Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement and Transaction
On
At the effective time of the Merger (the "Effective Time"): (i) each share of Elicio capital stock outstanding immediately prior to the Effective Time after giving effect to the automatic conversion of all outstanding shares of Elicio's preferred stock, excluding any shares of Elicio capital stock held by Elicio, Angion, Merger Sub or any of their respective subsidiaries and any dissenting shares, will be automatically converted solely into the right to receive a number of shares of Angion common stock (the "Shares") equal to the Exchange Ratio (as defined in the Merger Agreement) and, if applicable, an amount in cash, rounded to the nearest whole cent, in lieu of any fractional share interest in Angion common stock to which such holder otherwise would have been entitled (after aggregating all fractional shares issuable to such holder); (ii) each option to purchase shares of Elicio capital stock (each, an "Elicio Option") that is outstanding and unexercised immediately prior to the Effective Time under Elicio's 2012 Equity Incentive Plan and 2022 Equity Incentive Plan (collectively, the "Elicio Plans"), whether or not vested, will be converted into and become an option to purchase Angion common stock, and Angion will assume the Elicio Plans and each such Elicio Option in accordance with the terms of the Elicio Plans and the terms of the stock option agreement by which such Elicio Option is evidenced; and (iii) each warrant to purchase shares of Elicio capital stock (each, an "Elicio Warrant") that is outstanding and unexercised immediately prior to the Effective Time will be converted into and become a warrant to purchase Angion common stock, and Angion will assume each Elicio Warrant in accordance with its terms.
The stockholders of Angion immediately prior to the Merger are expected to own
approximately 34.5% of the aggregate number of outstanding shares of Angion
common stock immediately after the Effective Time, and the stockholders of
Elicio immediately prior to the Merger are expected to own approximately 65.5%
of the aggregate number of outstanding shares of Angion common stock immediately
after the Effective Time, in each case on a fully-diluted basis, subject to
certain assumptions, including Angion's net cash at the closing of the Merger
(the "Closing") being between
Following the Closing,
The Merger Agreement contains customary representations, warranties and covenants made by each of Elicio and Angion, including customary non-solicitation restrictions for each party.
In connection with the Merger, Angion will prepare and file a registration statement on Form S-4 that will contain a proxy statement and prospectus to register the Shares issued pursuant to the Merger Agreement (the "Form S-4"), and mail the proxy statement and prospectus, to seek the approval of Angion's stockholders to, among other things, (i) approve an amendment to Angion's certificate of incorporation to effect a reverse stock split of all outstanding shares of Angion common stock at a ratio to be mutually agreed between Angion and Elicio that is effected for the purpose of maintaining compliance with Nasdaq listing standards ("Nasdaq Reverse Split") and (ii) approve the issuance of the Shares and other securities of Angion pursuant to the Merger which will represent (or are convertible into) more than 20% of the shares of Angion common stock outstanding immediately prior to the Merger, and the change of control resulting from the Merger, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively (collectively with the other Parent Stockholder Matters (as defined in the Merger Agreement), the "Angion Stockholder Matters").
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The Closing is subject to certain customary closing conditions, including,
without limitation: (i) no order preventing the Merger and the other
transactions and actions contemplated by the Merger Agreement having been issued
and remaining in effect and there being no law which has the effect of making
the consummation of Merger and the other transactions and actions contemplated
by the Merger Agreement illegal; (ii) the required approvals by the parties'
stockholders having been obtained; (iii) the existing shares of Angion common
stock having been continually listed on Nasdaq (as defined in the Merger
Agreement) and the Shares being approved for listing on Nasdaq (subject to
official notice of issuance); (iv) the Form S-4 having become effective in
accordance with the Securities Act of 1933, as amended (the "Securities Act");
(v) Angion's net cash being finally determined in accordance with the terms of
the Merger Agreement and greater than or equal to
The Merger Agreement contains certain customary termination rights, including, without limitation: (i) the right of either Angion or Elicio to terminate the Merger Agreement if Angion's stockholders fail to adopt and approve the Angion Stockholder Matters; (ii) the right of Angion or Elicio to terminate the Merger Agreement if the Angion board of directors changes or withdraws its recommendation in favor of the Merger or recommends to enter into an alternative transaction; (iii) the right of Angion to terminate the Merger Agreement to enter into an alternative transaction with respect to a Superior Offer (as defined in the Merger Agreement); (iv) the right of Angion to terminate the Merger Agreement if certain financial statements have not been provided by . . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Concurrently, the Angion board of directors approved modifications of the Angion
stock options held by
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Item 8.01 Other Events. Press Release
On
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These include statements regarding: the anticipated completion and effects of the proposed Merger; the expected ownership percentages in the combined company; the expected management team and board of directors of the combined company; the estimated payments that may become payable to certain members of Angion's management team pursuant to the Retention Bonus Plan; and other statements regarding management's intentions, plans, beliefs, expectations or forecasts for the future, and, therefore, you are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Angion undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Angion uses words such as "anticipates," "believes," "plans," "expects," "projects," "future," "intends," "may," "will," "should," "could," "estimates," "predicts," "potential," "continue," "guidance," and similar expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA. Such forward-looking statements are based on Angion's expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements due to a number of factors, including, but not limited to, risks relating to: the completion of the Merger, including the need for stockholder approval and the satisfaction (or waiver) of closing conditions; the ability of Angion to remain listed on the Nasdaq Global Market; and the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement.
New factors emerge from time to time and it is not possible for Angion to
predict all such factors, nor can Angion assess the impact of each such factor
on the business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any
forward-looking statements. These risks, as well as other risks associated with
the Merger, will be more fully discussed in the proxy statement/prospectus that
will be included in the Form S-4 that will be filed with the
Additional Information and Where to Find It
In connection with the proposed transaction between Angion and Elicio, Angion
intends to file relevant materials with the
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Participants in the Solicitation
Angion and Elicio, and each of their respective directors and executive officers
and certain of their other members of management and employees, may be deemed to
be participants in the solicitation of proxies in connection with the proposed
transaction. Information about Angion's directors and executive officers is
included in Angion's Annual Report on Form 10-K for the year ended
Non-Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No public offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger and Reorganization, datedJanuary 17, 2023 , by and amongAngion Biomedica Corp. ,Arkham Merger Sub, Inc. andElicio Therapeutics, Inc. * 10.1 Note Purchase Agreement, datedJanuary 17, 2023 , by and betweenElicio Therapeutics, Inc. andAngion Biomedica Corp. , and Form of Promissory Note 10.2 Form ofAngion Biomedica Corp. Stockholder Support Agreement, datedJanuary 17, 2023 . 10.3 Form ofElicio Therapeutics, Inc. Stockholder Support Agreement, datedJanuary 17, 2023 . 10.4 Form of Lock-Up Agreement, datedJanuary 17, 2023 . 99.1 Joint Press Release ofAngion Biomedica Corp. and ElicioTherapeutics, Inc. , datedJanuary 17, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules and exhibits to the Merger Agreement have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit
will be furnished to the
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