UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement
On July 1, 2026, Elicio Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (each an “Investor” and, collectively, the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”) an aggregate of 4,380,313 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”). Each share of Common Stock was sold at an offering price of $3.43. The aggregate gross proceeds to the Company from the Offering were approximately $15 million before deducting the placement agents’ fees and related offering expenses.
The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 30-day period following the closing of the Offering.
The Shares were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-293861), which was filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2026, as amended on March 2, 2026 and further amended on March 12, 2026, and declared effective by the Commission on March 16, 2026 (the “Registration Statement”).
Pursuant to a placement agency agreement (the “Placement Agency Agreement”) with Titan Partners Group, LLC, a division of American Capital Partners, as lead placement agent (“Titan Partners”), the Company agreed to pay Titan Partners and B. Riley Securities, Inc., as co-placement agent, in connection with the Offering certain placement agents' fees and related Offering expenses.
The Offering is expected to close on July 6, 2026, subject to customary closing conditions.
The foregoing summaries of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities in this Offering, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the securities is attached as Exhibit 5.1 hereto.
Item 8.01. Other Events
On July 1, 2026, the Company issued a press release (the “Pricing Press Release”) announcing the pricing of the Offering. A copy of the Pricing Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Elicio Therapeutics, Inc. | ||
| By: | /s/ ROBERT CONNELLY | |
| Date: July 2, 2026 |
Robert Connelly President and Chief Executive Officer | |