SecProbe.io

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 Document ELICIO THERAPEUTICS, INC. 451 D Street, 5 th Floor Boston, MA 02210 March 12, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Elicio Therapeutics, Inc. Registration Statement on Form S-3, as amended Filed March 12, 2026 File No. 333-293861 (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Elicio Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date and time of the above-referenced Registration Statement to Monday, March 16, 2026, at 9:00 a.m., Eastern Time, or as soon as thereafter practicable. The cooperation of the staff in meeting the timetable described above is very much appreciated. Please contact Daniel A. Bagliebter of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6856 with any questions regarding this request. Very truly yours, ELICIO THERAPEUTICS, INC. /s/ Robert Connelly Robert Connelly President and Chief Executive Officer cc: Elicio Therapeutics, Inc. Megan Filoon

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 6, 2026

Robert Connelly
President & Chief Executive Officer
Elicio Therapeutics, Inc.
451 D Street, 5th Floor
Boston, MA 02210

 Re: Elicio Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed February 27, 2026
 File No. 333-293861
Dear Robert Connelly:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Daniel Bagliebter, Esq.
</TEXT>
</DOCUMENT>

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 Document ELICIO THERAPEUTICS, INC. 451 D Street, 5 th Floor Boston, MA 02210 December 1, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: Elicio Therapeutics, Inc. Registration Statement on Form S-3 Filed November 13, 2025 File No. 333-291515 (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Elicio Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date and time of the above-referenced Registration Statement to Wednesday, December 3, 2025, at 4:00 p.m., Eastern Time, or as soon as thereafter practicable. The cooperation of the staff in meeting the timetable described above is very much appreciated. Please contact Daniel A. Bagliebter of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6856 with any questions regarding this request. Very truly yours, ELICIO THERAPEUTICS, INC. /s/ Robert Connelly Robert Connelly Chief Executive Officer cc: Elicio Therapeutics, Inc. Megan Filoon

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elicio-sx3accelerationre

ELICIO THERAPEUTICS, INC.  451 D Street, 5th Floor  Boston, MA 02210  November 18, 2024  VIA EDGAR  U.S. Securities and Exchange Commission  Division of Corporation Finance  100 F Street, N.E.  Washington, D.C. 20549  Attention: Tim Buchmiller  Re: Elicio Therapeutics, Inc.  Registration Statement on Form S-3  Filed November 13, 2024  File No. 333-283199 (the “Registration Statement”)  Acceleration Request  Ladies and Gentlemen:  In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as  amended, Elicio Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the  Securities and Exchange Commission accelerate the effective date and time of the above- referenced Registration Statement to Wednesday, November 20, 2024, at 4:00 p.m., Eastern Time,  or as soon as thereafter practicable.  The cooperation of the staff in meeting the timetable described above is very much appreciated.  Please contact Daniel A. Bagliebter of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,  counsel to the Registrant, at (212) 692-6856 with any questions regarding this request.  Very truly yours,  ELICIO THERAPEUTICS, INC.  /s/ Robert Connelly   Robert Connelly  Chief Executive Officer    cc: Elicio Therapeutics, Inc.  Megan Filoon

November 15, 2024
Robert Connelly
President & Chief Executive Officer
Elicio Therapeutics, Inc.
451 D Street, 5th Floor
Boston, MA 02210
Re:Elicio Therapeutics, Inc.
Registration Statement on Form S-3
Filed November 13, 2024
File No. 333-283199
Dear Robert Connelly:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:William C. Hicks, Esq.

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    ELICIO THERAPEUTICS, INC.

    451 D Street, 5th Floor

    Boston, MA 02210

    June 10, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Jessica Dickerson and Laura Crotty, Office of Life Sciences

    Re:         Elicio Therapeutics, Inc.

    Amendment No. 1 to Registration Statement on Form S-3

    Filed June 3, 2024

    File No. 333-278373 (the “Registration Statement”)

    Acceleration Request

    Ladies and Gentlemen:

    In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Elicio Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the
      effective date and time of the above-referenced Registration Statement to Tuesday, June 11, 2024, at 4:00 p.m., Eastern Time, or as soon as thereafter practicable.

    The cooperation of the staff in meeting the timetable described above is very much appreciated.

    Please contact Daniel Bagliebter of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6856 with any questions regarding this request.

            Very truly yours,

            ELICIO THERAPEUTICS, INC.

            /s/ Robert Connelly

            Robert Connelly

            Chief Executive Officer

          cc:

            Elicio Therapeutics, Inc.

    Megan Filoon

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    William C. Hicks

    Daniel Bagliebter

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    ELICIO THERAPEUTICS, INC.

    451 D Street, 5th Floor

    Boston, MA 02210

    June 7, 2024

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Jessica Dickerson, Office of Life Sciences

            Re:

            Elicio Therapeutics, Inc.

            Registration Statement on Form S-3

            Filed June 3, 2024

            File No. 333-279925 (the “Registration Statement”)

            Acceleration Request

    Ladies and Gentlemen:

    In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Elicio Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the
      effective date and time of the above-referenced Registration Statement to Tuesday, June 11, 2024, at 4:00 p.m., Eastern Time, or as soon as thereafter practicable.

    The cooperation of the staff in meeting the timetable described above is very much appreciated.

    Please contact Daniel Bagliebter of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6856 with any questions regarding this request.

            Very truly yours,

            ELICIO THERAPEUTICS, INC.

          /s/ Robert Connelly

            Robert Connelly

            Chief Executive Officer

            cc:

            Elicio Therapeutics, Inc.

            Megan Filoon

            Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

            William C. Hicks

            Daniel Bagliebter

United States securities and exchange commission logo
June 6, 2024
Robert Connelly
President & Chief Executive Officer
Elicio Therapeutics, Inc.
451 D Street
5th Floor
Boston, MA 02210
Re:Elicio Therapeutics, Inc.
Registration Statement on Form S-3
Filed June 3, 2024
File No. 333-279925
Dear Robert Connelly:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel A. Bagliebter, Esq.

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            919 Third Avenue

            New York, NY 10022

            212 935 3000

            mintz.com

    June 3, 2024

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E. Washington, D.C. 20549

    Attention: Jessica Dickerson and Laura Crotty, Office of Life Sciences

            Re:

            Elicio Therapeutics, Inc.

            Registration Statement on Form S-3

            Filed March 29, 2024

            File No. 333-278373

    Ladies and Gentlemen:

    We are submitting this letter on behalf of Elicio Therapeutics, Inc. (the “Company”) in response to a comment from the staff (the “Staff”) of
      the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated April 10, 2024 (the “Comment Letter”) from the Division of Corporation Finance,
      Office of Life Sciences, to Robert Connelly, President and Chief Executive Officer of the Company, relating to the above-referenced registration statement.  In conjunction with this letter, the Company is filing its Pre-Effective Amendment No. 1 to
      its registration statement on Form S-3.

    For reference, we have set forth below in italics the Staff’s comment from the Comment Letter and have keyed the Company’s response to the numbering of the comment and the heading used in the Comment Letter.  The response
      is based on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company.

    Registration Statement on Form S-3

    General

    Comment 1:   We note that on June 1, 2023, Angion Biomedica Corp.  completed its merger with Elicio Therapeutics, Inc.  Based on your public filings, we also note that the business
        of the combined company is the business of Elicio.  We further note that Angion suspended its clinical development activities in July 2022 (prior to the merger), Angion was entitled to dispose of all of its assets in existence on the date of the
        merger agreement to one or more third parties prior to or substantially concurrently with the closing of the merger, and the assets Elicio acquired from Angion consisted largely of cash and cash equivalents, with any remaining in-process research
        and development assets being “de minimis.” Given these circumstances, please tell us your basis for registering this transaction on Form S-3.  Refer to the definition of shell company in Securities Act Rule 405.  Refer also to footnote 943 in the
        “Shell Company Business Combinations and the Securities Act of 1933” section of Securities Act Release No.  33-11265 (Jan. 24, 2024), as well as Question 115.18 of the Securities Act Forms Compliance and Disclosure Interpretations, available on our
        website.  Alternatively, please amend your registration statement to register the proposed transaction on Form S-1.

              BOSTON    LOS ANGELES    MIAMI    NEW YORK    SAN DIEGO    SAN FRANCISCO    TORONTO    WASHINGTON

              MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

            MINTZ

            June 3, 2024

            Page 2

    Response 1:

    The Company acknowledges your comment and has filed its Pre-Effective Amendment No. 1 to its registration statement on Form S-3 on June 3, 2024, which is 12 calendar months following the business
      combination between Angion Biomedica Corp. and the Company (the “Business Combination”). During such 12-calendar month-period following the Business Combination, the Company complied with its reporting
      obligations pursuant to the Securities and Exchange Act of 1934, as amended, in order to satisfy General Instruction I.A.3 of Form S-3.

    We hope that the above response will be acceptable to the Staff.  Please do not hesitate to call me at (212) 692-6856 with any comments or questions regarding the proposed disclosure.  We thank you
      for your time and attention.

            Sincerely,

            /s/ Dan Bagliebter

            Dan Bagliebter

            cc:

            Elicio Therapeutics, Inc.

            Robert Connelly

            Megan Filoon

            Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

            William C. Hicks

United States securities and exchange commission logo
April 10, 2024
Robert Connelly
President & Chief Executive Officer
Elicio Therapeutics, Inc.
451 D Street
5th Floor
Boston, MA 02210
Re:Elicio Therapeutics, Inc.
Registration Statement on Form S-3
Filed March 29, 2024
File No. 333-278373
Dear Robert Connelly:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed March 29, 2024
General
1.We note that on June 1, 2023, Angion Biomedica Corp. completed its merger with Elicio
Therapeutics, Inc. Based on your public filings, we also note that the business of the
combined company is the business of Elicio. We further note that Angion suspended its
clinical development activities in July 2022 (prior to the merger), Angion was entitled to
dispose of all of its assets in existence on the date of the merger agreement to one or more
third parties prior to or substantially concurrently with the closing of the merger, and the
assets Elicio acquired from Angion consisted largely of cash and cash equivalents, with
any remaining in-process research and development assets being “de minimis.” Given
these circumstances, please tell us your basis for registering this transaction on Form S-3.
Refer to the definition of shell company in Securities Act Rule 405. Refer also to footnote
943 in the “Shell Company Business Combinations and the Securities Act of 1933”

 FirstName LastNameRobert Connelly
 Comapany NameElicio Therapeutics, Inc.
 April 10, 2024 Page 2
 FirstName LastName
Robert Connelly
Elicio Therapeutics, Inc.
April 10, 2024
Page 2
section of Securities Act Release No. 33-11265 (Jan. 24, 2024), as well as Question
115.18 of the Securities Act Forms Compliance and Disclosure Interpretations, available
on our website. Alternatively, please amend your registration statement to register the
proposed transaction on Form S-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jessica Dickerson at 202-551-8013 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Bagliebter, Esq.

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    Angion Biomedica Corp.

    7-57 Wells Ave.

    Newton, Massachusetts 02459

    April 26, 2023

    Via Edgar

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

          Attn:

            Jimmy McNamara

              Tim Buchmiler

              Christine Torney

              Lynn Dicker

          Re:

            Angion Biomedica Corp.

              Registration Statement on Form S-4 (File No. 333-269741)

    Dear Mr. McNamara:

    This letter is sent on behalf of Angion Biomedica Corp. (the “Company”) in connection with the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities
      and Exchange Commission (the “Commission”) by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 461 promulgated under the Securities Act, the Company hereby requests that the
      effective date of the Registration Statement be accelerated to 4:00 p.m., Eastern Time, on April 28, 2023, or as soon thereafter as practicable.

    Please contact Anitha Anne of Cooley LLP, at (415) 693 2250, with any questions you may have concerning this request. In addition, please notify Ms. Anne when the request for acceleration has been granted.

            Sincerely,

            Angion Biomedica Corp.

            By:

            /s/ Jay R. Venkatesan

            Name:

            Jay R. Venkatesan, M.D.

            Title:

            President and Chief Executive Officer

          cc:

            Jennifer Rhodes, Angion Biomedica Corp.

              Robert Connelly, Elicio Therapeutics,  Inc.

              Kenneth Guernsey, Cooley LLP

              Brett D. White, Cooley LLP

              Anitha Anne, Cooley LLP

              Daniel A. Bagliebter, Mintz Levin Cohn Ferris, Glovsky & Popeo, P.C.

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      Anitha Anne

      T: +1 415 693 2250

      aanne@cooley.com

    April 21, 2023

    U.S. Securities and Exchange Commission

      Division of Corporation finance

      Office of Life Sciences

      100 F Street N.E.

      Washington, D.C.  20549

              Attention:

              Jimmy McNamara

              Tim Buchmiler

              Christine Torney

              Lynn Dicker

          Re:

            Angion Biomedica Corp.

              Amendment No. 2 to Registration Statement on Form S-4

              Filed April 13, 2023

              File No. 333-269741

    Ladies and Gentlemen:

    We set forth below the response of Angion Biomedica Corp. (“Angion” or the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)

      in its letter dated April 20, 2023 (the “Comment Letter”) with respect to the Company’s Amendment No. 2 to Registration Statement on Form S-4, File No. 333-269741, filed with the Commission
      on April 13, 2023 (the “Registration Statement”).

    Angion has filed today Amendment No. 3 to the Registration Statement (“Amendment No. 3”) together with this letter
      via EDGAR correspondence. For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter in italicized type,
      and which is followed by the Company’s response. Unless otherwise indicated, all page references in the responses set forth below are to the pages of Amendment No. 3.

    Capitalized terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 3.

      Cooley LLP   3 Embarcadero Center   20th Floor   San Francisco, CA   94111-4004

        t: +1 415 693 2000  f: +1 415 693 2222  cooley.com

      U.S. Securities and Exchange Commission

          April 21, 2023

          Page Two

    Amendment No. 2 to Registration Statement on Form S-4 Risk Factors – Angion or Elicio may waive one or more of the conditions to the Merger – page 25

              1.

              We note from your response to comment 1 that the Nasdaq listing is material and, if delisted, the combined company could attempt to have its securities quoted on an over- the-counter market and, if it decides that it is in the best interest to do so, may reapply at the appropriate time to have
                  its securities listed on an exchange. Please further revise your disclosure to address these possibilities and attendant risks.

    Response: In response to the Staff’s comment, the
        Company has revised its disclosure on pages 25 and 26 of Amendment No. 3.

    Exhibit 99.10, page II-6

              2.

              We note the undated proxy card filed as exhibit 99.10. In your next amendment please mark your form of proxy card as preliminary. In addition, please do not file the form of proxy as an exhibit to the registration statement. Refer to Note to paragraph (a)(3) of Exchange Act Rule 14a-4.

    Response:  The Company respectfully acknowledges
        the Staff’s comment and advises the Staff that, in response to the Staff’s comment, it has revised Amendment No. 3 to indicate that the proxy card is preliminary and to append it to the prospectus included in Amendment No. 3 instead of filing it as
        an exhibit.

      Cooley LLP   3 Embarcadero Center   20th Floor   San Francisco, CA   94111-4004

        t: +1 415 693 2000  f: +1 415 693 2222  cooley.com

    U.S. Securities and Exchange Commission

      April 21, 2023

      Page Three

    Please contact me at (415) 693 2250 with any questions or further comments regarding our responses to the Staff’s comments.

            Sincerely,

                /s/ Anitha Anne

            Anitha Anne

          cc:

            Jay Venkatesan, Angion Biomedica Corp.

            Jennifer Rhodes, Angion Biomedica Corp.

            Robert Connelly, Elicio Therapeutics,  Inc.

            Kenneth Guernsey, Cooley LLP

            Brett D. White, Cooley LLP

            Daniel A. Bagliebter, Mintz Levin Cohn Ferris, Glovsky & Popeo, P.C.

      Cooley LLP   3 Embarcadero Center   20th Floor   San Francisco, CA   94111-4004

        t: +1 415 693 2000  f: +1 415 693 2222  cooley.com

United States securities and exchange commission logo
April 20, 2023
Jennifer J. Rhodes, Esq.
General Counsel
Angion Biomedica Corp.
7-57 Wells Avenue
Newton, Massachusetts 02459
Re:Angion Biomedica Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed April 13, 2023
File No. 333-269741
Dear Jennifer J. Rhodes:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 7, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Risk Factors
Angion or Elicio may waive one or more of the conditions to the Merger..., page 25
1.We note from your response to comment 1 that the Nasdaq listing is material and, if
delisted, the combined company could attempt to have its securities quoted on an over-
the-counter market and, if it decides that it is in the best interest to do so, may reapply at
the appropriate time to have its securities listed on an exchange.  Please further revise
your disclosure to address these possibilities and attendant risks.
Exhibit 99.10, page II-6
2.We note the undated proxy card filed as exhibit 99.10.  In your next amendment please

 FirstName LastNameJennifer J. Rhodes, Esq.
 Comapany NameAngion Biomedica Corp.
 April 20, 2023 Page 2
 FirstName LastName
Jennifer J. Rhodes, Esq.
Angion Biomedica Corp.
April 20, 2023
Page 2
mark your form of proxy card as preliminary.  In addition, please do not file the form of
proxy as an exhibit to the registration statement.  Refer to Note to paragraph (a)(3) of
Exchange Act Rule 14a-4.
            You may contact Christine Torney at 202-551-3652 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brett D. White, Esq.

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      Brett D. White

      T: +1 650 843 5191

      whitebd@cooley.com

    April 13, 2023

    U.S. Securities and Exchange Commission

    Division of Corporation finance

    Office of Life Sciences

    100 F Street N.E.

    Washington, D.C.  20549

              Attention:

              Jimmy McNamara

              Tim Buchmiler

              Christine Torney

                Lynn Dicker

          Re:

            Angion Biomedica Corp.

            Amendment No. 1 to Registration Statement on Form S-4

            Filed March 29, 2023

            File No. 333-269741

    Ladies and Gentlemen:

    We set forth below the response of Angion Biomedica Corp. (“Angion” or the “Company”) to the
      comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated April 7,
      2023 (the “Comment Letter”) with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-4, File No. 333-269741, filed with the Commission on March 29, 2023 (the “Amendment to Registration Statement”).

    Angion has filed today Amendment No. 2 to the Registration Statement (“Amendment No. 2”) together with this letter via EDGAR correspondence. For the
      convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter in italicized type, and which is followed by the
      Company’s response. Unless otherwise indicated, all page references in the responses set forth below are to the pages of Amendment No. 2.

    Capitalized terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 2.

      Cooley LLP3175 Hanover Street   Palo Alto, CA   94304-1130

        t: +1 650 843 5000  f: +1 650 849 7400cooley.com

      U.S. Securities and Exchange Commission

      April 13, 2023

      Page Two

    Amendment No. 1 to Registration Statement on Form S-4 Nasdaq Stock Market Listing, page 18

              1.

              We note your revised disclosure in response to comment 3 that Nasdaq listing is a closing condition that could be waived by the parties without recirculation or
                  resolicitation. Please provide us with your analysis as to why recirculation or resolicitation would not be required if this condition was to be waived. Please include in your analysis why the stockholders of Angion and Elicio would not
                  view the listing on Nasdaq as a material part of their voting or investment decision.

    Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that, in response to the Staff’s comment, it has revised the
      disclosure on pages 3 and 25 of Amendment #2 to clarify that in the event of a waiver of any waivable condition to the Merger, including the condition with respect to the Nadsaq listing, the Angion Board will evaluate the materiality of any such
      waiver to determine whether recirculation or resolicitation would be required, and that Angion or Elicio may waive one or more of the waivable conditions to the Merger (including the Nasdaq listing closing condition) without recirculation of the
      proxy statement/prospectus/information statement or resoliciting stockholder approval.

    The proxy statement/prospectus/information statement is contemplated to be delivered to the Angion and Elicio stockholders for their respective consideration of certain proposals to, among other
      things, at the closing of the Merger, for Angion’s cash and cash equivalents to finance the operations of, and invest in the development of, Elicio’s assets (including its pipeline of product candidates). If such funds are not provided on the
      anticipated timeline, and in the event the Merger is delayed, it is possible that Angion and Elicio would be forced to terminate the Merger Agreement and wind down or search for a new merger partner, each of which would decrease stockholder value and
      be a significant drain on resources, as is disclosed throughout the proxy statement/prospectus/information statement.  Recirculation and resolicitation would significantly delay the closing of the Merger and divert the attention of Angion and Elicio
      management from the operations of their respective businesses.  Given these potential risks and considerations, the Angion Board needs to be able to exercise its business judgment and have discretion to waive the condition as permitted under the
      Merger Agreement and disclosed in proxy statement/prospectus/information statement.

    While the Nasdaq listing requirement is material, the Angion Board needs to be able weigh the benefits of the Nasdaq listing requirement against the consequences of a failed or delayed transaction as
      a result of recirculation or resolicitation.  Further, the combined company has options available if Nasdaq notifies it of Nasdaq’s determination to delist the combined company’s securities. The combined company may, following the Merger, appeal the
      determination to a hearings panel, which will stay the delisting action pending a panel decision.  Additionally, if delisted, the combined company can still have publicly traded securities on an over-the-counter market and, if it decides that it is
      in its best interest to do so, may reapply at the appropriate time to have its securities listed on Nasdaq or apply to be listed on the New York Stock Exchange.

      Cooley LLP3175 Hanover Street   Palo Alto, CA   94304-1130

        t: +1 650 843 5000  f: +1 650 849 7400cooley.com

      U.S. Securities and Exchange Commission

      April 13, 2023

      Page Three

    Given the Angion Board’s discretion and the alternatives available to the combined company if its securities were to be delisted from Nasdaq, the Company respectfully advises the Staff that the
      Company does not believe that recirculation or resolicitation should be required if this condition was to be waived.

    Opinion of Angion’s Financial Advisor, page 114

              2.

              We note your response to comment 7 and re-issue in part. For the disclosure under “Selected Public Companies Analysis” and “Selected Precedent Initial Public Offering Analysis,” please revise to describe in more detail the underlying methodology and selection criteria used for selecting the companies listed for comparison purposes, including the general characteristics of the
                  selected companies and how those companies compared to Elicio. To the extent that the analyses did not consider the number of product candidates in the pipeline and total addressable market, please address that in the disclosure.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 115 and 116 of Amendment No. 2.

    Description of Elicio’s Business, page 187

              3.

              We note your response to comment 14 and re-issue in part. Please disclose if there are any rules or procedures governing the scientific advisory board, and how members of
                  this board are compensated in general terms.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on page 189 of Amendment No. 2.

    Elicio’s Pipeline, page 189

              4.

              We note your responses to comments 15 and 16. Given the uncertainty of the trial design for the two product candidates with undetermined indications, please provide us with a
                  response that explains why these programs are sufficiently material to Elicio’s business to warrant inclusion in the pipeline table at this time or revise your table as appropriate.

    Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it strongly believes that ELI-007 and ELI-008 are sufficiently material to Elicio’s business to warrant inclusion in
        the pipeline table and has provided a detailed analysis below.

    As background, the Company would like to remind the Staff that one of Elicio’s key strategy is to develop lymph node targeted therapeutic cancer vaccines and continue to identify additional biologically validated but
        hard-to-drug targets that can be “activated” through lymph node engagement.  Elicio’s core business is the development of therapeutic cancer vaccines. ELI-002, its lead clinical program, is designed to stimulate an immune response against the KRAS
        mutations driving 25% of solid tumors. Elicio is developing additional lymph node targeted therapeutic cancer vaccines using a similar approach to ELI-002, including ELI-007 for use in the treatment of mutant (v-raf murine sarcoma viral oncogene
        homolog B1) BRAF-driven cancers and ELI-008 for use in the treatment of mutated Tumor protein p53 (TP53) expressing cancers.

    Notably, the FDA considers ELI-002, ELI-007 and ELI-008 to be distinct product candidates.  In addition, based, among other things, on discussions with Elicio’s stockholders, Elicio believes it is significant and material to
        stockholders to indicate which programs will follow ELI-002 into the clinic.  Further, as indicated in the Registration Statement on page 207, funding for the initial development of ELI-007 and ELI-008 has been provided by separate grants from The
        Gastro-Intestinal Research Foundation and the receipt of this funding was previously announced in a press release by Elicio on September 20, 2022.

    After
      careful consideration of the foregoing, the Company strongly believes that ELI-007 and ELI-008 are sufficiently material to Elicio’s business to warrant inclusion in the pipeline table.

      Cooley LLP3175 Hanover Street   Palo Alto, CA   94304-1130

        t: +1 650 843 5000  f: +1 650 849 7400cooley.com

      U.S. Securities and Exchange Commission

      April 13, 2023

      Page Four

    The results of Elicio’s preclinical studies have provided evidence of ELI-002 activity against KRAS mutations, page 195

              5.

              We note your response to comment 20 and re-issue. While we note your disclosure that 5 mice were dosed, please specify whether the observed elimination rate was statistically
                  significant. As requested by our prior comment, please also provide disclosure, if accurate, that Elicio has not generated preclinical data indicating cytotoxic activity against solid tumors in such models, clarify the extent to which the
                  results described in this section may not be applicable to solid tumors in humans and indicate whether immunosuppressive effects were studied or observed in the pre-clinical models.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on page 197 of Amendment No. 2.

    ELI-004: Elicio’s Universal Adjuvant, page 204

              6.

              We note your response to comment 22 and re-issue. With a view towards disclosure, please tell us whether serious adverse events were observed in relation to ELI-004. If so,
                  please also specify the number and the types of such serious adverse events.

    Response: The Company respectfully advises the Staff that there was an unintentional drafting error on page 197 of the initial Registration Statement which referenced “few serious adverse events.”  The Company
        respectfully advises the Staff that no serious adverse events have been observed with respect to Elicio’s ELI-004 product candidate.

    Future Cash Needs and Funding Requirements, page 242

              7.

              We note your response to comment 24 and re-issue. We note your disclosure on page 243 regarding ongoing clinical trials, including the Phase 2 clinical trial of ANG-3070 in
                  patients with PPKD. However, we note your disclosure on page 180 that Angion suspended the advancement of ANG-3070 in clinical studies. Please revise to reconcile your disclosure.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on page 244 of Amendment No. 2.

      Cooley LLP3175 Hanover Street   Palo Alto, CA   94304-1130

        t: +1 650 843 5000  f: +1 650 849 7400cooley.com

      U.S. Securities and Exchange Commission

      April 13, 2023

      Page Five

    Please contact me at (650) 843 5191 with any questions or further comments regarding our responses to the Staff’s comments.

            Sincerely,

            Brett D. White

            cc:          Jay Venkatesan, Angion Biomedica Corp.

            Jennifer Rhodes, Angion Biomedica Corp.

            Robert Connelly, Elicio Therapeutics,  Inc.

            Kenneth Guernsey, Cooley LLP

            Daniel A. Bagliebter, Mintz Levin Cohn Ferris, Glovsky & Popeo, P.C.

      Cooley LLP3175 Hanover Street   Palo Alto, CA   94304-1130

        t: +1 650 843 5000  f: +1 650 849 7400cooley.com

United States securities and exchange commission logo
April 7, 2023
Jennifer J. Rhodes, Esq.
General Counsel
Angion Biomedica Corp.
7-57 Wells Avenue
Newton, Massachusetts 02459
Re:Angion Biomedica Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed March 29, 2023
File No. 333-269741
Dear Jennifer J. Rhodes:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 10, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Nasdaq Stock Market Listing, page 18
1.We note your revised disclosure in response to comment 3 that Nasdaq listing is a closing
condition that could be waived by the parties without recirculation or resolicitation.
Please provide us with your analysis as to why recirculation or resolicitation would not be
required if this condition was to be waived.  Please include in your analysis why the
stockholders of Angion and Elicio would not view the listing on Nasdaq as a material part
of their voting or investment decision.
Opinion of Angion's Financial Advisor, page 114
2.We note your response to comment 7 and re-issue in part.  For the disclosure under

 FirstName LastNameJennifer J. Rhodes, Esq.
 Comapany NameAngion Biomedica Corp.
 April 7, 2023 Page 2
 FirstName LastName
Jennifer J. Rhodes, Esq.
Angion Biomedica Corp.
April 7, 2023
Page 2
"Selected Public Companies Analysis" and "Selected Precedent Initial Public Offering
Analysis," please revise to describe in more detail the underlying methodology and
selection criteria used for selecting the companies listed for comparison purposes,
including the general characteristics of the selected companies and how those companies
compared to Elicio.  To the extent that the analyses did not consider the number of
product candidates in the pipeline and total addressable market, please address that in the
disclosure.
Description of Elicio's Business, page 187
3.We note your response to comment 14 and re-issue in part.  Please disclose if there are
any rules or procedures governing the scientific advisory board, and how members of this
board are compensated in general terms.
Elicio's Pipeline, page 189
4.We note your responses to comments 15 and 16.  Given the uncertainty of the trial design
for the two product candidates with undetermined indications, please provide us with a
response that explains why these programs are sufficiently material to Elicio’s business to
warrant inclusion in the pipeline table at this time or revise your table as appropriate.
The results of Elicio's preclinical studies have provided evidence of ELI-002 activity against
KRAS mutations, page 195
5.We note your response to comment 20 and re-issue.  While we note your disclosure that 5
mice were dosed, please specify whether the observed elimination rate was statistically
significant.  As requested by our prior comment, please also provide disclosure, if
accurate, that Elicio has not generated preclinical data indicating cytotoxic activity against
solid tumors in such models, clarify the extent to which the results described in this
section may not be applicable to solid tumors in humans and indicate whether
immunosuppressive effects were studied or observed in the pre-clinical models.
ELI-004: Elicio's Universal Adjuvant, page 204
6.We note your response to comment 22 and re-issue.  With a view towards disclosure,
please tell us whether serious adverse events were observed in relation to ELI-004.  If so,
please also specify the number and the types of such serious adverse events.
Future Cash Needs and Funding Requirements, page 242
7.We note your response to comment 24 and re-issue.  We note your disclosure on page
243 regarding ongoing clinical trials, including the Phase 2 clinical trial of ANG-3070 in
patients with PPKD.  However, we note your disclosure on page 180 that Angion
suspended the advancement of ANG-3070 in clinical studies.  Please revise to reconcile
your disclosure.

 FirstName LastNameJennifer J. Rhodes, Esq.
 Comapany NameAngion Biomedica Corp.
 April 7, 2023 Page 3
 FirstName LastName
Jennifer J. Rhodes, Esq.
Angion Biomedica Corp.
April 7, 2023
Page 3
            You may contact Christine Torney at 202-551-3652 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jimmy McNamara at 202-551-7349 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brett D. White, Esq.

CORRESP
1
filename1.htm

      Brett D. White

      T: (650) 843-5191

      WhiteBD@cooley.com

      March 29, 2023

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Jimmy McNamara

            Tim Buchmiller

            Christine Torney

            Lynn Dicker

            Re:
            Angion Biomedica Corp.

            Registration Statement on Form S-4

            Filed February 13, 2023

            File No. 333-269741

    Ladies and Gentlemen:

    We set forth below the response of Angion Biomedica Corp.  (“Angion” or the “Company”) to the
      comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated March
      10, 2023 (the “Comment Letter”) with respect to the Company’s registration statement on Form S-4, File No. 333-269741, filed with the Commission on February 13, 2023 (the “Registration Statement”).

    Angion has filed today Amendment No. 1 to the Registration Statement (“Amendment No. 1”) together with this letter via EDGAR correspondence. For the
      convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter in italicized type, and which is followed by the
      Company’s response. Unless otherwise indicated, all page references in the responses set forth below are to the pages of Amendment No. 1. Capitalized terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 1.

    Registration Statement on Form S-4

    Questions and Answers about the Merger, page 1

          1.

            Please include a question and answer that addresses the material U.S. federal income tax consequences, if any, of the Merger to Angion stockholders.

    Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Company does not believe that the U.S. federal income tax consequences of the
      Merger are material to the Company or its stockholders because the Merger is not a taxable transaction to the Company or its stockholders regardless of the U.S. federal income tax treatment of the Merger.

    Whether the Merger qualifies or fails to qualify as a reorganization within the meaning of Section 368 of the Internal Revenue Code (the “Code”) does not impact
      Company stockholders’ decision to approve, or not approve, the Merger, because such qualification does not have any impact on the Company or its stockholders. The Agreement and Plan of Merger and Reorganization does not contemplate existing Company
      stockholders exchanging their Company shares for shares in any other entity; since Company stockholders simply retain their existing shares in the Company, there is no taxable event for them regardless of whether or not Section 368 of the Code is
      applicable to other parties.

    The only parties affected by the qualification of the Merger as a reorganization under Section 368 of the Code are Elicio stockholders, and the Form S-4 includes disclosure regarding the material U.S. federal income of
      the Merger to them.

        Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

        t: +1 650 843 5000  f: +1 650 849 7400  cooley.com

     U.S. Securities and Exchange Commission

      March 29, 2023

    Page Two

    What are the material U.S. federal income tax consequences of the Merger to U.S. holders of Elicio shares? page 5

          2.

            We note your representation on page 5, and beginning on page 123, that Angion and Elicio “intend” the merger to qualify as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code
              of 1986, as amended (the “Code”). Please revise your disclosure here and throughout to provide counsel’s firm opinion for each material tax consequence, including whether the Merger will qualify as a reorganization, or to explain why such
              opinion cannot be given. If the opinion is subject to uncertainty, please (1) provide an opinion that reflects the degree of uncertainty (e.g., “should” or “more likely than not”) and explains the facts or circumstances giving rise to the
              uncertainty, and (2) provide disclosure of the possible alternative tax consequences including risk factor and/or other appropriate disclosure setting forth the risks of uncertain tax treatment to investors. Please refer to Item 601(b)(8) of
              Regulation S-K and Section III.A. of Staff Legal Bulletin 19, Legality and Tax Opinions in Registered Offerings.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 128 and 129 of Amendment No. 1.

    Nasdaq Stock Market Listing, page 17

          3.

            Please disclose whether the merger is conditioned upon receiving Nasdaq listing approval to trade on The Nasdaq Global Market. Also disclose whether the terms of the merger agreement permit this closing
              condition to be waived without recirculation or resolicitation. In this regard, we note that the disclosure on page 126 seems to indicate that this condition could be waivable.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 18 and 130 of Amendment No. 1.

    Risk Factors

    Elicio’s success will depend upon intellectual property and proprietary technologies, page 62

          4.

            Please expand this risk disclosure to make it clear that Elicio does not currently own any patents. In this regard, we note your disclosure on page 203 that Elicio does not own any issued patents covering
              clinical product candidates and the patent portfolio owned by Elicio currently comprises only applications.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on page 64 of Amendment No. 1.

        Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

        t: +1 650 843 5000  f: +1 650 849 7400  cooley.com

      2

       U.S. Securities and Exchange Commission

        March 29, 2023

      Page Three

    Risk Factors

    The certificate of incorporation of the combined company will provide that the Court of Chancery, page 84

          5.

            We note your disclosure that the combined company’s amended and restated certificate of incorporation and amended and restated bylaws will also provide the federal district courts of the United States of America
              will be the exclusive forum for the resolution of any complaint asserting a cause of action against the combined company or any of its directors, officers, employees, or agents and arising under the Securities Act. Please disclose that there
              is uncertainty as to whether a court would enforce such a provision. Please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22
              of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Additionally, please revise to
              note that this provision may also make it more costly for a shareholder to bring a claim against you.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on page 86 of Amendment No. 1.

    The Merger

    Angion Reasons for the Merger, page 105

          6.

            We note your disclosure in the fourth bullet point of the second paragraph. In an appropriate location, please expand your disclosure to provide material information on the clinical and scientific diligence and
              analysis process that formed the basis for the Angion Board’s belief as to the market opportunity for Elicio’s product candidates.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on page 107 of Amendment No. 1.

    Opinion of Angion’s Financial Advisor, page 109

          7.

            For the disclosure under “Selected Public Companies Analysis” and “Selected Precedent Initial Public Offering Analysis,” revise to describe in more detail the underlying methodology and selection criteria used
              for selecting the companies listed for comparison purposes, including the general characteristics of the selected companies such as the number of product candidates in the pipeline, stage of clinical development, total addressable market and
              how those companies compared to Elicio.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 114 and 115 of Amendment No. 1.  The number of product
        candidates in the pipeline and total addressable market were not characteristics included in the selection criteria used for selecting the companies listed for comparison purposes.

        Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

        t: +1 650 843 5000  f: +1 650 849 7400  cooley.com

      3

       U.S. Securities and Exchange Commission

        March 29, 2023

      Page Four

          8.

            Please supplementally provide us with copies of all materials prepared by Oppenheimer and shared with your board of directors and their representatives, including any board books, transcripts and summaries of
              oral presentations, that were material to the board’s decision to approve the merger and the transactions contemplated thereby.

    Response: In response to the Staff’s comment, the confidential materials prepared by Oppenheimer and presented to the board of directors of the
        Company, have been furnished directly to the Staff by McGuireWoods LLP, as counsel to Oppenheimer, under separate cover on a confidential and supplemental basis pursuant to Rule 12b-4 under the Securities

      Exchange Act of 1934, as amended (the “Rule”). In accordance with such Rule, such materials are being
        provided together with a request that these materials be returned promptly following completion of the Staff’s review thereof. Such materials are not, and will not be, filed with or deemed to be part of Amendment No. 1, including any further
        revisions or amendments to the Registration Statement. By separate letter, request for confidential treatment of these materials pursuant to the provisions of 17 C.F.R. §200.83 will be made by Oppenheimer.

    Certain Unaudited Financial Projections, page 114

          9.

            With respect to the Financial Projections:

          •

            Disclose and explain the bases for and the nature of the material estimates and assumptions that underlie the line items presented in the Financial Projections summary table. Please ensure that the level of
              detail provided is sufficient for an investor to evaluate and understand the reasonableness of the estimates, assumptions, uncertainties and/or variables underlying the Financial Projections as well as the inherent limitations on the
              reliability of the Financial Projections in order to make informed voting and investment decisions. As to the Total Global Revenue line item, please specifically address the growth rates as well as identify the material product revenue
              streams underlying these projections and the date you assume Elicio will be granted regulatory approval for each indication for each significant market reflected in the Total Global Revenue forecast.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on page 118 of Amendment No. 1.

          •

            You note on page 115 that the Financial Projections cover multiple years, and that this information by its nature becomes subject to greater uncertainty with each successive year. With respect to the length of
              the projections, please disclose the basis for projections beyond year five, including if the forecasts reflect more than straight line growth assumptions. Explain how management and the Angion board relied upon the Financial Projections and
              how they determined that they are reasonable, particularly in light of the extensive length of the forecasts and since Elicio is a clinical stage company with no approved products to date and the uncertainty regarding regulatory approvals.
              Specifically, address the reliability of the projections related to the later years presented.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 24, 119 and 120 of Amendment No. 1.

          •

            You disclose that “Elicio’s management prepared a preliminary internal financial forecast for Elicio, which Angion’s management adjusted to reflect certain assumptions applicable to Elicio’s assets as well as to
              Elicio’s expenses based on industry metrics consistent with the experience and judgment of Angion’s management and the Angion Board.” Please describe in more detail the process undertaken to formulate the forecasts and the parties who
              participated in the preparation of the forecasts. Explain and quantify the adjustments that Angion’s management made to the initial forecasts provided by Elicio and the reasons for the adjustments, including how Angion’s management and board
              were in a position to make adjustments to Elicio’s preliminary internal financial forecasts given the different natures of Angion’s and Elicio’s businesses and product development efforts.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 116 - 120 of Amendment No. 1.

          •

            Disclose your assumptions as to which product candidates were assumed to have received approvals and identify the assumed regulatory jurisdictions in which they received such approvals by period. Clearly
              disclose the limitation that regulatory approval is outside of your control.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 118 and 119 of Amendment No. 1.

          •

            We note the Financial Projections cover a period through 2039. Please indicate the basis for why you believe that this period is a reasonable period to project. For example, if that period is tied to expected
              patent protections, please make the material assumptions underlying that basis clear.

    Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 119 and 120 of Amendment No. 1.

          •

            We note the risks described under the caption “Any future product candidates for which Elicio intends to seek approval as biologic products may face competition sooner than anticipated” on page 46. Since the
              Financial Projections cover a period through 2039, please disclose whether the Financial Projections factored in any of those risks.

    Response: The Company respectfully advises the Staff that the Financial Projections do not factor in any risks associated with facing competition sooner than anticipated.

        Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304-1130

        t: +1 650 843 5000  f: +1 650 849 7400  cooley.com

      4

    U.S. Securities and Exchange Commission

        March 29, 2023

        Page Five

    Miscellaneous, page 114

          10.

            We note your disclosure that “[a]s Angion was aware and as was disclosed to the Angion Board on January 13, 2023, in connection with rendering the opinion of Oppenheimer, Daniel Geffken, the Chief Financial
              Officer

United States securities and exchange commission logo
March 10, 2023
Jennifer J. Rhodes, Esq.
General Counsel
Angion Biomedica Corp.
51 Charles Lindbergh Boulevard
Uniondale, New York 11553
Re:Angion Biomedica Corp.
Registration Statement on Form S-4
Filed February 13, 2023
File No. 333-269741
Dear Jennifer J. Rhodes:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Questions and Answers about the Merger, page 1
1.Please include a question and answer that addresses the material U.S. federal income tax
consequences, if any, of the Merger to Angion stockholders.
What are the material U.S. federal income tax consequences of the Merger to U.S. holders of
Elicio shares?, page 5
2.We note your representation on page 5, and beginning on page 123, that Angion and
Elicio "intend" the merger to qualify as a reorganization within the meaning of Section
368(a) of the U.S. Internal Revenue Code of 1986, as amended (the "Code").  Please
revise your disclosure here and throughout to provide counsel’s firm opinion for each
material tax consequence, including whether the Merger will qualify as a reorganization,

 FirstName LastNameJennifer J. Rhodes, Esq.
 Comapany NameAngion Biomedica Corp.
 March 10, 2023 Page 2
 FirstName LastNameJennifer J. Rhodes, Esq.
Angion Biomedica Corp.
March 10, 2023
Page 2
or to explain why such opinion cannot be given.  If the opinion is subject to uncertainty,
please (1) provide an opinion that reflects the degree of uncertainty (e.g., "should" or
"more likely than not") and explains the facts or circumstances giving rise to the
uncertainty, and (2) provide disclosure of the possible alternative tax consequences
including risk factor and/or other appropriate disclosure setting forth the risks of uncertain
tax treatment to investors.  Please refer to Item 601(b)(8) of Regulation S-K and Section
III.A. of Staff Legal Bulletin 19, Legality and Tax Opinions in Registered Offerings.
Nasdaq Stock Market Listing, page 17
3.Please disclose whether the merger is conditioned upon receiving Nasdaq listing approval
to trade on the The Nasdaq Global Market.  Also disclose whether the terms of the merger
agreement permit this closing condition to be waived without recirculation or
resolicitation.  In this regard, we note that the disclosure on page 126 seems to indicate
that this condition could be waivable.
Risk Factors
Elicio's success will depend upon intellectual property and proprietary technologies...., page 62
4.Please expand this risk disclosure to make it clear that Elicio does not currently own any
patents.  In this regard, we note your disclosure on page 203 that Elicio does not own any
issued patents covering clinical product candidates and the patent portfolio owned by
Elicio currently comprises only applications.
Risk Factors
The certificate of incorporation of the combined company will provide that the Court of
Chancery..., page 84
5.We note your disclosure that the combined company’s amended and restated certificate of
incorporation and amended and restated bylaws will also provide the federal district courts
of the United States of America will be the exclusive forum for the resolution of any
complaint asserting a cause of action against the combined company or any of its
directors, officers, employees, or agents and arising under the Securities Act.  Please
disclose that there is uncertainty as to whether a court would enforce such a provision.
Please also state that investors cannot waive compliance with the federal securities laws
and the rules and regulations thereunder.  In that regard, we note that Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  Additionally, please revise to note that this provision may also
make it more costly for a shareholder to bring a claim against you.
The Merger
Angion Reasons for the Merger, page 105
6.We note your disclosure in the fourth bullet point of the second paragraph.  In an

 FirstName LastNameJennifer J. Rhodes, Esq.
 Comapany NameAngion Biomedica Corp.
 March 10, 2023 Page 3
 FirstName LastNameJennifer J. Rhodes, Esq.
Angion Biomedica Corp.
March 10, 2023
Page 3
appropriate location, please expand your disclosure to provide material information on
the clinical and scientific diligence and analysis process that formed the basis for the
Angion Board's belief as to the market opportunity for Elicio’s product candidates.
Opinion of Angion's Financial Advisor, page 109
7.For the disclosure under "Selected Public Companies Analysis" and "Selected Precedent
Initial Public Offering Analysis," revise to describe in more detail the underlying
methodology and selection criteria used for selecting the companies listed for comparison
purposes, including the general characteristics of the selected companies such as the
number of product candidates in the pipeline, stage of clinical development, total
addressable market and how those companies compared to Elicio.
8.Please supplementally provide us with copies of all materials prepared by Oppenheimer
and shared with your board of directors and their representatives, including any board
books, transcripts and summaries of oral presentations, that were material to the board's
decision to approve the merger and the transactions contemplated thereby.
Certain Unaudited Financial Projections, page 114
9.With respect to the Financial Projections:

•Disclose and explain the bases for and the nature of the material estimates and
assumptions that underlie the line items presented in the Financial Projections
summary table.  Please ensure that the level of detail provided is sufficient for an
investor to evaluate and understand the reasonableness of the estimates, assumptions,
uncertainties and/or variables underlying the Financial Projections as well as the
inherent limitations on the reliability of the Financial Projections in order to make
informed voting and investment decisions.  As to the Total Global Revenue line item,
please specifically address the growth rates as well as identify the material product
revenue streams underlying these projections and the date you assume Elicio will be
granted regulatory approval for each indication for each significant market reflected
in the Total Global Revenue forecast.

•You note on page 115 that the Financial Projections cover multiple years, and that
this information by its nature becomes subject to greater uncertainty with each
successive year.  With respect to the length of the projections, please disclose the
basis for projections beyond year five, including if the forecasts reflect more than
straight line growth assumptions.  Explain how management and the Angion board
relied upon the Financial Projections and how they determined that they are
reasonable, particularly in light of the extensive length of the forecasts and since
Elicio is a clinical stage company with no approved products to date and the
uncertainty regarding regulatory approvals.  Specifically, address the reliability of the
projections related to the later years presented.

 FirstName LastNameJennifer J. Rhodes, Esq.
 Comapany NameAngion Biomedica Corp.
 March 10, 2023 Page 4
 FirstName LastNameJennifer J. Rhodes, Esq.
Angion Biomedica Corp.
March 10, 2023
Page 4
•You disclose that "Elicio's management prepared a preliminary internal financial
forecast for Elicio, which Angion's management adjusted to reflect certain
assumptions applicable to Elicio's assets as well as to Elicio's expenses based on
industry metrics consistent with the experience and judgment of Angion's
management and the Angion Board."  Please describe in more detail the process
undertaken to formulate the forecasts and the parties who participated in the
preparation of the forecasts.  Explain and quantify the adjustments that Angion's
management made to the initial forecasts provided by Elicio and the reasons for the
adjustments, including how Angion's management and board were in a position to
make adjustments to Elicio's preliminary internal financial forecasts given the
different natures of Angion's and Elicio's businesses and product development efforts.

•Disclose your assumptions as to which product candidates were assumed to have
received approvals and identify the assumed regulatory jurisdictions in which they
received such approvals by period.  Clearly disclose the limitation that regulatory
approval is outside of your control.
•We note the Financial Projections cover a period through 2039.  Please indicate the
basis for why you believe that this period is a reasonable period to project.  For
example, if that period is tied to expected patent protections, please make the material
assumptions underlying that basis clear.

•We note the risks described under the caption "Any future product candidates for
which Elicio intends to seek approval as biologic products may face competition
sooner than anticipated" on page 46.  Since the Financial Projections cover a period
through 2039, please disclose whether the Financial Projections factored in any of
those risks.
Miscellaneous, page 114
10.We note your disclosure that "[a]s Angion was aware and as was disclosed to the Angion
Board on January 13, 2023 in connection with rendering the opinion of Oppenheimer,
Daniel Geffken, the Chief Financial Officer and a member of the Elicio Board, was also
the Chief Financial Officer for OPY Acquisition Corp. I (OPY1), and the sponsor of
OPY1 was an affiliate of Oppenheimer."  If this relationship created a potential source for
a conflict of interest, please explain the nature of the potential conflict in clearer terms and
how Angion's board viewed that potential source of conflict.  Also, we note that Mr.
Geffken is referred to in this section as the Chief Financial Officer of Elicio but elsewhere
as the Interim Chief Financial Officer.  Please revise for consistency.
Description of Angion's and Merger Sub's Business
Angion's ROCK2 Inhibitor Program, page 177
11.For each patent family, please specify the type of patents or pending patents (e.g.,

 FirstName LastNameJennifer J. Rhodes, Esq.
 Comapany NameAngion Biomedica Corp.
 March 10, 2023 Page 5
 FirstName LastNameJennifer J. Rhodes, Esq.
Angion Biomedica Corp.
March 10, 2023
Page 5
composition of matter, method of use or process) for Angion’s Rock2 Inhibitor Program.
Description of Elicio's Business
Overview, page 181
12.Please revise your disclosure to clarify the meaning of any significant scientific or
technical terms or acronyms the first time they are used in order to provide context for
such terms and better ensure that lay readers will understand the disclosure.  By way of
example, we note the usage of "PDAC" and "CRC" on page 9 and 181.
13.We note the disclosure in the last full paragraph on page 181 that "Elicio is demonstrating
its lymph node targeting technology can create effective therapeutics...."  As safety and
efficacy determinations are solely within the authority of the FDA and comparable
regulatory bodies, it is too early to state or imply that product candidates are safe
or effective.  Please revise your disclosure as appropriate.
14.With respect to Elicio's scientific advisory board, if material, please include disclosure in
an appropriate location that describes the role or function of the scientific advisory board,
and indicates whether there are any rules or procedures governing this board.  Please also
disclose how members of the scientific advisory board are compensated.
Elicio's Pipeline, page 182
15.Please revise Elicio's pipeline table to include a column for Phase 3.  We also note that
you have two programs that have undisclosed product candidates.  Please explain to us
why each of those programs is sufficiently material to Elicio's business to warrant
inclusion in the pipeline table at this time or revise your table as appropriate.
16.We note your disclosure in the last full paragraph on page 181 that examples of mutant
BRAF-driven and TP53-expressing cancers include melanoma, CRC, and NSCLC.  Given
that disclosure, please tell us why the indications for ELI-008 and ELI-007 are
"Undisclosed" or revise the pipeline table to include the indications.
17.From your disclosure on page 190 under the heading "ELI-002 Clinical Development
Program" it appears that Elicio has two trials underway: (1) the Phase 1 AMPLIFY-201
trial with a 2-peptide (2P) formulation, and (2) the Phase 1/2 AMPLIFY-7P, using the 7-
peptide formulation of ELI-002.  Please tell us whether presenting each of these trials in
the pipeline table separately would be appropriate.  We note in this regard that the arrow
for ELI-002 in the current pipeline table could be interpreted as indicating Elicio is close
to the end of Phase 1 rather that at the initial or middle stages of Phase 1 in these trials.
Please ensure your arrows align with your disclosure.
18.We note your disclosure on page 194 that the combination trial of ELI-002 and
cemiplimab, called "AMPLIFY-202," will be conducted by Elicio and is expected to
begin after the Phase 1a safety evaluation portion of AMPLIFY-7P completes.  Given this
disclosure, please tell us why the arrow for ELI-002 + cemiplimab indicates that trial is

 FirstName LastNameJennifer J. Rhodes, Esq.
 Comapany NameAngion Biomedica Corp.
 March 10, 2023 Page 6
 FirstName LastNameJennifer J. Rhodes, Esq.
Angion Biomedica Corp.
March 10, 2023
Page 6
half way through Phase 1 or revise as appropriate.  We also note your disclosure that this
trial is conditioned upon the receipt of additional funding.  Please disclose if the cash
acquired in the proposed merger will be sufficient to commence this trial after the Phase
1a safety evaluation portion of AMPLIFY-7P completes or clarify that future funding
beyond the merger may be required.
19.Please revise the pipeline table and footnotes to ensure that the text is readable.
The results of Elicio's preclinical studies have provided evidence of ELI-002 activity against
KRAS mutations, page 188
20.We note your disclosure that when vaccinated mice were infused with mKRAS-pulsed
target cells, only those who had received AMP vaccines were able to generate an mKRAS
G12D-specific cytotoxic response and that in those animals, approximately 50% of
mKRAS-target cells were eliminated over the course of 16 hours, while comparator
vaccines were inactive.  We also note your disclosure that one of the challenges of current
immunotherapies is that the tumor environment is compounded by the difficulties of T cell
infiltration into the tumor microenvironment and mechanisms by which tumor cells evade
detection by the immune system.  Please indicate whether you generated any preclinical
data that indicated cytotoxic activity against solid tumors, or if the studies were limited to
mKRAS-pulsed target cells, clarify the extent to which the results described in this section
may not be applicable to solid tumors in humans and indicate whether immunosuppressive
effects were studied or observed.  Please also disclose the number of mice that were dosed
and indicate whether the observed 50% elimination rate was statistically significant.
AMPLIFY-7P: A Phase 1/2 clinical trial of ELI-002, page 192
21.We note your disclosure that the Phase 2 port

United States securities and exchange commission logo
May 19, 2022
Jay Venkatesan, M.D.
President and Chief Executive Officer
Angion Biomedica Corp.
51 Charles Lindbergh Boulevard
Uniondale, New York 11553
Re:Angion Biomedica Corp.
Registration Statement on Form S-3
Filed May 16, 2022
File No. 333-264994
Dear Mr. Venkatesan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kenneth L. Guernsey, Esq.

CORRESP
1
filename1.htm

May 19, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Abby Adams

    Re:
    Angion Biomedica Corp.

Registration Statement
on Form S-3

File No. 333-264994

Acceleration Request

Requested
Date:     May 23, 2022

Requested
Time:    4:00 PM Eastern Daylight Time

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration
Statement on Form S-3 (File No. 333-264994) (the “Registration Statement”) to become
effective on Monday, May 23, 2022 at 4:00 p.m. Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the
Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant
hereby authorizes Kenneth Guernsey of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration
Statement has been declared effective, please orally confirm that event with Kenneth Guernsey of Cooley LLP, counsel to the Registrant,
at (650) 693-2091.

    Very truly yours,

    Angion Biomedica Corp.

    By:
    /s/ Jennifer J. Rhodes

    Jennifer J. Rhodes

    General Counsel

    cc:
    Kenneth Guernsey, Cooley LLP

CORRESP
1
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Angion Biomedica Corp.

51 Charles Lindbergh Boulevard

Uniondale, New York 11553

February 2, 2021

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:                                                Tonya K. Aldave

Re:                                  Angion Biomedica Corp. Registration Statement on Form S-1 (Registration No. 333-252177)

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-252177) (the “Registration Statement”) of Angion Biomedica Corp. (the “Company”).  We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on February 4, 2021, or as soon as practicable thereafter, or at such other time thereafter as our counsel, Latham & Watkins LLP may request by telephone.  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Miles Jennings at (650) 328-4600.

Thank you for your assistance in this matter.

Very truly yours,

ANGION BIOMEDICA CORP.

By:

/s/ Jay Venkatesan

Jay Venkatesan

President and Chief   Executive Officer

CC:                                 Jennifer Rhodes, Angion Biomedica Corp.

Patrick Pohlen, Latham & Watkins LLP

Miles Jennings, Latham & Watkins LLP

Kenneth Guernsey, Cooley LLP

Jonie Kondracki, Cooley LLP

CORRESP
1
filename1.htm

140 Scott Drive

Menlo Park, California  94025

Tel: +1.650.328.4600  Fax:   +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

January   26, 2021

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FOIA Confidential Treatment Request

Under 17 C.F.R §200.83

Attention: Tonya K. Aldave

Re:                             Angion Biomedica Corp.
 Registration Statement on Form S-1
 Filed on January 15, 2021
 File No. 333-252177

Ladies and Gentlemen:

On behalf of Angion Biomedica Corp. (the “Company” or “Angion”), we are hereby supplementing the Company’s response to the comment letter received from the staff of the Securities and Exchange Commission (the “Staff”) on March 10, 2020 relating to the draft Registration Statement on Form S-1 that the Company submitted on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act (the “JOBS Act”) on February 14, 2020 (the “Draft Submission”) and the Registration Statement on Form S-1 that the Company filed on January 15, 2021 (File No. 333-252177) (the “Registration Statement”).

We are respectfully requesting confidential treatment for certain portions of this letter pursuant to Rule 83 promulgated by the Securities and Exchange Commission, 17 C.F.R. §200.83. This letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information discussed in this letter. A redacted letter will be filed on EDGAR omitting the confidential information contained in this letter.

For ease of review, we have set forth below the numbered comment of your letter in bold type followed by the Company’s response thereto.

ANGN-1001

Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Significant Judgement and Estimates Share-Based Compensation, page 95

8.                                      Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances, including stock compensation.

Response:

In response to the Staff’s comment, the Company respectfully advises the Staff that the Company believes that the deemed per share fair values used as the basis for determining stock-based compensation in connection with its stock option grants have been reasonable and appropriate for the reasons set forth below. In addition, the Company respectfully advises the Staff that, while not reflected in the Registration Statement, based on discussions with the Company’s Board of Directors, management and the underwriters for the Company’s initial public offering (“IPO”), which discussions reflected the input from investors during several “testing-the-waters” meetings, the Company currently anticipates an approximate price range of $[***] to $[***] per share for the Company’s common stock (the “Preliminary IPO Price Range”), with a midpoint of the anticipated range of approximately $[***] per share (the “Preliminary Assumed IPO Price”). The Preliminary IPO Price Range and Preliminary Assumed IPO Price do not reflect any forward stock split that the Company might effect prior to the Commission’s declaration of effectiveness of the Registration Statement. The Company is currently anticipating implementing an approximate 1-to-[***] forward stock split, which would result in a post-split Preliminary IPO Price Range of $[***] to $[***] per share, with a midpoint of $[***] per share. For consistency with the Registration Statement, all data in this letter is reflected on a pre-split basis, unless otherwise expressly noted.

The Company’s final Preliminary IPO Price Range remains under discussion between the Company and the lead underwriters, and a bona fide price range will be included in an amendment to the Registration Statement prior to any distribution of the preliminary prospectus in connection with the Company’s road show.

STOCK OPTION GRANTS AND EQUITY AWARDS SINCE OCTOBER 1, 2019

Since October 1, 2019, the Board of Directors, with input from management, determined the estimated fair value of the Company’s common stock after considering valuation reports from an independent third-party valuation specialist as well as the other objective and subjective factors described in the Registration Statement.  Set forth below in this letter is a discussion of each valuation and option grant, along with a comparison of the estimated fair values of the Company’s common stock to the Preliminary Assumed IPO Price.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY ANGION BIOMEDICA CORP. WITH RESPECT TO THIS LETTER.

ANGN-1002

The following table summarizes by grant date the number of shares of common stock underlying stock options granted during the twelve months preceding, and the period subsequent to, the most recent balance sheet date included in the Registration Statement, as well as the associated per share exercise price, the estimated fair value per share of the Company’s common stock to determine stock-based compensation expense for financial reporting purposes and the stock-based compensation expense recorded in the Company’s financial statements:

Grant Date

Aggregate
   Number of
   Shares Issued or
   Issuable in the
   Grants

Exercise
   Price Per
   Share

Fair Value
   Per Share —
   Financial
   Reporting
   Purposes

Recorded
   Compensation
   Expense

October 16, 2019

7,500

$

[***]

$

[***]

(1)

$

[***]

(2)

October 21, 2019

125,000

$

[***]

$

[***]

(1)

$

[***]

(2)

February 14,   2020

206,000

$

[***]

$

[***]

(1)

$

[***]

(3)

April 1, 2020

25,000

$

[***]

$

[***]

(1)

$

[***]

(3)

June 18, 2020

498,700

$

[***]

$

[***]

(1)

$

[***]

(3)

August 20, 2020

20,000

$

[***]

$

[***]

(1)

$

[***]

(3)

August 31, 2020

56,008

$

[***]

$

[***]

(1)

$

[***]

(3)

October 30, 2020

27,500

$

[***]

$

[***]

(1)

*

December 8, 2020

108,000

$

[***]

$

[***]

(1)

*

December 9, 2020

20,500

$

[***]

$

[***]

(1)

*

January 6, 2021

39,500

$

[***]

$

[***]

(1)

**

(1)                                     Represents the fair value per share of the underlying common stock for financial reporting purposes used to calculate the grant-date fair value of the stock options for which compensation expense is recognized in the applicable accounting period.

(2)                                     Represents compensation expense associated with option grants made on such date, as recorded in the Company’s financial statements for the year ended December 31, 2019.

(3)                                     Represents compensation expense recorded in the Company’s financial statements for the nine months ended September 30, 2020 and to be recorded in the Company’s financial statements for the year ended December 31, 2020.

*                                         Compensation expense for the stock grants dated October 30, 2020, December 8, 2020 and December 9, 2020 will be recorded in the Company’s financial statements for the year ended December 31, 2020.

**                                  Compensation expense for the stock grants dated January 6, 2021 will be recorded in the Company’s financial statements for the three months ended March 31, 2021.

In addition to the foregoing, the Company expects to approve option grants to certain employees, officers and directors with an effective date as of the effective date of the Registration Statement and with an exercise price equal to the final per share price to the public in the offering contemplated by the Registration Statement as determined upon pricing of the offering.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY ANGION BIOMEDICA CORP. WITH RESPECT TO THIS LETTER.

ANGN-1003

HISTORICAL FAIR VALUE DETERMINATION AND METHODOLOGY

The Company has historically determined the fair value of its common stock using methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants 2013 Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”). In addition, the Company’s Board of Directors also considered numerous objective and subjective factors described on pages 113 and 114 of the Registration Statement, along with input from management and third-party valuations, to determine the fair value of the Company’s common stock.

As described in greater detail within the section of the Registration Statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies, Significant Judgments and Estimates—Stock-Based Compensation” (the “MD&A”), in determining the fair value of its common stock at various times, the Company utilized a combination of the probability-weighted expected return method (“PWERM”) and the option pricing method (“OPM”). The PWERM is a scenario-based analysis that estimates value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the Company, as well as the economic and control rights of each share class. Under the OPM, shares are valued by hypothesizing a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the common stock are inferred by analyzing these options.

Our Board of Directors and management developed estimates based on application of these approaches and the assumptions underlying these valuations, giving careful consideration to the advice from our third-party valuation expert. At each grant date, the Board of Directors considered whether any events occurred that would trigger any material changes to the business or would require adjustment to the estimated fair value from the previous valuation date.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY ANGION BIOMEDICA CORP. WITH RESPECT TO THIS LETTER.

ANGN-1004

The table below sets forth the fair market value determinations of the Company’s common stock as provided by independent third party valuation reports between January 1, 2019 through the date hereof, all of which were used for purposes of stock option grants made by the Company, other than the December 31, 2019 report:

Date of Estimated
   Fair Value as
   Determined by the
   Valuation Report

Fair Value Per Share

Percentage Increase
   (Decrease) in Fair
   Value Per Share

January 1, 2019

$

[***]

N/A

December 31,   2019

$

[***]

[***]

%

February 7, 2020

$

[***]

[***]

%

March 31, 2020

$

[***]

[***]

%

June 4, 2020

$

[***]

[***]

%

September 30,   2020

$

[***]

[***]

%

November 6, 2020

$

[***]

[***]

%

December 18,   2020

$

[***]

[***]

%

January 2019 Fair Value Determination

In 2019, the Company obtained an independent third-party valuation of the Company’s common stock as of January 1, 2019, and, based on its consideration of this valuation and the objective and subjective factors described on pages 113 and 114 of the Registration Statement, the Company’s Board of Directors determined that the fair value of the Company’s common stock was $[***] per share as of January 1, 2019 (the “January 2019 Valuation”). The independent third-party valuation used the OPM, with an implied equity value of approximately $[***], expected volatility of [***] and a risk-free interest rate of [***]%.  The valuation then applied a discount for lack of marketability of [***]%.

At the time of each of the October 16, 2019 and October 21, 2019 stock options grants, the Company’s Board of Directors determined that the fair value of the Company’s common stock remained at $[***] per share as of the date of such grants and granted stock options effective as of each of those dates with an exercise price of $[***] per share.

December 2019 Fair Value Determination

In January 2020, the Company obtained an independent third-party valuation of the Company’s common stock as of December 31, 2019, and, based on its consideration of this valuation and the objective and subjective factors described on pages 113 and 114 of the Registration Statement, the Company’s Board of Directors determined that the fair value of the

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY ANGION BIOMEDICA CORP. WITH RESPECT TO THIS LETTER.

ANGN-1005

Company’s common stock was $[***] per share as of December 31, 2019 (the “December 2019 Valuation”).

The December 2019 Valuation used a hybrid PWERM, pursuant to which the value of the Company’s equity securities was calculated based on three scenarios: an IPO by [***], an IPO by [***] and the Company continuing to stay private. The hybrid method was used because the timing for the IPO was considered to be determinable and a possible future event.  For the [***] IPO scenario and [***] IPO scenarios, the December 2019 Valuation estimated a pre-money IPO value of $[***] based on discussions with management. The equity value in the stay private scenario was determined to be approximately $[***], in line with the January 2019 Valuation. The equity valuations were determined using the Subject Company Transactions Method.  The December 2019 Valuation applied the scenario weightings and discounts for lack of marketability as shown in the chart below.

Valuation Methodology

Estimated
   Present Value

Assigned Weight

Discount for
   Lack of
   Marketability

Estimated
   Weighted
   Value

[***] IPO

$

[***]

[***]

%

[***]

%

$

[***]

[***] IPO

$

[***]

[***]

%

[***]

%

$

[***]

Stay Private

$

[***]

[***]

%

[***]

%

$

[***]

Estimated Value

$

 [***]

February 2020 Fair Value Determination

In February 2020, the Company obtained an independent third-party valuation of the Company’s common stock as of February 7, 2020, and, based on its consideration of this valuation and the objective and subjective factors described on pages 113 and 114 of the Registration Statement, the Company’s Board of Directors determined that the fair value of the Company’s common stock was $[***] per share as of February 7, 2020 (the “February 2020 Valuation”).

The February 2020 Valuation used PWERM, pursuant to which the value of the Company’s equity securities was calculated based on three scenarios: an IPO by [***], an IPO by [***] and the Company continuing to stay private. The PWERM method was used because the timing for  the IPO was considered to be determinable and a possible future event.  For the [***] IPO scenario and [***] IPO scenarios, the February 2020 Valuation estimated a pre-money IPO value of $[***] based on discussions with management. The February 2020 Valuation used the same stay private scenario equity value of approximately $[***] that was used in the December 2019 Valuation. The equity valuations were determined using the Subject Company Transactions Method.  The February 2020 Valuation applied the scenario weightings and discounts for lack of marketability as shown in the chart below.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY ANGION BIOMEDICA CORP. WITH RESPECT TO THIS LETTER.

ANGN-1006

Valuation Methodology

Estimated
   Present Value

Assigned Weight

Discount for
   Lack of
   Marketability

Estimated
   Weighted

CORRESP
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filename1.htm

January 15,   2021

140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

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VIA EDGAR AND HAND DELIVERY

United States Securities and Exchange Commission
 Division of Corporation Finance

Office of Life Sciences
 100 F Street, N.E.
 Washington, D.C. 20549-6010

Attention: Tonya K. Aldave

Re:                             Angion Biomedica Corp.
  Draft Registration Statement No. 3 on Form S-1
 Confidentially submitted on December 15, 2020
  CIK No. 0001601485

Ladies and Gentlemen:

On behalf of Angion Biomedica Corp. (the “Company” or “Angion”), we are hereby filing a Registration Statement on Form S-1 (“Registration Statement”). The Company previously submitted a Draft Registration Statement No. 3 on Form S-1 on December 15, 2020 (the “Draft Submission”) to the U.S. Securities and Exchange Commission (the “Commission”) on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act. The Registration Statement has been revised to reflect the Company’s responses to the comment letter to the Draft Submission received on December 18, 2020 from the staff of the Commission (the “Staff”).

For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto.

January 15, 2021

Page 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

License, Collaboration and Grant Agreements

License Agreement with Vifor Pharma, page 95

1.                                     We note your disclosure that the royalties under your agreement with Vifor Pharma range from 10% to 40%. Please revise here and throughout the prospectus to narrow the royalty range to no more than ten percentage points (for example, between twenty and thirty percent).

Response:  The Company respectfully acknowledges the Staff’s comment and in response to the Staff’s comment, the Company has revised pages 6, 43, 46, 98 and 164 of the Registration Statement.

Executive Compensation

Employment Agreements, page 190

2.                                      We note that you have filed a consulting agreement with Mr. Curhan as Exhibit 10.13 to the registration statement. Please revise here to describe the material terms of the agreement.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that Mr. Curhan became a “named executive officer”, within the meaning of Item 403(a)(3) of Regulation S-K, for the year ended December 31, 2020 and, as such, the Company has revised page 195 of the Registration Statement to include a description of the consulting agreement with Mr. Curhan.

Interim financial statements for the nine months ended September 30, 2020

Note 16. Subsequent Events, page F-64

3.                                      Here you disclose you are entitled to a $30 million equity investment under the Vifor License. Please confirm to us whether this equity investment has occurred or is expected to occur before the initial public offering. If so, please tell us how you have considered a pro forma presentation under Regulation S-X Article 11, so that investors understand the transaction’s impact to your financial position and equity.

Response: The Company respectfully advises the Staff that in December 2020 the Company issued a convertible promissory note in aggregate principal amount of $5 million on terms substantially similar to the Company’s previously issued convertible promissory notes and that the Company expects Vifor Pharma to purchase $25.0 million of the Company's common stock in a concurrent private placement exempt from the registration requirements of the Securities Act of 1933, as amended, at a price per share equal to the initial public offering price.  The Company respectfully further advises the Staff that, in response to the Staff's comments, the Company has revised the cover page of the prospectus as well as pages 2, 6, 8, 10, 11, 15, 83, 86, 89, 90, 91, 92, 98, 119, 163, 217 and F-64 of the Registration Statement.

* * *

January 15, 2021

Page 3

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (415) 395-8198 or by fax at (650) 463-2600 with any questions or comments regarding this correspondence.

Very   truly yours,

/s/   Miles P. Jennings

Miles   P. Jennings

of   LATHAM & WATKINS LLP

cc:                                Jay Venkatesan, Angion Biomedica Corp.
 Jennifer Rhodes, Angion Biomedica Corp.
 Patrick Pohlen, Latham & Watkins LLP
 Kenneth Guernsey, Cooley LLP

Jonie Kondracki, Cooley LLP

United States securities and exchange commission logo
December 18, 2020
Jay R. Venkatesan
Chief Executive Officer
Angion Biomedica Corp.
51 Charles Lindbergh Boulevard
Uniondale, NY 11553
Re:Angion Biomedica Corp.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted December 15, 2020
CIK No. 0001601485
Dear Dr. Venkatesan:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
License, Collaboration and Grant Agreements
License Agreement with Vifor Pharma, page 95
1.We note your disclosure that the royalties under your agreement with Vifor Pharma range
from 10% to 40%.  Please revise here and throughout the prospectus to narrow the royalty
range to no more than ten percentage points (for example, between twenty and thirty
percent).

 FirstName LastNameJay R. Venkatesan
 Comapany NameAngion Biomedica Corp.
 December 18, 2020 Page 2
 FirstName LastName
Jay R. Venkatesan
Angion Biomedica Corp.
December 18, 2020
Page 2
Executive Compensation
Employment Agreements, page 190
2.We note that you have filed a consulting agreement with Mr. Curhan as Exhibit 10.13 to
the registration statement.  Please revise here to describe the material terms of the
agreement.
Interim financial statements for the nine months ended September 30, 2020
Note 16. Subsequent Events, page F-64
3.Here you disclose you are entitled to a $30 million equity investment under the Vifor
License.  Please confirm to us whether this equity investment has occurred or is expected
to occur before the initial public offering.  If so, please tell us how you have considered a
pro forma presentation under Regulation S-X Article 11, so that investors understand the
transaction's impact to your financial position and equity.
            You may contact Li Xiao at (202) 551-4391 or Terence O'Brien, Accounting Branch
Chief, at (202) 551-3355 if you have questions regarding comments on the financial statements
and related matters.  Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at
(202) 551-3666 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Miles P. Jennings, Esq.

United States securities and exchange commission logo
May 27, 2020
Jay R. Venkatesan
Chief Executive Officer
Angion Biomedica Corp.
456 Montgomery Street, Suite 1200
San Francisco, CA 94104
Re:Angion Biomedica Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 13, 2020
CIK No. 0001601485
Dear Dr. Venkatesan:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Capitalization, page 79
1.Please revise to include the convertible promissory notes balance in your
total capitalization balance.  Also it appears that the convertible promissory notes balance
and the total number of shares issued and outstanding presented here do not agree with the
corresponding balances on your consolidated balance sheet at page F-3.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations and Commitments, page 98
2.Please revise the table to include the intended balances for the convertible promissory
notes.  Please also revise to correct the total balances.

 FirstName LastNameJay R. Venkatesan
 Comapany NameAngion Biomedica Corp.
 May 27, 2020 Page 2
 FirstName LastName
Jay R. Venkatesan
Angion Biomedica Corp.
May 27, 2020
Page 2
            You may contact Terence O'Brien at (202) 551-3355 or Li Xiao at (202) 551-4391 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at (202) 551-3666 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Miles P. Jennings, Esq.

March 10, 2020
Jay R. Venkatesan
Chief Executive Officer
Angion Biomedica Corp.
1700 Montgomery Street, Suite 108
San Francisco, CA 94111
Re:Angion Biomedica Corp.
Draft Registration Statement on Form S-1
Submitted February 14, 2020
CIK No. 0001601485
Dear Dr. Venkatesan:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed February 14, 2020
Prospectus Summary
Overview, page 1
1.We note your disclosure on page 2 detailing the "specific advantages" of ANG-3777.
Because ANG-3777 has not been approved by the FDA or foreign government equivalent,
please revise to refer to them as possible or potential advantages.  Similarly, revise your
disclosure on page 100.  In addition, we note your disclosure on page 2, 100 and 113 that
ANG-3777 demonstrated "clinically meaningful improvements" on several key
endpoints.  Please clarify whether these results were statically significant and disclose the
p-value used to determine significance.  Also, clarify whether all of the endpoints in your
Phase 2 clinical trial for DGF with ANG-3777 were met.

 FirstName LastNameJay R. Venkatesan
 Comapany NameAngion Biomedica Corp.
 March 10, 2020 Page 2
 FirstName LastNameJay R. Venkatesan
Angion Biomedica Corp.
March 10, 2020
Page 2
2.We note your disclosure on page 3 that "[t]here are currently two approved drugs for the
treatment of IPF, which despite having significant side-effects, generated approximately
$2.3 billion in combined 2018 worldwide sales."  Please revise your disclosure here and
throughout to clarify that, even if your product candidate is approved by the FDA for IPF,
there is no guarantee that your product candidate will generate comparable revenues to the
two currently approved drugs.
Implications of Being an Emerging Growth Company, page 5
3.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not
they retain copies of the communications.
Use of Proceeds, page 72
4.We note your disclosure that you intend to use net proceeds to fund your (1) ongoing
Phase 3 registration trial of ANG-3777 for DGF, (2) development and validation of your
commercial manufacturing process for ANG-3777 in preparation for the NDA
submission,  (3) ongoing Phase 2 clinical trial of ANG-3777 for CSA-AKI, (4) ongoing
Phase 1 clinical trial of ANG-3070 and preparation for subsequent clinical development,
and (5) research and development efforts, including ongoing studies of your ROCK2
inhibitor. Please specify how far in the development of each of the listed clinical trials or
programs you expect to reach with the proceeds of the offering. If any material amounts of
other funds are necessary to accomplish the specified purposes, state the amounts and
sources of other funds needed for each specified purpose and the sources. Refer to
Instruction 3 to Item 504 of Regulation S-K.
Research and Development Expenses, page 87
5.You disclosed multiple drug candidates with multiple indications at various stages and
that research and development is a significant aspect of your business.  You also disclosed
on page 89 that your R&D expenses for the year ended December 31, 2018 are primarily
related to ANG-3777.  For each period presented, please expand to provide more detail for
your research and development expenses, to the extent available, including but not limited
to, detail by drug candidates and/or by indications, as well as by the nature and sources
(for example, internal or external) of the expenses.
6.You disclose that research and development expenses include costs related to the
protection of intellectual property rights.  Please clarify for us and revise if necessary, the
nature of these costs and how these costs are properly classified as research and
development under ASC 730-10-55-2(i), which requires that legal work in connection
with patent application or litigation, and the sale or licensing of patents would not be
considered research and development within the scope of this topic.
7.You disclose here that you do not record indirect research and development expenses by

 FirstName LastNameJay R. Venkatesan
 Comapany NameAngion Biomedica Corp.
 March 10, 2020 Page 3
 FirstName LastName
Jay R. Venkatesan
Angion Biomedica Corp.
March 10, 2020
Page 3
product.  Please clarify for us and revise if necessary, the nature of your indirect costs and
whether you record them as research and development expenses under ASC 730.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgement and Estimates
Share-Based Compensation, page 95
8.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances, including stock compensation.
ANG-3777 for the Reduction in Severity of Delayed Graft Function
Phase 2 Clinical Trial, page 113
9.Please revise your disclosure for the second graph on pages 114 and the graph on page
115 to disclose whether the results were statistically significant and the p-values used to
determine statistical significance.
Our Business
ANG-3777 Phase 1 and Preclinical Results, page 117
10.Please revise here and throughout to remove conclusory statements regarding the results
of your clinical and preclinical trials for ANG-3777and ANG-3070, and provide detailed
disclosure regarding the tests conducted, including the number of tests conducted, the
number of test subjects in each cohort, the range of results observed in each, whether the
results were statistically significant and the p-value used to determine statistical
significance.  For example, we note your disclosure on page 118 that "you have
demonstrated in different animal models of organ injury that intervention with ANG-3777
following a 24-hour delay in the administration of the first dose appears to be as
efficacious as intervening with ANG-3777 either prophylactically or at the time of the
initial injury" and on page 119 that you have "consistently demonstrated activity across
different species, organ system, and acute organ injuries due to a variety of causes."  Also,
please provide a brief definition of the term "basket trial" on page 124.
Management
Director Compensation, page 151
11.We note your disclosure regarding your consultant agreement with Dr. Yamin.  If this
agreement is still in effect, please file it as an exhibit to your registration statement.

 FirstName LastNameJay R. Venkatesan
 Comapany NameAngion Biomedica Corp.
 March 10, 2020 Page 4
 FirstName LastName
Jay R. Venkatesan
Angion Biomedica Corp.
March 10, 2020
Page 4
Part II
Item 16. Exhibits and Financial Statement Schedules, page II-4
12.Please file the commercial supply agreement with your current third-party supplier,
Alcami, Inc., as described on pages 40 and 124, or tell us why you believe it is not
required to be filed.
General
13.Please revise throughout to remove any inference that your product candidates have been
or will ultimately be determined to be safe or effective, as only the FDA and foreign
government equivalent regulators have the authority to make these determinations. We
note, by way of example, the statements on page 113 that you have demonstrated in
different animal models of organ injury that intervention with ANG-3777 following a 24-
hour delay in the administration of the fist does appears to be efficacious, on page 119
that "ANG-3777 has been shown in preclinical in vivo models to be effective ... ." and on
page 125 that "the key competitive factors affecting the development and commercial
success of [your] product candidates are efficacy, safety... ."
            You may contact Li Xiao at (202) 551-4391 or Terence O'Brien, Accounting Branch
Chief, at (202) 551-3355 if you have questions regarding comments on the financial statements
and related matters.  Please contact Tonya K. Aldave at (202) 551-3601 or Sonia Bednarowski at
(202) 551-3666 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Miles P. Jennings, Esq.