As filed with the U.S. Securities and Exchange Commission on March 17, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANGION BIOMEDICA CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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11-3430072
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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7-57 Wells Avenue, Newton, Massachusetts 02459
(Address of principal executive offices, including zip code)
Angion Biomedica Corp. 2021 Incentive Award Plan
Angion Biomedica Corp. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Jay R. Venkatesan, M.D.
Chief Executive Officer
Angion Biomedica Corp.
7-57 Wells Avenue, Newton, Massachusetts
02459
(415) 655-4899
(Name, address and telephone number, including area code, of agent for service)
Copies to:
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Jennifer J. Rhodes
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Kenneth Guernsey
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General Counsel
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Brett White
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Angion Biomedica Corp.
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Cooley LLP
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7-57 Wells Avenue, Newton, Massachusetts
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3 Embarcadero Center,
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02459
(415) 655-4899
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20th Floor
San Francisco, CA 94111
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(415) 693-2000
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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.
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Large accelerated filer
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☐ |
Accelerated filer
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☐ |
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Non-accelerated filer
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☒ |
Smaller reporting company
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☒ |
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Emerging growth company
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☒ |
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Angion Biomedica Corp. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the
“Commission”) for the purpose of registering (i) 1,505,662 additional shares of its common stock, par value $0.01 per share under the Angion Biomedica Corp. 2021 Incentive Award Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan
providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 Plan on January 1, 2022, and (ii) 301,132 additional shares of its common stock under the Angion Biomedica Corp. 2021
Employee Stock Purchase Plan (the “2021 ESPP,” and together with the 2021 Plan, the “Plans”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance
under the 2021 ESPP on December 31, 2022. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
This Registration Statement relates to securities of the same class as those for which earlier Registration Statements on Form S-8 were filed with the Commission on February 9, 2021 (File No.
333-252906) and May 16, 2022 (File No. 333-264995) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of
Common Stock issuable under the 2021 Plan and the 2021 ESPP, are incorporated by reference into this Registration Statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K (File No.
001-39990) for the fiscal year ended December 31, 2022, filed with the SEC on March 17, 2023.
(b) The Registrant’s Current Reports on Form 8-K (File No. 001-39990) filed with the SEC on January 17, 2023 and March 14, 2023;
(c) The description of the Registrant’s common stock which is contained in a Registration Statement on Form 8-A filed on February 2, 2021 (File No. 001-39990) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as updated by Exhibit 4.5 to the Registrant's Annual Report on Form 10-K filed with the SEC on March 30, 2022, including any amendments or reports filed
for the purpose of updating such description.
(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished
under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such
reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
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Incorporated by Reference
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Exhibit Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Amended and Restated Certificate of Incorporation of Angion Biomedica Corp.
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8-K
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001-39990
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3.1
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February 9, 2021
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Bylaws of Angion Biomedica Corp.
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8-K
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001-39990
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3.2
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February 9, 2021
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Opinion of Cooley LLP.
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Consent of Moss Adams LLP, independent registered public accounting firm.
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Consent of Cooley LLP (included in Exhibit 5.1 hereto).
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Power of Attorney (included on the signature page hereto).
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Angion Biomedica Corp. 2021 Incentive Award Plan.
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10-K
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001-39990
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10.6(a)
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March 30, 2022
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99.2
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Form of Stock Option Grant Notice, Stock Option Agreement, Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Incentive Award Plan.
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10-K
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001-39990
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March 30, 2022
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Angion Biomedica Corp. 2021 Employee Stock Purchase Plan.
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10-K
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001-39990
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10.7
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March 30, 2022
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Filing Fee Table
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Park City, State of Utah, on this 17th day of March, 2023.
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ANGION BIOMEDICA CORP.
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By:
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/s/ Jay Venkatesan
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Jay Venkatesan, M.D.
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Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jay R. Venkatesan, M.D. and Jennifer J. Rhodes, and each one of them, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Jay R. Venkatesan, M.D.
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Chief Executive Officer and Director
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March 17, 2023
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Jay R. Venkatesan, M.D.
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(Principal Executive Officer)
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/s/ Gregory S. Curhan
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Chief Financial Officer and Director
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March 17, 2023 | ||
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Gregory S. Curhan
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(Principal Financial and Accounting Officer)
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/s/ Itzhak D. Goldberg, M.D.
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Director
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March 17, 2023
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Itzhak D. Goldberg, M.D.
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/s/ Victor F. Ganzi
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Director
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March 17, 2023
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Victor F. Ganzi
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/s/ Allen R. Nissenson, M.D.
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Director
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March 17, 2023
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Allen R. Nissenson, M.D.
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/s/ Gilbert S. Omenn, M.D., Ph.D.
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Director
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March 17, 2023
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Gilbert S. Omenn, M.D., Ph.D.
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/s/ Karen J. Wilson
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Director
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March 17, 2023
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Karen J. Wilson
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Exhibit 5.1
Sara H. Semnani
T: +1 310 883 6467
ssemnani@cooley.com
March 17, 2023
Angion Biomedica Corp.
7-57 Wells Avenue
Newton, Massachusetts 02459
7-57 Wells Avenue
Newton, Massachusetts 02459
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Angion Biomedica Corp.
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Ladies and Gentlemen:
We have acted as counsel to Angion Biomedica Corp., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with
the Securities and Exchange Commission (the “Commission”) covering the offering of up to 1,806,794 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), consisting of (a) 1,505,662 shares of Common Stock issuable pursuant to the Company’s 2021 Incentive Award Plan (the “2021 Plan”) and (b) 301,132 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with
the 2021 Plan, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently
in effect, (c) the Plans, and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion
expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity
of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain
factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof
and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses,
will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
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Sincerely,
Cooley LLP
Sara H. Semnani
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Cooley LLP 1333 2nd Street Suite 400 Santa Monica, CA 90401
t: +1 310 883 6400 f: +1 310 883 6500 cooley.com
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Angion Biomedica Corp. (the “Company”), of our report dated March
17, 2023, relating to the consolidated financial statements of the Company appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022 filed with the Securities and Exchange Commission.
/s/ Moss Adams LLP
Seattle, WA
March 17, 2023
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Angion Biomedica Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type
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Security Class Title
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Fee Calculation Rule
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Amount Registered(1)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Fee Rate
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Amount of Registration Fee
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Equity
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2021 Incentive Award Plan
Common Stock, $0.01 par value per share
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457(c) and 457(h)
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1,505,662 (3)
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$0.5397(2)
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$812,605.78
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.00011020
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$89.55
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Equity
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2021 Employee Stock Purchase Plan
Common Stock, $0.01 par value per share
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457(c) and 457(h)
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301,132 (5)
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$0.4587(4)
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$138,142.80
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.00011020
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$15.22
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Total Offering Amounts
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$950,748.58
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$104.77
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Total Fees Previously Paid
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—
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Total Fee Offsets
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—(6)
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Net Fee Due
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$104.77
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| (1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of Angion Biomedica Corp. (the “Registrant”) that become
issuable under the Registrant’s 2021 Incentive Award Plan (the “2021 Plan”) and the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.
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| (2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and 457(c) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering
price are calculated using the average of the high and low prices of the common stock as reported on the Nasdaq Capital Market on March 16, 2023.
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| (3) |
Represents an automatic annual increase equal to 5% of the total number of shares of the Registrant’s capital stock outstanding on December 31, 2022, which annual increase is provided by the 2021 Plan.
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| (4) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and 457(c) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering
price are calculated using the average of the high and low prices of the common stock as reported on the Nasdaq Capital Market on March 16, 2023, multiplied by 85%.
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| (5) |
Represents an automatic annual increase equal to 1% of the total number of shares of the Registrant’s capital stock outstanding on December 31, 2022, which annual increase is provided by the 2021 ESPP
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| (6) |
The Registrant does not have any fee offsets.
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