Elicio Therapeutics, Inc. submitted a non-binding indication of interest to acquire Angion Biomedica Corp. (NasdaqGS:ANGN) from Vifor (International) AG, Eisa-Abc LLC and others in a reverse merger transaction on December 17, 2022. Elicio Therapeutics, Inc. entered into a definitive merger agreement to acquire Angion Biomedica Corp. from Vifor (International) AG, Eisa-Abc LLC and others for $49 million in a reverse merger transaction on January 17, 2023. As per deal transaction, the Exchange Ratio was 0.0164 Angion shares for each Elicio share, which assumes a reverse stock split of Angion common stock at a ratio of 10-for-1. As on May 30, 2023, the final Exchange Ratio is expected to be 0.0181, which assumes a reverse stock split of Angion common stock at a ratio of 10-for-1. Stockholders of Elicio will receive newly issued shares of Angion common stock. Elicio will merge with Angion in an all-stock transaction. Angion will provide Elicio a $10 million bridge loan to be funded $5 million at merger agreement execution and $5 million at later milestone. The combined company will continue under the Elicio Therapeutics name and will focus on advancing Elicio's proprietary lymph node-targeting Amphiphile (AMP) technology to develop immunotherapies, with a focus on ELI-002, a therapeutic cancer vaccine targeting mKRAS-driven tumors. Immediately following the merger, the pre-Merger equity holders of Elicio are expected to hold approximately 65.5% of the outstanding shares of Angion common stock and the pre-Merger equity holders of Angion are expected to hold approximately 34.5% of the outstanding shares of Angion common stock, in each case on a fully diluted basis. Upon completion of the transaction, the combined company will operate under the Elicio Therapeutics name, and the combined company's common stock is expected to trade on the Nasdaq Global Market under the ticker symbol “ELTX”. The corporate headquarters will be in Boston, Massachusetts. Following the merger, the executive team of Elicio will serve as the executive team of the combined company, led by Robert Connelly as Chief Executive Officer. The board of directors will be comprised of nine directors including Connelly and Angion's current President and Chief Executive Officer, Jay Venkatesan. Upon termination of the Merger Agreement by Elicio or Angion in certain circumstances, a termination fee of $2.0 million (or $1.0 million in certain circumstances) may be payable by Elicio to Angion or a termination fee of $2 million may be payable by Angion to Elicio.

The closing of the transaction is subject to certain customary closing conditions, including, approvals of stockholders of Elicio and Angion having been obtained; 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); the Form S-4 having become effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”); Angion's net cash being finally determined in accordance with the terms of the Merger Agreement and greater than or equal to $25.0 million and other conditions. The proposed transaction has been unanimously approved by the Boards of Directors of Elicio and Angion. After careful consideration, the Elicio Board unanimously recommends that the Elicio stockholders execute the written consent indicating their vote in favor of the Elicio stockholder matters. Certain of Elicio's stockholders and certain of Angion's stockholders are parties to support agreements with Angion and Elicio, whereby such stockholders have agreed, subject to the terms of the support agreements, to vote their shares (or execute a written consent) in favor of the required Angion closing stockholder matters or the Elicio stockholder matters, as applicable. The transaction is expected to close in the second quarter of 2023.

Oppenheimer & Co., Inc is serving as a financial advisor with a service fee of $1.3 million and Kenneth Guernsey and Matthew Silverman of Cooley LLP is providing legal counsel to Angion. William Hicks and Daniel Bagliebte of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Kristen Ferris of Goulston & Storrs PC are legal counsels to Elicio. Angion Board has received an opinion of Oppenheimer & Co. Inc. with a service fee of $0.5 million. Continental Stock Transfer & Trust Company acted as transfer agent while MacKenzie Partners, Inc. acted as information agent with service fee of $9,500 to Angion.