We could not find any results for:
Make sure your spelling is correct or try broadening your search.
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 |
Delaware
|
11-3430072
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
Non-accelerated filer ☒
|
Smaller reporting company ☒
|
|
Emerging growth company ☒
|
Item 3.
|
Incorporation of Documents by Reference.
|
(a) |
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 17, 2023, as amended
on April 28, 2023;
|
(b) |
The Registrant’s Quarterly Report on Form 10-Q for the quarter ended (i) March 31, 2023 filed with the SEC on May 10, 2023 and
(ii) June 30, 2023, filed with the SEC on August 14, 2023;
|
(c) |
The Registrant’s Current Reports on Form 8-K as filed with the SEC on January 17, 2023, March 14, 2023, April 27, 2023,
May 1, 2023, May 24, 2023,
May 30, 2023, June 2,
2023 (as amended on August 14, 2023) and June 5, 2023; and
|
(d) |
The description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A (File No. 001-39990), filed by the Registrant with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), on February 2, 2021, including any amendments or reports filed for the
purpose of updating such description.
|
Item 4. |
Description of Securities.
|
Item 5. |
Interests of Named Experts and Counsel.
|
Item 6. |
Indemnification of Directors and Officers.
|
Item 7.
|
Exemption from Registration Claimed.
|
Item 8.
|
Exhibits.
|
Incorporated by
Reference
|
||||||||||
Exhibit
Number
|
Exhibit Description
|
Form
|
Date
|
Number
|
Filed Herewith
|
|||||
Amended and Restated Certificate of Incorporation.
|
8-K
|
2/9/2021
|
3.1
|
|||||||
Certificate of Amendment, dated June 1, 2023 to the Amended and Restated Certificate of Incorporation of Angion Biomedica Corp. to implement the Reverse Stock Split.
|
8-K
|
6/2/2023
|
3.3
|
|||||||
Certificate of Amendment, dated June 1, 2023 to the Amended and Restated Certificate of Incorporation of Angion Biomedica Corp. to implement Officer Exculpation.
|
8-K
|
6/2/2023
|
3.4
|
|||||||
Certificate of Amendment, dated June 1, 2023 to the Amended and Restated Certificate of Incorporation of Angion Biomedica Corp. to implement the name change.
|
8-K
|
6/2/2023
|
3.5
|
|||||||
Amended and Restated By-Laws.
|
8-K
|
2/9/2021
|
3.2
|
|||||||
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
|
X
|
|||||||||
Consent of Baker Tilly US, LLP, independent registered public accounting firm.
|
X
|
|||||||||
Consent of Moss Adams LLP, independent registered public accounting firm.
|
X
|
|||||||||
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1).
|
X
|
|||||||||
Power of Attorney included on the signature page of this Registration Statement.
|
X
|
|||||||||
Elicio Therapeutics, Inc. 2012 Equity Incentive Plan, including all amendments thereto.
|
S-4/A
|
3/29/2023
|
10.27
|
|||||||
Elicio Therapeutics, Inc. 2022 Equity Incentive Plan.
|
S-4/A
|
3/29/2023
|
10.28
|
|||||||
Calculation of Filing Fee Table.
|
X
|
#
|
Indicates management contract or compensatory plan.
|
Item 9. |
Undertakings.
|
(a) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
(b) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(c) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
ELICIO THERAPEUTICS, INC.
|
||
By:
|
/s/ Robert Connelly
|
|
Robert Connelly
|
||
Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ Robert Connelly
|
Chief Executive Officer, President and Director
|
August 21, 2023
|
||
Robert Connelly
|
(Principal Executive Officer)
|
|||
/s/ Brian Piekos
|
Chief Financial Officer
|
August 21, 2023
|
||
Brian Piekos
|
(Principal Financial Officer and Principal Accounting Officer)
|
|||
/s/ Jay Venkatesan, M.D.
|
Director
|
August 21, 2023
|
||
Jay Venkatesan, M.D.
|
||||
/s/ Julian Adams, Ph.D.
|
Director
|
August 21, 2023
|
||
Julian Adams, Ph.D.
|
||||
/s/ Carol Ashe
|
Director
|
August 21, 2023
|
||
Carol Ashe
|
||||
/s/ Yekaterina (Katie) Chudnovsky
|
Director
|
August 21, 2023
|
||
Yekaterina (Katie) Chudnovsky
|
||||
/s/ Robert R. Ruffolo, Jr., Ph.D.
|
Director
|
August 21, 2023
|
||
Robert R. Ruffolo, Jr., Ph.D.
|
||||
/s/ Assaf Segal
|
Director
|
August 21, 2023
|
||
Assaf Segal
|
||||
/s/ Karen Wilson
|
Director
|
August 21, 2023
|
||
Karen Wilson
|
||||
/s/ Allen Nissenson, M.D.
|
Director
|
August 21, 2023
|
||
Allen Nissenson, M.D.
|
919 Third Avenue
New York, NY 10022
212 935 3000
mintz.com
|
Re: |
Registration Statement on Form S-8
|
MINTZ
August 21, 2023
Page 2
|
Very truly yours,
|
|
/s/ MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
|
|
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
|
Security
Type
|
Security
Class
Title
|
Fee
Calculation
Rule
|
Amount
Registered(1)(2)
|
Proposed
Maximum
Offering
Price Per
Unit
|
Maximum
Aggregate
Offering Price(3)
|
Fee Rate
|
Amount of
Registration
Fee
|
|||||||||||||||
Equity
|
Common Stock, par value $0.01 per share
|
457(c)
and
457(h)
|
873,989
|
(3
|
)
|
$
|
5,161,908.93
|
$
|
0.00011020
|
$
|
568.84
|
|||||||||||
Total Offering Amount
|
$
|
5,161,908.93
|
$
|
568.84
|
||||||||||||||||||
Total Fees Previously Paid
|
-
|
|||||||||||||||||||||
Total Fee Offsets
|
-
|
|||||||||||||||||||||
Net Fee Due
|
$
|
568.84
|
Securities
|
Number
of
Shares
|
Offering Price
Per
Share
|
Aggregate
Offering
Price
|
|||||||||||
Shares issuable upon the exercise of outstanding options granted under the 2012 Plan
|
172,268
|
$
|
10.92
|
(3)(a)
|
$
|
1,881,166.56
|
||||||||
Shares issuable upon the exercise of outstanding options granted under the 2022 Plan
|
608,319
|
$
|
3.87
|
(3)(a)
|
$
|
2,354,194.53
|
||||||||
Shares reserved for future grant under the 2022 Plan
|
93,402
|
$
|
9.92
|
(3)(b) |
$
|
926,547.84
|
||||||||
Maximum Aggregate Offering Price
|
$
|
5,161,908.93
|
||||||||||||
Registration Fee
|
$
|
568.84
|
1 Year Angion Biomedica Chart |
1 Month Angion Biomedica Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions