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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Angion Biomedica Corporation | NASDAQ:ANGN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.00 | 0.9437 | 1.09 | 0 | 01:00:00 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
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|
|
|
|
(Address of principal executive offices)
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(Zip code)
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Title of each class
|
Trading
symbol
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Name of each exchange
on which registered
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||
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The
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
|
• |
our financial condition, including our ability to obtain the funding necessary to advance the development of ELI-002 and any other future product candidates, our ability to continue as a going concern
and our cash runway;
|
• |
the ability of our clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results;
|
• |
our ability to utilize our platform to develop a pipeline of product candidates to address unmet needs in cancer and infectious disease;
|
• |
the timing, progress and results of clinical trials for ELI-002, and other product candidates we may develop, including statements regarding the timing of initiation and completion of studies or trials
and related preparatory work, the period during which the results of the studies or trials will become available, and the timing, progress and results of our research and development programs;
|
• |
the timing, scope and likelihood of regulatory filings and approvals, including timing of investigational new drug applications) and U.S. Food and Drug Administration approval of ELI-002 and any future
product candidates;
|
• |
the timing, scope or likelihood of foreign regulatory filings and approvals;
|
• |
our ability to develop and advance current product candidates and programs into, and successfully complete, clinical studies;
|
• |
our manufacturing, commercialization, and marketing capabilities and strategy;
|
• |
the need to hire additional personnel and our ability to attract and retain such personnel;
|
• |
the size of the market opportunity for our product candidates, including estimates of the number of patients who suffer from the diseases we are targeting;
|
• |
expectations regarding the approval and use of our product candidates in combination with other drugs;
|
• |
expectations regarding potential for accelerated approval or other expedited regulatory designation;
|
• |
our competitive position and the success of competing therapies that are or may become available;
|
• |
our anticipated research and development activities and projected expenditures;
|
• |
existing regulations and regulatory developments in the United States, Europe and other jurisdictions;
|
• |
the extent to which global economic and political developments, including the ongoing conflict between Ukraine and Russia, the conflicts in the Middle East, geopolitical tensions with China, and other
geopolitical events, will affect our business operations, clinical trials, or financial condition;
|
• |
our expectations regarding other macroeconomic trends;
|
• |
our intellectual property position, including the scope of protection we are able to establish and maintain for intellectual property rights covering ELI-002, other product candidates we may develop,
including the extensions of existing patent terms where available, the validity of intellectual property rights held by third parties, and our ability not to infringe, misappropriate or otherwise violate any third-party intellectual
property rights;
|
• |
our continued reliance on third parties to conduct additional clinical trials of our product candidates, and for the manufacture of our product candidates for clinical trials;
|
• |
our ability to have manufactured sufficient supplies of drug product for clinical testing and commercialization;
|
• |
our ability to obtain, and negotiate favorable terms of, any collaboration, licensing or other arrangements that may be necessary or desirable to develop, manufacture or commercialize our product
candidates;
|
• |
our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
|
• |
our projected financial performance;
|
• |
the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our planned operating expenses and capital expenditure requirements; and
|
• |
the impact of laws and regulations.
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PART III
|
||
Item 10. |
6 |
|
Item 11. | 17 |
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Item 12. | 25 |
|
Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 28 |
Item 14. | Principal Accountant Fees and Services. | 30 |
PART IV | ||
Item 15. | Exhibits and Financial Statement Schedules. | 32 |
Item 16. | Form 10-K Summary. | 34 |
Signatures |
35 |
Name
|
Age
|
Position
|
Executive Officers
|
||
Robert Connelly
|
64
|
Chief Executive Officer, President and Director
|
Christopher Haqq, M.D., Ph.D.
|
58
|
Executive Vice President, Head of Research and Development and Chief Medical Officer
|
Brian Piekos
|
49
|
Chief Financial Officer and Treasurer
|
Pete DeMuth, Ph.D.
|
38
|
Chief Scientific Officer
|
Non-Employee Directors
|
||
Julian Adams, Ph.D.(1)(3)
|
69
|
Chair of the Board of Directors (the “Board of Directors” or the “Board”) and Director
|
Carol Ashe(1)(2)(3)
|
66
|
Director
|
Yekaterina (Katie) Chudnovsky(3)
|
39
|
Director
|
Allen R. Nissenson, M.D.(2)
|
77
|
Director
|
Robert R. Ruffolo, Jr., Ph.D., FCPP(2)
|
73
|
Director
|
Jay R. Venkatesan, M.D.
|
52
|
Director
|
Karen J. Wilson(1)(3)
|
60
|
Director
|
(1) |
Member of our Audit Committee
|
(2) |
Member of our Compensation Committee
|
(3) |
Member of our Nominating and Corporate Governance Committee
|
• |
appointing, engaging, compensating, retaining, and overseeing the work of any independent auditor;
|
• |
assessing the independence of our independent auditor;
|
• |
pre-approving all audit and non-audit services to be performed by our independent auditor;
|
• |
reviewing our financial statements and related disclosures;
|
• |
reviewing the adequacy and effectiveness of our accounting and financial reporting processes, systems of internal control over financial reporting and disclosure controls and procedures and code of
conduct;
|
• |
reviewing and discussing with management our overall risk assessment and risk management framework;
|
• |
establishing procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls, or auditing matters;
|
• |
reviewing and discussing with management and the independent auditor the results of our annual audit, our quarterly financial statements and our publicly filed reports;
|
• |
coordinating the evaluation of our financial management personnel;
|
• |
consulting with management to establish procedures and internal controls relating to cybersecurity;
|
• |
reviewing and approving related person transactions; and
|
• |
preparing the audit committee report that the SEC requires in our annual proxy statement.
|
• |
reviewing, approving and making recommendations regarding our compensation policies, along with conducting periodic reviews of the adequacy of our compensation programs;
|
• |
reviewing, approving and making recommendations regarding corporate goals and objectives relevant to the compensation of our executive officers (other than our Chief Executive Officer), evaluating the performance of these executive
officers in light of those goals and objectives and approving the compensation of these executive officers based on such evaluations;
|
• |
retaining, and if need be, replacing any compensation or benefits consultants or other outside experts or advisors the Committee believes is necessary;
|
• |
overseeing compliance of our equity compensation plans and, subject to stockholder approval, exercising administrative responsibility over such plans, including, reviewing, approving and making recommendations regarding the issuance
of stock options and other awards under our stock plans to our executive officers (other than our Chief Executive Officer);
|
• |
determining our policies with respect to change of control or “parachute” payments;
|
• |
reviewing and making recommendations to our Board of Directors regarding director compensation; and
|
• |
reviewing and recommending to our Board of Directors for approval, the compensation of our Chief Executive Officer, conducting this decision-making process without the Chief Executive Officer present.
|
• |
evaluate the efficacy of our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals;
|
• |
assist in refining our compensation strategy and in developing and implementing an executive compensation program to execute that strategy;
|
• |
assist in defining the appropriate market of our peer companies for executive compensation and practices and in benchmarking our executive compensation program against the peer group each year; and
|
• |
assist the Compensation Committee in benchmarking our director compensation program and practices against those of our peers.
|
• |
evaluating and making recommendations to the Board of Directors regarding candidates for directorships and the size and composition of our Board of Directors;
|
• |
overseeing our corporate governance policies, including developing and recommending to the Board of Directors Elicio’s Corporate Governance Guidelines, and reporting and making recommendations to our Board of Directors concerning
governance matters, including, but not limited to our certificate of incorporation, bylaws, and the charters of our other committees;
|
• |
overseeing the performance evaluation process of the Board of Directors;
|
• |
overseeing Elicio’s environmental, social and governance strategy, initiatives and policies;
|
• |
overseeing the process for executive officer succession planning (other than the Chief Executive Officer); and
|
• |
overseeing and assessing the effectiveness of the relationship between the Board of Directors and Elicio’s management.
|
Board Diversity Matrix (As of April 10, 2024)
|
||||
Total Number of Directors
|
8
|
|||
Female
|
Male
|
|||
Part I: Gender Identity
|
||||
Directors
|
3
|
5
|
||
Part II: Demographic Background
|
||||
White
|
3
|
4
|
||
Two or More Races or Ethnicities
|
— |
1
|
• |
Robert Connelly, President, Chief Executive Officer and Director;
|
• |
Christopher Haqq, M.D., Ph.D., Executive Vice President, Head of Research and Development and Chief Medical Officer;
|
• |
Brian Piekos, Chief Financial Officer and Treasurer;
|
• |
Jay R. Venkatesan, M.D., former Chief Executive Officer, President, and Chairman of the Angion Board; and
|
• |
Jennifer J. Rhodes, former Executive Vice President, Chief Business Officer, General Counsel, Chief Compliance Officer and Corporate Secretary.
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Option
awards
(1) ($)
|
Bonus
Compensation
(2)($)
|
Non-Equity
Incentive Plan Compensation
(3)($)
|
All other Compensation
(4) ($)
|
Total (5)
($)
|
|||||||
Robert Connelly
President, Chief Executive Officer, and Director(6)
|
2023
|
498,750
|
—
|
—
|
179,550
|
—
|
678,300
|
|||||||
2022
|
475,000
|
572,040
|
—
|
209,000
|
—
|
1,256,040
|
||||||||
Christopher Haqq, M.D., Ph.D., Executive Vice President, Head of Research and Development and Chief Medical Officer(7)
|
2023
|
488,276
|
—
|
—
|
185,545
|
—
|
673,821
|
|||||||
2022
|
465,025
|
511,321
|
—
|
186,010
|
—
|
1,162,356
|
||||||||
Brian Piekos
Chief Financial Officer and Treasurer(8)
|
2023
|
273,548
|
501,969
|
—
|
103,238
|
—
|
878,755
|
|||||||
Jay R. Venkatesan, M.D.
former Chief Executive Officer, President, and Chairman of
the Angion Board(9)
|
2023
|
243,944
|
22,427
|
608,000
|
—
|
1,554,904
|
2,429,275
|
|||||||
2022
|
608,000
|
898,973
|
—
|
11,876
|
—
|
1,518,849
|
||||||||
Jennifer J. Rhodes
former Executive Vice President, Chief Business Officer,
General Counsel, Chief Compliance Officer and Corporate Secretary(10)
|
2023
|
222,257
|
—
|
440,840
|
—
|
702,762
|
1,365,859
|
|||||||
2022
|
440,840
|
320,613
|
—
|
12,200
|
—
|
773,653
|
(1) |
Amounts shown represent the aggregate grant date fair value of options granted as calculated in accordance with FASB ASC Topic 718. See Note 2 of the financial statements included in the Original 10-K for
the assumptions used in calculating this amount.
|
(2) |
Bonus compensation includes bonuses paid pursuant to the Retention Bonus Plan.
|
(3) |
Non-equity incentive compensation includes discretionary bonuses based on pre-established performance criteria. For fiscal year 2023, the bonuses were paid in March 2024. Please see the descriptions of
the bonuses paid to our Named Executive Officers under “Narrative Disclosure to Summary Compensation Table” below, including target amounts for the discretionary annual bonuses.
|
(4) |
All other compensation includes severance benefits in the form of cash payments, the Company match under Angion’s 401(k) Program, COBRA payments and Board of Director fees. During the year ended December
31, 2023, Dr. Venkatesan received severance payments of $1,474,850, COBRA payments of $56,721 and Board of Directors fees of $23,333. During the year ended December 31, 2023, Jennifer Rhodes received severance payments of $659,565, RSU
awards valued at $15,485 and COBRA payments of $27,712.
|
(5) |
Except as otherwise noted, Named Executive Officers received no compensation other than salaries, bonuses, and stock option awards.
|
(6) |
Mr. Connelly became Chief Executive Officer, President, and Director of the Company on June 1, 2023, effective as of the effective time of the Merger.
|
(7) |
Dr. Haqq became Executive Vice President, Head of Research and Development and Chief Medical Officer of the Company on June 1, 2023, effective as of the effective time of the
Merger.
|
(8) |
Mr. Piekos became Chief Financial Officer and Treasurer of the Company on June 1, 2023, effective as of the effective time of the Merger. He commenced employment with Former Elicio in May 2023.
|
(9) |
Dr. Venkatesan was Angion’s Chief Executive Officer, President, and Chairman of the Board until June 1, 2023, the effective time of the Merger.
|
(10) |
Ms. Rhodes was Angion’s Executive Vice President, Chief Business Officer, General Counsel, Chief Compliance Officer and Corporate Secretary until June 1, 2023, the effective time of the Merger.
|
Option Awards
|
Stock Awards
|
|||||||||||||
Name
|
Vesting
Commencement
Date
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
that
Have
Not
Vested
(#)
|
Market
Value of
Shares
or
Units of
Shares
that
Have
Not
Vested
($)
|
|||||||
Robert Connelly
|
9/8/2020 (4)
|
27,150
|
—
|
9.39
|
9/8/2030
|
—
|
—
|
|||||||
11/28/2022 (3)
|
53,417
|
94,495
|
3.86
|
11/28/2032
|
—
|
—
|
||||||||
Jay R. Venkatesan, M.D.
|
5/1/2018 (1)
|
93,440
|
—
|
58.89
|
5/1/2028
|
—
|
—
|
|||||||
6/18/2020 (1)
|
12,446
|
—
|
77.71
|
6/17/2030
|
—
|
—
|
||||||||
2/5/2021 (1)
|
17,892
|
—
|
160.00
|
2/4/2031
|
—
|
—
|
||||||||
3/4/2022 (1)
|
76,000
|
—
|
19.40
|
3/3/2032
|
—
|
—
|
||||||||
12/28/2023 (5)
|
—
|
4,100
|
8.26
|
12/28/2033
|
—
|
—
|
||||||||
Christopher Haqq
|
3/31/2022 (2)
|
—
|
3,620
|
13.81
|
3/31/2032
|
—
|
—
|
|||||||
11/28/2022 (3)
|
36,075
|
63,816
|
3.86
|
11/28/2032
|
—
|
—
|
||||||||
Brian Piekos
|
6/1/2023 (2)
|
—
|
75,484
|
10.00
|
6/1/2033
|
—
|
—
|
|||||||
Jennifer
Rhodes
|
2/14/2020 (1)
|
11,668
|
—
|
95.13
|
2/13/2030
|
—
|
—
|
|||||||
6/18/2020 (1)
|
5,834
|
—
|
77.71
|
6/17/2030
|
—
|
—
|
||||||||
2/5/2021(1)
|
7,001
|
— |
160.000
|
2/4/2031
|
— | — | ||||||||
3/4/2022 (1)
|
27,500
|
—
|
19.90
|
3/3/2032
|
—
|
—
|
(1) |
The stock option vested in full at the effective time of the Merger pursuant to the Retention Bonus Plan.
|
(2) |
The stock option vests as to 25% of the shares of the first anniversary of the vesting commencement date and thereafter 1/36th of the shares subject to the award on each monthly anniversary of the vesting
commencement date, subject to the holder’s continued service to Elicio through each vesting date.
|
(3) |
The stock option vests as to 1/36th of the shares subject to the award on each monthly anniversary of the vesting commencement date, subject to the holder’s continued service to Elicio through each
vesting date.
|
(4) |
The stock option vested upon the Company submitting an Investigational New Drug Application to the Food and Drug Administration for any of the Company’s Amphiphile vaccine candidates prior to December 31,
2020.
|
(5) |
The stock option vests on the earlier of the one-year anniversary of the grant date and the next annual meeting of the Company’s stockholders after the grant date, subject to the holder’s continued
service to Elicio through the vesting date.
|
• |
Each non-employee director will receive an annual cash retainer in the amount of $40,000 per year.
|
• |
The Non-Executive Chairperson will receive an additional annual cash retainer in the amount of $35,000 per year.
|
• |
The chairperson of the Audit Committee will receive additional annual cash compensation in the amount of $15,000 per year for such chairperson’s service on the Audit Committee. Each non-chairperson member
of the audit committee will receive additional annual cash compensation in the amount of $7,500 per year for such member’s service on the Audit Committee.
|
• |
The chairperson of the Compensation Committee will receive additional annual cash compensation in the amount of $10,000 per year for such chairperson’s service on the Compensation Committee. Each
non-chairperson member of the Compensation Committee will receive additional annual cash compensation in the amount of $5,000 per year for such member’s service on the Compensation Committee.
|
• |
The chairperson of the Nominating and Corporate Governance Committee will receive additional annual cash compensation in the amount of $8,000 per year for such chairperson’s service on the Nominating and
Corporate Governance Committee. Each non-chairperson member of the Nominating and Corporate Governance Committee will receive additional annual cash compensation in the amount of $5,000 per year for such member’s service on the
Nominating and Corporate Governance Committee.
|
Name
|
Fees Earned
or Paid
in Cash ($)
|
Option Awards(1)
($)
|
Total(2)
($)
|
|||
Julian Adams, Ph.D.(3)
|
73,625
|
22,427
|
96,052
|
|||
Carol Ashe(4)
|
49,167
|
22,427
|
71,594
|
|||
Allen Nissenson, M.D.(5)
|
52,520
|
38,702
|
91,222
|
|||
Yekaterina (Katie) Chudnovsky(6)
|
26,250
|
22,427
|
48,677
|
|||
Robert R. Ruffolo, Jr., Ph.D.(7)
|
40,833
|
22,427
|
63,260
|
|||
Karen Wilson(8)
|
62,321
|
38,702
|
101,023
|
|||
Jay Venkatesan, M.D.(9)
|
23,333
|
22,427
|
45,760
|
|||
Assaf Segal(10)
|
11,875
|
0
|
11,875
|
|||
Victor F. Ganzi (11)
|
32,575
|
0
|
32,575
|
|||
Gilbert S. Omenn, M.D., Ph.D. (12)
|
25,429
|
0
|
25,429
|
(1) |
Amounts shown represent the aggregate grant date fair value of options granted during fiscal year 2023 as calculated in accordance with FASB ASC Topic 718. See note 2 of the financial statements included
in the Original 10-K for the assumptions used in calculating this amount.
|
(2) |
Non-employee directors only received cash fees and stock awards as compensation for their service on the Board of Directors.
|
(3) |
As of December 31, 2023, Dr. Adams held options to purchase 55,416 shares of our common stock, of which options to purchase 24,627 shares were vested.
|
(4) |
As of December 31, 2023, Ms. Ashe held options to purchase 19,009 shares of our common stock, of which options to purchase 6,106 shares were vested.
|
(5) |
As of December 31, 2023, Dr. Nissenson held options to purchase 10,989 shares of our common stock, of which options to purchase 6,889 shares were vested.
|
(6) |
As of December 31, 2023, Ms. Chudnovsky held options to purchase 8,625 shares of our common stock, of which options to purchase 1,134 shares were vested.
|
(7) |
As of December 31, 2023, Dr. Ruffolo held options to purchase 21,178 shares of our common stock, of which options to purchase 7,186 shares were vested.
|
(8) |
As of December 31, 2023, Ms. Wilson held options to purchase 10,989 shares of our common stock, of which options to purchase 6,889 shares were vested.
|
(9) |
Dr. Venkatesan served as Angion’s President, Chief Executive Officer and Chairman of the Board for part of fiscal year 2023; as such, his compensation earned as a non-employee director is described in the
“Summary Compensation Table” above.
|
(10) |
Mr. Segal resigned from the Board on August 28, 2023. As of December 31, 2023, Mr. Segal held no options to purchase shares of our common stock.
|
(11) |
Mr. Ganzi resigned from the Board as of the effective time of the Merger. As of December 31, 2023, Mr. Ganzi held options to purchase 6,889 shares of our common stock, of which options to purchase 6,889 shares were vested.
|
(12) |
Dr. Omenn resigned from the Board as of the effective time of the Merger. As of December 31, 2023, Dr. Omenn held options to purchase 6,889 shares of our common stock, of which options to purchase 6,889 shares were vested.
|
Beneficial Ownership
as of April 10, 2024(1)
|
||||
Beneficial Owner
|
Number of Shares
|
Percent of
Total
|
||
5% and Greater Stockholders:
|
||||
GKCC, LLC(2)
|
2,038,655
|
19.93%
|
||
Named Executive Officers and Directors:
|
||||
Yekaterina (Katie) Chudnovsky(3)
|
2,040,641
|
19.96%
|
||
Julian Adams, Ph.D.(4)
|
31,402
|
*
|
||
Carol Ashe(5)
|
8,562
|
*
|
||
Robert Connelly(6)
|
148,082
|
1.45%
|
||
Karen J. Wilson(7)
|
8,760
|
*
|
||
Robert Ruffolo, Jr., Ph.D.(8)
|
9,912
|
*
|
||
Allen R. Nissenson, M.D.(9)
|
6,889
|
*
|
||
Christopher Haqq, M.D., Ph.D.(10)
|
81,931
|
*
|
||
Brian Piekos(11)
|
18,871
|
*
|
||
Pete DeMuth, Ph.D.(12)
|
53,473
|
*
|
||
Jay Venkatesan, M.D.(13)
|
330,312
|
3.23%
|
||
Jennifer Rhodes(14)
|
56,622
|
*
|
||
All current executive officers and directors as a group (11 persons)(15)
|
2,738,835
|
26.79%
|
(1) |
This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with SEC. Unless otherwise indicated in the footnotes to this table and
subject to community property laws where applicable, Elicio believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable
percentages are based on 10,231,600 shares of common stock outstanding on April 10, 2024, adjusted as required by the rules promulgated by the SEC. Unless otherwise noted below, the address for persons listed in the table is c/o Elicio
Therapeutics, Inc., 451 D Street, Boston, Massachusetts 02210.
|
(2) |
Includes (i) 1,915,639 shares of our common stock held directly by GKCC, LLC and (ii) 123,016 shares of common stock underlying pre-funded warrants exercisable within 60 days of April 10, 2024. Yekaterina (Katie) Chudnovsky has sole
voting and investment control over the shares held by GKCC, LLC and may be deemed to beneficially own such shares.
|
(3) |
Consists of (i) 1,986 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 10, 2024, (ii) 1,915,639 shares of common stock held by GKCC, LLC of
which Yekaterina (Katie) Chudnovsky has sole voting and investment control over and may be deemed to beneficially own such shares and (iii) 123,016 shares of common stock underlying pre-funded warrants exercisable within 60 days of
April 10, 2024 held by GKCC, LLC of which Yekaterina (Katie) Chudnovsky has sole voting and investment control over and may be deemed to beneficially own such shares.
|
(4) |
Consists of 31,402 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 10, 2024.
|
(5) |
Consists of 8,562 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 10, 2024.
|
(6) |
Consists of (i) 46,970 shares of our common stock held directly by Robert Connelly and (ii) 101,112 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days
of April 10, 2024.
|
(7) |
Consists of (i) 1,871 shares of our common stock held directly by Karen J. Wilson and (ii) 6,889 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of
April 10, 2024.
|
(8) |
Consists of 9,912 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 10, 2024.
|
(9) |
Consists of 6,889 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 10, 2024.
|
(10) |
Consists of (i) 31,981 shares of our common stock held directly by Christopher Haqq, M.D., Ph.D. and (ii) 49,950 shares of our common stock that may be acquired pursuant to the exercise of stock options
within 60 days of April 10, 2024.
|
(11) |
Consists of 18,871 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 10, 2024.
|
(12) |
Consists of 53,473 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 10, 2024.
|
(13) |
Consists of (i) 129,581 shares of our common stock held directly by Jay R. Venkatesan, M.D., (ii) 953 shares of our common stock held by the Venkatesan Family Trust, and (iii) 199,778 shares of our common
stock that may be acquired pursuant to the exercise of stock options within 60 days of April 10, 2024.
|
(14) |
Consists of (i) 3,039 shares of our common stock held directly by Jennifer Rhodes and (ii) 53,583 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 10, 2024.
|
(15) |
Consists of the shares described in footnotes 2 through 13 above.
|
(a)
|
(b)
|
(c)
|
||||||||||
Plan Category
|
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
|||||||||
Equity compensation plans approved by security holders (1)
|
411,015
|
$
|
53.20
|
540,171
|
||||||||
Equity compensation plans not approved by security holders (2)
|
894,909
|
$
|
6.45
|
153,243
|
||||||||
Total
|
1,305,924
|
$
|
21.27
|
693,414
|
(1) |
These plans consist of the 2021 Plan, the Second Amended and Restated 2015 Equity Incentive Plan and the 2021 Employee Stock Purchase Plan (the “ESPP”). The 2021 Plan contains an “evergreen” provision, pursuant to which the number
of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year equal to the lesser of (i) 5% of the number of shares of common stock outstanding (on an as converted
basis) on the last day of the immediately preceding fiscal year, or (ii) if our Board acts prior to the first day of the fiscal year, such lesser amount that our Board determines for purposes of the annual increase of the fiscal year.
As of January 1, 2024, the 2021 Plan was increased by 480,282 shares pursuant to such evergreen provision. The ESPP contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant
to awards under such plan shall be increased on the first day of each year equal to the lesser of (i) 1% of the number of shares of common stock outstanding (on an as converted basis) on the
last day of the immediately preceding fiscal year, or (ii) if our Board acts prior to the first day of the fiscal year, such lesser amount that our Board determines for purposes of the annual increase of the fiscal year. As of January
1, 2024, the ESPP was increased by 1% of share outstanding shares as of January 1, 2023 pursuant to such evergreen provision.
|
(2) |
These plans consist of the Former Elicio 2022 Equity Incentive Plan, as amended, the former Elicio 2012 Equity Incentive Plan, as amended, and inducement stock options granted pursuant to Nasdaq Rule 5635(c)(4). In connection with
the commencement of his employment with us on June 1, 2023, Mr. Piekos received a grant of non-qualified stock options to purchase 75,484 shares of common stock as an inducement award material to Mr. Piekos entering into employment
with us pursuant to Nasdaq Rule 5635(c)(4). In August 2023, we granted an aggregate of 72,980 inducement stock options to two additional employees, as an inducement material to each employee entering into employment with us in
accordance with Nasdaq Listing Rule 5635(c)(4). In connection with the Merger, the Company assumed the Former Elicio 2022 Equity Incentive Plan and the former Elicio 2012 Equity Incentive Plan (the “Former Elicio Plans”) and all
stock options issued and outstanding under the Former Elicio Plans. Each outstanding and unexercised option to purchase Former Elicio common stock was adjusted with such Company stock options henceforth representing the right to
purchase a number of shares of the Company’s common stock based on the Merger exchange ratio of 0.0181. Any restriction on the exercise of any Former Elicio stock options assumed by the Company will continue in full force and effect
and the term, exercisability, vesting schedule, accelerated vesting provisions, and any other provisions of such Former Elicio stock option will otherwise remain unchanged; provided, however, that Elicio’s Board of Directors or a
committee thereof will assume 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. See Note 8 of the financial
statements included in the Original 10-K for descriptions of each of the equity plans.
|
Year Ended December 31,
|
||||||||
2023
|
2022
|
|||||||
Audit Fees(2)
|
$
|
529,000
|
$
|
383,957
|
||||
Tax Fees(3)
|
$
|
35,747
|
$
|
21,000
|
||||
Other(4)
|
—
|
—
|
||||||
Total Fees
|
$
|
564,747
|
$
|
404,957
|
(1) |
Baker Tilly US, LLP served as Former Elicio’s auditor for the year ended December 31, 2022 and until the Merger in 2023. Following the Merger, Baker Tilly US, LLP served as Elicio’s auditor for the year
ended December 31, 2023.
|
(2) |
Audit fees are for professional services for the audit of our financial statements, the review of quarterly interim financial statements, and for services that are normally provided by the accountant in
connection with other regulatory filings or engagements. Fees for the year ended December 31,2023 include services associated with the Merger and services rendered for the 2023 audit. Fees for the year ended December 31, 2022 include
services associated with the Merger, contemplated offerings and services rendered for the 2022 audit.
|
(3) |
Tax fees are for compliance and consultation.
|
(4) |
All other fees consist principally of all other permissible work performed by Baker Tilly US, LLP that does not meet the above category descriptions.
|
Exhibit
Number
|
Exhibit
Description
|
Incorporated by
Reference
|
Filed Herewith
|
||||||||
Form
|
Date
|
Number
|
|||||||||
2.1
|
8-K
|
1/17/2023
|
2.1
|
||||||||
3.1
|
8-K
|
2/9/2021
|
3.1
|
||||||||
3.2
|
8-K
|
6/2/2023
|
3.3
|
||||||||
3.3
|
8-K
|
6/2/2023
|
3.4
|
||||||||
3.4
|
8-K
|
6/2/2023
|
3.5
|
||||||||
3.5
|
8-K
|
2/9/2021
|
3.2
|
||||||||
4.1
|
Reference is made to exhibits 3.1 through 3.5.
|
||||||||||
4.2
|
S-1/A
|
2/1/2021
|
4.2
|
||||||||
4.3
|
S-1
|
1/15/2021
|
4.3
|
||||||||
4.4
|
S-1
|
1/15/2021
|
4.6
|
||||||||
4.5
|
10-K
|
3/30/2022
|
4.5
|
||||||||
10.1
|
S-4/A
|
3/29/2023
|
10.34
|
||||||||
10.2#
|
8-K
|
6/2/2023
|
10.2+
|
||||||||
10.3
|
8-K
|
6/2/2023
|
10.8
|
||||||||
10.4
|
8-K
|
6/2/2023
|
10.13
|
||||||||
10.5#
|
S-4/A
|
3/29/2023
|
10.29+
|
||||||||
10.6#
|
S-4/A
|
3/29/2023
|
10.30+
|
||||||||
10.7#
|
|||||||||||
10.8#
|
S-4/A
|
3/29/2023
|
10.32+
|
||||||||
10.9
|
8-K
|
12/22/2023
|
10.1
|
||||||||
10.10#
|
S-4/A
|
3/29/2023
|
10.27+
|
||||||||
10.11#
|
S-4/A
|
3/29/2023
|
10.28+
|
||||||||
10.12†
|
S-4/A
|
3/29/2023
|
10.25+
|
||||||||
10.13
|
8-K
|
1/17/2023
|
10.1
|
||||||||
10.14#
|
10-K
|
03/29/2024
|
10.14
|
||||||||
10.15#
|
8-K
|
2/2/2024
|
10.1
|
||||||||
10.16(a)#
|
S-1
|
1/15/2021
|
10.5(a)
|
10.16(b)#
|
S-1
|
1/15/2021
|
10.5(b)
|
||||||||
10.16(c)#
|
S-1
|
1/15/2021
|
10.5(c)
|
||||||||
10.16(d)#
|
S-1
|
1/15/2021
|
10.5(d)
|
||||||||
10.17(a)#
|
S-1/A
|
2/1/2021
|
10.6(a)
|
||||||||
10.17(b)#
|
S-1/A
|
2/1/2021
|
10.6(b)
|
||||||||
10.17(c)#
|
S-1/A
|
2/1/2021
|
10.6(c)
|
||||||||
10.17(d)#
|
S-1/A
|
2/1/2021
|
10.6(d)
|
||||||||
10.18#
|
S-1/A
|
2/1/2021
|
10.7
|
||||||||
10.19#
|
10-K
|
03/29/2024
|
10.19
|
||||||||
10.20#
|
10-K
|
03/29/2024
|
10.20
|
||||||||
10.21#
|
10-K
|
03/29/2024
|
10.21
|
||||||||
21.1
|
S-1
|
1/15/2021
|
21.1
|
||||||||
23.1
|
10-K
|
03/29/2024
|
23.1
|
||||||||
24.1
|
10-K
|
03/29/2024
|
24.1
|
||||||||
31.1
|
X
|
||||||||||
31.2
|
X
|
||||||||||
32.1^
|
10-K
|
03/29/2024
|
32.1
|
||||||||
32.2^
|
10-K
|
03/29/2024
|
32.2
|
||||||||
97.1
|
10-K
|
03/29/2024
|
97.1
|
||||||||
101.INS
|
Inline XBRL Instance Document
|
10-K
|
03/29/2024
|
101.INS
|
|||||||
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
10-K
|
03/29/2024
|
101.SCH
|
|||||||
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
10-K
|
03/29/2024
|
101.LAB
|
|||||||
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
10-K
|
03/29/2024
|
101.PRE
|
|||||||
104
|
Cover Page Interactive Data File
|
10-K
|
03/29/2024
|
104
|
Elicio Therapeutics, Inc.
|
||
Date: April 29, 2024
|
By: | /s/ Robert Connelly |
Robert Connelly | ||
Chief Executive Officer
|
Date: April 29, 2024
|
|
/s/ Robert Connelly
|
|
Robert Connelly
|
|
President and Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
Date: April 29, 2024
|
|
/s/ Brian Piekos
|
|
Brian Piekos
|
|
Chief Financial Officer
|
|
(Principal Financial Officer and
|
|
Principal Accounting Officer)
|
1 Year Angion Biomedica Chart |
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