 | 7,350 |
Restricted cash, noncurrent | 685 | 617 |
Other long-term prepaid assets | 2,833 | 2,833 |
Total assets | 27,146 | 22,664 |
Current liabilities | ||
Accounts payable | 4,369 | 2,805 |
Accrued expenses | 3,757 | 1,935 |
Deferred research obligation | 694 | 1,436 |
Operating lease liability, current | 910 | 692 |
Unvested option exercise liability, current | 25 | 0 |
Warrant liability | 11 | 0 |
Total current liabilities | 9,766 | 6,868 |
Operating lease liability, noncurrent | 6,007 | 6,789 |
Unvested option exercise liability, noncurrent | 0 | 92 |
Total liabilities | 15,773 | 13,749 |
Commitments and contingencies—Note 10 | ||
Convertible preferred stock: | ||
Total convertible preferred stock | 0 | 111,060 |
Stockholders' equity (deficit): | ||
Common stock, $0.01 par value; 300,000,000 shares authorized at December 31, 2023 and 2022, respectively; 9,618,178 and 320,281 shares issued at December 31, 2023 and 2022, respectively; 9,603,723 and 320,281 shares outstanding as of December 31, 2023 and 2022, respectively | 96 | 3 |
Treasury stock, at cost, 14,455 and no shares outstanding as of December 31, 2023 and 2022, respectively | (150) | 0 |
Additional paid-in capital | 153,827 | 4,860 |
Accumulated other comprehensive loss | (197) | 0 |
Accumulated deficit | (142,203) | (107,008) |
Total stockholders' equity (deficit) | 11,373 | (102,145) |
Total liabilities, convertible preferred stock, and stockholders’ equity (deficit) | 27,146 | $ 22,664 |
Convertible preferred stock, shares issued (in shares) | 4,997,920 | |
Convertible preferred stock, shares outstanding (in shares) | 4,997,920 | |
Series A Preferred Stock | ||
Convertible preferred stock: | ||
Total convertible preferred stock | $ 0 | $ 7,495 |
Stockholders' equity (deficit): | ||
Convertible preferred stock, shares issued (in shares) | 0 | 132,387 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 132,387 |
Series B Preferred Stock | ||
Convertible preferred stock: | ||
Total convertible preferred stock | $ 0 | $ 62,944 |
Stockholders' equity (deficit): | ||
Convertible preferred stock, shares issued (in shares) | 0 | 1,927,375 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 1,927,375 |
Series C Preferred Stock | ||
Convertible preferred stock: | ||
Total convertible preferred stock | $ 0 | $ 40,621 |
Stockholders' equity (deficit): | ||
Convertible preferred stock, shares issued (in shares) | 0 | 2,938,158 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 2,938,158 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Jun. 01, 2023 | Dec. 31, 2022 | Oct. 18, 2022 |
Convertible preferred stock, par value (in dollars per share) | $ 0.06 | |||
Convertible preferred stock, shares authorized (in shares) | 6,948,560 | |||
Convertible preferred stock, shares issued (in shares) | 4,997,920 | |||
Convertible preferred stock, shares outstanding (in shares) | 4,997,920 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | ||
Common stock, shares issued (in shares) | 9,618,178 | 8,387,025 | 320,281 | |
Common stock, shares outstanding (in shares) | 9,603,723 | 8,387,025 | 320,281 | |
Treasury stock, shares outstanding (in shares) | 14,455 | 0 | ||
Series A Preferred Stock | ||||
Convertible preferred stock, par value (in dollars per share) | $ 0.06 | $ 0.06 | ||
Convertible preferred stock, shares authorized (in shares) | 0 | 132,387 | ||
Convertible preferred stock, shares issued (in shares) | 0 | 132,387 | 132,387 | |
Convertible preferred stock, shares outstanding (in shares) | 0 | 132,387 | ||
Series B Preferred Stock | ||||
Convertible preferred stock, par value (in dollars per share) | $ 0.06 | $ 0.06 | ||
Convertible preferred stock, shares authorized (in shares) | 0 | 1,927,375 | ||
Convertible preferred stock, shares issued (in shares) | 0 | 1,927,375 | 1,927,375 | |
Convertible preferred stock, shares outstanding (in shares) | 0 | 1,927,375 | ||
Series C Preferred Stock | ||||
Convertible preferred stock, par value (in dollars per share) | $ 0.06 | $ 0.06 | ||
Convertible preferred stock, shares authorized (in shares) | 0 | 4,888,798 | ||
Convertible preferred stock, shares issued (in shares) | 0 | 2,938,158 | ||
Convertible preferred stock, shares outstanding (in shares) | 0 | 2,938,158 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 23,849 | $ 18,103 |
General and administrative | 11,896 | 5,630 |
Total operating expenses | 35,745 | 23,733 |
Loss from operations | (35,745) | (23,733) |
Other income (expense) | ||
Change in fair value of warrant liability | (2) | 0 |
Change in fair value of embedded derivatives | 429 | (945) |
Gain on extinguishment of promissory notes payable | 605 | 2 |
Foreign exchange transaction gain | 204 | 0 |
Interest income | 373 | 65 |
Interest expense | (1,059) | (3,597) |
Total other income (expense) | 550 | (4,475) |
Net loss | (35,195) | (28,208) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (197) | 0 |
Comprehensive loss | $ (35,392) | $ (28,208) |
Net loss per common share, basic (in dollars per share) | $ (6.96) | $ (89.27) |
Net loss per common share, diluted (in dollars per share) | $ (6.96) | $ (89.27) |
Weighted average common shares outstanding, basic (in shares) | 5,056,225 | 315,998 |
Weighted average common shares outstanding, diluted (in shares) | 5,056,225 | 315,998 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Conversion of Convertible Preferred Stock | Conversion of Convertible Debt | Total Convertible Preferred Stock | Total Convertible Preferred Stock Conversion of Convertible Debt | Common Stock | Common Stock Conversion of Convertible Preferred Stock | Common Stock Reverse Recapitalization | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital Conversion of Convertible Preferred Stock | Additional Paid-in Capital Conversion of Convertible Debt | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 1,408,100 | |||||||||||||
Beginning balance at Dec. 31, 2021 | $ 70,439 | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Issuance of Series C convertible preferred stock, net of issuance costs (in shares) | 2,219,633 | 1,370,187 | ||||||||||||
Issuance of Series C convertible preferred stock, net of issuance costs | $ 21,120 | $ 19,501 | ||||||||||||
Balance at end of period (in shares) at Dec. 31, 2022 | 4,997,920 | 4,997,920 | ||||||||||||
Ending balance at Dec. 31, 2022 | $ 111,060 | $ 111,060 | ||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2021 | 310,200 | |||||||||||||
Balance at beginning of period at Dec. 31, 2021 | (74,536) | $ 3 | $ 0 | $ 4,261 | $ 0 | $ (78,800) | ||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Exercise of stock options (in shares) | 593 | |||||||||||||
Exercise of stock options | 7 | 7 | ||||||||||||
Issuance of common stock upon net settlement of restricted stock units and performance stock units (in shares) | 9,488 | |||||||||||||
Issuance of common stock upon net settlement of restricted stock units and performance stock units | 13 | 13 | ||||||||||||
Stock-based compensation | 579 | 579 | ||||||||||||
Foreign currency translation adjustment | 0 | |||||||||||||
Net loss | $ (28,208) | (28,208) | ||||||||||||
Balance at end of period (in shares) at Dec. 31, 2022 | 320,281 | 320,281 | ||||||||||||
Balance at end of period at Dec. 31, 2022 | $ (102,145) | $ 3 | $ 0 | 4,860 | 0 | (107,008) | ||||||||
Treasury stock, ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Conversion of preferred stock (in shares) | (4,997,920) | |||||||||||||
Conversion of preferred stock | $ (111,060) | |||||||||||||
Balance at end of period (in shares) at Dec. 31, 2023 | 0 | |||||||||||||
Ending balance at Dec. 31, 2023 | $ 0 | $ 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Exercise of stock options (in shares) | 16,349 | 16,349 | ||||||||||||
Exercise of stock options | $ 127 | $ 1 | 126 | |||||||||||
Issuance of common stock upon net settlement of restricted stock units and performance stock units (in shares) | 5,310 | 26,550 | ||||||||||||
Issuance of common stock upon net settlement of restricted stock units and performance stock units | 67 | 67 | ||||||||||||
Conversion of convertible notes (in shares) | 4,997,920 | |||||||||||||
Conversion of convertible notes | $ 111,060 | $ 10,027 | $ 50 | $ 111,010 | $ 10,027 | |||||||||
Issuance of common stock, net of issuance costs (in shares) | 3,012,854 | |||||||||||||
Issuance of common stock, net of issuance costs | 19,526 | $ 30 | 19,496 | |||||||||||
Return of common stock to pay withholding taxes on restricted stock (in shares) | (14,455) | |||||||||||||
Return of common stock to pay withholding taxes on restricted stock | (150) | $ (150) | ||||||||||||
Issuance of common stock related to stock purchase agreement (in shares) | 1,213,000 | |||||||||||||
Issuance of common stock related to stock purchase agreement | 6,999 | $ 12 | 6,987 | |||||||||||
Issuance of common stock related to service agreement (in shares) | 11,459 | |||||||||||||
Issuance of common stock related to service agreement | 75 | 75 | ||||||||||||
Stock-based compensation | 1,179 | 1,179 | ||||||||||||
Foreign currency translation adjustment | (197) | (197) | ||||||||||||
Net loss | $ (35,195) | (35,195) | ||||||||||||
Balance at end of period (in shares) at Dec. 31, 2023 | 9,603,723 | 9,603,723 | ||||||||||||
Balance at end of period at Dec. 31, 2023 | $ 11,373 | $ 96 | $ (150) | $ 153,827 | $ (197) | $ (142,203) | ||||||||
Treasury stock, ending balance (in shares) at Dec. 31, 2023 | (14,455) | (14,455) |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Stock issuance costs | $ 2.4 | $ 1.2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (35,195) | $ (28,208) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 382 | 390 |
Amortization of right-of-use assets, operating leases | 788 | 667 |
Non-cash interest expense | 1,061 | 3,596 |
Change in fair value of embedded derivative | (429) | 945 |
Change in fair value of warrant liability | 2 | 0 |
Stock-based compensation | 1,179 | 579 |
Non-cash professional services expense | 75 | 0 |
Gain on extinguishment of promissory notes | (605) | (2) |
Loss on disposal of property and equipment | 105 | 4 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (729) | (1,985) |
Other long-term prepaid assets | 0 | 114 |
Accounts payable | 23 | 1,125 |
Accrued expenses and other current liabilities | 2,216 | (305) |
Deferred research obligation | (742) | 1,436 |
Operating lease liability | (825) | (535) |
Net cash used in operating activities | (32,694) | (22,179) |
Cash flows from investing activities | ||
Purchases of property and equipment | (66) | (654) |
Proceeds from sale of property and equipment | 34 | 0 |
Net cash used in investing activities | (32) | (654) |
Cash flows from financing activities | ||
Cash acquired in connection with the reverse merger | 24,001 | 0 |
Merger transaction costs | (2,364) | 0 |
Proceeds from issuance of promissory notes payable | 10,000 | 0 |
Proceeds from issuance of Series C convertible preferred stock, net of issuance costs | 0 | 21,120 |
Proceeds from issuance of common stock per purchase agreement | 6,999 | |
Payment for purchase of treasury stock | (150) | 0 |
Proceeds from exercise of stock options | 127 | 82 |
Net cash provided by financing activities | 38,613 | 21,202 |
Effect of foreign currency on cash | 0 | 0 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 5,887 | (1,631) |
Cash, cash equivalents and restricted cash at the beginning of the year | 8,414 | 10,045 |
Cash, cash equivalents and restricted cash at the end of the year | 14,301 | 8,414 |
Components of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 12,894 | 6,156 |
Restricted cash | 1,407 | 2,258 |
Total cash, cash equivalents and restricted cash | 14,301 | 8,414 |
Loss on disposal of property and equipment | 105 | 4 |
Settlement of promissory notes payable | 10,027 | 0 |
Accretion of promissory note discount from embedded derivative | 130 | 0 |
Accretion of promissory note to face value | 897 | 0 |
Non-cash vesting of restricted common stock | 67 | 13 |
Non-cash issuance of common stock from conversion of preferred stock | 111,060 | 0 |
Accretion of convertible note discount from embedded derivative | 0 | 2,344 |
Accretion of convertible note discount from issuance costs | 0 | 328 |
Interest expense from convertible notes payable | 0 | 923 |
Series C | ||
Non-cash issuance of stock | 0 | 19,501 |
Common Stock | Angion Stockholders | ||
Non-cash issuance of stock | 19,526 | 0 |
Common Stock | Service Agreement | ||
Non-cash issuance of stock | $ 75 | $ 0 |
Description of the Business and
Description of the Business and Financial Condition | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business and Financial Condition | Description of the Business and Financial Condition Elicio Therapeutics, Inc. (“Elicio” or the “Company”) was incorporated in Delaware as Vedantra Pharmaceuticals Inc., in August 2011. Elicio is a clinical-stage biotechnology company developing a pipeline of novel immunotherapies for the treatment of cancer. In December 2018, Elicio formed a wholly-owned subsidiary, Elicio Securities Corporation (“ESC”), a Massachusetts corporation. ESC is an investment company. Elicio and ESC are collectively referred to as “Elicio” throughout these consolidated financial statements. Reverse Merger Transaction On January 17, 2023, the Company entered into a definitive merger agreement (the “Merger Agreement”) with Angion Biomedica Corp. (“Angion”), a clinical-stage biotechnology company, Arkham Merger Sub, Inc., a wholly owned subsidiary of Angion (“Merger Sub”), and Elicio Operating Company, Inc. (“Former Elicio”), pursuant to which Merger Sub merged with and into Former Elicio, with Former Elicio surviving the merger as a wholly owned subsidiary of Angion (the “Merger”). On June 1, 2023, the Company completed the Merger in accordance with the terms and conditions of the Merger Agreement and Angion changed its name from “Angion Biomedica Corp.” to “Elicio Therapeutics, Inc.” Immediately following the consummation of the Merger, there were approximately 9.7 million shares of the Company’s common stock outstanding on a fully-diluted basis, with Former Elicio equity holders collectively owning approximately 65.2% of the Company and Angion equity holders collectively owning approximately 34.8% of the Company, in each case on a fully diluted basis. The Merger was accounted for as a reverse recapitalization, with Former Elicio being treated as the acquirer for accounting purposes. See discussions of the transactions in connection with the Merger at Note 3 - Merger and Related Transactions. Liquidity and Going Concern The Company has experienced net losses and negative cash flows from operating activities since inception. As of December 31, 2023, the Company had an accumulated deficit of $142.2 million. The Company expects that its operating losses and negative operating cash flows will continue for the foreseeable future as the Company continues to develop its product candidates. As of December 31, 2023, the Company had $12.9 million in cash and cash equivalents. The Company’s losses from operations, negative operating cash flows and accumulated deficit, as well as the additional capital needed to fund operations for at least twelve months following the issuance of the consolidated financial statements, raise substantial doubt about the Company’s ability to continue as a going concern. The Company expects to incur substantial expenditures in the foreseeable future for the development of its product candidates and will require additional financing to continue this development. The Company plans to address this condition through the sale of Company common stock in public offerings and/or private placements, debt financings, or through other capital sources, including licensing arrangements, partnerships and collaborations with other companies or other strategic transactions, but there is no assurance these plans will be completed successfully or at all. If the Company is unable to obtain additional capital when and as needed to continue as a going concern, it might have to further reduce or scale back its operations and/or liquidate its assets, and the values it receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in its financial statements. The accompanying consolidated financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the United States as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of the Company, its wholly owned subsidiary, Elicio Australia Pty Ltd. (“Elicio Pty”), which was established on August 22, 2019, and its wholly-owned subsidiary, ESC, which was established in Massachusetts in December 2018. The Company established Elicio Australia Pty, an Australian subsidiary, for the purpose of qualifying for research credits for studies conducted in Australia and ESC is an investment company. All significant intercompany balances and transactions have been eliminated in consolidation. Since Former Elicio was determined to be the accounting acquirer in connection with the Merger, for periods prior to the Merger, the consolidated financial statements were prepared on a stand-alone basis for Former Elicio and did not include the combined entities activity or financial position. Subsequent to the Merger, the consolidated financial statements as of and for the year ended December 31, 2023 include the acquired business from June 2, 2023 through December 31, 2023, and assets and liabilities at their acquisition date fair value. Historical share and per share figures of Former Elicio have been retroactively restated to reflect the impact of a reverse stock split completed in connection with and prior to the effective time of the Merger, based on the exchange ratio of 0.0181. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. The Company has determined that the chief executive officer is the CODM. Use of Estimates The Company’s management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. Significant estimates reflected in these consolidated financial statements include but are not limited to, the accrual of research and development expenses, the valuation of stock-based awards, the operating right of use assets and operating lease liability, and going concern. Foreign Currency Translation and Transactions The Australian Dollar (“AUD”) is the functional currency for Elicio Pty. Accordingly, nonmonetary assets and liabilities originally acquired or assumed in other currencies are recorded in AUD at the date they were acquired or assumed. As part of the consolidation process, the Elicio Pty results are translated from AUD into the reporting currency of USD using average rates for profit and loss transactions and applicable spot rates for period-end balances. The effect of translating our functional currency into our reporting currency is reported separately in Accumulated Other Comprehensive Loss. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, and restricted cash. At times, cash balances deposited at major financial banking institutions exceed the federally insured limit. The Company regularly monitors the financial condition of the institutions in which it has depository accounts and believes the risk of loss is minimal. The Company has not experienced any losses in such accounts. Cash and Cash Equivalents Cash and cash equivalents are comprised of deposits at major financial banking institutions and highly liquid investments with an original maturity of three months or less at the date of purchase. As of December 31, 2023 and 2022, the Company’s cash equivalents were held in institutions in the United States and include deposits in a money market fund which were unrestricted as to withdrawal or use. Restricted Cash Restricted cash consists of cash securing a collateral letter of credit issued in connection with the Company’s facility operating lease and a research grant. See Notes 6 and 11 for further discussion. Fair Value Measurement The Company follows the guidance prescribed by ASC Topic 820, Fair Value Measurements , which establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value that focuses on an exit price which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities at measurement. Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts of financial instruments reflected in the consolidated balance sheets for cash and cash equivalents, current and non-current restricted cash, accounts payable, and accrued expenses approximate their respective fair values because of the short-term maturity of those financial instruments. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the asset. Upon sale or retirement, the cost and accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is recorded in the consolidated statement of operations and comprehensive loss. Repair and maintenance expenditures are expensed as incurred. Construction in process is not depreciated until the asset is placed into service. Asset Classification Estimated Useful Life Equipment 5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or lease term Impairment of Long-Lived Assets Periodically, the Company evaluates its long-lived assets, which consist primarily of property and equipment, and right of use asset, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the years ended December 31, 2023 and 2022, no impairments have occurred. Derivative Financial Instruments The convertible and promissory notes included embedded derivatives requiring bifurcation in accordance with ASC 815, Derivatives and Hedging . The valuation of the instruments was determined using widely accepted valuation techniques including the probability weighted expected return model. The fair value was determined using a model with the assumptions for equity value proceeds, probability of occurrence of various liquidation scenarios, timeline to liquidity and risk-free interest rate. The fair value of the derivative instruments was measured at each reporting period prior to settlement on October 18, 2022, with changes in fair value reported in earnings (loss). Convertible Preferred Stock Former Elicio had classified convertible preferred stock, par value $0.06 per share, (the “Preferred Stock”) as temporary equity in the accompanying consolidated balance sheets due to certain changes in control events that were outside of the Former Elicio’s control, including sale or transfer of control of Former Elicio, as holders of the Preferred Stock could cause redemption of the shares in these situations. Former Elicio did not accrete the carrying values of the Preferred Stock to the redemption values since a liquidation event was not considered probable as of December 31, 2022. Subsequent adjustments of the carrying values to the ultimate redemption values would be made only if it becomes probable that such a liquidation event will occur. During the year ended December 31, 2023 an immaterial error was discovered in Former Elicio's 2022 audited financial statements whereas the amount of Series A and Series B Preferred Stock did not include 41,887 and 609,755 shares, respectively, that were deemed to be issued due to the antidilutive protection triggered by the Series C shares issued in October 2022 at a price below $1.00. As a result of the Merger, all Former Elicio preferred stock were converted into Company common stock on June 1, 2023. See Note 7. Income Taxes The Company provides for income taxes in accordance with ASC Topic 740, Income Taxes . Deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates and laws in effect in the years in which the differences are expected to reverse. A valuation allowance is provided if, based upon the weighted available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when the Company management determines that it is probable that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. The Company has not identified any significant uncertain tax positions as of December 31, 2023. Research and Development Research and development costs are charged to expense as incurred and consist of expenses incurred in performing research and development activities, including salaries and benefits, materials and supplies, preclinical expenses, stock-based compensation expense, depreciation of equipment, contract services, and other outside expenses. The Company accrues for costs incurred by external service providers, based on estimates of services performed and costs. These estimates include the level of services performed by the third parties, and other indicators of the services completed. Based on the timing of payments to service providers, the Company may also record prepaid expenses for those service providers that will be recognized as expenses in future periods as the related services are rendered. Research and development costs may be offset by research and development refundable tax rebates received by the Company’s wholly-owned Australian subsidiary. Leases ASU No. 2016-02, Leases (“ASC 842”) establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the consolidated statements of operations as well as the reduction of the ROU asset. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of future lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company will utilize the incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has elected to combine lease and non-lease components as a single component. Operating leases are recognized on the consolidated balance sheet as ROU lease assets, current lease liabilities and non-current lease liabilities. Fixed rents are included in the calculation of the lease balances, while variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis. Research Grant The Company analogizes to the guidance provided by International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”) for funds received from grants from entities that are not customers nor government agencies. The Company recognizes the amount of grant income based on the activity in allowable expenses covered under the grant and has elected to recognize the funds earned as an offset to the related research expenses recorded in operations. Advances from the grant that have yet to be recognized are recorded as restricted cash if the grant requires the funds to be isolated from general cash and cash equivalents. The Company records a liability for any research activity that is required under the grant but has not yet been performed. The liability is recorded as deferred research obligation on the consolidated balance sheets. Stock-Based Compensation The Company issues stock-based awards to employees and non-employees, generally in the form of stock options. The Company accounts for stock-based awards in accordance with ASC 718, Compensation—Stock Compensation , which requires all stock-based payments, to be recognized in the consolidated statements of operations based on their fair values. The expense is recognized on a straight line basis over the requisite service period, which is generally the vesting period. The Company has elected to account for option forfeitures as they occur. The Company uses the Black-Scholes option-pricing model (“Black-Scholes”) to determine the weighted-average fair value of options granted, which uses as inputs the fair value of the Company common stock, assumptions the Company makes for the volatility of its Company common stock, the expected term of its stock options, the risk-free interest rate for a period that approximates the expected term of its stock options and its expected dividend yield. Compensation cost of awards that contain a performance condition are recognized when success is considered probable during the performance period. Prior to the Merger, there was no public market for Former Elicio’s common stock. The estimated fair value of the Company’s common stock underlying Former Elicio’s stock-based awards was determined by Former Elicio’s board of directors as of the grant date of each option grant. To determine the fair value of Former Elicio’s common stock underlying option grants, Former Elicio’s board of directors considered, among other things, input from management and valuations of Former Elicio's common stock prepared by third-party valuation firms performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants' Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . Following the Merger, the fair value of Company’s common stock is based on the closing stock price on the date of grant as reported on the Nasdaq Global Select Market. Net Loss Per Share Basic net loss per share of Company common stock is computed by dividing net loss attributable to Company common stockholders by the weighted average number of shares of Company common stock outstanding for the period. Diluted net loss per share excludes the potential impact of Company common stock options, warrants and unvested shares of restricted stock because their effect would be anti-dilutive due to the Company's net loss. Since the Company had net losses for the years ended December 31, 2023 and 2022, basic and diluted net loss per common share are the same. Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”), which requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial assets and certain other instruments, including but not limited to, available-for-sale debt securities. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. The Company adopted ASU No. 2016-13 on January 1, 2023 and the adoption of the standard had no material impact on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU No. 2020-16”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The Company adopted ASU No. 2020-06 on January 1, 2023 and the adoption of the standard had no material impact on its consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Except as noted below, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial statements and disclosures. In November 2023, the FASB issued No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU broadens the disclosure requirements by requiring disclosures of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss. The standard also requires entities to disclose, on an interim and annual basis, the amount and description, including the nature and type, of the other segment items. Additionally, entities are required to disclose the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. These enhanced disclosure obligations apply to entities that operate with one reportable segment as well. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. We are currently assessing the impact that this new accounting standard will have on our consolidated financial statements and disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. |
Merger and Related Transactions
Merger and Related Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
Merger and Related Transactions | Merger and Related Transactions As described in Note 1, Former Elicio merged with a wholly owned subsidiary of Angion on June 1, 2023. The Merger was accounted for as a reverse recapitalization under U.S. GAAP. Former Elicio was considered the accounting acquirer for financial reporting purposes. This determination was based on the facts that, immediately following the Merger: (i) Former Elicio stockholders own a substantial majority of the voting rights; (ii) Former Elicio designated a majority (six of nine) of the initial members of the Company’s board of directors of the combined company; (iii) Former Elicio’s executive management team became the management team of the combined company; and (iv) the Company was named Elicio Therapeutics, Inc. and is headquartered in Boston, Massachusetts. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Former Elicio issuing stock to acquire the net assets of Angion. As a result of the Merger, the net assets of Angion were recorded at their acquisition-date fair value, which approximated book value due to the short-term nature of the instruments, in the financial statements of Former Elicio and the reported operating results prior to the Merger were those of Former Elicio. Historical common share amounts of Former Elicio have been retroactively restated based on the exchange ratio of 0.0181 (the “Exchange Ratio”). It was concluded that any in-process research and development assets that remained as of the Merger would be de minimis when compared to the cash and investments obtained through the Merger. Prior to the effective time of the Merger, on June 1, 2023, in connection with the transactions contemplated by the Merger Agreement, the Company effected a reverse stock split of Angion’s common stock, par value $0.01 per share (“Angion common stock”), at a ratio of 10:1 (the “Reverse Stock Split”). At the effective time of the Merger, each outstanding share of Former Elicio capital stock (after giving effect to the automatic conversion of all shares of Former Elicio preferred stock into shares of Former Elicio common stock and excluding any shares held as treasury stock by Former Elicio or held or owned by Angion or any subsidiary of Angion or Former Elicio and any dissenting shares) was converted into the right to receive 0.0181 shares of Angion common stock, which resulted in the issuance by Angion of an aggregate of 5,375,751 shares of Angion common stock to the stockholders of Former Elicio (the “Exchange Shares”), and a total of 8,387,025 shares of the Company common stock being issued and outstanding immediately following the effective time of the Merger. In addition, Angion assumed the Elicio 2022 Equity Incentive Plan and the Elicio 2012 Equity Incentive Plan (the “Elicio Plans”) and each outstanding and unexercised option to purchase Former Elicio common stock and each outstanding and unexercised warrant to purchase Former Elicio capital stock were adjusted with such stock options and warrants henceforth representing the right to purchase a number of shares of the Company’s common stock equal to the Exchange Ratio multiplied by the number of shares of Former Elicio common stock previously represented by such options, and warrants at an exercise price equal to the exercise price of Former Elicio capital stock divided by the Exchange Ratio. In connection with execution of the Merger Agreement, Angion made a bridge loan to Former Elicio pursuant to a note purchase agreement and promissory notes up to an aggregate principal amount of $12.5 million, issued with a 20% original issue discount, with an initial closing held substantially concurrently with the execution of the Merger Agreement for a principal amount of $6.25 million on account of a $5.0 million loan and an additional closing for a principal amount of $6.25 million on account of a $5.0 million loan upon delivery by Former Elicio to Angion of Former Elicio’s audited financial statements for the year ended December 31, 2022. As part of the recapitalization, the Company obtained the assets and liabilities listed below (in thousands): Cash and cash equivalents $ 24,001 Other current assets 540 Promissory notes 10,027 Accrued liabilities (2,438) Net assets acquired $ 32,130 Per the terms of the Merger Agreement, upon completion of the Merger, all obligations owed by Former Elicio related to the promissory notes were automatically forgiven and the amount advanced by Angion, along with any accrued and unpaid interest, was credited towards the net cash balance used to calculate the assets and liabilities listed above. Upon settlement of the promissory notes, the Company recognized a gain of $0.6 million related to extinguishment of the promissory notes. The Company recognized the net assets acquired, excluding the promissory notes and transaction costs of $2.9 million, as an increase to additional paid-in capital in the consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the year ended December 31, 2023. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis and their assigned levels within the fair value hierarchy (in thousands): Fair Value Measured at December 31, 2023 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) $ 5,973 $ — $ — $ 5,973 Total assets $ 5,973 $ — $ — $ 5,973 Warrant liabilities $ — $ — $ 11 $ 11 Total Liabilities $ — $ — $ 11 $ 11 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) $ 5,340 $ — $ — $ 5,340 Total assets $ 5,340 $ — $ — $ 5,340 ___________________ (1) Included in cash and cash equivalents on the consolidated balance sheets. This balance includes cash requirements settled on a nightly basis. Cash equivalents at December 31, 2023 and 2022 were held in U.S. Treasury Securities. There were no transfers made among the three levels in the fair value hierarchy during periods presented. As part of the Merger transaction, Former Elicio adopted Angion’s warrant liabilities. The following table presents a summary of changes in Level 3 in the fair value of the Company’s common stock warrant liability (in thousands): As of December 31, 2023 As of December 31, 2022 Balance, beginning of year $ — $ — Existing Angion Warrant Liability 9 — Change in fair value 2 — Balance, end of year $ 11 $ — Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with assets and liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. The fair value of the warrants issued by the Company has been estimated using a variant of Black-Scholes. The underlying equity included in Black-Scholes was valued based on the equity value implied from sales of preferred and common stock at each measurement date. The fair value of the warrants was impacted by the model selected as well as assumptions surrounding unobservable inputs including the underlying equity value, expected volatility of the underlying equity, risk free interest rate, and the expected term. The Company records the change in the fair value of common stock warrants in change in fair value of warrant liability in the consolidated statements of operations. The fair value of the common stock warrant liability was estimated using the following assumptions: December 31, 2023 June 1, 2023 Strike price $ 76.00 $ 76.00 Contractual term (years) 4.7 5.2 Volatility (annual) 94.0 % 100.0 % Risk-free rate 3.9 % 3.9 % Dividend yield (per share) 0.0 % 0.0 % |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Prepaid and Other Current Assets Prepaid and other current assets were comprised of the following (in thousands): December 31, 2023 2022 Prepaid research and development contract services $ 1,883 $ 2,132 Advanced professional fees 300 648 Prepaid insurance 376 104 Other prepaid expenses and other current assets 173 36 Total prepaid and other current assets $ 2,732 $ 2,920 Property and Equipment, Net The Company's property and equipment, net was comprised of the following (in thousands): December 31, 2023 2022 Equipment $ 1,574 $ 1,787 Furniture and fixtures 242 359 Leasehold improvements 132 124 Total property and equipment 1,948 2,270 Less: accumulated depreciation (1,231) (1,123) Property and equipment, net $ 717 $ 1,147 Depreciation expense for the years ended December 31, 2023 and 2022 was $0.4 million and $0.4 million, respectively. Other Long-term Prepaid Assets Other long-term prepaid assets consisted of the advanced payments for clinical trial services, totaling $2.8 million for the years ended December 31, 2023 and 2022. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2023 2022 Accrued professional fees $ 945 $ 180 Accrued compensation and benefits 1,849 1,491 Accrued research and development 912 260 Other accrued expenses 51 4 Total accrued expenses $ 3,757 $ 1,935 |
Research Grant
Research Grant | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
Research Grant | Research Grant In September 2022, Former Elicio entered into a grant agreement with the Gastro-Intestinal (“GI”) Research Foundation, a not-for-profit organization focused on supporting research to treat, cure and prevent digestive diseases. Of the $2.8 million award, $2.3 million was received in September 2022 and the remaining $0.5 million was received in June 2023 with the completion of the development efforts as defined in the agreement. The final $0.5 million payment was applied as a credit to the second grant agreement described below. For the years ended December 31, 2023 and 2022, the Company incurred $1.9 million and $0.9 million in research and development expenses related to this project. In September 2023, the Company entered into a second grant agreement with the GI Research Foundation for $3.1 million, with such amount received net of a $0.5 million credit. The grant funds available as of December 31, 2023 are $0.7 million, which are reflected in restricted cash and the deferred research obligation in the accompanying consolidated balance sheets. For the year ended December 31, 2023, the Company incurred $1.9 million in research and development expenses related to this project. |
Convertible Preferred Stock, Co
Convertible Preferred Stock, Common Stock and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Convertible Preferred Stock, Common Stock and Stockholders' Equity | Convertible Preferred Stock, Common Stock and Stockholders' Equity Authorized Shares The Company's current Amended and Restated Certificate of Incorporation, as amended, authorizes 300,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. Convertible Preferred Stock of Former Elicio Former Elicio’s convertible preferred stock consisted of Series A preferred stock (“Series A Preferred Shares”), Series B preferred stock (“Series B Preferred Shares”) and Series C preferred stock (“Series C Preferred Shares”). Series C Convertible Preferred Stock In May 2022, Former Elicio authorized the sale and issuance of up to 760,200 shares of $0.06 par value Series C Preferred Shares at an original issuance price of $66.30 per share and up to 325,800 shares of Series C Preferred for the settlement of the convertible notes payable. The Series C Preferred Shares financing was structured to be issued in rolling closes in 2022. In October 2022, Elicio increased the authorized number of Series C Preferred Shares to 3,513,198 shares at an issuance price of $14.23 per share and 1,375,600 shares of Series C Preferred for the settlement of the Convertible Notes Payable. From the period May through December 2022, Former Elicio issued 3,589,820 shares of Series C Preferred Shares for gross proceeds of approximately $41.8 million inclusive of the conversion of the outstanding amount of the Convertible Notes (as described in Note 12). Former Elicio incurred cash issuance costs of approximately $1.2 million in connection with these shares. Conversion of Convertible Preferred Stock On June 1, 2023, Former Elicio completed the Merger with Angion in accordance with the Merger Agreement. Under the terms of the Merger Agreement, immediately prior to the effective time of the Merger, each share of Former Elicio’s preferred stock was converted into a share of Former Elicio’s common stock. At the closing of the Merger, the Company issued an aggregate of 5,375,751 shares of its common stock to Former Elicio stockholders, based on an exchange ratio of 0.0181 shares of the Company’s common stock for each share of Former Elicio’s common stock outstanding immediately prior to the Merger, including those shares of common stock issued upon conversion of the Former Elicio preferred stock. No shares and 3,589,820 shares of convertible preferred stock were issued during the years ended December 31, 2023 and 2022, respectively. The authorized, issued and outstanding shares of the convertible preferred stock and liquidation preferences of Former Elicio as of December 31, 2022 were as follows (i n thousands, except share and per share amounts) : Authorized Shares Shares Issued and Outstanding Aggregate Liquidation Amount Proceeds Net of Liquidation Costs Series A Convertible Preferred Shares 132,387 132,387 $7,495 $7,495 Series B Convertible Preferred Shares 1,927,375 1,927,375 $72,803 $62,944 Series C Convertible Preferred Shares 4,888,798 2,938,158 $41,816 $40,621 Total Preferred Shares 6,948,560 4,997,920 The Series A and Series B Preferred Shares were deemed changed as of October 18, 2022 into 132,387 and 1,927,375 preferred shares (retroactively restated for the reverse recapitalization as described in Note 3) due to the antidilutive protection triggered by the Series C Preferred Shares issued in October 2022 at a price below $1.00. As a result of the Merger, the aggregate amount of 4,997,920 shares of Former Elicio preferred stock (retroactively restated for the reverse recapitalization as described in Note 3) were converted int o 4,997,920 shares of Former Elicio's common stock to be exchanged for the same number of shares of the Company’s common stock. At-The-Market Equity Program In May 2022, the Company filed an automatically effective registration statement on Form S-3 (the “Registration St atement”) with the SEC that registers the offering, issuance, and sale of an amount of common stock, preferred stock, debt securities, and warrants to purchase common stock, preferred stock and/or debt securities, not to exceed an aggregate initial offering price of $100 million. Simultaneously, the Company entered into an At-the-Market Equity Offering Sales Agreement with Stifel, Nicolaus & Company, Incorporated and Virtu Americas LLC, as sales agents, pursuant to which the Company may offer, issue or sell shares of its common stock having an aggregate offering price of up to $21 million from time to time in “at-the-market” offerings under the Registration Statement and related prospectus filed with the Registration Statement (the “ATM Program"). No sales were made under the ATM Program for the years ended December 31, 2023 and 2022. Private Placement In December 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with GKCC, LLC (the “Purchaser”), an entity controlled by a director of the Company, providing for the issuance and sale by the Company to the Purchaser of an aggregate of 1,213,000 shares of the Company’s common stock, par value $0.01 per share, at a purchase price per share of $5.81 (the “Offering”). See Note 16 - Related Party Transactions for a discussion of the Offering. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2012 Plan and 2022 Plan Pursuant to the Merger Agreement, the Company assumed the Former Elicio 2022 Equity Incentive Plan and the Former Elicio 2012 Equity Incentive Plan (the “Former Elicio Plans”) and all stock options issued and outstanding under the Former Elicio Plans. Each outstanding and unexercised option to purchase Former Elicio common stock was adjusted with such Company stock options henceforth representing the right to purchase a number of shares of the Company’s common stock based on an exchange ratio of 0.0181. Any restriction on the exercise of any Former Elicio stock options assumed by the Company continued in full force and effect and the term, exercisability, vesting schedule, accelerated vesting provisions, and any other provisions of such Former Elicio stock option otherwise remained unchanged; provided, however, that the Compensation Committee of the Company’s board of directors assumed the responsibility and the authority of Former Elicio’s board of directors or any committee thereof with respect to each Former Elicio stock option assumed by the Company. 2015 Plan In June 2019, Angion approved an Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) permitting the granting of incentive stock options, non-statutory stock options, restricted stock and other stock-based awards. Following the effectiveness of the 2021 Incentive Award Plan (“2021 Plan”), Angion ceased making grants under the 2015 Plan. However, the 2015 Plan continues to govern the terms and conditions of the outstanding awards granted under it. Shares of common stock subject to awards granted under the 2015 Plan that cease to be subject to such awards by forfeiture or otherwise after the termination of the 2015 Plan will be available for issuance under the 2021 Plan. 2021 Plan and Amendment to 2021 Plan On January 25, 2021, Angion’s board of directors approved the 2021 Plan which permits the granting of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards to employees, directors, officers and consultants. The 2021 Plan provides that the number of shares reserved and available for issuance will automatically increase each January 1 by the lesser of 5% of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors. On March 17, 2023, Angion’s board of directors approved an amendment to the 2021 Plan to increase the cumulative number of shares of common stock reserved for issuance thereunder by 30,113 shares. As of December 31, 2023, 540,171 shares and 153,243 shares remain available for future grants under the 2021 Plan and Former Elicio 2022 Equity Incentive Plan, respectively. Stock Options The following table summarizes information and activity related to the Company’s stock options: Number of Weighted Average Weighted Average Total Outstanding as of December 31, 2022 854,076 $ 5.24 7.72 Options granted 219,672 9.68 Existing Angion options outstanding 351,656 61.99 Options exercised (16,349) 7.74 Forfeited (unvested) (103,131) 5.83 Outstanding as of December 31, 2023 1,305,924 $ 21.27 7.43 $ 2,510,341 Options vested and exercisable 871,564 $ 41.91 5.25 $ 860,479 The aggregate intrinsic value in the above table is calculated as the difference between the estimated fair value of the Company's common stock price and the exercise price of the stock options. 219,672 stock options were granted in the year ended December 31, 2023. The weighted average grant date fair value per share for the stock option grants during the year ended December 31, 2023 was $9.68. As of December 31, 2023, the total unrecognized compensation related to unvested stock option awards granted was $2.4 million, which the Company expects to recognize over a weighted-average period of approximately 1.8 years years. The following table summarizes total stock-based compensation expense recorded in the consolidated statements of operations (in thousands): For the Year Ended December 31, 2023 2022 Research and development $ 552 $ 291 General and administrative 627 288 Total $ 1,179 $ 579 The fair value of each option is estimated on the date of grant using Black-Scholes with the assumptions noted in the table below. The fair value of an award with only a service condition is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Compensation cost of awards that contain a performance condition are recognized when success is considered probable during the performance period. The Company has elected to account for forfeitures as they occur, rather than estimating the number of awards that are expected to vest. The risk-free interest rate is estimated using the weighted average rate of return on U.S. Treasury notes with a life that approximates the expected life of the option. The expected term of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The contractual life of the option was used for the expected life of options granted to non-employees. Expected volatility is based on the weighted average of the historical volatility of a peer group of publicly traded companies. The assumed dividend yield is based upon the Company's expectation of not paying dividends in the foreseeable future. The fair value of each employee and non-employee stock option grant was estimated on the date of grant using Black-Scholes based on the following assumptions. Options December 31, 2023 2022 Risk-free interest rate 3.68 - 4.49% 1.64 - 3.88% Expected dividend yield 0.0% 0.0% Expected volatility 71.70 - 75.50% 60.30 - 73.20% Expected term in years (employees) 5.5 - 6.1 5.5 - 10 In March 2021 and June 2022, certain employees of the Company early exercised options to purchase shares of the Company’s common stock. The shares had not fully vested at the time of exercise and were recorded as an unvested option exercise liability. As the shares vest, the Company recognizes the shares and related expense as issuance of common stock upon settlement of restricted stock on the consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the years ended December 31, 2023 and 2022. Employee Stock Purchase Plan In January 2021, the board of directors of Angion approved the Employee Stock Purchase Plan (the “ESPP”). The ESPP was effective on the date immediately prior to the effectiveness of the Angion's registration statement relating to the IPO. The offering period and purchase period was determined by Angion’s board of directors. No offering periods or purchasing periods were active as of December 31, 2023. As of December 31, 2023, 68,958 shares under the ESPP remain available for purchase and no offerings have been authorized. Restricted Stock Units |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Outstanding [Abstract] | |
Warrants | Warrants In accordance with ASC 815, the warrants classified as liabilities are recorded at fair value at the issuance date, with changes in the fair value recognized in the consolidated statements of operations at the end of each reporting period. Refer to Note 4 for changes in the fair value recognized during the periods reported. In accordance with ASC 815, the warrants classified as equity do not meet the definition of a derivative and are classified in stockholders' equity in the consolidated balance sheets. There was no warrant activity during the year ended December 31, 2023, other than the assumption of the previously issued Angion warrants by the Company. The following table summarizes information regarding common stock warrants outstanding at December 31, 2023: Warrants Weighted Weighted Average Life (years) Outstanding at December 31, 2022 144,814 $ 53.59 6.5 Angion warrants assumed 3,950 76.00 4.7 Outstanding at December 31, 2023 148,764 $ 54.19 5.5 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings From time to time, the Company may be involved in legal proceedings, as well as demands, claims and threatened litigation, which arise in the normal course of its business or otherwise. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. The Company may be exposed to litigation in connection with its products under development and operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. The Company is not aware of any material legal matters. License Agreements In July 2012 and January 2016, Former Elicio licensed certain intellectual property from a university, of which the January 2016 agreement has been amended from time to time. The Company is required to pay certain contractual maintenance and milestone payments related to clinical trials and royalties on product sales over the term of the contract, with minimum annual royalty payments commencing in the calendar year after commercialization. In January 2019, Former Elicio licensed additional intellectual property and terminated a license obtained in July 2012 from the university. The license term for January 2016 license extends until terminated by either party under certain provisions. No commercialization royalties have been achieved. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Operating Leases In July 2021, the Company signed an operating lease for office and laboratory space in Boston, Massachusetts (the “Boston Lease”). The Boston Lease commenced in February 2022 with the term set to expire in February 2030. The Boston Lease has rent payments escalating annually, which total $11.1 million in the aggregate. As a result, at the commencement of the Boston Lease, the Company recognized a right-of-use lease asset of $8.0 million with a corresponding lease liability of $8.0 million based on the present value of the minimum rental payments. In addition, the Company will make payments for operating expenses and real estate taxes. In June 2023, the Company secured a letter of credit for the deposit on the Boston Lease and has a deposit in the amount of $0.7 million, which was reported as Restricted Cash on the consolidated balance sheets as of December 31, 2023. As part of the Merger Agreement, the Company also assumed a lease for clinical and regulatory space in Newton, Massachusetts (the “Newton lease”), comprising approximately 6,157 square feet for approximately $0.2 million per year, under a non-cancelable operating lease through June 30, 2024. Lease expense for all leases for the years ended December 31, 2023 and 2022 was $1.5 million and $1.2 million, respectively. All expenses are included in operating expenses in the accompanying consolidated statements of operations. The following table summarizes quantitative information about the Company's operating leases (dollars in thousands): For the year ended December 31, 2023 2022 Operating cash flows from operating leases $ 1,380 $ 1,106 Right-of-use assets exchanged for operating lease liabilities $ — $ 8,017 Weighted-average remaining lease term—operating leases (in years) 5.6 7.2 Weighted-average discount rate—operating leases 7.5 % 8.0 % As of December 31, 2023, maturities of lease liabilities were as follows (in thousands): Year Ended December 31, Amounts 2024 $ 1,427 2025 1,350 2026 1,383 2027 1,425 2028 1,467 Thereafter 1,765 Total 8,817 Less present value discount (1,900) Operating lease liabilities 6,917 Less: operating lease liability, current portion 910 Operating lease liability, noncurrent portion $ 6,007 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Convertible Notes Payable In October and November 2021, Former Elicio entered into convertible promissory note agreements for an aggregate amount of $14.5 million (the “Convertible Notes”). The Convertible Notes accrue interest at 8% per annum and are payable upon demand at any time on or after October 4, 2022 (the “Demand date”). Interest expense for the year ended December 31, 2022 was $0.9 million. There were $0.4 million of issuance costs incurred in 2021 and was initially recorded as a discount to the carrying value of the convertible note. Former Elicio recorded interest expense for the year ended December 31, 2022 related to the accretion of the discount to the Convertible Notes due to issuance costs of $0.3 million. The Convertible Notes included multiple conversion features. Former Elicio evaluated all the conversion features included within the Convertible Note agreements, noting that none of the features was considered to be predominant. Former Elicio also evaluated all conversion features under FASB ASC Topic 815, Derivatives and Hedging , and determined conversion features associated with the qualified and non-qualified financings met the definition of a derivative and require bifurcation from the Convertible Notes. The bifurcated embedded derivative of $2.9 million was recorded as a liability at fair value at the date of issuance based on the probability of occurrence of a triggering event taking place during the term of the Convertible Notes and was recorded as a discount to the carrying value of the Convertible Note. Former Elicio recorded interest expense for the year ended December 31, 2022 related to the accretion of the discount to the Convertible Notes due to the bifurcated embedded derivative of $2.3 million. During the year ended December 31, 2022, the increase in the fair value of the embedded derivative was determined to be $0.9 million and was recorded as interest expense in the accompanying consolidated statements of operations. On October 18, 2022, in conjunction with the Series C Preferred Shares issued on this same date, the Convertible Notes Payable totaling $14.5 million and the related accrued interest totaling $1.1 million automatically converted into 1,370,187 Series C Preferred Shares at an 80% discount to the Series C Preferred Share issuance price per share of $14.23, or $11.39 per share. Just prior to settlement, the fair value of the embedded derivative was marked to market a final time to the aggregate value of $3.9 million. Former Elicio recorded an immaterial gain on extinguishment related to the difference in the total of Convertible Notes Payable, total accrued interest and the final fair value of the embedded derivative versus the value of the Series C Preferred Shares issued based on the original issuance price of $14.23 per share. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the Company’s provision for income taxes for the years ended December 31, 2023 and 2022 consists of the following (in thousands): December 31, 2023 2022 Current: Federal $ — $ — United States — — Foreign — — Total Current — — Deferred Federal 7,743 5,162 State 3,116 2,102 Foreign — — Change in valuation allowance (10,859) (7,264) Total Deferred — — Total tax provision $ — $ — The reconciliations between the federal statutory income tax rate and the Company's effective income tax rate were as follows: Year Ended December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State tax, net of federal benefits 6.2 % 5.1 % Permanent differences (0.3) % (4.6) % Federal research and development credits 3.1 % 2.6 % State research and development credits 0.8 % 0.9 % Other differences 0.1 % 0.9 % Change in valuation allowance (30.9) % (25.9) % Effective income tax rate 0.0 % 0.0 % The principal components of the Company's net deferred tax asset at December 31, 2023 and 2022 were as follows (in thousands): December 31, 2023 2022 Deferred tax assets (liabilities): Net operating loss carryforwards $ 60,696 $ 19,146 Research and development tax credit carryovers 12,940 3,820 Capitalized research and development 13,686 4,304 Lease liability 1,897 1,949 Other 2,732 611 ROU Asset (1,800) (1,915) Property and equipment (33) (37) Total deferred tax assets 90,118 27,878 Less: Deferred tax asset valuation allowance (90,118) (27,878) Net deferred tax asset $ — $ — Net operating losses (“NOL”) generated before December 31, 2017 can be carried forward 20 years and carried back two years under the Internal Revenue Code (“IRC”). NOLs arising in tax years ended after December 31, 2017 are limited to 80% of taxable income, only carried forward and carried forward indefinitely. The Company has no income tax expense due to operating losses incurred for the years ended December 31, 2023 and 2022. The Company has provided a valuation allowance for the full amount of the net deferred tax assets as, based on all available evidence, it is considered more likely than not that all the recorded deferred tax assets will not be realized in a future period. The increase in the net deferred tax assets and valuation allowance is primarily due to the reverse merger transaction with Angion in June 2023 (as described in Note 3). For federal income tax purposes the transaction qualified as a tax-free reverse subsidiary merger pursuant to IRC Section 368 (a)(2)(E) and therefore the historical tax basis in the assets acquired and liabilities assumed was carried over upon acquisition. Net deferred tax assets acquired of $50.1 million with an offsetting valuation allowance of $50.1 million are primarily related to pre-merger net operating loss and research and development credits carryovers. At December 31, 2023, Elicio has federal NOLs of $237.8 million, of which $19.1 million was generated before the tax year ended December 31, 2017, and state NOLs of $170.4 million. If not utilized, certain NOLs for federal and state tax purposes will start to expire beginning in 2032. At December 31, 2023, Elicio has $11.1 million and $2.2 million of federal and state research and development credit carryforwards, respectively, that start to expire in 2027. As the Company has not yet achieved profitable operations, management believes the tax benefits as of December 31, 2023 did not satisfy the realization criteria set forth in ASC Topic 740, Income Taxes and, therefore, has recorded a full valuation allowance for the entire deferred tax asset. The valuation allowance increased in 2023 by $62.2 million due to the increase in the deferred tax assets by the same amount, primarily due to NOL carryforwards. The Company’s effective income tax rate differed from the federal statutory rate primarily due to state taxes and the Company’s full valuation allowance, the latter of which reduced the Company’s effective federal income tax rate to zero. Ownership changes, as defined in the IRC, may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income pursuant to IRC Section 382 or similar provisions. Subsequent ownership changes could further affect the limitation in future years. The Company has not completed a study to assess whether a change of control has occurred or whether there have been multiple changes of control since the Company’s formation due to the significant complexity and cost associated with such study and because there could be additional changes in control in the future. As a result, the Company is not able to estimate the effect of the change in control, if any, on the Company’s ability to utilize net operating loss and research and development credit carryforwards in the future. The Company files tax returns in the United States, Australia, California, Connecticut, Delaware, Florida, Iowa, Massachusetts, Missouri, New Hampshire, New Jersey, and Tennessee. All tax years from 2020 to 2023 remain open to examination by the major taxing jurisdictions to which the Company is subject, as carryforward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service (“IRS”) or other authorities if they have or will be used in a future period. To its knowledge, the Company is not currently under examination by the IRS or any other jurisdictions for any tax years. As of December 31, 2023, the Company had $4.1 million of uncertain tax positions related to prior research tax credits that may not be substantiated upon audit. The Company does not anticipate that uncertain tax positions will decrease within the next 12 months. The Company has elected to recognize interest and penalties related to income tax matters as a component of income tax expense, of which no interest or penalties were recorded for the years ended December 31, 2023 and 2022. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan Employee Benefit Plan The Company provides a retirement savings plan through the Vendantra Pharmacueticals Inc. 401(k) Plan (the “Elicio Retirement Plan”), subject to certain limitations. As allowed under Section 401(k) of the IRC, the Elicio Retirement Plan allows tax deferred salary deductions for eligible employees. An employee’s interest in his or her salary deferral contributions is 100% vested when contributed. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The Company has reported losses since inception and has computed basic net loss per share attributable to common stockholders by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per share of common stock after giving consideration to all potentially dilutive shares of common stock, including options to purchase common stock and preferred stock outstanding during the period determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential shares of common stock and preferred stock have been anti-dilutive and basic and diluted loss per share were the same for all periods presented. Basic and diluted net loss per share attributable to common stockholders was calculated at December 31, 2023 and 2022 as follows (in thousands, except share and per share data): Year Ended December 31, 2023 2022 Numerator: Net loss $ (35,195) $ (28,208) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 5,056,225 315,998 Net loss per share, basic and diluted $ (6.96) $ (89.27) The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: December 31, 2023 2022 Convertible preferred stock — 4,997,920 Shares issuable upon exercise of stock options 1,305,924 854,076 Shares issuable upon the exercise of warrants 148,764 144,814 Unvested Common Stock 1,933 7,240 Total 1,456,621 6,004,050 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Consulting Agreement The Company paid $0.7 million and $0.4 million for the years ended December 31, 2023 and 2022, respectively, for consulting services provided by an entity affiliated with the Company’s former interim chief financial officer and former board member. Subscription Agreement In December 2023, the Company entered into a subscription agreement (the “December Subscription Agreement”) with GKCC, LLC (the “Purchaser”), an entity which is controlled by a director of the Company, providing for the issuance and sale by the Company to the Purchaser of an aggregate of 1,213,000 shares of the Company’s common stock, par value $0.01 per share, at a purchase price per share of $5.81 (the “December Offering”). The gross proceeds to the Company from the December Offering was approximately $7.0 million. The closing of the December Offering occurred in December 2023. Upon closing of the December Offering, the Purchaser became a greater than 10% holder of the Company’s shares outstanding. Pursuant to the December Subscription Agreement, the Company is obligated, among other things, to file a registration statement with the SEC by March 31, 2024 for purposes of registering the shares for resale by the Purchaser, and use its commercially reasonable efforts to have the registration statement declared effective no later than 30 days after filing such registration statement with the SEC, or in the event the SEC reviews and has written comments to the registration statement, within 90 days following the receipt of such written comments. The December Subscription Agreement contains customary terms and conditions for a transaction of this type, including certain customary indemnification rights and certain customary cash penalties on the Company for its failure to satisfy specified filing and effectiveness time periods. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has completed an evaluation of all subsequent events after the audited consolidated balance sheet date as of December 31, 2023 through the date these consolidated financial statements were issued to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements as of December 31, 2023, and events which occurred subsequently but were not recognized in the consolidated financial statements. Non-recognizable subsequent events are summarized below. ATM Program Subsequent to December 31, 2023, the Company issued and sold a total of 615,363 shares of common stock under the ATM Program for aggregate net sale proceeds of approximately $5.1 million after deducting sales commissions. Subscription Agreement In March 2024, the Company entered into a subscription agreement (the “March Subscription Agreement”) with the Purchaser, an entity controlled by a member of the board of directors of the Company and which owns greater than 10% of the Company’s shares outstanding, providing for the issuance and sale by the Company to the Purchaser of pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,032,702 shares of the Company’s common stock, at a purchase price per Pre-Funded Warrant of $5.81 (the “March Offering”). The March Offering closed on March 19, 2024 (the “March Offering Closing Date”). Each Pre-Funded Warrant is exercisable at any time on or after the March Offering Closing Date at an exercise price equal to $0.01 per share, subject to adjustments as provided under the terms of the Pre-Funded Warrant, subject to a post-exercise beneficial ownership limitation of 19.99%, unless Stockholder Approval (defined below) is obtained. The gross proceeds to the Company from the March Offering was approximately $6.0 million. Pursuant to the March Subscription Agreement, the Company is obligated, among other things, to file a registration statement with the SEC by June 30, 2024 for purposes of registering the shares of the Company’s common stock issuable upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”) for resale by the Purchaser, and to use its commercially reasonable efforts to have the registration statement declared effective no later than 30 days after filing such registration statement with the SEC, or in the event the SEC reviews and has written comments to the registration statement, within 90 days following the receipt of such written comments. The March Subscription Agreement contains customary terms and conditions for a transaction of this type, including certain customary indemnification rights and certain customary cash penalties on the Company for its failure to satisfy specified filing and effectiveness time periods. In addition, pursuant to the March Subscription Agreement, no later than six months following the March Offering Closing Date, the Company has agreed to use commercially reasonable efforts to obtain such approval as may be required by the applicable rules and regulations of The Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to a change of control of the Company pursuant to Section 5635(b) of the Listing Rules of The Nasdaq Stock Market resulting from beneficial ownership in excess of 19.99% of the outstanding common stock of the Company upon the issuance of the Pre-Funded Warrant Shares (“Stockholder Approval”) . |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net loss | $ (35,195) | $ (28,208) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the United States as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Consolidation | The consolidated financial statements include the accounts of the Company, its wholly owned subsidiary, Elicio Australia Pty Ltd. (“Elicio Pty”), which was established on August 22, 2019, and its wholly-owned subsidiary, ESC, which was established in Massachusetts in December 2018. The Company established Elicio Australia Pty, an Australian subsidiary, for the purpose of qualifying for research credits for studies conducted in Australia and ESC is an investment company. All significant intercompany balances and transactions have been eliminated in consolidation. |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. The Company has determined that the chief executive officer is the CODM. |
Use of Estimates | Use of Estimates |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The Australian Dollar (“AUD”) is the functional currency for Elicio Pty. Accordingly, nonmonetary assets and liabilities originally acquired or assumed in other currencies are recorded in AUD at the date they were acquired or assumed. As part of the consolidation process, the Elicio Pty results are translated from AUD into the reporting currency of USD using average rates for profit and loss transactions and applicable spot rates for period-end balances. The effect of translating our functional currency into our reporting currency is reported separately in Accumulated Other Comprehensive Loss. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents Cash and cash equivalents are comprised of deposits at major financial banking institutions and highly liquid investments with an original maturity of three months or less at the date of purchase. As of December 31, 2023 and 2022, the Company’s cash equivalents were held in institutions in the United States and include deposits in a money market fund which were unrestricted as to withdrawal or use. Restricted Cash |
Fair Value Measurement | Fair Value Measurement The Company follows the guidance prescribed by ASC Topic 820, Fair Value Measurements , which establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value that focuses on an exit price which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities at measurement. Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts of financial instruments reflected in the consolidated balance sheets for cash and cash equivalents, current and non-current restricted cash, accounts payable, and accrued expenses approximate their respective fair values because of the short-term maturity of those financial instruments. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the asset. Upon sale or retirement, the cost and accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is recorded in the consolidated statement of operations and comprehensive loss. Repair and maintenance expenditures are expensed as incurred. Construction in process is not depreciated until the asset is placed into service. Asset Classification Estimated Useful Life Equipment 5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or lease term |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Derivative Financial Instruments | Derivative Financial Instruments The convertible and promissory notes included embedded derivatives requiring bifurcation in accordance with ASC 815, Derivatives and Hedging . The valuation of the instruments was determined using widely accepted valuation techniques including the probability weighted expected return model. The fair value was determined using a model with the assumptions for equity value proceeds, probability of occurrence of various liquidation scenarios, timeline to liquidity and risk-free interest rate. The fair value of the derivative instruments was measured at each reporting period prior to settlement on October 18, 2022, with changes in fair value reported in earnings (loss). |
Convertible Preferred Stock | Convertible Preferred Stock Former Elicio had classified convertible preferred stock, par value $0.06 per share, (the “Preferred Stock”) as temporary equity in the accompanying consolidated balance sheets due to certain changes in control events that were outside of the Former Elicio’s control, including sale or transfer of control of Former Elicio, as holders of the Preferred Stock could cause redemption of the shares in these situations. Former Elicio did not accrete the carrying values of the Preferred Stock to the redemption values since a liquidation event was not considered probable as of December 31, 2022. Subsequent adjustments of the carrying values to the ultimate redemption values would be made only if it becomes probable that such a liquidation event will occur. During the year ended December 31, 2023 an immaterial error was discovered in Former Elicio's 2022 audited financial statements whereas the amount of |
Income Taxes | Income Taxes The Company provides for income taxes in accordance with ASC Topic 740, Income Taxes . Deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates and laws in effect in the years in which the differences are expected to reverse. A valuation allowance is provided if, based upon the weighted available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when the Company management determines that it is probable that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. The Company has not identified any significant uncertain tax positions as of December 31, 2023. |
Research and Development and Research Grant | Research and Development Research and development costs are charged to expense as incurred and consist of expenses incurred in performing research and development activities, including salaries and benefits, materials and supplies, preclinical expenses, stock-based compensation expense, depreciation of equipment, contract services, and other outside expenses. The Company accrues for costs incurred by external service providers, based on estimates of services performed and costs. These estimates include the level of services performed by the third parties, and other indicators of the services completed. Based on the timing of payments to service providers, the Company may also record prepaid expenses for those service providers that will be recognized as expenses in future periods as the related services are rendered. Research and development costs may be offset by research and development refundable tax rebates received by the Company’s wholly-owned Australian subsidiary. Research Grant The Company analogizes to the guidance provided by International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”) for funds received from grants from entities that are not customers nor government agencies. The Company recognizes the amount of grant income based on the activity in allowable expenses covered under the grant and has elected to recognize the funds earned as an offset to the related research expenses recorded in operations. Advances from the grant that have yet to be recognized are recorded as restricted cash if the grant requires the funds to be isolated from general cash and cash equivalents. The Company records a liability for any research activity that is required under the grant but has not yet been performed. The liability is recorded as deferred research obligation on the consolidated balance sheets. |
Leases | Leases ASU No. 2016-02, Leases (“ASC 842”) establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the consolidated statements of operations as well as the reduction of the ROU asset. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on specific facts and circumstances, the existence of an identified asset(s), if any, and the Company’s control over the use of the identified asset(s), if applicable. Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of future lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company will utilize the incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has elected to combine lease and non-lease components as a single component. Operating leases are recognized on the consolidated balance sheet as ROU lease assets, current lease liabilities and non-current lease liabilities. Fixed rents are included in the calculation of the lease balances, while variable costs paid for certain operating and pass-through costs are excluded. Lease expense is recognized over the expected term on a straight-line basis. |
Stock-Based Compensation | Stock-Based Compensation The Company issues stock-based awards to employees and non-employees, generally in the form of stock options. The Company accounts for stock-based awards in accordance with ASC 718, Compensation—Stock Compensation , which requires all stock-based payments, to be recognized in the consolidated statements of operations based on their fair values. The expense is recognized on a straight line basis over the requisite service period, which is generally the vesting period. The Company has elected to account for option forfeitures as they occur. The Company uses the Black-Scholes option-pricing model (“Black-Scholes”) to determine the weighted-average fair value of options granted, which uses as inputs the fair value of the Company common stock, assumptions the Company makes for the volatility of its Company common stock, the expected term of its stock options, the risk-free interest rate for a period that approximates the expected term of its stock options and its expected dividend yield. Compensation cost of awards that contain a performance condition are recognized when success is considered probable during the performance period. Prior to the Merger, there was no public market for Former Elicio’s common stock. The estimated fair value of the Company’s common stock underlying Former Elicio’s stock-based awards was determined by Former Elicio’s board of directors as of the grant date of each option grant. To determine the fair value of Former Elicio’s common stock underlying option grants, Former Elicio’s board of directors considered, among other things, input from management and valuations of Former Elicio's common stock prepared by third-party valuation firms performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants' Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . Following the Merger, the fair value of Company’s common stock is based on the closing stock price on the date of grant as reported on the Nasdaq Global Select Market. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share of Company common stock is computed by dividing net loss attributable to Company common stockholders by the weighted average number of shares of Company common stock outstanding for the period. Diluted net loss per share excludes the potential impact of Company common stock options, warrants and unvested shares of restricted stock because their effect would be anti-dilutive due to the Company's net loss. Since the Company had net losses for the years ended December 31, 2023 and 2022, basic and diluted net loss per common share are the same. |
Comprehensive Loss | Comprehensive Loss |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”), which requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial assets and certain other instruments, including but not limited to, available-for-sale debt securities. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. The Company adopted ASU No. 2016-13 on January 1, 2023 and the adoption of the standard had no material impact on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU No. 2020-16”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The Company adopted ASU No. 2020-06 on January 1, 2023 and the adoption of the standard had no material impact on its consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Except as noted below, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial statements and disclosures. In November 2023, the FASB issued No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU broadens the disclosure requirements by requiring disclosures of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss. The standard also requires entities to disclose, on an interim and annual basis, the amount and description, including the nature and type, of the other segment items. Additionally, entities are required to disclose the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. These enhanced disclosure obligations apply to entities that operate with one reportable segment as well. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. We are currently assessing the impact that this new accounting standard will have on our consolidated financial statements and disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Asset Classification Estimated Useful Life Equipment 5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or lease term The Company's property and equipment, net was comprised of the following (in thousands): December 31, 2023 2022 Equipment $ 1,574 $ 1,787 Furniture and fixtures 242 359 Leasehold improvements 132 124 Total property and equipment 1,948 2,270 Less: accumulated depreciation (1,231) (1,123) Property and equipment, net $ 717 $ 1,147 |
Merger and Related Transactio_2
Merger and Related Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | As part of the recapitalization, the Company obtained the assets and liabilities listed below (in thousands): Cash and cash equivalents $ 24,001 Other current assets 540 Promissory notes 10,027 Accrued liabilities (2,438) Net assets acquired $ 32,130 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis and their assigned levels within the fair value hierarchy (in thousands): Fair Value Measured at December 31, 2023 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) $ 5,973 $ — $ — $ 5,973 Total assets $ 5,973 $ — $ — $ 5,973 Warrant liabilities $ — $ — $ 11 $ 11 Total Liabilities $ — $ — $ 11 $ 11 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) $ 5,340 $ — $ — $ 5,340 Total assets $ 5,340 $ — $ — $ 5,340 ___________________ (1) Included in cash and cash equivalents on the consolidated balance sheets. This balance includes cash requirements settled on a nightly basis. |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents a summary of changes in Level 3 in the fair value of the Company’s common stock warrant liability (in thousands): As of December 31, 2023 As of December 31, 2022 Balance, beginning of year $ — $ — Existing Angion Warrant Liability 9 — Change in fair value 2 — Balance, end of year $ 11 $ — |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The fair value of the common stock warrant liability was estimated using the following assumptions: December 31, 2023 June 1, 2023 Strike price $ 76.00 $ 76.00 Contractual term (years) 4.7 5.2 Volatility (annual) 94.0 % 100.0 % Risk-free rate 3.9 % 3.9 % Dividend yield (per share) 0.0 % 0.0 % |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets were comprised of the following (in thousands): December 31, 2023 2022 Prepaid research and development contract services $ 1,883 $ 2,132 Advanced professional fees 300 648 Prepaid insurance 376 104 Other prepaid expenses and other current assets 173 36 Total prepaid and other current assets $ 2,732 $ 2,920 |
Schedule of Property and Equipment, Net | Asset Classification Estimated Useful Life Equipment 5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or lease term The Company's property and equipment, net was comprised of the following (in thousands): December 31, 2023 2022 Equipment $ 1,574 $ 1,787 Furniture and fixtures 242 359 Leasehold improvements 132 124 Total property and equipment 1,948 2,270 Less: accumulated depreciation (1,231) (1,123) Property and equipment, net $ 717 $ 1,147 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, 2023 2022 Accrued professional fees $ 945 $ 180 Accrued compensation and benefits 1,849 1,491 Accrued research and development 912 260 Other accrued expenses 51 4 Total accrued expenses $ 3,757 $ 1,935 |
Convertible Preferred Stock, _2
Convertible Preferred Stock, Common Stock and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock and Liquidation Preferences | The authorized, issued and outstanding shares of the convertible preferred stock and liquidation preferences of Former Elicio as of December 31, 2022 were as follows (i n thousands, except share and per share amounts) : Authorized Shares Shares Issued and Outstanding Aggregate Liquidation Amount Proceeds Net of Liquidation Costs Series A Convertible Preferred Shares 132,387 132,387 $7,495 $7,495 Series B Convertible Preferred Shares 1,927,375 1,927,375 $72,803 $62,944 Series C Convertible Preferred Shares 4,888,798 2,938,158 $41,816 $40,621 Total Preferred Shares 6,948,560 4,997,920 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes information and activity related to the Company’s stock options: Number of Weighted Average Weighted Average Total Outstanding as of December 31, 2022 854,076 $ 5.24 7.72 Options granted 219,672 9.68 Existing Angion options outstanding 351,656 61.99 Options exercised (16,349) 7.74 Forfeited (unvested) (103,131) 5.83 Outstanding as of December 31, 2023 1,305,924 $ 21.27 7.43 $ 2,510,341 Options vested and exercisable 871,564 $ 41.91 5.25 $ 860,479 |
Schedule of Components of Stock-Based Compensation Expense | The following table summarizes total stock-based compensation expense recorded in the consolidated statements of operations (in thousands): For the Year Ended December 31, 2023 2022 Research and development $ 552 $ 291 General and administrative 627 288 Total $ 1,179 $ 579 |
Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards | The fair value of each employee and non-employee stock option grant was estimated on the date of grant using Black-Scholes based on the following assumptions. Options December 31, 2023 2022 Risk-free interest rate 3.68 - 4.49% 1.64 - 3.88% Expected dividend yield 0.0% 0.0% Expected volatility 71.70 - 75.50% 60.30 - 73.20% Expected term in years (employees) 5.5 - 6.1 5.5 - 10 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Outstanding [Abstract] | |
Schedule of Outstanding Warrants | The following table summarizes information regarding common stock warrants outstanding at December 31, 2023: Warrants Weighted Weighted Average Life (years) Outstanding at December 31, 2022 144,814 $ 53.59 6.5 Angion warrants assumed 3,950 76.00 4.7 Outstanding at December 31, 2023 148,764 $ 54.19 5.5 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Quantitative Information Regarding Operating Leases | The following table summarizes quantitative information about the Company's operating leases (dollars in thousands): For the year ended December 31, 2023 2022 Operating cash flows from operating leases $ 1,380 $ 1,106 Right-of-use assets exchanged for operating lease liabilities $ — $ 8,017 Weighted-average remaining lease term—operating leases (in years) 5.6 7.2 Weighted-average discount rate—operating leases 7.5 % 8.0 % |
Schedule of Maturities of Lease Liabilities | As of December 31, 2023, maturities of lease liabilities were as follows (in thousands): Year Ended December 31, Amounts 2024 $ 1,427 2025 1,350 2026 1,383 2027 1,425 2028 1,467 Thereafter 1,765 Total 8,817 Less present value discount (1,900) Operating lease liabilities 6,917 Less: operating lease liability, current portion 910 Operating lease liability, noncurrent portion $ 6,007 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the Company’s provision for income taxes for the years ended December 31, 2023 and 2022 consists of the following (in thousands): December 31, 2023 2022 Current: Federal $ — $ — United States — — Foreign — — Total Current — — Deferred Federal 7,743 5,162 State 3,116 2,102 Foreign — — Change in valuation allowance (10,859) (7,264) Total Deferred — — Total tax provision $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliations between the federal statutory income tax rate and the Company's effective income tax rate were as follows: Year Ended December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State tax, net of federal benefits 6.2 % 5.1 % Permanent differences (0.3) % (4.6) % Federal research and development credits 3.1 % 2.6 % State research and development credits 0.8 % 0.9 % Other differences 0.1 % 0.9 % Change in valuation allowance (30.9) % (25.9) % Effective income tax rate 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | The principal components of the Company's net deferred tax asset at December 31, 2023 and 2022 were as follows (in thousands): December 31, 2023 2022 Deferred tax assets (liabilities): Net operating loss carryforwards $ 60,696 $ 19,146 Research and development tax credit carryovers 12,940 3,820 Capitalized research and development 13,686 4,304 Lease liability 1,897 1,949 Other 2,732 611 ROU Asset (1,800) (1,915) Property and equipment (33) (37) Total deferred tax assets 90,118 27,878 Less: Deferred tax asset valuation allowance (90,118) (27,878) Net deferred tax asset $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | Basic and diluted net loss per share attributable to common stockholders was calculated at December 31, 2023 and 2022 as follows (in thousands, except share and per share data): Year Ended December 31, 2023 2022 Numerator: Net loss $ (35,195) $ (28,208) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 5,056,225 315,998 Net loss per share, basic and diluted $ (6.96) $ (89.27) |
Schedule of Antidilutive Securities Excluded From Computation of Net Loss per Share | The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: December 31, 2023 2022 Convertible preferred stock — 4,997,920 Shares issuable upon exercise of stock options 1,305,924 854,076 Shares issuable upon the exercise of warrants 148,764 144,814 Unvested Common Stock 1,933 7,240 Total 1,456,621 6,004,050 |
Description of the Business a_2
Description of the Business and Financial Condition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Weighted average common shares outstanding, diluted (in shares) | 9,700,000 | 5,056,225 | 315,998 |
Accumulated deficit | $ 142,203 | $ 107,008 | |
Cash and cash equivalents | $ 12,894 | $ 6,156 | |
Former Elicio Equity Holders | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Ownership percentage | 65.20% | ||
Former Angion Equity Holders | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Ownership percentage | 34.80% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) operating_segment $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jun. 01, 2023 | Oct. 31, 2022 $ / shares | Oct. 18, 2022 shares | |
Class of Stock [Line Items] | |||||
Recapitalization exchange ratio | 0.0181 | ||||
Number of operating segments | operating_segment | 1 | ||||
Impairment of long lived assets | $ | $ 0 | $ 0 | |||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.06 | ||||
Convertible preferred stock, shares issued (in shares) | 4,997,920 | ||||
Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.06 | $ 0.06 | |||
Convertible preferred stock, shares issued (in shares) | 0 | 132,387 | 132,387 | ||
Series A Preferred Stock | Revision of Prior Period, Error Correction, Adjustment | |||||
Class of Stock [Line Items] | |||||
Convertible preferred stock, shares issued (in shares) | 41,887 | ||||
Series B Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.06 | $ 0.06 | |||
Convertible preferred stock, shares issued (in shares) | 0 | 1,927,375 | 1,927,375 | ||
Series B Preferred Stock | Revision of Prior Period, Error Correction, Adjustment | |||||
Class of Stock [Line Items] | |||||
Convertible preferred stock, shares issued (in shares) | 609,755 | ||||
Series C Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.06 | $ 0.06 | |||
Convertible preferred stock, shares issued (in shares) | 0 | 2,938,158 | |||
Price per share of shares issued (in dollars per share) | $ / shares | $ 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | Dec. 31, 2023 |
Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Merger and Related Transactio_3
Merger and Related Transactions - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 01, 2023 USD ($) board_member $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Reverse Recapitalization [Line Items] | |||
Number of members of the board of directors | board_member | 9 | ||
Recapitalization exchange ratio | 0.0181 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Common stock, shares issued (in shares) | shares | 8,387,025 | 9,618,178 | 320,281 |
Common stock, shares outstanding (in shares) | shares | 8,387,025 | 9,603,723 | 320,281 |
Gain on extinguishment of promissory notes payable | $ 605 | $ 2 | |
Transaction costs | $ 2,900 | ||
Bridge Loan Between Angion And Former Elicio | Notes Payable | |||
Reverse Recapitalization [Line Items] | |||
Debt instrument, face amount | $ 12,500 | ||
Debt instrument, issuance discount percent | 20% | ||
Bridge Loan Between Angion And Former Elicio, Discount Amount, Initial Closing | Notes Payable | |||
Reverse Recapitalization [Line Items] | |||
Debt instrument, face amount | $ 6,250 | ||
Bridge Loan Between Angion And Former Elicio, Initial Closing | Notes Payable | |||
Reverse Recapitalization [Line Items] | |||
Debt instrument, face amount | 5,000 | ||
Bridge Loan Between Angion And Former Elicio, Discount Amount, Additional Closing | Notes Payable | |||
Reverse Recapitalization [Line Items] | |||
Debt instrument, face amount | 6,250 | ||
Bridge Loan Between Angion And Former Elicio, Additional Closing | Notes Payable | |||
Reverse Recapitalization [Line Items] | |||
Debt instrument, face amount | $ 5,000 | ||
Angion Common Stock | |||
Reverse Recapitalization [Line Items] | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||
Stock split, conversion ratio | 0.1 | ||
Former Elicio | |||
Reverse Recapitalization [Line Items] | |||
Number of members of the board of directors | board_member | 6 |
Merger and Related Transactio_4
Merger and Related Transactions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) $ in Thousands | Jun. 01, 2023 USD ($) |
Reverse Recapitalization [Abstract] | |
Cash and cash equivalents | $ 24,001 |
Other current assets | 540 |
Promissory notes | 10,027 |
Accrued liabilities | (2,438) |
Net assets acquired | $ 32,130 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair value measurements, recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | $ 5,973 | $ 5,340 |
Total assets | 5,973 | 5,340 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 11 | |
Total Liabilities | 11 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 5,973 | 5,340 |
Total assets | 5,973 | 5,340 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | |
Total Liabilities | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | |
Total Liabilities | 0 | |
Significant Unobservable Inputs (Level 3) | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 0 | 0 |
Total assets | 0 | $ 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 11 | |
Total Liabilities | $ 11 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value, Liabilities, Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Warrant Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of year | $ 0 | $ 0 |
Existing Angion Warrant Liability | 9 | 0 |
Change in fair value | 2 | 0 |
Balance, end of year | $ 11 | $ 0 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) - Significant Unobservable Inputs (Level 3) | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, contractual term | 4 years 8 months 12 days | 5 years 2 months 12 days |
Strike price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 76 | 76 |
Volatility (annual) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.940 | 1 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.039 | 0.039 |
Dividend yield (per share) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid research and development contract services | $ 1,883 | $ 2,132 |
Advanced professional fees | 300 | 648 |
Prepaid insurance | 376 | 104 |
Other prepaid expenses and other current assets | 173 | 36 |
Prepaid expenses and other current assets | $ 2,732 | $ 2,920 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,948 | $ 2,270 |
Less: accumulated depreciation | (1,231) | (1,123) |
Property and equipment, net | 717 | 1,147 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,574 | 1,787 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 242 | 359 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 132 | $ 124 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation expense | $ 382 | $ 390 |
Other long-term prepaid assets | $ 2,833 | $ 2,833 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued professional fees | $ 945 | $ 180 |
Accrued compensation and benefits | 1,849 | 1,491 |
Accrued research and development | 912 | 260 |
Other accrued expenses | 51 | 4 |
Accrued expenses | $ 3,757 | $ 1,935 |
Research Grant (Details)
Research Grant (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Research and development | $ 23,849 | $ 18,103 | |||
Restricted cash, current | 722 | 1,641 | |||
Research Grant Agreement with GIRF Sept. 2022 | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Grant award | $ 2,800 | ||||
Grant award received | $ 500 | $ 2,300 | |||
Research and development | $ 1,900 | $ 900 | |||
Research Grant Agreement with GIRF July 2023 | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Grant award | $ 3,100 | ||||
Credit | $ 500 |
Convertible Preferred Stock, _3
Convertible Preferred Stock, Common Stock and Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Jun. 01, 2023 shares | Dec. 31, 2023 $ / shares shares | Oct. 31, 2022 $ / shares shares | May 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Convertible preferred stock, shares authorized (in shares) | 6,948,560 | 6,948,560 | |||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.06 | $ 0.06 | |||||
Stock issuance costs | $ | $ 2.4 | $ 1.2 | |||||
Recapitalization exchange ratio | 0.0181 | ||||||
Convertible preferred stock, shares issued (in shares) | 4,997,920 | 4,997,920 | |||||
Convertible preferred stock, shares outstanding (in shares) | 4,997,920 | 4,997,920 | |||||
Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
At-The-Market Equity Offering Sales Agreement | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, aggregate offering price (up to) | $ | $ 21 | ||||||
Registration Statement | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, aggregate offering price (up to) | $ | $ 100 | ||||||
Common Stock | Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Shares sold in offering (in shares) | 1,213,000 | ||||||
Purchase price (in dollars per share) | $ / shares | $ 5.81 | $ 5.81 | |||||
Former Elicio Equity Holders | |||||||
Class of Stock [Line Items] | |||||||
Shares sold in offering (in shares) | 5,375,751 | ||||||
Former Elicio | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, shares outstanding (in shares) | 4,997,920 | ||||||
Former Elicio | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Conversion of convertible notes (in shares) | 4,997,920 | ||||||
Series C | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, shares authorized (in shares) | 0 | 4,888,798 | 0 | 4,888,798 | |||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | |||
Convertible preferred stock, shares issued (in shares) | 0 | 2,938,158 | 0 | 2,938,158 | |||
Convertible preferred stock, shares outstanding (in shares) | 0 | 2,938,158 | 0 | 2,938,158 | |||
Price per share of shares issued (in dollars per share) | $ / shares | $ 1 | ||||||
Series C | Former Elicio | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, shares authorized (in shares) | 3,513,198 | 760,200 | |||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.06 | ||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 66.30 | ||||||
Shares authorized from conversion of convertible debt (in shares) | 1,375,600 | 325,800 | |||||
Issuance of Series C convertible preferred stock (in shares) | 3,589,820 | ||||||
Issuance of Series C convertible preferred stock | $ | $ 41.8 | ||||||
Stock issuance costs | $ | $ 1.2 | ||||||
Convertible preferred stock | |||||||
Class of Stock [Line Items] | |||||||
Shares issued during period (in shares) | 0 | 3,589,820 |
Convertible Preferred Stock, _4
Convertible Preferred Stock, Common Stock and Stockholders' Equity - Conversion of Convertible Preferred Stock and Liquidation Preferences (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 18, 2022 |
Temporary Equity [Line Items] | |||
Convertible preferred stock, shares authorized (in shares) | 6,948,560 | ||
Convertible preferred stock, shares issued (in shares) | 4,997,920 | ||
Convertible preferred stock, shares outstanding (in shares) | 4,997,920 | ||
Series A Preferred Stock | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, shares authorized (in shares) | 0 | 132,387 | |
Convertible preferred stock, shares issued (in shares) | 0 | 132,387 | 132,387 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 132,387 | |
Aggregate Liquidation Amount | $ 7,495 | ||
Proceeds Net of Liquidation Costs | $ 7,495 | ||
Series B Preferred Stock | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, shares authorized (in shares) | 0 | 1,927,375 | |
Convertible preferred stock, shares issued (in shares) | 0 | 1,927,375 | 1,927,375 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 1,927,375 | |
Aggregate Liquidation Amount | $ 72,803 | ||
Proceeds Net of Liquidation Costs | $ 62,944 | ||
Series C Preferred Stock | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, shares authorized (in shares) | 0 | 4,888,798 | |
Convertible preferred stock, shares issued (in shares) | 0 | 2,938,158 | |
Convertible preferred stock, shares outstanding (in shares) | 0 | 2,938,158 | |
Aggregate Liquidation Amount | $ 41,816 | ||
Proceeds Net of Liquidation Costs | $ 40,621 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) shares | Jun. 01, 2023 shares | Jan. 25, 2021 | Dec. 31, 2023 USD ($) $ / shares shares | Mar. 17, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recapitalization exchange ratio | 0.0181 | ||||
Options granted (in shares) | 219,672 | ||||
Options granted (in dollars per share) | $ / shares | $ 9.68 | ||||
Unrecognized compensation related to unvested stock option awards | $ | $ 2.4 | $ 2.4 | |||
Unrecognized compensation related to unvested stock option awards, period for recognition (in years) | 1 year 9 months 18 days | ||||
Treasury Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Purchase of treasury stock (in shares) | 14,455 | ||||
Employee Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future grants (in shares) | 68,958 | 68,958 | |||
Shares authorized for issuance (in shares) | 0 | 0 | |||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 41,005 | ||||
2021 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of outstanding stock | 5% | ||||
Shares reserved for future issuance (in shares) | 30,113 | ||||
Shares available for future grants (in shares) | 540,171 | 540,171 | |||
2022 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future grants (in shares) | 153,243 | 153,243 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Stock Options | ||
Outstanding at beginning of period (in shares) | 854,076 | |
Options granted (in shares) | 219,672 | |
Existing Angion Options outstanding (in shares) | 351,656 | |
Options exercised (in shares) | (16,349) | |
Forfeited (unvested) (in shares) | (103,131) | |
Outstanding at end of period (in shares) | 1,305,924 | 854,076 |
Options vested and exercisable (in shares) | 871,564 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 5.24 | |
Options granted (in dollars per share) | 9.68 | |
Existing Angion Options outstanding (in dollars per share) | 61.99 | |
Options exercised (in dollars per share) | 7.74 | |
Forfeited (unvested) (in dollars per share) | 5.83 | |
Outstanding at end of period (in dollars per share) | 21.27 | $ 5.24 |
Options vested and exercisable (in dollars per share) | $ 41.91 | |
Stock Option Activity, Additional Disclosures | ||
Options outstanding, weighted average remaining contractual life (in years) | 7 years 5 months 4 days | 7 years 8 months 19 days |
Options vested and exercisable, weighted average remaining contractual life (in years) | 5 years 3 months | |
Options outstanding, total intrinsic value | $ 2,510,341 | |
Options vested and exercisable, total intrinsic value | $ 860,479 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Components of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 1,179 | $ 579 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 552 | 291 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 627 | $ 288 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards (Details) - Stock Option | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 3.68% | 1.64% |
Risk-free interest rate, maximum | 4.49% | 3.88% |
Expected dividend yield | 0% | 0% |
Expected volatility, minimum | 71.70% | 60.30% |
Expected volatility, maximum | 75.50% | 73.20% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term in years (employees) | 5 years 6 months | 5 years 6 months |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term in years (employees) | 6 years 1 month 6 days | 10 years |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Warrants | |
Outstanding beginning balance (in shares) | shares | 144,814 |
Angion warrants assumed (in shares) | shares | 3,950 |
Outstanding ending balance (in shares) | shares | 148,764 |
Weighted Average Exercise Price | |
Outstanding beginning balance (in dollars per share) | $ / shares | $ 53.59 |
Angion warrants assumed (in dollars per share) | $ / shares | 76 |
Outstanding ending balance (in dollars per share) | $ / shares | $ 54.19 |
Weighted Average Life (years) | |
Outstanding beginning balance (in years) | 6 years 6 months |
Angion warrants assumed (in years) | 4 years 8 months 12 days |
Outstanding ending balance (in years) | 5 years 6 months |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum payments | $ 0.1 |
Future minimum payments, thereafter | $ 0.1 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 01, 2023 USD ($) ft² | Jun. 30, 2023 USD ($) | Jul. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease expense | $ 1,500 | $ 1,200 | |||
Operating lease, right-of-use assets | 6,563 | 7,350 | |||
Operating lease liability, current | $ 910 | $ 692 | |||
Letter of credit | $ 700 | ||||
Boston, Massachusetts | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease expense | $ 11,100 | ||||
Operating lease, right-of-use assets | 8,000 | ||||
Operating lease liability, current | $ 8,000 | ||||
Newton, Massachusetts | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of office space (in sqft) | ft² | 6,157 | ||||
Operating lease, payment per year | $ 200 |
Leases - Schedule of Quantitati
Leases - Schedule of Quantitative Information about Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 1,380 | $ 1,106 |
Right-of-use assets exchanged for operating lease liabilities | $ 0 | $ 8,017 |
Weighted-average remaining lease term—operating leases (in years) | 5 years 7 months 6 days | 7 years 2 months 12 days |
Weighted-average discount rate—operating leases | 7.50% | 8% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 1,427 | |
2025 | 1,350 | |
2026 | 1,383 | |
2027 | 1,425 | |
2028 | 1,467 | |
Thereafter | 1,765 | |
Total | 8,817 | |
Less present value discount | (1,900) | |
Operating lease liabilities | 6,917 | |
Operating lease liability, current | 910 | $ 692 |
Operating lease liability, noncurrent portion | $ 6,007 | $ 6,789 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Oct. 18, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | |
Debt Instrument [Line Items] | |||||
Increase in fair value of embedded derivative | $ 429 | $ (945) | |||
Series C Preferred Stock | Conversion of Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Issuance of Series C convertible preferred stock, net of issuance costs (in shares) | 1,370,187 | ||||
Discount percentage | 80% | ||||
Shares issued, price per share (in dollars per share) | $ 14.23 | ||||
Discounted price per share (in dollars per share) | $ 11.39 | ||||
Convertible Debt | Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Issuance of convertible notes | $ 14,500 | ||||
Convertible notes accrue interest, percent | 8% | ||||
Interest expense | 900 | ||||
Issuance costs | $ 400 | ||||
Amortization of debt issuance costs | 300 | ||||
Embedded derivative, fair value of embedded derivative liability | $ 2,900 | ||||
Amortization of debt discount | 2,300 | ||||
Increase in fair value of embedded derivative | $ 900 | ||||
Accrued interest | $ 1,100 | ||||
Fair value of embedded derivative | $ 3,900 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 0 | $ 0 |
United States | 0 | 0 |
Foreign | 0 | 0 |
Total Current | 0 | 0 |
Deferred | ||
Federal | 7,743,000 | 5,162,000 |
State | 3,116,000 | 2,102,000 |
Foreign | 0 | 0 |
Change in valuation allowance | (10,859,000) | (7,264,000) |
Total Deferred | 0 | 0 |
Total tax provision | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State tax, net of federal benefits | 6.20% | 5.10% |
Permanent differences | (0.30%) | (4.60%) |
Federal research and development credits | 0.031 | 0.026 |
State research and development credits | 0.008 | 0.009 |
Other differences | 0.10% | 0.90% |
Change in valuation allowance | (30.90%) | (25.90%) |
Effective income tax rate | 0% | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 60,696 | $ 19,146 |
Research and development tax credit carryovers | 12,940 | 3,820 |
Capitalized research and development | 13,686 | 4,304 |
Lease liability | 1,897 | 1,949 |
Other | 2,732 | 611 |
ROU Asset | (1,800) | (1,915) |
Property and equipment | (33) | (37) |
Total deferred tax assets | 90,118 | 27,878 |
Less: Deferred tax asset valuation allowance | (90,118) | (27,878) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 01, 2023 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax expenses | $ 0 | $ 0 | |
Deferred tax assets acquired, net | $ 50,100,000 | ||
Deferred tax assets, valuation allowance | $ 50,100,000 | ||
Valuation allowance increase | $ 62,200,000 | ||
Effective tax rate | 0% | 0% | |
Uncertain tax positions | $ 4,100,000 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | $ 0 | |
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 237,800,000 | ||
Domestic Tax Authority | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 11,100,000 | ||
Domestic Tax Authority | Tax Year 2017 | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 19,100,000 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 170,400,000 | ||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 2,200,000 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Employee Benefit Plan | |
Defined Contribution Plan Disclosure [Line Items] | |
Employers matching contribution annual vesting (in percentage) | 100% |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Net Loss Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | |||
Net loss | $ (35,195) | $ (28,208) | |
Denominator: | |||
Weighted-average shares used in computing net loss per share, basic (in shares) | 5,056,225 | 315,998 | |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 9,700,000 | 5,056,225 | 315,998 |
Net loss per share, basic (in dollars per share) | $ (6.96) | $ (89.27) | |
Net loss per share, diluted (in dollars per share) | $ (6.96) | $ (89.27) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Net Loss per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,456,621 | 6,004,050 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 4,997,920 |
Shares issuable upon exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,305,924 | 854,076 |
Shares issuable upon the exercise of warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 148,764 | 144,814 |
Unvested Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,933 | 7,240 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
December Subscription Agreement | |||
Related Party Transaction [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | 0.01 | |
Common Stock | December Subscription Agreement | |||
Related Party Transaction [Line Items] | |||
Shares sold in offering (in shares) | 1,213,000 | ||
Share price (in dollars per share) | $ 5.81 | $ 5.81 | |
Gross proceeds from offering | $ 7 | ||
Consulting Service Payments | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amounts of transaction | $ 0.7 | $ 0.4 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Mar. 19, 2024 USD ($) $ / shares shares | Mar. 29, 2024 USD ($) shares | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Subsequent Event [Line Items] | ||||
Exercise price (in dollars per share) | $ 54.19 | $ 53.59 | ||
Subsequent Event | March Subscription Agreement | ||||
Subsequent Event [Line Items] | ||||
Sale proceeds | $ | $ 6 | |||
Beneficial ownership limitation, percentage | 0.1999 | |||
Subsequent Event | March Subscription Agreement | Pre-Funded Warrant | ||||
Subsequent Event [Line Items] | ||||
Number of shares of common stock to purchase (up to) (in shares) | shares | 1,032,702 | |||
Purchase price (in dollars per share) | $ 5.81 | |||
Exercise price (in dollars per share) | $ 0.01 | |||
Common Stock | Subsequent Event | At-The-Market Equity Offering Sales Agreement | ||||
Subsequent Event [Line Items] | ||||
Shares sold in offering (in shares) | shares | 615,363 | |||
Sale proceeds | $ | $ 5.1 |