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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 10-K/A
(Amendment No. 1)
_____________________________________________
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from    to
Commission file number 001-04321
ANGION BIOMEDICA CORP
(Exact name of registrant as specified in its charter)
Delaware 11-3430072
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer Identification No.)
7-57 Wells Avenue, Newton, Massachusetts
 02459
(Address of Principal Executive Offices) (Zip Code)
(857) 336-4001
Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 ANGN The Nasdaq Global Select Market
Securities registered pursuant to section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting stock and non-voting common stock held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s common stock on June 30, 2022 as reported by the Nasdaq Global Select Market on such date, was approximately $34.3 million. Shares of common stock held by each executive officer and director and by each entity affiliated with an executive officer or and director have been excluded from this computation. The determination of affiliate status for this purpose is not necessarily a conclusive determination for other purposes.
The number of shares of the issuer’s common stock outstanding as of March 15, 2023, was 30,114,190.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Auditor Name: Moss Adams LLP
Auditor Location: Seattle, Washington
PCAOB ID: 659
Explanatory Note

Angion Biomedica Corp. filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2023. Angion is filing this Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”) solely for the purpose of refiling Exhibit 32.2 thereto to correct a typographical error in that exhibit, which inadvertently referenced the period of the Form 10-K as being for the fiscal year 2021 instead of 2022. Accordingly, in addition to required changes to the cover page, this Form 10-K/A also amends and restates Part IV, Item 15 of the Form 10-K in its entirety to add (a) the corrected Exhibit 32.2 certification, and (b) new certifications by our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.3 and 31.4 with respect to this Form 10-K/A.

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Except as expressly noted in this Form 10-K/A, this Form 10-K/A does not reflect events occurring after the original filing of the Form 10-K or modify or update in any way any of the other disclosures contained in the Form 10-K including, without limitation, the consolidated financial statements. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and Angion’s other filings with the SEC.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a)Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K
(b)Exhibits.
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 2/9/2021 3.2
4.1
Reference is made to exhibits 3.1 through 3.2.
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 10K 3/30/2022 4.5
10.1 S-1 1/15/2021 10.1
10.2† S-1 1/15/2021 10.4
10.2(a)† 10K 3/30/2022 10.2(a)
10.3(a)# S-1 1/15/2021 10.5(a)
10.3(b)#
 S-1 1/15/2021
10.5(b)
10.3(c)#
 S-1 1/15/2021
10.5(c)
10.3(d)#
 S-1 1/15/2021
10.5(d)
10.4(a)#
 S-1/A 2/1/2021  10.6(a)
10.4(b)#
 S-1/A 2/1/2021
10.6(b)
10.4(c)#
 S-1/A 2/1/2021
10.6(c)
10.4(d)#
 S-1/A 2/1/2021
10.6(d)
10.5# S-1/A 2/1/2021 10.7
10.6# S-1 1/15/2021 10.8
10.7# S-1 1/15/2021 10.9
10.7(a) 10-K 3/30/2022 10.7(a)
10.8(b) 10-K 3/30/2022 10.8(b)
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Exhibit
Number		 Exhibit
Description		 Incorporated by
Reference		 Filed Herewith
Form Date Number
10.9# S-1 1/15/2021 10.10
10.10# S-1 1/15/2021 10.11
10.11# S-1 1/15/2021 10.12
10.11(a)# 10-K 3/30/2022 10.11(a)
10.11(b)# 10-K 3/30/2022 10.11(b)
10.11(c)# 10-K 3/30/2022 10.11(c)
10.12# 10-K 3/30/2022 10.12
10.13 S-1 1/15/2021 10.14
10.14# 10-K 3/30/2022 10.14
10.15# 10-K 3/30/2022 10.15
10.16# S-4 2/13/2023 10.23
10.17# X
10.17(a)# X
10.18# X
10.19# X
2015 8-K 2/09/2021 10.1
2016# 8-K 3/04/2022 Item 5.02
21.1 S-1 1/15/2021 21.1
23.1 X
24.1 X
31.1 X
31.2 X
31.3 X
31.4 X
32.1^ X
32.2^ X
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Exhibit
Number		 Exhibit
Description		 Incorporated by
Reference		 Filed Herewith
Form Date Number
101.INS Inline XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL  Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File X
__________________________________
†Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.
#          Indicates management contract or compensatory plan.
^ The certification that accompanies the Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is not deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
X Refers to the Form 10-K filed March 17, 2023, other than with respect to Exhibits 31.3 and 31.4, which are with respect to this Form 10-K/A, and Exhibit 32.2, which replaces Exhibit 32.2 in the Form 10-K filed March 17, 2023.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 28, 2023

ANGION BIOMEDICA CORP.
By: /s/ JAY R. VENKATESAN, M.D.
Jay R. Venkatesan, M.D.
President and Chief Executive Officer and Chairman
(Duly Authorized Officer and Principal Executive Officer)


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