Elicio Therapeutics, Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
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 | ||||
| 2.1 | Agreement 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-K | 1/17/2023 | 2.1 |
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K | 2/9/2021 | 3.1 |
| 3.2 | Certificate of Amendment (Reverse Stock Split) to the Amended and Restated Certificate of Incorporation, dated June 1, 2023. | 8-K | 6/2/2023 | 3.3 |
| 3.3 | Certificate of Amendment (Officer Exculpation) to the Amended and Restated Certificate, dated June 1, 2023. | 8-K | 6/2/2023 | 3.4 |
| 3.4 | Certificate of Amendment (Name Change) to the Amended and Restated Certificate of Incorporation, dated June 1, 2023. | 8-K | 6/2/2023 | 3.5 |
| 3.5 | Amended and Restated Bylaws | 8-K | 2/9/2021 | 3.2 |
| 4.1 | Reference is made to exhibits 3.1 through 3.5. | |||
| 4.2 | Form of Common Stock Certificate. | S-1/A | 2/1/2021 | 4.2 |
| 4.3 | Form of Warrant to Purchase Common Stock. | S-1 | 1/15/2021 | 4.3 |
| 4.4 | Amended and Restated Registration Rights Agreement, dated as of March 31, 2020, by and among Angion Biomedica Corp. and the investors party thereto. | S-1 | 1/15/2021 | 4.6 |
| 4.5 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | 10-K | 3/30/2022 | 4.5 |
| 4.6 | Form of Common Warrant | 8-K | 1/30/2025 | 4.1 |
| 4.7 | Form of Senior Secured Convertible Promissory Note due February 15, 2026. | 8-K | 8/12/2024 | 4.1 |
| 4.8 | Form of Common Warrant. | 8-K | 6/28/2024 | 4.1 |
| 4.9 | Form of Pre-Funded Warrant. | 8-K | 6/28/2024 | 4.2 |
| 4.10 | Form of Pre-Funded Warrant. | 8-K | 3/18/2024 | 10.2 |
| 10.1 | Lease Between Elicio Therapeutics, Inc. and RREF II 451D, LLC dated July 21, 2021. | S-4/A | 3/29/2023 | 10.34 |
| 10.2 | Form of Securities Purchase Agreement, dated as of January 29, 2025, by and among Elicio Therapeutics, Inc. and the purchasers party thereto | 8-K | 1/30/2025 | 10.1 |
| 10.3 | Securities Purchase Agreement, dated August 12, 2024, by and between the Company and GKCC, LLC | 8-K | 8/12/2024 | 10.1 |
| 10.4 | Security Agreement, dated August 12, 2024, by and between the Company and GKCC, LLC | 8-K | 8/12/2024 | 10.2 |
| 10.5 | IP Security Agreement, dated August 12, 2024, by and between the Company and GKCC, LLC | 8-K | 8/12/2024 | 10.3 |
| 10.6 | Subsidiary Guarantee, dated August 12, 2024, among Elicio Operating Company, Inc., Elicio Securities Corp. and GKCC, LLC | 8-K | 8/12/2024 | 10.4 |
| 10.7 | Subscription Agreement, dated as of March 18, 2024, by and between Elicio Therapeutics, Inc. and GKCC, LLC. | 8-K | 3/18/2024 | 10.1 |
| 10.8 | Capital on DemandTM Sales Agreement, dated as of June 3, 2024, by and between Elicio Therapeutics, Inc. and JonesTrading Institutional Services LLC | S-3 | 6/3/2024 | 1.3 |
| 10.9 | Form of Indemnification Agreement between Elicio Therapeutics, Inc. and each of its directors and officers. | 8-K | 6/2/2023 | 10.8 |
| 10.10 | Information Rights Letter, dated May 30, 2023, by and between Clal Biotechnology Industries Ltd. and Elicio Therapeutics, Inc. | 8-K | 6/2/2023 | 10.13 |
| 10.11# | Employment Agreement between Elicio Therapeutics, Inc. and Robert Connelly, dated as of November 15, 2018. | S-4/A | 3/29/2023 | 10.29+ |
| 10.12# | Offer Letter between Elicio Therapeutics, Inc. and Dr. Christopher Haqq, dated as of September 29, 2019. | S-4/A | 3/29/2023 | 10.30+ | |
| 10.13# | Employment Letter, by and between Elicio Therapeutics, Inc. and Peter DeMuth, dated as of April 13, 2022. | S-4/A | 3/29/2023 | 10.32+ | |
| 10.14# | Employment Agreement, dated March 21, 2025, by and between Elicio Therapeutics, Inc. and Preetam Shah. | 8-K | 3/24/2024 | 10.1+ | |
| 10.15 | Subscription Agreement, dated as of December 22, 2023, by and between the Company and GKCC, LLC. | 8-K | 12/22/2023 | 10.1 | |
| 10.16# | Elicio Therapeutics, Inc. 2012 Equity Incentive Plan, as amended. | S-4/A | 3/29/2023 | 10.27+ | |
| 10.17# | Elicio Therapeutics, Inc. 2022 Equity Incentive Plan, as amended. | S-4/A | 3/29/2023 | 10.28+ | |
| 10.18† | Exclusive Patent License Agreement, dated January 22, 2016, by and between Elicio Therapeutics, Inc. and the Massachusetts Institute of Technology, as amended. | S-4/A | 3/29/2023 | 10.25+ | |
| 10.19 | Note Purchase Agreement, dated January 17, 2023, by and between Elicio Therapeutics and Angion Biomedica Corp., and Form of Promissory Note. | 8-K | 1/17/2023 | 10.1 | |
| 10.20# | Amended and Restated Non-Employee Director Compensation Policy. | 10-K | 3/29/2024 | 10.14 | |
| 10.21# | Executive Severance Plan. | 8-K | 2/2/2024 | 10.1 | |
| 10.22# | Second Amended and Restated 2015 Equity Incentive Plan. | S-1 | 1/15/2021 | 10.5(a) | |
| 10.23# | Form of Incentive Stock Option Grant under 2015 Equity Incentive Plan. | S-1 | 1/15/2021 | 10.5(b) | |
| 10.24# | Form of Non-Qualified Stock Option Grant under 2015 Equity Incentive Plan. | S-1 | 1/15/2021 | 10.5(c) | |
| 10.25# | Form of Stock Option Exercise under 2015 Equity Incentive Plan. | S-1 | 1/15/2021 | 10.5(d) | |
| 10.26# | 2021 Incentive Award Plan. | S-1/A | 2/1/2021 | 10.6(a) | |
| 10.27# | Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan. | S-1/A | 2/1/2021 | 10.6(b) | |
| 10.28# | Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2021 Incentive Award Plan. | S-1/A | 2/1/2021 | 10.6(c) | |
| 10.29# | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Incentive Award Plan. | S-1/A | 2/1/2021 | 10.6(d) | |
| 10.30# | 2021 Employee Stock Purchase Plan. | S-1/A | 2/1/2021 | 10.7 | |
| 10.31# | Elicio Therapeutics, Inc. 2024 Inducement Incentive Award Plan. | 10-K | 3/29/2024 | 10.19 | |
| 10.32# | Form of Stock Option Grant Notice and Stock Option Agreement under the 2024 Inducement Incentive Award Plan. | 10-K | 3/29/2024 | 10.2 | |
| 10.33# | Form of Inducement Stock Option Grant Notice and Agreement. | 10-K | 3/29/2024 | 10.21 | |
| 19.1 | 2021 Insider Trading Compliance Policy, as amended | X | |||
| 21.1 | Subsidiaries of the registrant. | X | |||
| 23.1 | Consent of independent registered public accounting firm. | X | |||
| 24.1 | Power of Attorney (reference is made to the signature page hereto). | X | |||
| 31.1 | Certification 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 | |||
| 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 | |||
| 97.1 | Elicio Therapeutics, Inc. Clawback Policy (effective October 31, 2023). | ||||
| 101.INS | Inline XBRL Instance Document | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File | X |
† Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.
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