Elicio Therapeutics Reports Material Definitive Agreement

TL;DR

Elicio Therapeutics just signed a big deal and sold some stock, watch this space.

AI Summary

Elicio Therapeutics, Inc. announced on August 12, 2024, that it entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. Further details regarding these events are provided in the filing.

Why It Matters

This filing indicates significant financial and contractual developments for Elicio Therapeutics, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Elicio Therapeutics, Inc. (company) — Registrant
• August 12, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share ELTX The Nasdaq
• $20.0 million — tible Note") in the principal amount of $20.0 million (the "Note Financing"). The purchaser o
• $19.7 million — ffering expenses, will be approximately $19.7 million. The Company intends to use the net pro
• $5.81 — based on an initial conversion price of $5.81 (the "Conversion Price") per share of C

Filing Documents

• ef20033947_8k.htm (8-K) — 45KB
• ef20033947_ex4-1.htm (EX-4.1) — 128KB
• ef20033947_ex10-1.htm (EX-10.1) — 257KB
• ef20033947_ex10-2.htm (EX-10.2) — 45KB
• ef20033947_ex10-3.htm (EX-10.3) — 22KB
• ef20033947_ex10-4.htm (EX-10.4) — 63KB
• ef20033947_ex99-1.htm (EX-99.1) — 11KB
• 0001140361-24-036848.txt ( ) — 837KB
• eltx-20240812.xsd (EX-101.SCH) — 4KB
• eltx-20240812_lab.xml (EX-101.LAB) — 22KB
• eltx-20240812_pre.xml (EX-101.PRE) — 16KB
• ef20033947_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 12, 2024, Elicio Therapeutics, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company issued a 3.0% Senior Secured Convertible Promissory Note due February 15, 2026 (the "Convertible Note") in the principal amount of $20.0 million (the "Note Financing"). The purchaser of the Convertible Note is GKCC, LLC, an entity controlled by a member of the board of directors of the Company (the "Purchaser"). The Convertible Note was sold in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company estimates that the net proceeds from the sale of the Convertible Note, after deducting offering expenses, will be approximately $19.7 million. The Company intends to use the net proceeds from the Note Financing for working capital and general corporate purposes. JonesTrading Institutional Services LLC served as financial advisor for the Note Financing. The Convertible Note will be a senior, secured obligation of the Company and its subsidiaries, and interest will accrue and be payable quarterly in cash on the principal amount equal to 3% per annum, with an initial interest payment date of June 30, 2025. The Convertible Note will mature on February 15, 2026, unless earlier converted in accordance with the terms of the Convertible Note. The Convertible Note is secured by a (i) first priority lien on substantially all assets of the Company and its subsidiaries, pursuant to the Security Agreement (as defined below) and (i) first priority lien on intellectual property of the Company, as further described in and pursuant to the IP Security Agreement (as defined below). The Convertible Note will be convertible into shares of the Company's common stock, $0.01 par value per share ("Common Stock"), in whole or in part, at the option of

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of the Purchaser in the Securities Purchase Agreement, the Convertible Note was sold in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Neither the Convertible Note nor the Common Stock issuable on conversion thereof have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy Convertible Notes, shares of Common Stock or other securities of the Company.

01. Other Events

Item 8.01. Other Events. On August 12, 2024, the Company issued a press release related to the Convertible Note. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Senior Secured Convertible Promissory Note due February 15, 2026. 10.1 Securities Purchase Agreement, dated August 12, 2024, by and between the Company and GKCC, LLC* 10.2 Security Agreement, dated August 12, 2024, by and between the Company and GKCC, LLC* 10.3 IP Security Agreement, dated August 12, 2024, by and between the Company and GKCC, LLC* 10.4 Subsidiary Guarantee, dated August 12, 2024, among Elicio Operating Company, Inc., Elicio Securities Corp. and GKCC, LLC* 99.1 Press Release dated August 12, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document). *Certain exhibits and schedules have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request. 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: August 12, 2024 By: /s/ Robert Connelly Robert Connelly President and Chief Executive Officer (Principal Executive Officer)

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View this 8-K filing on SEC EDGAR