09/27/2024 | Press release | Distributed by Public on 09/27/2024 14:42
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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under § 240.14a-12
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ELICIO THERAPEUTICS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☒
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No fee required
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☐
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Sincerely,
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/s/ Robert Connelly
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Robert Connelly
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Chief Executive Officer and President
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1.
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To elect the Board of Directors' nominees, Robert Connelly, Yekaterina (Katie) Chudnovsky and Allen R. Nissenson, M.D., to the Board of Directors to hold office until the 2027 Annual Meeting of Stockholders.
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2.
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To ratify the selection by the Audit Committee of the Board of Directors of Baker Tilly US, LLP as the independent registered public accounting firm of Elicio Therapeutics, Inc. for its fiscal year ending December 31, 2024.
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3.
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To approve, for purposes of complying with Nasdaq Listing Rule 5635(b), the issuance of shares of common stock issuable upon the exercise of certain warrants and conversion of the Convertible Note.
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4.
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To conduct any other business properly brought before the Annual Meeting.
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*
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This year's Annual Meeting will be held virtually through a live webcast. You will be able to attend the Annual Meeting, submit questions and vote during the live webcast. In order to attend, you must pre-register at www.viewproxy.com/ELTX/2024. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log in beginning at 9:15 a.m. U.S. Eastern Time, on Thursday, November 7, 2024.
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By Order of the Board of Directors
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/s/ Megan C. Filoon
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Megan C. Filoon
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Secretary
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You are cordially invited to attend our Annual Meeting virtually via live webcast at www.viewproxy.com/ELTX/2024. Whether or not you expect to attend the Annual Meeting, please vote as soon as possible. You may vote over the Internet, by a toll-free telephone number, or by mailing a completed, signed, and dated proxy card or voting instruction card in the envelope provided with the proxy card or voting instruction card. Please note that any stockholder attending the virtual Annual Meeting may vote online during the Annual Meeting, even if the stockholder has already returned a proxy card or voting instruction card. Please see the instructions in the attached proxy statement and on your proxy card or voting instruction card previously received.
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Proposals
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Page
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Voting Standard for Approval
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Board
Recommendation
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Election of Directors
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7
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Plurality of the votes of the shares present in person, by remote communication, or represented by proxy duly authorized at the Annual Meeting and entitled to vote in the election of directors. Only votes "For" will affect the outcome of the vote; "Withhold" votes will have no effect on the outcome of the vote.
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For each named Director nominee
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Ratification of the selection of Baker Tilly US, LLP as Elicio Therapeutics, Inc.'s independent registered public accounting firm for fiscal December 31, 2024
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18
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Affirmative vote of the holders of a majority of the voting power of the votes cast, by remote communication, or represented by proxy at the Annual Meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes) on this matter. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers' unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote.
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For
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Approval, for the Purposes of Complying with Nasdaq Listing Rule 5635(b), the Issuance of Shares of Common Stock upon the Exercise of Certain Warrants and Conversion of the Convertible Note
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20
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Affirmative vote of the holders of a majority of the voting power of the votes cast, by remote communication, or represented by proxy at the Annual Meeting and voting affirmatively or negatively on this matter. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers' unvoted shares held by the firms in street name for this approval. As a result, any shares not voted by a customer will be treated as a broker non-vote. These broker non-votes will have no effect on the results of this vote.
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For
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Page
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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
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1
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PROPOSAL 1 ELECTION OF DIRECTORS
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7
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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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11
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Independence of the Board Of Directors
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11
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Board Leadership Structure
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11
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Role of the Board in Risk Oversight
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12
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Meetings of the Board of Directors
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12
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Information Regarding Committees of the Board of Directors
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12
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Audit Committee
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13
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Compensation Committee
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14
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Nominating and Corporate Governance Committee
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15
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Communications With The Board Of Directors
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16
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Code of Business Conduct And Ethics
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17
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Corporate Governance Guidelines
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17
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Hedging Policy
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17
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Clawback Policy
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17
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PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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18
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PROPOSAL 3 TO APPROVE, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(b), THE ISSUANCE OF SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF CERTAIN WARRANTS AND THE CONVERSION OF THE CONVERTIBLE NOTE
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20
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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23
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EXECUTIVE OFFICERS OF THE COMPANY
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25
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EXECUTIVE COMPENSATION
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26
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2023 Summary Compensation Table
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26
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Outstanding Equity Awards at 2023 Fiscal Year End
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30
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Director Compensation
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31
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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35
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Related Person Transactions Policy and Procedures
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35
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Certain Related Person Transactions
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35
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Indemnification
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37
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HOUSEHOLDING OF PROXY MATERIALS
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38
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OTHER MATTERS
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38
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•
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To elect the three nominees to the Board of Directors to hold office until the 2027 Annual Meeting of Stockholders.
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•
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To ratify the selection by the Audit Committee of the Board of Directors of Baker Tilly US, LLP as the independent registered public accounting firm of Elicio for its fiscal year ending December 31, 2024.
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•
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To approve, for purposes of complying with Nasdaq Listing Rule 5635(b), the issuance of shares of common stock issuable upon the exercise of certain warrants and conversion of the Convertible Note.
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•
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To vote during the Annual Meeting: If you are a stockholder of record as of the record date, follow the instructions in the virtual meeting portal.
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•
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To vote prior to the Annual Meeting (until 11:59 p.m. U.S. Eastern Time on November 6, 2024): You may vote via the Internet at www.fcrvote.com/ELTX, by telephone, or by completing and returning the proxy card or voting instruction form, as described below.
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•
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To vote using the proxy card, simply complete, sign and date the proxy card, that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
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•
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To vote over the telephone, dial toll-free 1-866-402-3905 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and Control Number from your proxy card. Your telephone vote must be received by 11:59 p.m., U.S. Eastern Time on November 6, 2024 to be counted.
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•
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To vote through the internet prior to the Annual Meeting, go to www.fcrvote.com/ELTXand follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide the company number and Control Number from your proxy card. Your internet vote must be received by 11:59 p.m. U.S. Eastern Time on November 6, 2024 to be counted.
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•
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You may submit another properly completed proxy card with a later date.
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•
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You may grant a subsequent proxy by telephone or through the internet.
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•
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You may send a timely written notice you are revoking your proxy to Elicio's Secretary at 451 D Street, Suite 501, Boston, MA 02210.
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•
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You may attend the Annual Meeting virtually and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
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•
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"FOR" the election of the nominees for director;
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•
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"FOR" the ratification of the selection of Baker Tilly US, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024; and
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•
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"FOR" the approval, for purposes of complying with Nasdaq Listing Rule 5635(b), the issuance of shares of common stock issuable upon the exercise of certain warrants and upon the conversion of the Convertible Note.
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Name
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Age
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Position
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Robert Connelly
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64
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Chief Executive Officer, President, and Class I Director
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Julian Adams, Ph.D.(3)
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69
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Chair of the Board and Class III Director
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Carol Ashe(1)(2)(3)
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67
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Class III Director
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Yekaterina (Katie) Chudnovsky
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40
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Class I Director
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Allen R. Nissenson, M.D.(1)(2)
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77
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Class I Director
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Robert R. Ruffolo, Jr., Ph.D., FCPP(2)
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74
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Class II Director
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Jay R. Venkatesan, M.D.
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52
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Class III Director
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Karen J. Wilson(1)(3)
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61
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Class II Director
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(1)
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Member of our Audit Committee.
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(2)
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Member of our Compensation Committee.
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(3)
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Member of our Nominating and Corporate Governance Committee.
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Board Diversity Matrix (As of September 11, 2024)
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Total Number of Directors
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8
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Female
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Male
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Part I: Gender Identity
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Directors
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3
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5
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Part II: Demographic Background
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White
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3
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4
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Two of More Races or Ethnicities
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-
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1
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•
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appointing, engaging, compensating, retaining, and overseeing the work of any independent auditor;
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•
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assessing the independence of our independent auditor;
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•
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pre-approving all audit and non-audit services to be performed by our independent auditor;
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•
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reviewing our financial statements and related disclosures;
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•
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reviewing the adequacy and effectiveness of our accounting and financial reporting processes, systems of internal control over financial reporting and disclosure controls and procedures and code of conduct;
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•
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reviewing and discussing with management our overall risk assessment and risk management framework;
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•
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establishing procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls, or auditing matters;
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•
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reviewing and discussing with management and the independent auditor the results of our annual audit, our quarterly financial statements and our publicly filed reports;
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•
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coordinating the evaluation of our financial management personnel;
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•
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consulting with management to establish procedures and internal controls relating to cybersecurity;
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•
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reviewing and approving related person transactions; and
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•
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preparing the audit committee report that the Securities and Exchange Commission (the "SEC") requires in our annual proxy statement.
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*
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Julian Adams, Ph.D. resigned from the Audit Committee in August 2024 and was replaced by Dr. Allen Nissenson.
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•
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reviewing, approving and making recommendations regarding our compensation policies, along with conducting periodic reviews of the adequacy of Elicio's compensation programs;
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•
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reviewing, approving and making recommendations regarding corporate goals and objectives relevant to the compensation of our executive officers (other than our Chief Executive Officer), evaluating the performance of these executive officers in light of those goals and objectives and approving the compensation of these executive officers based on such evaluations;
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•
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retaining, and if need be, replacing any compensation or benefits consultants or other outside experts or advisors the Compensation Committee believes is necessary;
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•
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overseeing compliance of Elicio's equity compensation plans and, subject to stockholder approval, exercising administrative responsibility over such plans, including, reviewing, approving and making recommendations regarding the issuance of stock options and other awards under our stock plans to our executive officers (other than our Chief Executive Officer);
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•
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determining our policies with respect to change of control or "parachute" payments;
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•
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reviewing and making recommendations to our Board of Directors regarding director compensation; and
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•
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reviewing and recommending to our Board of Directors for approval, the compensation of our Chief Executive Officer, conducting this decision making process without the Chief Executive Officer present.
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•
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evaluate the efficacy of Elicio's existing compensation strategy and practices in supporting and reinforcing Elicio's long-term strategic goals;
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•
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assist in refining Elicio's compensation strategy and in developing and implementing an executive compensation program to execute that strategy;
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•
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assist in defining the appropriate market of Elicio's peer companies for executive compensation and practices and in benchmarking our executive compensation program against the peer group each year; and
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•
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assist the Compensation Committee in benchmarking Elicio's director compensation program and practices against those of its peers.
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•
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evaluating and making recommendations to the Board of Directors regarding candidates for directorships and the size and composition of our Board of Directors;
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•
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overseeing our corporate governance policies, including developing and recommending Elicio's Corporate Governance Guidelines to the Board of Directors, and reporting and making recommendations to our Board of Directors concerning governance matters, including, but not limited to our Amended and Restated Certificate of Incorporation, as amended, Amended and Restated Bylaws, and the charters of our other committees;
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•
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overseeing the performance evaluation process of the Board of Directors;
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•
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overseeing Elicio's environmental, social and governance strategy, initiatives and policies;
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•
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overseeing the process for executive officer succession planning (other than the Chief Executive Officer); and
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•
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overseeing and assessing the effectiveness of the relationship between the Board of Directors and Elicio's management.
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Year Ended December 31,
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2023
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2022
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Audit Fees(2)
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$529,000
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$383,957
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Tax Fees(3)
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35,747
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21,000
|
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Other(4)
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-
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-
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Total Fees
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$564,747
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$404,957
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(1)
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Baker Tilly US, LLP served as Former Elicio's auditor for the year ended December 31, 2022 and until the Merger in 2023. Following the Merger, Baker Tilly US, LLP served as Elicio's auditor for the year ended December 31, 2023.
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(2)
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Audit fees are for professional services for the audit of our financial statements, the review of quarterly interim financial statements, and for services that are normally provided by the accountant in connection with other regulatory filings or engagements. Fees for the year ended December 31, 2023 include services associated with the Merger and services rendered for the 2023 audit. Fees for the year ended December 31, 2022 include services associated with our initial public offering and services rendered for the 2022 audit.
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(3)
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Tax fees are for compliance and consultation.
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(4)
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All other fees consist principally of all other permissible work performed by Baker Tilly US, LLP that does not meet the above category descriptions.
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Beneficial Ownership
as of September 11, 2024(1)
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Beneficial Owner
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Number of
Shares
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Percent of
Total
|
||||
5% and Greater Stockholders:
|
||||||
GKCC, LLC(2)
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2,150,639
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19.96%
|
||||
Named Executive Officers and Directors:
|
||||||
Yekaterina (Katie) Chudnovsky(3)
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2,153,331
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19.99%
|
||||
Julian Adams, Ph.D.(4)
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36,956
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*
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Carol Ashe(5)
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10,403
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*
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Robert Connelly(6)
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168,623
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1.57%
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Karen J. Wilson(7)
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8,760
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*
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Robert Ruffolo, Jr., Ph.D.(8)
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11,982
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*
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Allen R. Nissenson, M.D.(9)
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6,889
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*
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||||
Christopher Haqq, M.D., Ph.D.(10)
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96,222
|
*
|
||||
Pete DeMuth, Ph.D.(11)
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63,510
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*
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||||
Jay Venkatesan, M.D.(12)
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530,312
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4.92%
|
||||
Brian Piekos(13)
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23,588
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*
|
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Jennifer Rhodes(14)
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55,042
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*
|
||||
All current executive officers and directors as a group (10 persons)(15)
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3,086,988
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28.65%
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*
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Less than one percent.
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(1)
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This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, Elicio believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 10,774,574 shares outstanding on September 11, 2024, adjusted as required by the rules promulgated by the SEC. Unless otherwise noted below, the address for persons listed in the table is c/o Elicio Therapeutics, Inc. 451 D Street, Boston, Massachusetts 02210.
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(2)
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Includes (i) 1,915,639 shares of our common stock held directly by GKCC, LLC and (ii) 235,000 shares of common stock underlying pre-funded warrants exercisable within 60 days of September 11, 2024. Yekaterina (Katie) Chudnovsky has sole voting and investment control over the shares held by GKCC, LLC and may be deemed to beneficially own such shares.
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(3)
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Consists of (i) 2,692 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 11, 2024, (ii) 1,915,639 shares of common stock held by GKCC, LLC of which Yekaterina (Katie) Chudnovsky has sole voting and investment control over and may be deemed to beneficially own such shares and (iii) 235,000 shares of common stock underlying pre-funded warrants exercisable within 60 days of September 11, 2024 held by GKCC, LLC of which Yekaterina (Katie) Chudnovsky has sole voting and investment control over and may be deemed to beneficially own such shares.
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(4)
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Consists of 36,956 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 11, 2024.
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(5)
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Consists of 10,403 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 11, 2024.
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(6)
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Consists of (i) 46,970 shares of our common stock held directly by Robert Connelly and (ii) 121,653 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 11, 2024.
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(7)
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Consists of (i) 1,871 shares of our common stock held directly by Karen J. Wilson and (ii) 6,889 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 11, 2024.
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(8)
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Consists of 11,982 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 11, 2024.
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(9)
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Consists of 6,889 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 11, 2024.
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(10)
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Consists of (i) 31,981 shares of our common stock held directly by Christopher Haqq, M.D., Ph.D. and (ii) 64,241 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 11, 2024.
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(11)
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Consists of 63,510 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 11, 2024.
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(12)
|
Consists of (i) 129,581 shares of our common stock held directly by Jay R. Venkatesan, M.D., (ii) 953 shares of our common stock held by the Venkatesan Family Trust, (iii) 200,000 shares of common stock issuable upon the exercise of pre-funded warrants exercisable within 60 days of September 11, 2024, and (iv) 199,778 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 11, 2024.
|
(13)
|
Consists of 23,588 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 11, 2024.
|
(14)
|
Consists of (i) 3,039 shares of our common stock held directly by Jennifer Rhodes and (ii) 53,583 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of September 11, 2024.
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(15)
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Consists of the shares described in footnotes 2 through 12 above.
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Name
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Age
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Position(s)
|
||||
Robert Connelly
|
64
|
President, Chief Executive Officer and Director
|
||||
Christopher Haqq, M.D., Ph.D.
|
58
|
Executive Vice President, Head of Research and Development and Chief Medical Officer
|
||||
Pete DeMuth, Ph.D.
|
38
|
Chief Scientific Officer
|
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•
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Robert Connelly, President, Chief Executive Officer and Director;
|
•
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Christopher Haqq, M.D., Ph.D., Executive Vice President, Head of Research and Development and Chief Medical Officer;
|
•
|
Brian Piekos, former Chief Financial Officer and Treasurer;
|
•
|
Jay R. Venkatesan, M.D., former Chief Executive Officer, President, and Chairman of the board of directors of Angion; and
|
•
|
Jennifer J. Rhodes, former Executive Vice President, Chief Business Officer, General Counsel, Chief Compliance Officer and Corporate Secretary.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Option
awards(1)
($)
|
Bonus
Compensation(2)
($)
|
Non-Equity
Incentive Plan
Compensation(3)
($)
|
All other
Compensation(4)
($)
|
Total(5)
($)
|
||||||||||||||
Robert Connelly
President, Chief Executive Officer, and Director(6)
|
2023
|
498,750
|
-
|
-
|
179,550
|
-
|
678,300
|
||||||||||||||
2022
|
475,000
|
572,040
|
-
|
209,000
|
-
|
1,256,040
|
|||||||||||||||
Christopher Haqq, M.D., Ph.D.,
Executive Vice President, Head of Research and Development and Chief Medical Officer(7)
|
2023
|
488,276
|
-
|
-
|
185,545
|
-
|
673,821
|
||||||||||||||
2022
|
465,025
|
511,321
|
-
|
186,010
|
-
|
1,162,356
|
|||||||||||||||
Brian Piekos
former Chief Financial Officer and Treasurer(8)
|
2023
|
273,548
|
501,969
|
-
|
103,238
|
-
|
878,755
|
||||||||||||||
Jay R. Venkatesan, M.D.
former Chief Executive Officer, President, and Chairman of the Angion Board(9)
|
2023
|
243,944
|
22,427
|
608,000
|
-
|
1,554,904
|
2,429,275
|
||||||||||||||
2022
|
608,000
|
898,973
|
-
|
11,876
|
-
|
1,518,849
|
|||||||||||||||
Jennifer J. Rhodes
former Executive Vice President, Chief Business Officer, General Counsel, Chief Compliance Officer and Corporate Secretary(10)
|
2023
|
222,257
|
-
|
440,840
|
-
|
702,762
|
1,365,859
|
||||||||||||||
2022
|
440,840
|
320,613
|
-
|
12,200
|
-
|
773,653
|
|||||||||||||||
(1)
|
Amounts shown represent the aggregate grant date fair value of options granted as calculated in accordance with FASB ASC Topic 718. See Note 2 of the financial statements included in the Form 10-K of the Company for the fiscal year ended December 31, 2023, as originally filed with the SEC on March 29, 2024 (the "Original 10-K") for the assumptions used in calculating this amount.
|
(2)
|
Bonus compensation includes bonuses paid pursuant to the Retention Bonus Plan (as defined below).
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(3)
|
Non-equity incentive plan compensation includes discretionary bonuses based on pre-established performance criteria. For fiscal year 2023, the bonuses were paid in March 2024. Please see the descriptions of the bonuses paid to our Named Executive Officers under "Narrative Disclosure to Summary Compensation Table" below, including target amounts for the discretionary annual bonuses.
|
(4)
|
All other compensation includes severance benefits in the form of cash payments, the Company match under Angion's 401(k) Program, COBRA payments and Board of Director fees. During the year ended December 31, 2023, Dr. Venkatesan received severance payments of $1,474,850, COBRA payments of $56,721 and Board of Directors fees of $23,333. During the year ended December 31, 2023, Jennifer Rhodes received severance payments of $659,565, RSU awards valued at $15,485 and COBRA payments of $27,712.
|
(5)
|
Except as otherwise noted, Named Executive Officers received no compensation other than salaries, bonuses, and stock option awards.
|
(6)
|
Mr. Connelly became Chief Executive Officer, President, and Director of the Company on June 1, 2023, effective as of the effective time of the Merger.
|
(7)
|
Dr. Haqq became Executive Vice President, Head of Research and Development and Chief Medical Officer of the Company on June 1, 2023, effective as of the effective time of the Merger.
|
(8)
|
Mr. Piekos commenced employment with Former Elicio in May 2023 and was Chief Financial Officer and Treasurer of the Company from June 1, 2023 until his resignation, effective September 6, 2024.
|
(9)
|
Dr. Venkatesan was Angion's Chief Executive Officer, President, and Chairman of the Board until June 1, 2023, the effective time of the Merger.
|
(10)
|
Ms. Rhodes was Angion's Executive Vice President, Chief Business Officer, General Counsel, Chief Compliance Officer and Corporate Secretary until June 1, 2023, the effective time of the Merger.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
Option Awards
|
Stock Awards
|
||||||||||||||||||||
Name
|
Vesting
Commencement
Date
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
that
Have
Not
Vested
(#)
|
Market
Value of
Shares
or
Units of
Shares
that
Have
Not
Vested
($)
|
||||||||||||||
Robert Connelly
|
9/8/2020(4)
|
27,150
|
-
|
9.39
|
9/8/2030
|
-
|
-
|
||||||||||||||
11/28/2022(3)
|
53,417
|
94,495
|
3.86
|
11/28/2032
|
-
|
-
|
|||||||||||||||
Jay R. Venkatesan, M.D.
|
5/1/2018(1)
|
93,440
|
-
|
58.89
|
5/1/2028
|
-
|
-
|
||||||||||||||
6/18/2020(1)
|
12,446
|
-
|
77.71
|
6/17/2030
|
-
|
-
|
|||||||||||||||
2/5/2021(1)
|
17,892
|
-
|
160.00
|
2/4/2031
|
-
|
-
|
|||||||||||||||
3/4/2022(1)
|
76,000
|
-
|
19.40
|
3/3/2032
|
-
|
-
|
|||||||||||||||
12/28/2023(5)
|
-
|
4,100
|
8.26
|
12/28/2033
|
-
|
-
|
|||||||||||||||
Christopher Haqq
|
3/31/2022(2)
|
-
|
3,620
|
13.81
|
3/31/2032
|
-
|
-
|
||||||||||||||
11/28/2022(3)
|
36,075
|
63,816
|
3.86
|
11/28/2032
|
-
|
-
|
|||||||||||||||
Brian Piekos
|
6/1/2023(2)
|
-
|
75,484
|
10.00
|
6/1/2033
|
-
|
-
|
||||||||||||||
Jennifer Rhodes
|
2/14/2020(1)
|
11,668
|
-
|
95.13
|
2/13/2030
|
-
|
-
|
||||||||||||||
6/18/2020(1)
|
5,834
|
-
|
77.71
|
6/17/2030
|
-
|
-
|
|||||||||||||||
2/5/2021(1)
|
7,001
|
-
|
160.00
|
2/4/2031
|
-
|
-
|
|||||||||||||||
3/4/2022(1)
|
27,500
|
-
|
19.90
|
3/3/2032
|
-
|
-
|
|||||||||||||||
(1)
|
The stock option vested in full at the effective time of the Merger pursuant to the Retention Bonus Plan.
|
(2)
|
The stock option vests as to 25% of the shares on the first anniversary of the vesting commencement date and thereafter 1/36th of the shares subject to the award on each monthly anniversary of the vesting commencement date, subject to the holder's continued service to Elicio through each vesting date.
|
TABLE OF CONTENTS
(3)
|
The stock option vests as to 1/36th of the shares subject to the award on each monthly anniversary of the vesting commencement date, subject to the holder's continued service to Elicio through each vesting date.
|
(4)
|
The stock option vested upon the Company submitting an Investigational New Drug Application to the Food and Drug Administration for any of the Company's Amphiphile vaccine candidates prior to December 31, 2020.
|
(5)
|
The stock option vests on the earlier of the one-year anniversary of the grant date and the next annual meeting of the Company's stockholders after the grant date, subject to the holder's continued service to Elicio through the vesting date.
|
•
|
Each non-employee director will receive an annual cash retainer in the amount of $40,000 per year.
|
•
|
The Non-Executive Chairperson will receive an additional annual cash retainer in the amount of $35,000 per year.
|
•
|
The chairperson of the Audit Committee will receive additional annual cash compensation in the amount of $15,000 per year for such chairperson's service on the Audit Committee. Each non-chairperson member of the audit committee will receive additional annual cash compensation in the amount of $7,500 per year for such member's service on the Audit Committee.
|
TABLE OF CONTENTS
•
|
The chairperson of the Compensation Committee will receive additional annual cash compensation in the amount of $10,000 per year for such chairperson's service on the Compensation Committee. Each non-chairperson member of the Compensation Committee will receive additional annual cash compensation in the amount of $5,000 per year for such member's service on the Compensation Committee.
|
•
|
The chairperson of the Nominating and Corporate Governance Committee will receive additional annual cash compensation in the amount of $8,000 per year for such chairperson's service on the Nominating and Corporate Governance Committee. Each non-chairperson member of the Nominating and Corporate Governance Committee will receive additional annual cash compensation in the amount of $5,000 per year for such member's service on the Nominating and Corporate Governance Committee.
|
Name
|
Fees Earned
or Paid
in Cash
($)
|
Option
Awards(1)
($)
|
Total(2)
($)
|
||||||
Julian Adams, Ph.D.(3)
|
73,625
|
22,427
|
96,052
|
||||||
Carol Ashe(4)
|
49,167
|
22,427
|
71,594
|
||||||
Allen Nissenson, M.D.(5)
|
52,520
|
38,702
|
91,222
|
||||||
Yekaterina (Katie) Chudnovsky(6)
|
26,250
|
22,427
|
48,677
|
||||||
Robert R. Ruffolo, Jr., Ph.D.(7)
|
40,833
|
22,427
|
63,260
|
||||||
Karen Wilson(8)
|
62,321
|
38,702
|
101,023
|
||||||
Jay Venkatesan, M.D.(9)
|
23,333
|
22,427
|
45,760
|
||||||
Assaf Segal(10)
|
11,875
|
0
|
11,875
|
||||||
Victor F. Ganzi(11)
|
32,575
|
0
|
32,575
|
||||||
Gilbert S. Omenn, M.D., Ph.D.(12)
|
25,429
|
0
|
25,429
|
||||||
(1)
|
Amounts shown represent the aggregate grant date fair value of options granted during fiscal year 2023 as calculated in accordance with FASB ASC Topic 718. See Note 2 of the financial statements included in the Original 10-K for the assumptions used in calculating this amount.
|
(2)
|
Non-employee directors only received cash fees and stock awards as compensation for their service on the Board of Directors.
|
(3)
|
As of December 31, 2023, Dr. Adams held options to purchase 55,416 shares of our common stock, of which options to purchase 24,627 shares were vested.
|
(4)
|
As of December 31, 2023, Ms. Ashe held options to purchase 19,009 shares of our common stock, of which options to purchase 6,106 shares were vested.
|
(5)
|
As of December 31, 2023, Dr. Nissenson held options to purchase 10,989 shares of our common stock, of which options to purchase 6,889 shares were vested.
|
TABLE OF CONTENTS
(6)
|
As of December 31, 2023, Ms. Chudnovsky held options to purchase 8,625 shares of our common stock, of which options to purchase 1,134 shares were vested.
|
(7)
|
As of December 31, 2023, Dr. Ruffolo held options to purchase 21,178 shares of our common stock, of which options to purchase 7,186 shares were vested.
|
(8)
|
As of December 31, 2023, Ms. Wilson held options to purchase 10,989 shares of our common stock, of which options to purchase 6,889 shares were vested.
|
(9)
|
Dr. Venkatesan served as Angion's President, Chief Executive Officer and Chairman of the Board for part of fiscal year 2023; as such, his compensation earned as a non-employee director is described in the "Summary Compensation Table" above.
|
(10)
|
Mr. Segal resigned from the Board on August 28, 2023. As of December 31, 2023, Mr. Segal held no options to purchase shares of our common stock.
|
(11)
|
Mr. Ganzi resigned from the Board as of the effective time of the Merger. As of December 31, 2023, Mr. Ganzi held options to purchase 6,889 shares of our common stock, of which options to purchase 6,889 shares were vested.
|
(12)
|
Dr. Omenn resigned from the Board as of the effective time of the Merger. As of December 31, 2023, Dr. Omenn held options to purchase 6,889 shares of our common stock, of which options to purchase 6,889 shares were vested.
|
TABLE OF CONTENTS
(a)
|
(b)
|
(c)
|
|||||||
Plan Category
|
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
||||||
Equity compensation plans approved by security holders(1)
|
411,015
|
$53.20
|
540,171
|
||||||
Equity compensation plans not approved by security holders(2)
|
894,909
|
$6.45
|
153,243
|
||||||
Total
|
1,305,924
|
$21.27
|
693,414
|
||||||
(1)
|
These plans consist of the 2021 Plan, the Second Amended and Restated 2015 Equity Incentive Plan and the 2021 Employee Stock Purchase Plan (the "ESPP"). The 2021 Plan contains an "evergreen" provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year equal to the lesser of (i) 5% of the number of shares of common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year, or (ii) if our Board acts prior to the first day of the fiscal year, such lesser amount that our Board determines for purposes of the annual increase of the fiscal year. As of January 1, 2024, the 2021 Plan was increased by 480,282 shares pursuant to such evergreen provision. The ESPP contains an "evergreen" provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year equal to the lesser of (i) 1% of the number of shares of common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year, or (ii) if our Board acts prior to the first day of the fiscal year, such lesser amount that our Board determines for purposes of the annual increase of the fiscal year. As of January 1, 2024, the ESPP was increased by 1% of share outstanding shares as of January 1, 2023 pursuant to such evergreen provision.
|
(2)
|
These plans consist of the Former Elicio 2022 Equity Incentive Plan, as amended, the former Elicio 2012 Equity Incentive Plan, as amended, and inducement stock options granted pursuant to Nasdaq Rule 5635(c)(4). In connection with the commencement of his employment with us on June 1, 2023, Mr. Piekos received a grant of non-qualified stock options to purchase 75,484 shares of common stock as an inducement award material to Mr. Piekos entering into employment with us pursuant to Nasdaq Rule 5635(c)(4). In August 2023, we granted an aggregate of 72,980 inducement stock options to two additional employees, as an inducement material to each employee entering into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4). In connection with the Merger, the Company assumed the Former Elicio 2022 Equity Incentive Plan and the former Elicio 2012 Equity Incentive Plan (the "Former Elicio Plans") and all stock options issued and outstanding under the Former Elicio Plans. Each outstanding and unexercised option to purchase Former Elicio common stock was adjusted with such Company stock options henceforth representing the right to purchase a number of shares of the Company's common stock based on the Merger exchange ratio of 0.0181. Any restriction on the exercise of any Former Elicio stock options assumed by the Company will continue in full force and effect and the term, exercisability, vesting schedule, accelerated vesting provisions, and any other provisions of such Former Elicio stock option will otherwise remain unchanged; provided, however, that Elicio's Board of Directors or a committee thereof will assume the responsibility and the authority of Former Elicio's Board of Directors or any committee thereof with respect to each Former Elicio stock option assumed by the Company. See Note 8 of the financial statements included in the Original 10-K for descriptions of each of the equity plans.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
By Order of the Board of Directors
|
|||
/s/ Megan C. Filoon
|
|||
Megan C. Filoon
Secretary
|
|||
September 27, 2024
|
|||
TABLE OF CONTENTS
TABLE OF CONTENTS