Elicio Therapeutics Enters Material Definitive Agreement

TL;DR

Elicio Therapeutics just signed a big deal, filing an 8-K on it.

AI Summary

Elicio Therapeutics, Inc. announced on June 28, 2024, that it entered into a Material Definitive Agreement. The company, formerly known as Angion Biomedica Corp., is incorporated in Delaware and headquartered in Boston, MA. This filing is a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant new contract or partnership for Elicio Therapeutics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can carry significant risks related to the terms, obligations, and potential outcomes of the agreement.

Key Numbers

• 001-39990 — SEC File Number (Identifies the company's filing with the SEC.)
• 11-3430072 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Elicio Therapeutics, Inc. (company) — Registrant
• Angion Biomedica Corp. (company) — Former Name
• June 28, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Boston, Massachusetts (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share ELTX The Nasdaq
• $5.00 — ogether at a combined offering price of $5.00 per Share and accompanying Common Warra
• $4.99 — ogether at a combined offering price of $4.99 per Pre-Funded Warrant and accompanying
• $10.9 m — fering are expected to be approximately $10.9 million, after deducting underwriting dis

Filing Documents

• ny20031755x4_8k.htm (8-K) — 38KB
• ny20031755x4_ex1-1.htm (EX-1.1) — 450KB
• ny20031755x4_ex4-1.htm (EX-4.1) — 91KB
• ny20031755x4_ex4-2.htm (EX-4.2) — 75KB
• ny20031755x4_ex5-1.htm (EX-5.1) — 15KB
• ny20031755x4_ex99-1.htm (EX-99.1) — 12KB
• ny20031755x4_ex5-1img01.jpg (GRAPHIC) — 3KB
• 0001140361-24-031811.txt ( ) — 972KB
• eltx-20240628.xsd (EX-101.SCH) — 4KB
• eltx-20240628_lab.xml (EX-101.LAB) — 22KB
• eltx-20240628_pre.xml (EX-101.PRE) — 16KB
• ny20031755x4_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 28, 2024, Elicio Therapeutics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with JonesTrading Institutional Services LLC, as the representative of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), relating to an underwritten offering (the "Offering") of (i) 500,000 shares (the "Shares") of the Company's common stock, $0.01 par value per share (the "Common Stock") and (ii) 1,800,000 pre-funded warrants exercisable for shares of Common Stock (the "Pre-Funded Warrants"), together with common warrants ("Common Warrants") to purchase up to 2,300,000 shares of Common Stock. Each Share and accompanying Common Warrant were sold together at a combined offering price of $5.00 per Share and accompanying Common Warrant, and each Pre-Funded Warrant and accompanying Common Warrant were sold together at a combined offering price of $4.99 per Pre-Funded Warrant and accompanying Common Warrant, which represents the combined purchase price per Share and accompanying Common Warrant less the $0.01 per share exercise price for each such Pre-Funded Warrant. The Common Warrants have an exercise price of $5.00 per share, are immediately exercisable and will expire five years from the issuance date. The net proceeds from the Offering are expected to be approximately $10.9 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company does not intend to list the Common Warrants and Pre-Funded Warrants on The Nasdaq Global Market ("Nasdaq") or any other nationally recognized securities exchange or trading system. The exercise price and the number of shares of Common Stock issuable upon exercise of the Common Warrants and Pre-Funded Warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassi

01. Other Events

Item 8.01. Other Events On June 28, 2024, the Company issued a press release (the "Pricing Press Release") announcing the pricing of the Offering. A copy of the Pricing Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including statements regarding the closing of the Offering, the Company's intent not to list the Common Warrants and Pre-Funded Warrants on Nasdaq or any other nationally recognized securities exchange or trading system, the anticipated amount of net proceeds from the Offering and the intended use of such proceeds. The forward-looking statements included in this Current Report on Form 8-K are subject to a number of risks, uncertainties and assumptions, including, without limitation, risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions related to the offering and other risks as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and other filings with the Securities and Exchange Commission. These statements are based only on facts currently known by the Company and speak only as of the date of this Current Report on Form 8-K. As a result, you are cautioned not to rely on these forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated June 28, 2024, between Elicio Therapeutics, Inc. and JonesTrading Institutional Services LLC, as representative of the several underwriters named therein. 4.1 Form of Common Warrant. 4.2 Form of Pre-Funded Warrant. 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1). 99.1 Pricing Press Release, dated June 28, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Elicio Therapeutics, Inc. Date: June 28, 2024 By: /s/ Robert Connelly Robert Connelly President and Chief Executive Officer (Principal Executive Officer)

View Full Filing

View this 8-K filing on SEC EDGAR