United States securities and exchange commission logo
April 7, 2023
Jennifer J. Rhodes, Esq.
General Counsel
Angion Biomedica Corp.
7-57 Wells Avenue
Newton, Massachusetts 02459
Re: Angion Biomedica
Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed March 29,
2023
File No. 333-269741
Dear Jennifer J. Rhodes:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
10, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Nasdaq Stock Market Listing, page 18
1. We note your revised
disclosure in response to comment 3 that Nasdaq listing is a closing
condition that could be
waived by the parties without recirculation or resolicitation.
Please provide us with
your analysis as to why recirculation or resolicitation would not be
required if this
condition was to be waived. Please include in your analysis why the
stockholders of Angion
and Elicio would not view the listing on Nasdaq as a material part
of their voting or
investment decision.
Opinion of Angion's Financial Advisor, page 114
2. We note your response
to comment 7 and re-issue in part. For the disclosure under
Jennifer J. Rhodes, Esq.
Angion Biomedica Corp.
April 7, 2023
Page 2
"Selected Public Companies Analysis" and "Selected Precedent Initial
Public Offering
Analysis," please revise to describe in more detail the underlying
methodology and
selection criteria used for selecting the companies listed for
comparison purposes,
including the general characteristics of the selected companies and
how those companies
compared to Elicio. To the extent that the analyses did not consider
the number of
product candidates in the pipeline and total addressable market,
please address that in the
disclosure.
Description of Elicio's Business, page 187
3. We note your response to comment 14 and re-issue in part. Please
disclose if there are
any rules or procedures governing the scientific advisory board, and
how members of this
board are compensated in general terms.
Elicio's Pipeline, page 189
4. We note your responses to comments 15 and 16. Given the uncertainty of
the trial design
for the two product candidates with undetermined indications, please
provide us with a
response that explains why these programs are sufficiently material to
Elicio s business to
warrant inclusion in the pipeline table at this time or revise your
table as appropriate.
The results of Elicio's preclinical studies have provided evidence of ELI-002
activity against
KRAS mutations, page 195
5. We note your response to comment 20 and re-issue. While we note your
disclosure that 5
mice were dosed, please specify whether the observed elimination rate
was statistically
significant. As requested by our prior comment, please also provide
disclosure, if
accurate, that Elicio has not generated preclinical data indicating
cytotoxic activity against
solid tumors in such models, clarify the extent to which the results
described in this
section may not be applicable to solid tumors in humans and indicate
whether
immunosuppressive effects were studied or observed in the pre-clinical
models.
ELI-004: Elicio's Universal Adjuvant, page 204
6. We note your response to comment 22 and re-issue. With a view towards
disclosure,
please tell us whether serious adverse events were observed in
relation to ELI-004. If so,
please also specify the number and the types of such serious adverse
events.
Future Cash Needs and Funding Requirements, page 242
7. We note your response to comment 24 and re-issue. We note your
disclosure on page
243 regarding ongoing clinical trials, including the Phase 2 clinical
trial of ANG-3070 in
FirstName LastNameJennifer J. Rhodes, Esq.
patients with PPKD. However, we note your disclosure on page 180 that
Angion
Comapany NameAngion
suspended BiomedicaofCorp.
the advancement ANG-3070 in clinical studies. Please
revise to reconcile
your disclosure.
April 7, 2023 Page 2
FirstName LastName
Jennifer J. Rhodes, Esq.
FirstName LastNameJennifer J. Rhodes, Esq.
Angion Biomedica Corp.
Comapany
April NameAngion Biomedica Corp.
7, 2023
April 37, 2023 Page 3
Page
FirstName LastName
You may contact Christine Torney at 202-551-3652 or Lynn Dicker at
202-551-3616 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Brett D. White, Esq.