Small Company Offering and Sale of Securities Without Registration (d)
January 13 2020 - 2:52PM
Edgar (US Regulatory)
x
NoneEntity Type | 0001601485 | |
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other |
| Name of Issuer |
Angion Biomedica Corp. |
| Jurisdiction of Incorporation/Organization |
| DELAWARE |
| |
| Year of Incorporation/Organization |
| |
x
| Over Five Years Ago |
| |
o
| Within Last Five Years (Specify Year) | |
| |
o
| Yet to Be Formed | |
| 2. Principal Place of Business and Contact Information |
| Name of Issuer | |
| Angion Biomedica Corp. | |
| Street Address 1 | Street Address 2 |
| 51 CHARLES LINDBERGH BOULEVARD | |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| UNIONDALE | NEW YORK | 11553 | (516) 326-1200 |
| Last Name | First Name | Middle Name |
| Goldberg | Itzhak | D. |
| Street Address 1 | Street Address 2 |
| 51 Charles Lindbergh Boulevard | |
| City | State/Province/Country | ZIP/Postal Code |
| Uniondale | NEW YORK | 11553 |
| Relationship: |
x
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | Chairman |
| Last Name | First Name | Middle Name |
| Venkatesan | Jay | R. |
| Street Address 1 | Street Address 2 |
| 51 Charles Lindbergh Boulevard | |
| City | State/Province/Country | ZIP/Postal Code |
| Uniondale | NEW YORK | 11553 |
| Relationship: |
x
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | Chief Executive Officer |
| Last Name | First Name | Middle Name |
| Yamin | Michael | |
| Street Address 1 | Street Address 2 |
| 51 Charles Lindbergh Boulevard | |
| City | State/Province/Country | ZIP/Postal Code |
| Uniondale | NEW YORK | 11553 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Ganzi | Victor | |
| Street Address 1 | Street Address 2 |
| 51 Charles Lindbergh Boulevard | |
| City | State/Province/Country | ZIP/Postal Code |
| Uniondale | NEW YORK | 11553 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
|
o
| Agriculture | | Health Care |
o
| Retailing |
| | Banking & Financial Services | |
x
| Biotechnology |
o
| Restaurants |
| |
o
| Commercial Banking | |
o
| Health Insurance | | Technology |
| |
o
| Insurance | |
o
| Hospitals & Physicians | |
o
| Computers |
| |
o
| Investing | |
o
| Pharmaceuticals | |
o
| Telecommunications |
| |
o
| Investment Banking | |
o
| Other Health Care | |
o
| Other Technology |
| |
o
| Pooled Investment Fund
| | | | | Travel |
| |
o
| Other Banking & Financial Services |
o
| Manufacturing | |
o
| Airlines & Airports |
| | Real Estate | |
o
| Lodging & Conventions |
| |
o
| Commercial | |
o
| Tourism & Travel Services |
| |
o
| Construction | |
o
| Other Travel |
| |
o
| REITS & Finance |
o
| Other |
| |
o
| Residential | |
| |
o
| Other Real Estate | |
|
o
| Business Services | |
| | Energy | |
| |
o
| Coal Mining | |
| |
o
| Electric Utilities | |
| |
o
| Energy Conservation | |
| |
o
| Environmental Services | |
| |
o
| Oil & Gas | |
| |
o
| Other Energy | |
| Revenue Range | Aggregate Net Asset Value Range |
|
o
| No Revenues |
o
| No Aggregate Net Asset Value |
|
o
| $1 - $1,000,000 |
o
| $1 - $5,000,000 |
|
o
| $1,000,001 - $5,000,000 |
o
| $5,000,001 - $25,000,000 |
|
o
| $5,000,001 - $25,000,000 |
o
| $25,000,001 - $50,000,000 |
|
o
| $25,000,001 - $100,000,000 |
o
| $50,000,001 - $100,000,000 |
|
o
| Over $100,000,000 |
o
| Over $100,000,000 |
|
x
| Decline to Disclose |
o
| Decline to Disclose |
|
o
| Not Applicable |
o
| Not Applicable |
| 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
|
o
| Rule 504(b)(1) (not (i), (ii) or (iii)) |
o
| Rule 505 |
|
o
| Rule 504 (b)(1)(i) |
x
| Rule 506(b) |
|
o
| Rule 504 (b)(1)(ii) |
o
| Rule 506(c) |
|
o
| Rule 504 (b)(1)(iii) |
o
| Securities Act Section 4(a)(5) |
| |
o
| Investment Company Act Section 3(c) |
|
x
| New Notice | Date of First Sale | 2019-12-24 |
o
| First Sale Yet to Occur |
| Does the Issuer intend this offering to last more than one year? |
o
| Yes |
x
| No |
| 9. Type(s) of Securities Offered (select all that apply) |
|
o
| Pooled Investment Fund Interests |
o
| Equity |
|
o
| Tenant-in-Common Securities |
x
| Debt |
|
o
| Mineral Property Securities |
x
| Option, Warrant or Other Right to Acquire Another Security |
|
x
| Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
o
| Other (describe) |
| | |
| 10. Business Combination Transaction |
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
o
| Yes |
x
| No |
| |
| Clarification of Response (if Necessary) | |
| |
| Minimum investment accepted from any outside investor | $ 10000 USD |
| Recipient | Recipient CRD Number |
o
| None |
| GP Nurmenkari Inc. | 153480 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| 22 Elizabeth Street | SONO Square, Suite 1J |
| City | State/Province/Country | ZIP/Postal Code |
| Norwalk | CONNECTICUT | 06854 |
| State(s) of Solicitation |
x
| All States |
o
| Foreign/Non-US |
| |
| Recipient | Recipient CRD Number |
o
| None |
| T.R. Winston & Company, LLC | 10571 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| 2049 Century Park East | Suite 320 |
| City | State/Province/Country | ZIP/Postal Code |
| Los Angeles | CALIFORNIA | 90067 |
| State(s) of Solicitation |
x
| All States |
o
| Foreign/Non-US |
| |
| 13. Offering and Sales Amounts |
| Total Offering Amount | $ 12000000 USD |
o
Indefinite |
| Total Amount Sold | $ 6081980 USD | |
| Total Remaining to be Sold | $ 5918020 USD |
o
Indefinite |
| |
| Clarification of Response (if Necessary) |
| Company and Placement Agents may increase total offering amount. |
|
o
| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
| |
| | Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 51 |
| 15. Sales Commissions & Finders’ Fees Expenses |
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
| Sales Commissions | $ 563200 USD |
x
| Estimate |
| Finders' Fees | $ 0 USD |
o
| Estimate |
| |
| Clarification of Response (if Necessary) |
| Assumes offering is fully subscribed. Each placement agent ("PA") will also receive warrants equal to 10% of the total amount of notes sold by such PA divided by $15. |
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
| | $ 0 USD |
o
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