Angion Biomedica, Elicio Therapeutics enter into merger agreement

Elicio Therapeutics has entered into a definitive merger agreement with Angion Biomedica under which Elicio will merge with a wholly-owned subsidiary of Angion in an all-stock transaction. The combined company will continue under the Elicio Therapeutics name and will focus on advancing Elicio’s proprietary lymph node-targeting Amphiphile technology to develop immunotherapies, with a focus on ELI-002, a therapeutic cancer vaccine targeting mKRAS-driven tumors. Under the terms of the merger agreement, pending stockholder approval of the transaction, Elicio will merge with a wholly-owned subsidiary of Angion, and stockholders of Elicio will receive newly issued shares of Angion common stock. Current Angion stockholders are expected to own approximately 34.5% of the newly combined company while Elicio stockholders will own 65.5% of the newly combined company, in each case on a fully diluted basis. The final percentage of the combined company owned by Elicio stockholders and Angion stockholders upon completion of the merger may be subject to certain adjustments, including potential adjustments based on Angion’s net cash balance upon deal completion. The proposed transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the second quarter of 2023, subject to customary closing conditions. Concurrent with the execution of the merger agreement, Angion committed up to $10 million in a bridge loan to Elicio, to be made in two installments, subject to certain conditions.