Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 09, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 $0.01 | |
Trading Symbol | ELTX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,774,574 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001601485 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 3,425 | $ 12,894 |
Restricted cash, current | 396 | 722 |
Prepaid expenses and other current assets | 2,868 | 2,732 |
Total current assets | 6,689 | 16,348 |
Property and equipment, net | 597 | 717 |
Operating lease, right-of-use assets | 6,142 | 6,563 |
Restricted cash, noncurrent | 690 | 685 |
Other long-term prepaid assets | 1,632 | 2,833 |
Total assets | 15,750 | 27,146 |
Current liabilities | ||
Accounts payable | 1,055 | 4,369 |
Accrued expenses | 5,321 | 3,757 |
Deferred research obligation | 350 | 694 |
Operating lease liability, current | 854 | 910 |
Unvested option exercise liability, current | 5 | 25 |
Total current liabilities | 7,585 | 9,755 |
Warrant liability | 4,252 | 11 |
Operating lease liability, noncurrent | 5,565 | 6,007 |
Total liabilities | 17,402 | 15,773 |
Commitments and contingencies - Note 10 | ||
Stockholders' (deficit) equity: | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized at June 30, 2024 and December 31, 2023; no shares issued and outstanding at June 30, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.01 par value; 300,000,000 shares authorized at June 30, 2024 and December 31, 2023; 10,273,328 shares and 9,618,178 shares issued at June 30, 2024 and December 31, 2023, respectively; 10,258,873 and 9,603,723 outstanding as of June 30, 2024 and December 31, 2023, respectively | 103 | 96 |
Treasury stock, at cost, 14,455 shares outstanding as of June 30, 2024 and December 31, 2023 | (150) | (150) |
Additional paid-in capital | 159,892 | 153,827 |
Accumulated other comprehensive loss | (238) | (197) |
Accumulated deficit | (161,259) | (142,203) |
Total stockholders' (deficit) equity | (1,652) | 11,373 |
Total liabilities and stockholders' (deficit) equity | $ 15,750 | $ 27,146 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
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) | 10,273,328 | 9,618,178 |
Common stock, shares outstanding (in shares) | 10,258,873 | 9,603,723 |
Treasury stock, shares outstanding (in shares) | 14,455 | 14,455 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Operating expenses: | |||||
Research and development | $ 8,180 | $ 4,944 | $ 15,739 | $ 10,428 | |
General and administrative | 2,744 | 2,833 | 5,426 | 5,154 | |
Total operating expenses | 10,924 | 7,777 | 21,165 | 15,582 | |
Loss from operations | (10,924) | (7,777) | (21,165) | (15,582) | |
Other income (expense) | |||||
Change in fair value of warrant liability | 3,616 | (23) | 2,338 | (23) | |
Loss on issuance of pre-funded warrants | 0 | 0 | (578) | 0 | |
Change in fair value of embedded derivatives | 0 | 321 | 0 | 429 | |
Gain on extinguishment of promissory notes payable | 0 | 604 | 0 | 604 | |
Gain on sale of equipment | 0 | 0 | 3 | 0 | |
Foreign exchange transaction (loss) gain | (9) | (9) | 144 | (9) | |
Interest income | 137 | 39 | 287 | 51 | |
Interest expense | (49) | (714) | (85) | (1,056) | |
Total other income (expense), net | 3,695 | 218 | 2,109 | (4) | |
Net loss | (7,229) | (7,559) | (19,056) | (15,586) | |
Other comprehensive gain (loss): | |||||
Foreign currency translation adjustment | 32 | (2) | (41) | (2) | |
Comprehensive loss | $ (7,197) | $ (7,561) | $ (19,097) | $ (15,588) | |
Net loss per common share, basic (in dollars per share) | [1] | $ (0.64) | $ (2.61) | $ (1.77) | $ (9.65) |
Net loss per common share, diluted (in dollars per share) | [1] | $ (0.64) | $ (2.61) | $ (1.77) | $ (9.65) |
Weighted average common shares and pre-funded warrants outstanding, basic (in shares) | [1] | 11,284,853 | 2,893,244 | 10,779,389 | 1,615,772 |
Weighted average common shares and pre-funded warrants outstanding, diluted (in shares) | [1] | 11,284,853 | 2,893,244 | 10,779,389 | 1,615,772 |
[1]As described in Note 2 to these Condensed Consolidated Financial Statements, the Company has revised the net loss per common share and weighted average common shares outstanding for 2023. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ (Deficit) Equity - USD ($) $ in Thousands | Total | Reverse Recapitalization | Conversion Of Convertible Preferred Stock | Conversion of Convertible Debt | Common Stock | Common Stock Reverse Recapitalization | Common Stock Conversion Of Convertible Preferred Stock | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital Reverse Recapitalization | 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, 2022 | [1] | 4,997,920 | |||||||||||||
Beginning balance at Dec. 31, 2022 | [1] | $ 111,060 | |||||||||||||
Balance at end of period (in shares) at Mar. 31, 2023 | 4,997,920 | ||||||||||||||
Ending balance at Mar. 31, 2023 | $ 111,060 | ||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2022 | [1] | 320,281 | |||||||||||||
Beginning balance at Dec. 31, 2022 | [1] | (102,145) | $ 3 | $ 0 | $ 4,860 | $ 0 | $ (107,008) | ||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | [1] | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Exercise of stock options (in shares) | 4,699 | ||||||||||||||
Exercise of stock options | 40 | 40 | |||||||||||||
Issuance of common stock upon settlement of restricted stock units (in shares) | 2,601 | ||||||||||||||
Issuance of common stock upon settlement of restricted stock units | 34 | 34 | |||||||||||||
Stock-based compensation | 224 | 224 | |||||||||||||
Net loss | (8,029) | (8,029) | |||||||||||||
Balance at end of period (in shares) at Mar. 31, 2023 | 327,581 | ||||||||||||||
Ending balance at Mar. 31, 2023 | $ (109,876) | $ 3 | $ 0 | 5,158 | 0 | (115,037) | |||||||||
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | 0 | ||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2022 | [1] | 4,997,920 | |||||||||||||
Beginning balance at Dec. 31, 2022 | [1] | $ 111,060 | |||||||||||||
Balance at end of period (in shares) at Jun. 30, 2023 | 0 | ||||||||||||||
Ending balance at Jun. 30, 2023 | $ 0 | ||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2022 | [1] | 320,281 | |||||||||||||
Beginning balance at Dec. 31, 2022 | [1] | (102,145) | $ 3 | $ 0 | 4,860 | 0 | (107,008) | ||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | [1] | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Foreign currency translation adjustment | (2) | ||||||||||||||
Net loss | (15,586) | ||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2023 | 8,370,268 | ||||||||||||||
Ending balance at Jun. 30, 2023 | $ 23,557 | $ 84 | $ (150) | 146,221 | (2) | (122,596) | |||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | (14,455) | ||||||||||||||
Balance at beginning of period (in shares) at Mar. 31, 2023 | 4,997,920 | ||||||||||||||
Beginning balance at Mar. 31, 2023 | $ 111,060 | ||||||||||||||
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 Jun. 30, 2023 | 0 | ||||||||||||||
Ending balance at Jun. 30, 2023 | $ 0 | ||||||||||||||
Balance at beginning of period (in shares) at Mar. 31, 2023 | 327,581 | ||||||||||||||
Beginning balance at Mar. 31, 2023 | (109,876) | $ 3 | $ 0 | 5,158 | 0 | (115,037) | |||||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2023 | 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Exercise of stock options (in shares) | 4,460 | ||||||||||||||
Issuance of common stock upon settlement of restricted stock units (in shares) | 903 | 26,550 | |||||||||||||
Issuance of common stock upon settlement of restricted stock units | 11 | $ 27 | $ 1 | 11 | $ 26 | ||||||||||
Conversion of convertible notes (in shares) | 4,997,920 | ||||||||||||||
Conversion of convertible notes | $ 111,060 | $ 10,028 | $ 50 | $ 111,010 | $ 10,028 | ||||||||||
Issuance of common stock, net of issuance costs (in shares) | 3,012,854 | ||||||||||||||
Issuance of common stock, net of issuance costs | 19,739 | $ 30 | 19,709 | ||||||||||||
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) | |||||||||||||
Stock-based compensation | 279 | 279 | |||||||||||||
Foreign currency translation adjustment | (2) | (2) | |||||||||||||
Net loss | (7,559) | (7,559) | |||||||||||||
Balance at end of period (in shares) at Jun. 30, 2023 | 8,370,268 | ||||||||||||||
Ending balance at Jun. 30, 2023 | $ 23,557 | $ 84 | $ (150) | 146,221 | (2) | (122,596) | |||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | (14,455) | ||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2023 | 0 | ||||||||||||||
Beginning balance at Dec. 31, 2023 | $ 0 | ||||||||||||||
Balance at end of period (in shares) at Mar. 31, 2024 | 0 | ||||||||||||||
Ending balance at Mar. 31, 2024 | $ 0 | ||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2023 | 9,603,723 | 9,603,723 | |||||||||||||
Beginning balance at Dec. 31, 2023 | $ 11,373 | $ 96 | $ (150) | 153,827 | (197) | (142,203) | |||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | (14,455) | (14,455) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 615,363 | ||||||||||||||
Issuance of common stock, net of issuance costs | $ 5,062 | $ 6 | 5,056 | ||||||||||||
Issuance of common stock upon settlement of restricted stock units (in shares) | 903 | ||||||||||||||
Issuance of common stock upon settlement of restricted stock units | 11 | 11 | |||||||||||||
Stock-based compensation | 324 | 324 | |||||||||||||
Foreign currency translation adjustment | (73) | (73) | |||||||||||||
Net loss | (11,827) | (11,827) | |||||||||||||
Balance at end of period (in shares) at Mar. 31, 2024 | 10,219,989 | ||||||||||||||
Ending balance at Mar. 31, 2024 | $ 4,870 | $ 102 | $ (150) | 159,218 | (270) | (154,030) | |||||||||
Treasury stock, ending balance (in shares) at Mar. 31, 2024 | (14,455) | ||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2023 | 0 | ||||||||||||||
Beginning balance at Dec. 31, 2023 | $ 0 | ||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2024 | 0 | ||||||||||||||
Ending balance at Jun. 30, 2024 | $ 0 | ||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2023 | 9,603,723 | 9,603,723 | |||||||||||||
Beginning balance at Dec. 31, 2023 | $ 11,373 | $ 96 | $ (150) | 153,827 | (197) | (142,203) | |||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | (14,455) | (14,455) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Exercise of stock options (in shares) | 3,391 | ||||||||||||||
Foreign currency translation adjustment | $ (41) | ||||||||||||||
Net loss | $ (19,056) | ||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2024 | 10,258,873 | 10,258,873 | |||||||||||||
Ending balance at Jun. 30, 2024 | $ (1,652) | $ 103 | $ (150) | 159,892 | (238) | (161,259) | |||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2024 | (14,455) | (14,455) | |||||||||||||
Balance at beginning of period (in shares) at Mar. 31, 2024 | 0 | ||||||||||||||
Beginning balance at Mar. 31, 2024 | $ 0 | ||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2024 | 0 | ||||||||||||||
Ending balance at Jun. 30, 2024 | $ 0 | ||||||||||||||
Balance at beginning of period (in shares) at Mar. 31, 2024 | 10,219,989 | ||||||||||||||
Beginning balance at Mar. 31, 2024 | 4,870 | $ 102 | $ (150) | 159,218 | (270) | (154,030) | |||||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2024 | (14,455) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Exercise of stock options (in shares) | 3,391 | ||||||||||||||
Exercise of stock options | 13 | 13 | |||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 34,816 | ||||||||||||||
Issuance of common stock, net of issuance costs | 303 | $ 1 | 302 | ||||||||||||
Issuance of common stock upon settlement of restricted stock units (in shares) | 677 | ||||||||||||||
Issuance of common stock upon settlement of restricted stock units | 9 | 9 | |||||||||||||
Stock-based compensation | 350 | 350 | |||||||||||||
Foreign currency translation adjustment | 32 | 32 | |||||||||||||
Net loss | $ (7,229) | (7,229) | |||||||||||||
Balance at end of period (in shares) at Jun. 30, 2024 | 10,258,873 | 10,258,873 | |||||||||||||
Ending balance at Jun. 30, 2024 | $ (1,652) | $ 103 | $ (150) | $ 159,892 | $ (238) | $ (161,259) | |||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2024 | (14,455) | (14,455) | |||||||||||||
[1]Retroactively restated for the reverse recapitalization as described in Note 3. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ (Deficit) Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2024 | Mar. 31, 2024 | |
Statement of Stockholders' Equity [Abstract] | ||
Stock issuance costs | $ 6 | $ 103 |
Common stock, par value (in dollars per share) | $ 0.01 | |
Transaction costs | $ 2,400 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (19,056) | $ (15,586) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 162 | 214 |
Amortization of right-of-use assets, operating leases | 421 | 397 |
Non-cash interest expense | 0 | 1,061 |
Change in fair value of embedded derivative | 0 | (429) |
Change in fair value of warrant liability | (2,338) | 23 |
Stock-based compensation expense | 674 | 503 |
Gain on extinguishment of promissory note payable | 0 | (604) |
Loss on issuance of warrants | 578 | 0 |
(Gain) Loss on disposal of property and equipment, net | (3) | 1 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (136) | (1,083) |
Other long-term prepaid assets | 1,201 | (8) |
Accounts payable | (3,314) | (79) |
Accrued expenses and other current liabilities | 1,603 | (251) |
Deferred research obligation | (344) | (1,436) |
Operating lease liabilities | (498) | (337) |
Net cash used in operating activities | (21,050) | (17,614) |
Cash flows from investing activities | ||
Purchases of property and equipment | (42) | (21) |
Proceeds from sale of property and equipment | 3 | 34 |
Net cash (used in) provided by investing activities | (39) | 13 |
Cash flows from financing activities | ||
Cash acquired in connection with the reverse merger | 0 | 24,001 |
Merger transaction costs | 0 | (2,366) |
Proceeds from issuance of promissory notes payable | 0 | 10,000 |
Proceeds from issuance of common stock warrants | 5,962 | 0 |
Proceeds from issuance of common stock | 5,365 | 0 |
Payment for purchase of treasury stock | 0 | (150) |
Exercise of stock options | 13 | 67 |
Net cash provided by financing activities | 11,340 | 31,552 |
Effect of foreign currency on cash | (41) | (2) |
Net (decrease) increase in cash and cash equivalents | (9,790) | 13,949 |
Cash, cash equivalents and restricted cash at the beginning of the period | 14,301 | 8,414 |
Cash, cash equivalents and restricted cash at the end of the period | 4,511 | 22,363 |
Components of cash, cash equivalents, and restricted cash | ||
Cash and cash equivalents | 3,425 | 21,682 |
Restricted cash | 1,086 | 681 |
Total cash, cash equivalents and restricted cash | 4,511 | 22,363 |
Supplemental disclosure of noncash investing and financing activities: | ||
Fair value at issuance of March Pre-Funded Warrants | 6,579 | 0 |
Accretion of promissory note discount from embedded derivative | 0 | 130 |
Accretion of promissory note to face value | 0 | 897 |
Non-cash vesting of restricted common stock | 20 | 45 |
Settlement of promissory notes payable | 0 | 10,028 |
Interest expense from convertible notes payable | $ 0 | $ 34 |
Description of the Business and
Description of the Business and Financial Condition | 6 Months Ended |
Jun. 30, 2024 | |
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 pioneering the development of immunotherapies for patients with limited treatment options and poor outcomes suffering from cancer and infectious disease. 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 condensed 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 June 30, 2024, the Company had an accumulated deficit of $161.3 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 June 30, 2024, the Company had $3.4 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 condensed 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 or other securities 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 condensed 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 condensed 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 | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Company's condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting, consistent in all material respects with those applied in the Company’s audited financial statements and accompanying notes for the years ended December 31, 2023 and 2022 included in the Company’s Annual Report on Form 10-K filed March 29, 2024, as amended (the “Form 10-K”). 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”). This report should be read in conjunction with the audited consolidated financial statements in the Form 10-K. The condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiary, Elicio Australia Pty Ltd. (“Elicio Pty”), which was established in August 2019, and its wholly owned subsidiary, ESC, which was established in Massachusetts in December 2018. The Company established Elicio 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. The Company’s significant accounting policies are described in Note 2 to its consolidated financial statements for the year ended December 31, 2023, included in the Form 10-K. There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2024. Since Former Elicio was determined to be the accounting acquirer in connection with the Merger, for periods prior to the Merger, the condensed 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 condensed consolidated financial statements include the acquired business 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 the 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”) completed in connection with and prior to the closing of the Merger, based on the exchange ratio of 0.0181 (the “Exchange Ratio”). Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these condensed consolidated financial statements to conform to current period classifications. The warrant liability was reclassified from current to noncurrent liabilities. These reclassifications had no effect on the reported results of operations or financial position. Financial Statement Correction In the Company's Quarterly Report on Form 10-Q for the three and six months ended June 30, 2023, the Company incorrectly included the Weighted Average Shares Outstanding (“WASO”) number from the calculation for diluted Earnings Per Share (“EPS”) in its basic EPS calculation. This resulted in an overstatement of WASO and corresponding understatement of EPS. The Company evaluated this error during the period ended December 31, 2023, when it was first discovered to determine the materiality and if it would require a restatement. Based on the Company’s analysis, the error was not material enough to warrant a restatement and will be corrected on a prospective basis in future periods. This has been corrected in the reported amounts disclosed in the financial statements for the three and six months ended June 30, 2024. The following table presents the effect of the correction on the Company’s previously reported financial statements. Three Months Ended Six Months Ended 2023 2023 Net loss per common share, basic and diluted Prior to revision (2.44) (9.06) Revision (0.17) (0.59) As revised $ (2.61) $ (9.65) Weighted average common shares outstanding, basic and diluted Prior to revision 3,100,957 1,720,202 Revision (207,713) (104,430) As revised 2,893,244 1,615,772 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 condensed 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 condensed consolidated financial statements include but are not limited to, the accrual of research and development expenses, the valuation of stock-based awards, the operating lease right-of-use assets and operating lease liability, and forecasts utilized in management’s going concern assessment. 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 June 30, 2024 and December 31, 2023, 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 condensed 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 assets and liabilities. 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 Class Estimated Useful Lives Equipment 5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or lease term Impairment of Long-Lived Assets 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 three and six months ended June 30, 2024 and 2023, no impairments have occurred. Derivative Financial Instruments The Company’s 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 June 1, 2023, with changes in fair value reported in earnings (loss). Income Taxes The Company accounts 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 is required to recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, the position will be sustained upon examination. As of June 30, 2024, there were no accruals for interest or penalties related to uncertain tax provisions. 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. The Company expenses all research and development costs in the periods in which they are incurred. Costs for certain research and development activities are recognized based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors and service providers. 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 grants and research and development refundable tax rebates received by Elicio Pty. Leases ASC Topic 842, Leases , (“ASC 842”), requires a lessee to recognize a right-of-use (“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 condensed consolidated statements of operations and comprehensive loss 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 condensed 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 a deferred research obligation on the condensed 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 condensed consolidated statements of operations and comprehensive loss 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 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 the Company’s common stock is based on the closing stock price on the date of grant as reported on the Nasdaq Global 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 and pre-funded warrants outstanding for the period. Pre-funded warrants are considered outstanding for the purposes of computing basic and diluted net loss per share because shares may be issued for little or no additional consideration and are fully vested and exercisable after the original issuance date of the pre-funded warrants. 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 three and six months ended June 30, 2024 and 2023, 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 foreign exchange transactions and other events and circumstances from non-owner sources. 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 ASU 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. The Company is currently assessing the impact that this new accounting standard will have on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The standard requires entities to disclose federal, state, and foreign income taxes in their rate reconciliation tables and elaborate on reconciling items that exceed a quantitative threshold. Additionally, it requires an annual disclosure of income taxes paid, net of refunds, categorized by jurisdiction based on a quantitative threshold. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is permitted. This ASU will result in the required additional disclosures being included in the Company’s consolidated financial statements, once adopted. |
Merger and Related Transactions
Merger and Related Transactions | 6 Months Ended |
Jun. 30, 2024 | |
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 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. 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 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 Former Elicio 2022 Equity Incentive Plan and the Former Elicio 2012 Equity Incentive Plan (the “Former 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 the 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 in exchange for cash of $5.0 million and an additional closing for a principal amount of $6.25 million in exchange for cash of $5.0 million upon delivery by Former Elicio to Angion of Former Elicio’s audited financial statements for the year ended December 31, 2022 (the “Bridge Loan”). 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, net 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 Bridge Loan were automatically forgiven and the amount advanced by Angion, along with any accrued and unpaid interested, was credited towards the net cash balance used to calculate the assets and liabilities listed above. Upon settlement of the Bridge Loan, the Company recognized a gain of $0.6 million related to the fair value of the embedded derivatives associated with the Bridge Loan. The Company recognized the net assets acquired, excluding the promissory notes and transaction costs of $2.9 million, as a reduction to additional paid-in capital in the condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the three and six months ended June 30, 2023. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, 2024 Level 1 Level 2 Level 3 Total Money market funds (1) $ 1,162 $ — $ — $ 1,162 Total assets $ 1,162 $ — $ — $ 1,162 Warrant liability $ — $ 4,245 $ 7 $ 4,252 Total liabilities $ — $ 4,245 $ 7 $ 4,252 December 31, 2023 Level 1 Level 2 Level 3 Total Money market funds (1) $ 5,973 $ — $ — $ 5,973 Total assets $ 5,973 $ — $ — $ 5,973 Warrant liability $ — $ — $ 11 $ 11 Total liabilities $ — $ — $ 11 $ 11 _________________ (1) Included in cash, cash equivalents, and restricted cash on the condensed consolidated balance sheets. This balance includes cash requirements settled on a nightly basis. Cash equivalents at June 30, 2024 and December 31, 2023 were held in U.S. Treasury securities. There were no transfers made among the three levels in the fair value hierarchy during the periods presented. As part of the Merger transaction, Former Elicio assumed Angion’s warrant liabilities. The fair value of the assumed Angion warrants was classified as Level 3 with key Level 3 inputs of exercise price, term, and volatility. 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): June 30, June 30, Balance, beginning of the period $ 11 $ — Existing Angion warrant liability — 9 Change in fair value (4) 23 Balance, end of the period $ 7 $ 32 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 Angion warrants issued by the Company has been estimated using Black-Scholes option pricing model. 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, as applicable. 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. In March 2024, the Company entered into a subscription agreement (the “March 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 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 Company identified these warrants as liabilities and measured them at fair value on March 19, 2024, and subsequently remeasures the fair value of these warrant liabilities on a quarterly basis. The Company is able to calculate the fair value measurement based on directly observable inputs for the asset from active markets, therefore these warrants are classified as Level 2. The Company records the change in the fair value of common stock warrants in change in fair value of warrant liability in the condensed consolidated statements of operations and comprehensive loss. The fair value of the common stock warrant liability, excluding the Pre-Funded Warrants, was estimated using the following assumptions: June 30, December 31, Weighted average strike price $76.00 $76.00 Contractual term (years) 4.2 4.7 Volatility (annual) 121.9% 94.0% Risk-free rate 4.3% 3.9% Dividend yield (per share) 0.0% 0.0% |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Prepaid and Other Current Assets Prepaid and other current assets consisted of the following (in thousands): June 30, December 31, Prepaid research and development contract services $ 1,699 $ 1,883 Advanced professional fees 180 300 Prepaid insurance 647 376 Miscellaneous receivables 87 — Other prepaid expenses and other current assets 255 173 Total prepaid and other current assets $ 2,868 $ 2,732 Property and Equipment, Net Property and equipment, net was comprised of the following (in thousands): June 30, December 31, Equipment $ 1,616 $ 1,574 Furniture and fixtures 242 242 Leasehold improvements 132 132 Total property and equipment 1,990 1,948 Less: accumulated depreciation (1,393) (1,231) Property and equipment, net $ 597 $ 717 Depreciation expense was immaterial for the three and six months ended June 30, 2024 and 2023. Other long-term prepaid assets Other long-term prepaid assets consisted of the advance payments for clinical trial services, totaling $1.6 million and $2.8 million as of June 30, 2024 and December 31, 2023, respectively. Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, December 31, Accrued professional fees $ 812 $ 945 Accrued compensation and benefits 1,110 1,849 Accrued research and development 2,379 912 Advanced payment of July Pre-Funded Warrants 1,000 — Other accrued expenses 20 51 Total accrued expenses $ 5,321 $ 3,757 |
Research Grant
Research Grant | 6 Months Ended |
Jun. 30, 2024 | |
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 grant agreement. The final $0.5 million payment was applied as a credit to the second grant agreement described below. For the three and six months ended June 30, 2023, the Company incurred $0.5 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 the $0.5 million credit, described above. The grant funds available as of June 30, 2024 were $0.4 million, which are reflected in restricted cash in the accompanying consolidated balance sheets. The deferred research obligation as of June 30, 2024 was $0.4 million which was reflected in the deferred research obligation in the accompanying consolidated balance sheets. For the three and six months ended June 30, 2024, the Company incurred $0.8 million and $2.2 million, respectively, in research and development expenses related to this project, of which $0.1 million and $0.3 million was reimbursed, respectively. |
Convertible Preferred Stock, Co
Convertible Preferred Stock, Common Stock and Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
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”). 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 convertible 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 the Exchange Ratio. No shares of convertible preferred stock were issued during the six months ended June 30, 2024 or 2023. As a result of the Merger, the aggregate amount of 276,128,177 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 Programs In May 2022, the Company filed a registration statement on Form S-3 (the “Prior Shelf Registration St atement”) with the SEC that registered 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 Prior Shelf Registration Statement and related prospectus filed with the Prior Shelf Registration Statement (the “2022 ATM Program"). During the six months ended June 30, 2024, the Company issued and sold a total of 650,179 shares of common stock under the 2022 ATM Program for aggregate net sale proceeds of approximately $5.4 million after deducting sales commissions. No sales were made under the 2022 ATM Program during the six months ended June 30, 2023. In May 2024, the 2022 ATM Program was terminated by the Company. In June 2024, the Company filed a registration statement on Form S-3 (the “2024 Registration Statement”) with the SEC that registered the offering, issuance, and sale of an amount of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock and/or debt securities, and/or units consisting of any combination of such securities, not to exceed an aggregate initial offering price of $200 million. Simultaneously, the Company entered into the Capital on Demand TM Sales Agreement with JonesTrading Institutional Services, LLC, as agent, to provide for the issuance and sale of up to $40 million of common stock from time to time in “at-the-market” offerings under the 2024 Registration Statement and related prospectus filed with the 2024 Registration Statement (the “2024 ATM Program”). No sales were made under the 2024 ATM Program during the six months ended June 30, 2024. Private Placement |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
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 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 the Exchange Ratio. 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 options 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 In January 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 1st by the lesser of 5% of the Company’s common stock outstanding on the immediately preceding December 31st, or such lesser number of shares as determined by the Company’s board of directors. In March 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 June 30, 2024, 566,772 shares and 174,289 shares remain available for future grants under the 2021 Plan and Former Elicio 2022 Equity Incentive Plan, respectively. 2024 Inducement Incentive Award Plan In February 2024, the Company’s board of directors approved the Company’s 2024 Inducement Incentive Award Plan (the “2024 Inducement Plan”) which permits the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards to employees as an inducement pursuant to Listing Rule 5635(c)(4) of the corporate governance rules of the Nasdaq Stock Market. The 2024 Inducement Plan provides for an overall share limit of 500,000 shares of the Company’s common stock. As of June 30, 2024, 346,136 shares remain available for future grants under the 2024 Inducement Plan. 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, 2023 1,305,924 $ 21.27 7.43 $ 2,511 Options granted 471,934 4.57 Options exercised (3,391) 3.86 Forfeited (unvested) (95,422) 13.77 Outstanding as of June 30, 2024 1,679,045 $ 17.05 6.75 $ 131 Options vested and exercisable 755,185 $ 31.08 5.15 $ 124 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. 471,934 stock options were granted during the six months ended June 30, 2024. The weighted average grant date fair value per share for the stock option grants during the six months ended June 30, 2024 was $4.57. As of June 30, 2024, the total unrecognized compensation expense related to unvested stock option awards granted was $3.1 million, which the Company expects to recognize over a weighted-average period of approximately 2.71 years. Stock-based Compensation Expense The following table summarizes total stock-based compensation expense recorded in the condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Research and development $ 140 $ 229 $ 276 $ 412 General and administrative 210 50 398 91 Total $ 350 $ 279 $ 674 $ 503 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 expense 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, using the daily closing prices during the equivalent period of the calculated expected term of stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company’s stock price becomes available, or until circumstances change, such that the identified entities are no longer comparable 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 Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Risk-free interest rate 4.3% 3.7% 3.8% - 4.3% 3.7% Expected dividend yield 0.0% 0.0% 0.0% 0.0% Expected term in years (employees) 6.08 6.00 5.50 - 6.08 6.00 Expected volatility 79.6% 71.9% - 72.5% 79.5% - 79.7% 71.9% - 72.5% 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 vested, the Company recognized the shares and related expense as issuance of common stock upon settlement of restricted stock in the condensed consolidated financial statements for the periods ended June 30, 2024 and 2023. 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 Angion's registration statement relating to the initial public offering. The offering period and purchase period was determined by Angion’s board of directors. No offering periods or purchasing periods were active as of June 30, 2024. As of June 30, 2024, 68,958 shares under the ESPP remain available for purchases and no offerings have been authorized. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2024 | |
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 subsequent changes in the fair value recognized in the condensed consolidated statements of operations and comprehensive loss at the end of each reporting period. Refer to Note 4 for changes in the fair value recognized during the periods reported. As disclosed in Note 4, in March 2024, the Company entered into the March Subscription Agreement with the Purchaser, an entity controlled by a director of the Company, for purposes of the March Offering. Each Pre-Funded Warrant issued and sold in the March Offering is exercisable at an exercise price equal to $0.01 per share, subject to certain adjustments and limitations as provided under the terms of the Pre-Funded Warrants. Upon issuance, the fair value of the Pre-Funded Warrants was $6.6 million. The Company recorded the $0.6 million difference between the proceeds and grant date fair value as a loss on issuance of warrants in the statements of operations and comprehensive loss. The fair value of the Pre-Funded Warrants was measured using the Black-Scholes Option Pricing model as of the grant date. For the three and six months ended June 30, 2024, the Company recognized a gain of $3.6 million and $2.3 million, respectively in fair value remeasurement of the Pre-Funded Warrants. The following table summarizes information regarding common stock warrants outstanding at June 30, 2024: Warrants Weighted Weighted Average Life (years) Outstanding at December 31, 2023 148,764 $ 54.19 5.5 Issued 1,032,702 0.01 Exercised — — Outstanding at June 30, 2024 1,181,466 $ 6.83 5.0 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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 January 2016, Former Elicio entered into a license agreement to license certain intellectual property from a university, which agreement has been amended from time to time to license additional intellectual property. 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. The license term for the January 2016 license agreement extends until terminated by either party under certain provisions. No commercialization royalties have been achieved to date. Future minimum annual maintenance payments are $0.1 million for the year ended December 31, 2024 and for each year thereafter. Future minimum annual payments are due until the termination of the agreement. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
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, noncurrent on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023. As part of the Merger Agreement, the Company also assumed a lease for clinical and regulatory space in Newton, Massachusetts, comprising approximately 6,157 square feet for approximately $0.2 million per year, under a non-cancelable operating lease that expired on June 30, 2024. Lease expense for all leases for the three and six months ended June 30, 2024 was $0.4 million and $0.8 million, respectively. Lease expense for all leases for the three and six months ended June 30, 2023 was $0.3 million and $0.7 million, respectively. The following table summarizes quantitative information about the Company's operating leases (dollars in thousands): Six Months Ended 2024 2023 Operating cash outflows from operating leases $ 765 $ 743 Weighted-average remaining lease term—operating leases (in years) 5.58 6.44 Weighted-average discount rate—operating leases 8.0 % 7.9 % As of June 30, 2024, maturities of lease liabilities were as follows (in thousands): Year Ended December 31, Amounts 2024 (remaining six months) $ 661 2025 1,350 2026 1,383 2027 1,425 2028 1,467 Thereafter 1,765 Total 8,051 Less present value discount (1,632) Operating lease liabilities 6,419 Less: operating lease liability, current portion (854) Operating lease liability, noncurrent portion $ 5,565 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable In connection with execution of the Merger Agreement, Angion made the 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 in exchange for cash of $5.0 million and an additional closing for a principal amount of $6.25 million in exchange for cash of $5.0 million upon delivery by Former Elicio to Angion of Former Elicio’s audited financial statements for the year ended December 31, 2022. The promissory notes included multiple settlement options depending on the outcome of the Merger. Former Elicio evaluated all the settlement features, included within the promissory note agreement, under FASB ASC Topic 815, Derivatives and Hedging, and determined the settlement features met the definition of a derivative and required bifurcation from the promissory notes. The bifurcated embedded derivative of $0.4 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 promissory notes and was recorded as a discount to the carrying value of the promissory note. During the period ended June 30, 2023, Former Elicio recorded other expense of $0.1 million related to the accretion of the discount of the promissory notes derivative. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company did not record a provision or benefit for income taxes during the three and six months ended June 30, 2024 or 2023. As of June 30, 2024 and December 31, 2023, the Company continues to maintain a full valuation allowance against all of its deferred tax assets in light of its history of cumulative net losses. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
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 and pre-funded warrants 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 for the periods ended June 30, 2024 and 2023 as follows (in thousands, except share and per share data): Three Months Ended Six Months Ended 2024 2023 2024 2023 Numerator Net loss $ (7,229) $ (7,559) $ (19,056) $ (15,586) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 11,284,853 2,893,244 10,779,389 1,615,772 Net loss per share, basic and diluted $ (0.64) $ (2.61) $ (1.77) $ (9.65) 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: Six Months Ended 2024 2023 Shares issuable upon exercise of stock options 755,185 1,285,257 Shares issuable upon the exercise of warrants 148,764 148,764 Unvested common stock 348 — Total 904,297 1,434,021 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Consulting Agreement The Company paid $0 for both the three and six months ended June 30, 2024, and $0.3 million and $0.7 million for the three and six months ended June 30, 2023, respectively, for consulting services provided by an entity affiliated with the Company’s former interim chief financial officer and former board member. Private Placement and Subscription Agreement In March 2024, the Company entered into the March Subscription Agreement with the Purchaser, an entity controlled by a director of the Company, for purposes of the March Offering. Each Pre-Funded Warrant issued and sold in the March Offering is exercisable at an exercise price equal to $0.01 per share, subject to certain adjustments and limitations as provided under the terms of the Pre-Funded Warrants. 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 Warrants, and subject to a post-exercise beneficial ownership limitation of 19.99%, unless stockholder approval is obtained. The gross proceeds to the Company from the March Offering were approximately $6.0 million. Public Offering Following the Public Offering described in Note 16 “Subsequent Events” below, Yekaterina Chudnovsky, a member of the Company’s board of directors, and Jay Venkatesan, a member of the Company’s board of directors, and trusts affiliated with Jay Venkatesan, purchased 1,600,000 July Pre-Funded Warrants and July Common Warrants and 200,000 July Pre-Funded Warrants and July Common Warrants, respectively, with such July Pre-Funded Warrants and July Common Warrants subject to the terms and conditions of the July Pre-Funded Warrants and July Common Warrants, as further detailed in Note 16 below. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events July Public Offering On July 1, 2024, the Company closed its underwritten public offering (the “Public Offering”) consisting of (i) 500,000 shares of the Company’s common stock, par value $0.01 per share (the “July Shares”) and (ii) 1,800,000 pre-funded warrants exercisable for shares of common stock (the “July Pre-Funded Warrants”), together with common warrants (the “July Common Warrants”) to purchase up to 2,300,000 shares of common stock. Each July Share and accompanying July Common Warrant were sold together at a combined offering price of $5.00 per July Share and accompanying July Common Warrant, and each July Pre-Funded Warrant and accompanying July Common Warrant were sold together at a combined offering price of $4.99 per July Pre-Funded Warrant and accompanying July Common Warrant, which represented the combined purchase price per July Pre-Funded Warrant and accompanying July Common Warrant less the $0.01 per share exercise price for each such July Pre-Funded Warrant. The July Common Warrants have an exercise price of $5.00 per share, were immediately exercisable and will expire five years from the issuance date. The net proceeds from the Public Offering were approximately $10.9 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company does not intend to list the July Common Warrants and July Pre-Funded Warrants on The Nasdaq Global Market or any other nationally recognized securities exchange or trading system. Senior Secured Convertible Note Financing In August 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with GKCC, LLC, an entity controlled by a member of the Company’s board of directors (the “Purchaser”), pursuant to which the Company issued a 3% Senior Secured Convertible Promissory Note due February 15, 2026 (the “Convertible Note”) in the principal amount of $20.0 million (the “Note Financing”). Unless earlier converted in accordance with the terms of the Convertible Note, the Convertible Note will mature on February 15, 2026. Interest on the Convertible Note will accrue and will be payable quarterly in cash on the principal amount equal to 3% per annum, with the initial interest payment date to be June 30, 2025. The Convertible Note is secured by a (i) first priority lien on substantially all assets of the Company and its subsidiaries, pursuant to a security agreement and (i) first priority lien on intellectual property of the Company, pursuant to an intellectual property security agreement. The Convertible Note will be convertible into shares of the Company’s common stock, in whole or in part, at the option of the Purchaser at any time, based on an initial conversion price of $5.81 (the “Conversion Price”) per share of common stock, subject to adjustments and satisfaction of certain conversion conditions; provided that the Company will not effect any conversion of the Convertible Note and the Purchaser will not have any right to convert any portion of the Convertible Note until the Company’s stockholders have provided all approvals as may be required by the applicable rules and regulations of The Nasdaq Stock Market, LLC (“Stockholder Approval”). If at any time from and after the date of the Securities Purchase Agreement and for so long as certain conversion conditions are satisfied, the closing price of the common stock on Nasdaq equals or exceeds 135% of the Conversion Price for 20 trading days in a 30 trading day period, then the Company has the right to require the Purchaser to convert all or any portion of the Convertible Note, including any accrued but unpaid interest into shares of common stock, as further described in the Convertible Note; provided that the Company will not effect any such conversion of the Convertible Note until the Company obtains Stockholder Approval. The Convertible Note contains customary terms and covenants and customary events of default. The Company granted the Purchaser certain customary registration rights with respect to the shares of common stock issuable upon conversion of the Convertible Note. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net loss | $ (7,229) | $ (11,827) | $ (7,559) | $ (8,029) | $ (19,056) | $ (15,586) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company's condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting, consistent in all material respects with those applied in the Company’s audited financial statements and accompanying notes for the years ended December 31, 2023 and 2022 included in the Company’s Annual Report on Form 10-K filed March 29, 2024, as amended (the “Form 10-K”). 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”). This report should be read in conjunction with the audited consolidated financial statements in the Form 10-K. |
Consolidation | The condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiary, Elicio Australia Pty Ltd. (“Elicio Pty”), which was established in August 2019, and its wholly owned subsidiary, ESC, which was established in Massachusetts in December 2018. The Company established Elicio 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. |
Financial Statement Reclassification | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these condensed consolidated financial statements to conform to current period classifications. The warrant liability was reclassified from current to noncurrent liabilities. These reclassifications had no effect on the reported results of operations or financial position. |
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 June 30, 2024 and December 31, 2023, 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 condensed 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 assets and liabilities. |
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 Class Estimated Useful Lives 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 Company’s 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 June 1, 2023, with changes in fair value reported in earnings (loss). |
Income Taxes | Income Taxes The Company accounts 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. |
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. The Company expenses all research and development costs in the periods in which they are incurred. Costs for certain research and development activities are recognized based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors and service providers. 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 grants and research and development refundable tax rebates received by Elicio Pty. 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 a deferred research obligation on the condensed consolidated balance sheets. |
Leases | Leases ASC Topic 842, Leases , (“ASC 842”), requires a lessee to recognize a right-of-use (“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 condensed consolidated statements of operations and comprehensive loss 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 condensed 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 condensed consolidated statements of operations and comprehensive loss 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 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 the Company’s common stock is based on the closing stock price on the date of grant as reported on the Nasdaq Global 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 and pre-funded warrants outstanding for the period. Pre-funded warrants are considered outstanding for the purposes of computing basic and diluted net loss per share because shares may be issued for little or no additional consideration and are fully vested and exercisable after the original issuance date of the pre-funded warrants. 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 three and six months ended June 30, 2024 and 2023, basic and diluted net loss per common share are the same. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from foreign exchange transactions and other events and circumstances from non-owner sources. |
Recently Issued Accounting Standards Not Yet Adopted | 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 ASU 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. The Company is currently assessing the impact that this new accounting standard will have on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The standard requires entities to disclose federal, state, and foreign income taxes in their rate reconciliation tables and elaborate on reconciling items that exceed a quantitative threshold. Additionally, it requires an annual disclosure of income taxes paid, net of refunds, categorized by jurisdiction based on a quantitative threshold. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is permitted. This ASU will result in the required additional disclosures being included in the Company’s consolidated financial statements, once adopted. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Asset Class Estimated Useful Lives Equipment 5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or lease term Property and equipment, net was comprised of the following (in thousands): June 30, December 31, Equipment $ 1,616 $ 1,574 Furniture and fixtures 242 242 Leasehold improvements 132 132 Total property and equipment 1,990 1,948 Less: accumulated depreciation (1,393) (1,231) Property and equipment, net $ 597 $ 717 |
Schedule of Error Corrections and Prior Period Adjustments | The following table presents the effect of the correction on the Company’s previously reported financial statements. Three Months Ended Six Months Ended 2023 2023 Net loss per common share, basic and diluted Prior to revision (2.44) (9.06) Revision (0.17) (0.59) As revised $ (2.61) $ (9.65) Weighted average common shares outstanding, basic and diluted Prior to revision 3,100,957 1,720,202 Revision (207,713) (104,430) As revised 2,893,244 1,615,772 |
Merger and Related Transactio_2
Merger and Related Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, net 10,027 Accrued liabilities (2,438) Net assets acquired $ 32,130 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, 2024 Level 1 Level 2 Level 3 Total Money market funds (1) $ 1,162 $ — $ — $ 1,162 Total assets $ 1,162 $ — $ — $ 1,162 Warrant liability $ — $ 4,245 $ 7 $ 4,252 Total liabilities $ — $ 4,245 $ 7 $ 4,252 December 31, 2023 Level 1 Level 2 Level 3 Total Money market funds (1) $ 5,973 $ — $ — $ 5,973 Total assets $ 5,973 $ — $ — $ 5,973 Warrant liability $ — $ — $ 11 $ 11 Total liabilities $ — $ — $ 11 $ 11 _________________ (1) Included in cash, cash equivalents, and restricted cash on the condensed 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): June 30, June 30, Balance, beginning of the period $ 11 $ — Existing Angion warrant liability — 9 Change in fair value (4) 23 Balance, end of the period $ 7 $ 32 |
Schedule of Fair Value, Assets 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): June 30, June 30, Balance, beginning of the period $ 11 $ — Existing Angion warrant liability — 9 Change in fair value (4) 23 Balance, end of the period $ 7 $ 32 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The fair value of the common stock warrant liability, excluding the Pre-Funded Warrants, was estimated using the following assumptions: June 30, December 31, Weighted average strike price $76.00 $76.00 Contractual term (years) 4.2 4.7 Volatility (annual) 121.9% 94.0% Risk-free rate 4.3% 3.9% Dividend yield (per share) 0.0% 0.0% |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following (in thousands): June 30, December 31, Prepaid research and development contract services $ 1,699 $ 1,883 Advanced professional fees 180 300 Prepaid insurance 647 376 Miscellaneous receivables 87 — Other prepaid expenses and other current assets 255 173 Total prepaid and other current assets $ 2,868 $ 2,732 |
Schedule of Property and Equipment, Net | Asset Class Estimated Useful Lives Equipment 5 years Furniture and fixtures 3 years Leasehold improvements Shorter of useful life or lease term Property and equipment, net was comprised of the following (in thousands): June 30, December 31, Equipment $ 1,616 $ 1,574 Furniture and fixtures 242 242 Leasehold improvements 132 132 Total property and equipment 1,990 1,948 Less: accumulated depreciation (1,393) (1,231) Property and equipment, net $ 597 $ 717 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, December 31, Accrued professional fees $ 812 $ 945 Accrued compensation and benefits 1,110 1,849 Accrued research and development 2,379 912 Advanced payment of July Pre-Funded Warrants 1,000 — Other accrued expenses 20 51 Total accrued expenses $ 5,321 $ 3,757 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 1,305,924 $ 21.27 7.43 $ 2,511 Options granted 471,934 4.57 Options exercised (3,391) 3.86 Forfeited (unvested) (95,422) 13.77 Outstanding as of June 30, 2024 1,679,045 $ 17.05 6.75 $ 131 Options vested and exercisable 755,185 $ 31.08 5.15 $ 124 |
Schedule of Components of Stock-Based Compensation Expense | The following table summarizes total stock-based compensation expense recorded in the condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Research and development $ 140 $ 229 $ 276 $ 412 General and administrative 210 50 398 91 Total $ 350 $ 279 $ 674 $ 503 |
Schedule of Black-Scholes Option-Pricing Model Following Assumptions | 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 Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Risk-free interest rate 4.3% 3.7% 3.8% - 4.3% 3.7% Expected dividend yield 0.0% 0.0% 0.0% 0.0% Expected term in years (employees) 6.08 6.00 5.50 - 6.08 6.00 Expected volatility 79.6% 71.9% - 72.5% 79.5% - 79.7% 71.9% - 72.5% |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Warrants And Rights Outstanding [Abstract] | |
Schedule of Outstanding Warrants | The following table summarizes information regarding common stock warrants outstanding at June 30, 2024: Warrants Weighted Weighted Average Life (years) Outstanding at December 31, 2023 148,764 $ 54.19 5.5 Issued 1,032,702 0.01 Exercised — — Outstanding at June 30, 2024 1,181,466 $ 6.83 5.0 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Quantitative Information Regarding Operating Leases | The following table summarizes quantitative information about the Company's operating leases (dollars in thousands): Six Months Ended 2024 2023 Operating cash outflows from operating leases $ 765 $ 743 Weighted-average remaining lease term—operating leases (in years) 5.58 6.44 Weighted-average discount rate—operating leases 8.0 % 7.9 % |
Schedule of Maturities of Lease Liabilities | As of June 30, 2024, maturities of lease liabilities were as follows (in thousands): Year Ended December 31, Amounts 2024 (remaining six months) $ 661 2025 1,350 2026 1,383 2027 1,425 2028 1,467 Thereafter 1,765 Total 8,051 Less present value discount (1,632) Operating lease liabilities 6,419 Less: operating lease liability, current portion (854) Operating lease liability, noncurrent portion $ 5,565 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 for the periods ended June 30, 2024 and 2023 as follows (in thousands, except share and per share data): Three Months Ended Six Months Ended 2024 2023 2024 2023 Numerator Net loss $ (7,229) $ (7,559) $ (19,056) $ (15,586) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 11,284,853 2,893,244 10,779,389 1,615,772 Net loss per share, basic and diluted $ (0.64) $ (2.61) $ (1.77) $ (9.65) |
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: Six Months Ended 2024 2023 Shares issuable upon exercise of stock options 755,185 1,285,257 Shares issuable upon the exercise of warrants 148,764 148,764 Unvested common stock 348 — Total 904,297 1,434,021 |
Description of the Business a_2
Description of the Business and Financial Condition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 01, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |||||
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 | 11,284,853 | [1] | 2,893,244 | [1] | 10,779,389 | [1] | 1,615,772 | [1] | |
Accumulated deficit | $ 161,259 | $ 161,259 | $ 142,203 | |||||||
Cash and cash equivalents | $ 3,425 | $ 21,682 | $ 3,425 | $ 21,682 | $ 12,894 | |||||
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% | |||||||||
[1]As described in Note 2 to these Condensed Consolidated Financial Statements, the Company has revised the net loss per common share and weighted average common shares outstanding for 2023. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 01, 2023 $ / shares | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) operating_segment $ / shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 $ / shares | |
Class of Stock [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Recapitalization exchange ratio | 0.0181 | |||||
Number of operating segments | operating_segment | 1 | |||||
Impairment of long lived assets | $ | $ 0 | $ 0 | $ 0 | $ 0 | ||
Interest and penalties related to uncertain tax provisions | $ | $ 0 | $ 0 | ||||
Angion Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Stock split, conversion ratio | 0.1 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Error Corrections and Prior Period Adjustments (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 01, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||||||
ScheduleOfErrorCorrectionsAndPriorPeriodAdjustmentRestatementTable [Line Items] | ||||||||||
Net loss per common share, basic (in dollars per share) | [1] | $ (0.64) | $ (2.61) | $ (1.77) | $ (9.65) | |||||
Net loss per common share, diluted (in dollars per share) | [1] | $ (0.64) | $ (2.61) | $ (1.77) | $ (9.65) | |||||
Weighted average common shares outstanding, basic (in shares) | [1] | 11,284,853 | 2,893,244 | 10,779,389 | 1,615,772 | |||||
Weighted average common shares and pre-funded warrants outstanding, diluted (in shares) | 9,700,000 | 11,284,853 | [1] | 2,893,244 | [1] | 10,779,389 | [1] | 1,615,772 | [1] | |
Prior to revision | ||||||||||
ScheduleOfErrorCorrectionsAndPriorPeriodAdjustmentRestatementTable [Line Items] | ||||||||||
Net loss per common share, basic (in dollars per share) | $ (2.44) | $ (9.06) | ||||||||
Net loss per common share, diluted (in dollars per share) | $ (2.44) | $ (9.06) | ||||||||
Weighted average common shares outstanding, basic (in shares) | 3,100,957 | 1,720,202 | ||||||||
Weighted average common shares and pre-funded warrants outstanding, diluted (in shares) | 3,100,957 | 1,720,202 | ||||||||
Revision | ||||||||||
ScheduleOfErrorCorrectionsAndPriorPeriodAdjustmentRestatementTable [Line Items] | ||||||||||
Net loss per common share, basic (in dollars per share) | $ (0.17) | $ (0.59) | ||||||||
Net loss per common share, diluted (in dollars per share) | $ (0.17) | $ (0.59) | ||||||||
Weighted average common shares outstanding, basic (in shares) | (207,713) | (104,430) | ||||||||
Weighted average common shares and pre-funded warrants outstanding, diluted (in shares) | (207,713) | (104,430) | ||||||||
[1]As described in Note 2 to these Condensed Consolidated Financial Statements, the Company has revised the net loss per common share and weighted average common shares outstanding for 2023. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | Jun. 30, 2024 |
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) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 01, 2023 USD ($) board_member shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 shares | |
Reverse Recapitalization [Line Items] | ||||||
Number of members of the board of directors | board_member | 9 | |||||
Recapitalization exchange ratio | 0.0181 | |||||
Shares sold in offering (in shares) | shares | 5,375,751 | |||||
Common stock, shares issued (in shares) | shares | 8,387,025 | 10,273,328 | 10,273,328 | 9,618,178 | ||
Common stock, shares outstanding (in shares) | shares | 8,387,025 | 10,258,873 | 10,258,873 | 9,603,723 | ||
Gain on extinguishment of promissory notes payable | $ 0 | $ 604 | $ 0 | $ 604 | ||
Transaction costs | $ 2,900 | $ 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 | |||||
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, net | 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 | Jun. 30, 2024 | Dec. 31, 2023 |
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | $ 1,162 | $ 5,973 |
Total assets | 1,162 | 5,973 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability | 4,252 | 11 |
Total liabilities | 4,252 | 11 |
Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 1,162 | 5,973 |
Total assets | 1,162 | 5,973 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability | 0 | 0 |
Total liabilities | 0 | 0 |
Level 2 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability | 4,245 | 0 |
Total liabilities | 4,245 | 0 |
Level 3 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability | 7 | 11 |
Total liabilities | $ 7 | $ 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 | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of the period | $ 11 | $ 0 |
Existing Angion warrant liability | 0 | 9 |
Change in fair value | (4) | 23 |
Balance, end of the period | $ 7 | $ 32 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Pre-Funded Warrant - March Subscription Agreement | Mar. 31, 2024 $ / shares shares |
Class of Warrant or Right [Line Items] | |
Equity-classified broker warrants, number of shares of common stock to purchase (in shares) | shares | 1,032,702 |
Share price (in dollars per share) | $ / shares | $ 5.81 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) - Level 3 | Jun. 30, 2024 $ / shares | Dec. 31, 2023 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, contractual term | 4 years 2 months 12 days | 4 years 8 months 12 days |
Weighted average 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 | 1.219 | 0.940 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0.043 | 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 | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid research and development contract services | $ 1,699 | $ 1,883 |
Advanced professional fees | 180 | 300 |
Prepaid insurance | 647 | 376 |
Miscellaneous receivables | 87 | 0 |
Other prepaid expenses and other current assets | 255 | 173 |
Prepaid expenses and other current assets | $ 2,868 | $ 2,732 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,990 | $ 1,948 |
Less: accumulated depreciation | (1,393) | (1,231) |
Property and equipment, net | 597 | 717 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,616 | 1,574 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 242 | 242 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 132 | $ 132 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Other long-term prepaid assets | $ 1,632 | $ 2,833 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued professional fees | $ 812 | $ 945 |
Accrued compensation and benefits | 1,110 | 1,849 |
Accrued research and development | 2,379 | 912 |
Advanced payment of July Pre-Funded Warrants | 1,000 | 0 |
Other accrued expenses | 20 | 51 |
Total accrued expenses | $ 5,321 | $ 3,757 |
Research Grant (Details)
Research Grant (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Research and development | $ 8,180 | $ 4,944 | $ 15,739 | $ 10,428 | |||
Restricted cash, current | 396 | 396 | $ 722 | ||||
Deferred research obligation | 350 | 350 | $ 694 | ||||
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 | 500 | $ 2,300 | ||||
Research and development | $ 500 | $ 500 | |||||
Research Grant Agreement with GIRF July 2023 | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Grant award | $ 3,100 | ||||||
Research and development | 800 | 2,200 | |||||
Credit | $ 500 | ||||||
Reimbursement from grant funds | $ 100 | $ 300 |
Convertible Preferred Stock, _2
Convertible Preferred Stock, Common Stock and Stockholders' Equity (Details) $ / shares in Units, $ in Millions | 6 Months Ended | |||||||||
Jun. 01, 2023 shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 shares | Mar. 31, 2024 $ / shares shares | Mar. 19, 2024 $ / shares | Dec. 31, 2023 $ / shares shares | Mar. 31, 2023 shares | Dec. 31, 2022 shares | [1] | May 31, 2022 USD ($) | |
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 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 | ||||||||
Shares sold in offering (in shares) | 5,375,751 | |||||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | 4,997,920 | 4,997,920 | ||||
Exercise price of equity-classified broker warrants (in dollars per share) | $ / shares | $ 6.83 | $ 54.19 | ||||||||
Registration Statement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of stock, aggregate initial offering price | $ | $ 100 | |||||||||
At-The-Market Equity Offering Sales Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of stock, aggregate initial offering price | $ | $ 40 | $ 21 | ||||||||
2024 Registration Statement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of stock, aggregate initial offering price | $ | $ 200 | |||||||||
March Subscription Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of stock, beneficial ownership limitation, percentage | 0.1999 | |||||||||
March Subscription Agreement | Pre-Funded Warrant | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price of equity-classified broker warrants (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Sale of stock, beneficial ownership limitation, percentage | 0.1999 | |||||||||
Common Stock | At-The-Market Equity Offering Sales Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold in offering (in shares) | 650,179 | 0 | ||||||||
Cash acquired in connection with the reverse merger | $ | $ 5.4 | |||||||||
Common Stock | At-The-Market Equity Offering Sales Agreement 2024 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold in offering (in shares) | 0 | |||||||||
Former Elicio | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Convertible preferred stock, shares outstanding (in shares) | 4,997,920 | |||||||||
Convertible preferred stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Convertible preferred stock, shares issued (in shares) | 0 | 0 | ||||||||
Convertible preferred stock | Former Elicio | ||||||||||
Class of Stock [Line Items] | ||||||||||
Convertible preferred stock, shares outstanding (in shares) | 276,128,177 | |||||||||
Former Elicio Equity Holders | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold in offering (in shares) | 5,375,751 | |||||||||
[1]Retroactively restated for the reverse recapitalization as described in Note 3. |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | ||
Jan. 31, 2021 | Jun. 30, 2024 | Feb. 29, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 471,934 | |||
Options granted (in dollars per share) | $ 4.57 | |||
Unrecognized compensation related to unvested stock option awards | $ 3.1 | |||
Unrecognized compensation related to unvested stock option awards, period for recognition (in years) | 2 years 8 months 15 days | |||
Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for grant (in shares) | 68,958 | |||
Shares authorized for issuance (in shares) | 0 | |||
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 grant (in shares) | 566,772 | |||
2022 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for grant (in shares) | 174,289 | |||
2024 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for grant (in shares) | 346,136 | |||
Share limit (in shares) | 500,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Stock Options | ||
Outstanding at beginning of period (in shares) | shares | 1,305,924 | |
Options granted (in shares) | shares | 471,934 | |
Options exercised (in shares) | shares | (3,391) | |
Forfeited (unvested) (in shares) | shares | (95,422) | |
Outstanding at end of period (in shares) | shares | 1,679,045 | 1,305,924 |
Options vested and exercisable (in shares) | shares | 755,185 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 21.27 | |
Options granted (in dollars per share) | $ / shares | 4.57 | |
Options exercised (in dollars per share) | $ / shares | 3.86 | |
Forfeited (unvested) (in dollars per share) | $ / shares | 13.77 | |
Outstanding at end of period (in dollars per share) | $ / shares | 17.05 | $ 21.27 |
Options vested and exercisable (in dollars per share) | $ / shares | $ 31.08 | |
Stock Option Activity, Additional Disclosures | ||
Options outstanding, weighted average remaining contractual life (in years) | 6 years 9 months | 7 years 5 months 4 days |
Options vested and exercisable, weighted average remaining contractual life (in years) | 5 years 1 month 24 days | |
Options outstanding, total intrinsic value | $ | $ 131 | $ 2,511 |
Options vested and exercisable, total intrinsic value | $ | $ 124 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Components of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 350 | $ 279 | $ 674 | $ 503 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 140 | 229 | 276 | 412 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 210 | $ 50 | $ 398 | $ 91 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards (Details) - Stock Option | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 4.30% | 3.70% | 3.70% | |
Risk free interest rate, minimum | 3.80% | |||
Risk free interest rate, maximum | 4.30% | |||
Expected dividend yield | 0% | 0% | 0% | 0% |
Expected term in years (employees) | 6 years 29 days | 6 years | 6 years | |
Expected volatility | 79.60% | |||
Expected volatility, minimum | 71.90% | 79.50% | 71.90% | |
Expected volatility, maximum | 72.50% | 79.70% | 72.50% | |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term in years (employees) | 5 years 6 months | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term in years (employees) | 6 years 29 days |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | Mar. 19, 2024 | Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | |||||||
Exercise price of equity-classified broker warrants (in dollars per share) | $ 6.83 | $ 6.83 | $ 54.19 | ||||
Fair value at issuance of march pre-funded warrants | $ 6,579 | $ 0 | |||||
Loss on issuance of warrants | $ 0 | $ 0 | 578 | 0 | |||
Gain (loss) on fair value of warrants | $ 3,616 | $ (23) | $ 2,338 | $ (23) | |||
Pre-Funded Warrant | March Subscription Agreement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of equity-classified broker warrants (in dollars per share) | $ 0.01 | $ 0.01 |
Warrants - Schedule of Outstand
Warrants - Schedule of Outstanding Warrants (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Warrants | |
Outstanding beginning balance (in shares) | shares | 148,764 |
Issued (in shares) | shares | 1,032,702 |
Exercised (in shares) | shares | 0 |
Outstanding ending balance (in shares) | shares | 1,181,466 |
Weighted Average Exercise Price | |
Outstanding beginning balance (in dollars per share) | $ / shares | $ 54.19 |
Issued (in dollars per share) | $ / shares | 0.01 |
Exercised (in dollars per share) | $ / shares | 0 |
Outstanding ending balance (in dollars per share) | $ / shares | $ 6.83 |
Weighted Average Life (years) | |
Outstanding beginning balance (in years) | 5 years 6 months |
Outstanding ending balance (in years) | 5 years |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum payments, due remainder of fiscal year | $ 0.1 |
Future minimum payments, due each year thereafter | $ 0.1 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 01, 2023 USD ($) ft² | Jul. 31, 2021 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||||
Operating lease, expense | $ 400 | $ 300 | $ 800 | $ 700 | |||
Operating lease, right-of-use assets | 6,142 | 6,142 | $ 6,563 | ||||
Operating lease liability, current | 854 | 854 | 910 | ||||
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 | ||||||
Restricted cash | $ 700 | $ 700 | $ 700 | ||||
Newton, Massachusettes | |||||||
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 | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Operating cash outflows from operating leases | $ 765 | $ 743 |
Weighted-average remaining lease term—operating leases (in years) | 5 years 6 months 29 days | 6 years 5 months 8 days |
Weighted-average discount rate—operating leases | 8% | 7.90% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 (remaining six months) | $ 661 | |
2025 | 1,350 | |
2026 | 1,383 | |
2027 | 1,425 | |
2028 | 1,467 | |
Thereafter | 1,765 | |
Total | 8,051 | |
Less present value discount | (1,632) | |
Operating lease liabilities | 6,419 | |
Less: operating lease liability, current portion | (854) | $ (910) |
Operating lease liability, noncurrent | $ 5,565 | $ 6,007 |
Notes Payable (Details)
Notes Payable (Details) - Notes Payable - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2024 | Jun. 01, 2023 | |
Debt Instrument [Line Items] | |||
Embedded derivative, fair value of embedded derivative liability | $ 400 | ||
Other expense related to accretion of discount | $ 100 | ||
Bridge Loan Between Angion and Former Elicio | |||
Debt Instrument [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 | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 6,250 | ||
Bridge Loan Between Angion and Former Elicio, Initial Closing | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | 5,000 | ||
Bridge Loan Between Angion and Former Elicio, Discount Amount, Additional Closing | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | 6,250 | ||
Bridge Loan Between Angion and Former Elicio, Additional Closing | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 5,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ 0 | $ 0 | $ 0 | $ 0 |
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 | 3 Months Ended | 6 Months Ended | ||||||||||
Jun. 01, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||||||
Numerator | ||||||||||||
Net loss | $ (7,229) | $ (11,827) | $ (7,559) | $ (8,029) | $ (19,056) | $ (15,586) | ||||||
Denominator: | ||||||||||||
Weighted average common shares outstanding, basic (in shares) | [1] | 11,284,853 | 2,893,244 | 10,779,389 | 1,615,772 | |||||||
Weighted average common shares outstanding, diluted (in shares) | 9,700,000 | 11,284,853 | [1] | 2,893,244 | [1] | 10,779,389 | [1] | 1,615,772 | [1] | |||
Net loss per share, basic (in dollars per share) | [1] | $ (0.64) | $ (2.61) | $ (1.77) | $ (9.65) | |||||||
Net loss per share, diluted (in dollars per share) | [1] | $ (0.64) | $ (2.61) | $ (1.77) | $ (9.65) | |||||||
[1]As described in Note 2 to these Condensed Consolidated Financial Statements, the Company has revised the net loss per common share and weighted average common shares outstanding for 2023. |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Net Loss per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 904,297 | 1,434,021 |
Shares issuable upon exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 755,185 | 1,285,257 |
Shares issuable upon the exercise of warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 148,764 | 148,764 |
Unvested common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 348 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jul. 02, 2024 shares | Mar. 19, 2024 USD ($) $ / shares | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Mar. 31, 2024 $ / shares | Dec. 31, 2023 $ / shares | |
Related Party Transaction [Line Items] | ||||||||
Exercise price of equity-classified broker warrants (in dollars per share) | $ / shares | $ 6.83 | $ 6.83 | $ 54.19 | |||||
Proceeds from issuance of common stock warrants | $ | $ 5,962 | $ 0 | ||||||
Issued (in shares) | shares | 1,032,702 | |||||||
March Subscription Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of stock, beneficial ownership limitation, percentage | 0.1999 | |||||||
Proceeds from issuance of common stock warrants | $ | $ 6,000 | |||||||
March Subscription Agreement | Pre-Funded Warrant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Exercise price of equity-classified broker warrants (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Sale of stock, beneficial ownership limitation, percentage | 0.1999 | |||||||
Consulting Service Payments | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, amounts of transaction | $ | $ 0 | $ 300 | $ 0 | $ 700 | ||||
Purchase of Warrants | July Public Offering | July Pre-Funded Warrants and July Common Warrants | Yekaterina Chudnovsky | Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issued (in shares) | shares | 1,600,000 | |||||||
Purchase of Warrants | July Public Offering | July Pre-Funded Warrants and July Common Warrants | Jay Venkatesan and Trusts Affiliated With Jay Venkatesan | Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issued (in shares) | shares | 200,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | Aug. 13, 2024 USD ($) day $ / shares | Jul. 01, 2024 USD ($) $ / shares shares | Jun. 30, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares |
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Pre-funded warrants outstanding (in shares) | shares | 1,181,466 | 148,764 | ||
Exercise price (in dollars per share) | $ 6.83 | $ 54.19 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Proceeds from convertible debt | $ | $ 19.7 | |||
Subsequent Event | Senior Secured Convertible Promissory Note | Convertible Notes Payable | ||||
Subsequent Event [Line Items] | ||||
Stated interest rate | 3% | |||
Debt instrument, face amount | $ | $ 20 | |||
Conversion price (in dollars per share) | $ 5.81 | |||
Threshold percentage of stock price trigger | 135% | |||
Threshold trading days | day | 20 | |||
Threshold consecutive trading days | day | 30 | |||
Subsequent Event | July Public Offering | ||||
Subsequent Event [Line Items] | ||||
Issuance of common stock, net of issuance costs (in shares) | shares | 500,000 | |||
Common stock, par value (in dollars per share) | $ 0.01 | |||
Sale of stock, consideration received on transaction | $ | $ 10.9 | |||
Subsequent Event | July Public Offering | July Share And July Common Warrant | ||||
Subsequent Event [Line Items] | ||||
Price per share of shares issued (in dollars per share) | $ 5 | |||
Subsequent Event | July Public Offering | July Pre-Funded Warrants and July Common Warrants | ||||
Subsequent Event [Line Items] | ||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 2,300,000 | |||
Price per share of shares issued (in dollars per share) | $ 4.99 | |||
Subsequent Event | July Public Offering | July Pre-Funded Warrants | ||||
Subsequent Event [Line Items] | ||||
Pre-funded warrants outstanding (in shares) | shares | 1,800,000 | |||
Exercise price (in dollars per share) | $ 0.01 | |||
Subsequent Event | July Public Offering | July Common Warrants | ||||
Subsequent Event [Line Items] | ||||
Exercise price (in dollars per share) | $ 5 | |||
Warrants, contractual term | 5 years |