GKCC, LLC Amends Elicio Therapeutics Stake

TL;DR

GKCC, LLC updated its Elicio Therapeutics filing on 6/28. Ownership change incoming.

AI Summary

GKCC, LLC has amended its Schedule 13D filing regarding Elicio Therapeutics, Inc. on June 28, 2024. The filing indicates a change in beneficial ownership, though specific new ownership percentages or dollar amounts are not detailed in this excerpt. GKCC, LLC is based in Wilmington, DE.

Why It Matters

This filing signals a potential shift in control or influence over Elicio Therapeutics, Inc. by GKCC, LLC, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor activity or significant stake-building, which may lead to volatility.

Key Numbers

• 20240702 — Filing Date (Date of the SC 13D/A filing)
• June 28, 2024 — Event Date (Date of the event requiring the filing)

Key Players & Entities

• GKCC, LLC (company) — Filing person
• Elicio Therapeutics, Inc. (company) — Subject company
• Angion Biomedica Corp. (company) — Former company name of Elicio Therapeutics, Inc.

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie
• $4.99 — ogether at a combined offering price of $4.99 per July 2024 Pre-Funded Warrant and ac

Filing Documents

• gkcc_sch13da.htm (SC 13D/A) — 76KB
• 0001068238-24-000141.txt ( ) — 77KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

is hereby amended and supplemented as follows

Item 3 is hereby amended and supplemented as follows: On June 28, 2024, the Issuer 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, relating to an underwritten offering (the " Offering "). In connection with the Offering, on July 1, 2024, the Issuer issued to Ms. Chudnovsky pre-funded warrants to purchase up to 1,600,000 shares of the Issuer's Common Stock (the " July 2024 Pre-Funded Warrants ") and common warrants to purchase up to 1,600,000 shares of the Issuer's Common Stock (the " Common Warrants ," and together with the July 2024 Pre-Funded Warrants and the Pre-Funded Warrants, the " Warrants "). Each July 2024 Pre-Funded Warrant and accompanying Common Warrant were sold together at a combined offering price of $4.99 per July 2024 Pre-Funded Warrant and accompanying Common Warrant. The foregoing description of the Underwriting Agreement, July 2024 Pre-Funded Warrants and the Common Warrants is qualified in its entirety by reference to the full text of the Underwriting Agreement, Form of July 2024 Pre-Funded Warrant and the Form of Common Warrant, copies of which are filed as Exhibits 1 through 3 to this Schedule 13D and incorporated herein by reference.

Purpose of the Transaction

Item 4. Purpose of the Transaction

is hereby amended and supplemented as follows

Item 4 is hereby amended and supplemented as follows: The response to Item 3 of this Schedule 13D is incorporated by reference herein.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

is hereby amended and supplemented as follows

Item 5 is hereby amended and supplemented as follows: (a, b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. As of the date of this Schedule 13D, Ms. Chudnovsky may be deemed to beneficially own, in the aggregate, 2,152,767 shares of Common Stock, which represents approximately 19.99% of the shares of Common Stock outstanding. Ms. Chudnovsky's beneficial ownership consists of (i) an option to purchase up to 4,525 shares of Common Stock, twenty five percent (25%) of which vested on the one-year anniversary of December 6, 2022, with the remaining options vesting in equal monthly installments over a two-year period thereafter, (ii) 1,915,639 shares of Common Stock held directly by GKCC, LLC and (iii) 232,603 shares of Common Stock underlying Warrants exercisable within 60 days. Not included are 4,000,099 shares of Common Stock underlying the Warrants that are not presently convertible into Common Stock due to a 19.99% beneficial ownership limitation. The foregoing beneficial ownership percentages are based on (i) a total of 10,769,221 shares of Common Stock outstanding as of July 1, 2024, as provided by the Issuer, and (ii) for purposes of calculating Ms. Chudnovsky's beneficial ownership percentage, 4,525 shares of Common Stock, twenty five percent (25%) of which vested on the one-year anniversary of December 6, 2022, with the remaining options vesting in equal monthly installments over a two-year period thereafter. (c) The response to Item 3 is incorporated by reference herein. Except as set forth in this Schedule 13D, no transactions in the shares of Common Stock have been effected by the Reporting Persons within the past 60 days.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

is hereby amended and supplemented as follows

Item 6 is hereby amended and supplemented as follows: The response to Item 3 of this Schedule 13D is incorporated by reference herein.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Name 1 Underwriting Agreement, dated as of June 28, 2024, between Elicio Therapeutics, Inc. and JonesTrading Institutional Services LLC, as representative of the several underwriters named therein (incorporated by reference to Exhibit 1.1 to Elicio Therapeutics, Inc.'s Form 8-K filed on July 1, 2024). 2 Form of July 2024 Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to Elicio Therapeutics, Inc.'s Form 8-K filed on July 1, 2024). 3 Form of Common Warrant (incorporated by reference to Exhibit 4.1 to Elicio Therapeutics, Inc.'s Form 8-K filed on July 1, 2024). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 2, 2024 /s/ Yekaterina Chudnovsky Yekaterina Chudnovsky GKCC, LLC Dated: July 2, 2024 By: /s/ Yekaterina Chudnovsky Name: Yekaterina Chudnovsky Title: Manager

View Full Filing

View this SC 13D/A filing on SEC EDGAR