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 presentation was made available in connection with the transaction beginning on January 18, 2023.
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 email@example.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.
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.