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Elicio Therapeutics Inc

For the period ended Dec 31, 2023. Filed Mar 29, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 29, 2024

ELTX$1.61-2.1%Stored close · as of Nov 10, 2026

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Item 15. Exhibits and Financial Statement Schedules

(a)Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K

(b)Exhibits.

ExhibitNumber · ExhibitDescription · Incorporated byReference · Filed Herewith
Form · Date · Number
2.1Agreement and Plan of Merger and Reorganization, dated January 17, 2023, by and among Angion Biomedica Corp., Arkham Merger Sub, Inc. and Elicio Therapeutics, Inc.8-K1/17/20232.1
3.1Amended and Restated Certificate of Incorporation8-K2/9/20213.1
3.2Certificate of Amendment (Reverse Stock Split) to the Amended and Restated Certificate of Incorporation, dated June 1, 2023..8-K6/2/20233.3
3.3Certificate of Amendment (Officer Exculpation) to the Amended and Restated Certificate, dated June 1, 2023.8-K6/2/20233.4
3.4Certificate of Amendment (Name Change) to the Amended and Restated Certificate of Incorporation, dated June 1, 2023.8-K6/2/20233.5
3.5Amended and Restated Bylaws8-K2/9/20213.2
4.1Reference is made to exhibits 3.1 through 3.5.
4.2Form of Common Stock Certificate.S-1/A2/1/20214.2
4.3Form of Warrant to Purchase Common Stock.S-11/15/20214.3
4.4Amended and Restated Registration Rights Agreement, dated as of March 31, 2020, by and among Angion Biomedica Corp. and the investors party thereto.S-11/15/20214.6
4.5Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.10-K3/30/20224.5
10.1Lease Between Elicio Therapeutics, Inc. and RREF II 451D, LLC dated July 21, 2021.S-4/A3/29/202310.34
10.2#Offer Letter between Elicio Therapeutics, Inc. and Brian Piekos, dated May 9, 2023.8-K6/2/202310.2+
10.3Form of Indemnification Agreement between Elicio Therapeutics, Inc. and each of its directors and officers.8-K6/2/202310.8
10.4Information Rights Letter, dated May 30, 2023, by and between Clal Biotechnology Industries Ltd. and Elicio Therapeutics, Inc.8-K6/2/202310.13
10.5#Employment Agreement between Elicio Therapeutics, Inc. and Robert Connelly, dated as of November 15, 2018.S-4/A3/29/202310.29+
10.6#Offer Letter between Elicio Therapeutics, Inc. and Dr. Christopher Haqq, dated as of September 29, 2019.S-4/A3/29/202310.30+
10.7#Separation and Release Agreement, dated as of October 19, 2023, by and between the Company and Annette Matthies, Ph.D.
10.8#Employment Letter, by and between Elicio Therapeutics, Inc. and Peter DeMuth, dated as of April 13, 2022.S-4/A3/29/202310.32+
10.9Subscription Agreement, dated as of December 22, 2023, by and between the Company and GKCC, LLC.8-K12/22/202310.1
10.10#Elicio Therapeutics, Inc. 2012 Equity Incentive Plan, as amended.S-4/A3/29/202310.27+
10.11#Elicio Therapeutics, Inc. 2022 Equity Incentive Plan, as amended.S-4/A3/29/202310.28+
10.12†Exclusive Patent License Agreement, dated January 22, 2016, by and between Elicio Therapeutics, Inc. and the Massachusetts Institute of Technology, as amended.S-4/A3/29/202310.25+
10.13Note Purchase Agreement, dated January 17, 2023, by and between Elicio Therapeutics and Angion Biomedica Corp., and Form of Promissory Note.8-K1/17/202310.1
10.14#Amended and Restated Non-Employee Director Compensation Policy.X
10.15#Executive Severance Plan.8-K2/2/202410.1
10.16(a)#Second Amended and Restated 2015 Equity Incentive Plan.S-11/15/202110.5(a)
10.16(b)#Form of Incentive Stock Option Grant under 2015 Equity Incentive Plan.S-11/15/202110.5(b)
10.16(c)#Form of Non-Qualified Stock Option Grant under 2015 Equity Incentive Plan.S-11/15/202110.5(c)
10.16(d)#Form of Stock Option Exercise under 2015 Equity Incentive Plan.S-11/15/202110.5(d)
10.17(a)#2021 Incentive Award Plan.S-1/A2/1/202110.6(a)
10.17(b)#Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan.S-1/A2/1/202110.6(b)
10.17(c)#Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2021 Incentive Award Plan.S-1/A2/1/202110.6(c)
10.17(d)#Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Incentive Award Plan.S-1/A2/1/202110.6(d)
10.18#2021 Employee Stock Purchase Plan.S-1/A2/1/202110.7
10.19#Elicio Therapeutics, Inc. 2024 Inducement Incentive Award Plan.X
10.20#Form of Stock Option Grant Notice and Stock Option Agreement under the 2024 Inducement Incentive Award Plan.X
10.21#Form of Inducement Stock Option Grant Notice and Agreement.X
21.1Subsidiaries of the registrant.S-11/15/202121.1
23.1Consent of independent registered public accounting firm.X
24.1Power of Attorney (reference is made to the signature page hereto).X
31.1Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.1^Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.2^Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
97.1Elicio Therapeutics, Inc. Clawback Policy (effective October 31, 2023).
101.INSInline XBRL Instance DocumentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data FileX

† Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.

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