Filed
by Angion Biomedica Corp.
Pursuant to Rule 425
under
the Securities Act of 1933, as amended
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934, as amended
Subject Company: Angion Biomedica Corp.
(Commission File No. 001-39990)
Date:
January 18, 2023
The following tweet was made available in connection with the
transaction beginning on January 18, 2023.
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January 18, 7:30am EST
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Twitter via @AngionBiomedica and @ElicioTx
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Character
Count (280 max)
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Reminder:
The conference call about the Elicio Therapeutics and Angion merger
will begin in 30 minutes at this link:
https://ir.angion.com/events-presentations Important additional
information in the press release available at this link:
https://t.co/UnfpuccjFq
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Additional
Information and Where to Find It
The
transaction referenced in the above communication has not yet been
consummated. This communication is for informational purposes only
and is not a substitute for any materials that Angion Biomedica
Corp. (“Angion”) will file with the U.S. Securities and Exchange
Commission (the “SEC”). In connection with the proposed merger
between Angion and Elicio Therapeutics, Inc. (“Elicio”), pursuant
to the Agreement and Plan of Merger and Reorganization, by and
between Angion and Elicio, dated January 17, 2023 (the “Merger
Agreement”), Angion has and/or intends to file relevant materials
with the SEC, including a Current Report on Form 8-K (the “Form
8-K”) and a registration statement on Form S-4 that will contain a
proxy statement and prospectus to register the shares issued (the
“Form S-4”). ANGION URGES INVESTORS AND STOCKHOLDERS TO READ THESE
MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
ANGION, ELICIO AND THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of
the Form 8-K, the Form S-4 and other documents filed by Angion with
the SEC (when they become available) through the website maintained
by the SEC at www.sec.gov. In addition, investors and
stockholders will be able to obtain free copies of the Form 8-K,
the Form S-4 and other documents filed by Angion with the SEC by
contacting Investor Relations by email at investors@angion.com.
Investors and stockholders are urged to read the Form 8-K and the
Form S-4, including the proxy statement / prospectus contained
therein, and the other relevant materials when they become
available before making any voting or investment decision with
respect to the proposed transaction.
Cautionary
Statement Regarding Forward-Looking Statements
This
communication 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. This includes statements regarding: the
anticipated completion and effects of the proposed merger;
anticipated communications regarding each of Angion’s and Elicio’s
entry into the Merger Agreement; 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 transaction, will be more fully
discussed in the proxy statement/prospectus that are and/or will be
included in the Form 8-K and the Form S-4 that will be filed with
the SEC in connection with the proposed transaction. Additional
risks and uncertainties are identified and discussed in the “Risk
Factors” section of Angion’s Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and other documents filed from time to time
with the SEC. Forward-looking statements included in this
communication are based on information available to Angion as of
the date of this communication. Angion undertakes no obligation to
update such forward-looking statements to reflect events or
circumstances after the date of this release, except to the extent
required by law.
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 December 31,
2021, filed with the SEC on March 30, 2022, and the proxy statement
for Angion’s 2022 annual meeting of stockholders, filed with the
SEC on April 27, 2022. Additional information regarding these
persons and their interests in the transaction will be included in
the proxy statement / prospectus included in the Form S-4 relating
to the transaction when it is filed with the SEC. These documents
can be obtained free of charge from the sources indicated
above.
Non-Solicitation
This communication 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.