Elicio Therapeutics, Inc.

Definition and Limitations of Disclosure Controls

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluates these controls and procedures on an ongoing basis. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our President and Chief Executive Officer, our principal executive officer, and our Chief Strategy and Financial Officer, our principal accounting and financial officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025.

Based on the evaluation of our disclosure controls and procedures, our President and Chief Executive Officer and our Chief Strategy and Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) under the Exchange Act) that occurred during the quarter ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except as follows:

Remediation of Previously Identified Material Weaknesses

As previously disclosed in the Form 10-K, we identified control deficiencies in the design and operation of our internal control over financial reporting that constituted material weaknesses. The material weaknesses identified in our internal control over financial reporting related to (i) insufficient resources with knowledge and expertise in U.S. GAAP to properly evaluate certain complex transactions, including debt instruments and equity instruments; and (ii) insufficient financial reporting and close controls to ensure that incurred expenses are accrued at period end and deliverables from third party contractors are reviewed for accuracy.

Beginning in January 2024 and through June 30, 2025, we implemented a series of remediation measures designed to address the identified material weaknesses. These measures include:

• We engaged SEC compliance and technical accounting consultants to assist in evaluating complex debt and equity transactions for conformity with U.S. GAAP;

• We hired additional finance and accounting personnel to augment existing accounting staff and to provide more resources for complex accounting matters and financial reporting; and

• We strengthened our financial reporting and close processes relating to incurred expenses by ensuring our data capture procedures are clearly defined. We implemented quarterly controls which require outreach to business owners and vendors to discuss the project status, as well as began reviewing the accruals on a project-level basis rather than vendor-level. Additional levels of review were put in place over the expense accrual reconciliations and fluctuation analysis controls to ensure expenses are recorded during the period incurred. Additionally, all responsible personnel, including supervisory personnel, have adequate training regarding the process and expectation, ensuring all clinical invoices are approved and tied to our tracker.

As of June 30, 2025, management has completed testing of the newly implemented and enhanced controls and has concluded the material weaknesses have been fully remediated.