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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
July 1, 2026
Elicio Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-39990 |
11-3430072 |
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
|
| |
451 D Street, 5th Floor |
|
| |
Boston, Massachusetts 02210 |
|
| |
(Address of principal executive offices, including
zip code)
|
|
(857) 209-0050
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| (Title of each class) |
(Trading Symbol) |
(Name of exchange on which registered) |
| Common Stock, $0.01 par value per share |
ELTX |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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
Exhibit
No. |
|
Description |
| |
|
|
| 5.1 |
|
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
| |
|
|
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of July 1, 2026, by and among Elicio Therapeutics, Inc. and the purchasers party thereto. |
| |
|
|
| 10.2+ |
|
Placement Agency Agreement, dated as of July 1, 2026, by and between Elicio Therapeutics, Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC. |
| |
|
|
| 23.1 |
|
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1). |
| |
|
|
| 99.1 |
|
Pricing Press Release, dated July 1, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
|
+
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
(Principal Executive Officer) |
Exhibit 99.1
Elicio
Therapeutics Announces Pricing of $15 Million Registered Direct Offering
BOSTON,
July 01, 2026 — Elicio Therapeutics, Inc. (Nasdaq: ELTX) (“Elicio” or the “Company”),
a clinical-stage biotechnology company developing next-generation immunotherapies for KRAS-driven cancers, today announced that it
has entered into a definitive securities purchase agreement led by two new fundamental institutional investors with participation from
a large existing shareholder for the purchase of an aggregate of 4,380,313 shares of its common stock pursuant to a registered direct
offering (the “Offering”). The Offering is expected to result in gross proceeds of approximately $15 million, before deducting
placement agents’ fees and other Offering expenses. The closing of the Offering is expected to occur on or about July 6, 2026,
subject to the satisfaction of customary closing conditions. Elicio intends to use the net proceeds from the Offering, together with its
existing cash, cash equivalents and marketable securities, to primarily fund the planned Phase 1 clinical development of ELI-002 7P in
metastatic PDAC and Elicio’s pipeline and platform, as well as for working capital and general corporate purposes.
Titan Partners,
a division of American Capital Partners, is acting as lead placement agent for the Offering. B. Riley Securities, Inc. is
acting as co-placement agent for the Offering.
The Offering
is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-293861) initially filed with the Securities
and Exchange Commission ("SEC") on February 27, 2026, as amended on March 12, 2026, and declared effective by the
SEC on March 16, 2026 (the "Registration Statement"). The shares of common stock are being offered only by means of a prospectus,
including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying
prospectus relating to, and describing the terms of, the Offering will be filed with the SEC and will be available for free on the SEC’s
website at www.sec.gov. Electronic copies of the prospectus supplement and accompanying prospectus may also be obtained, when available,
by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007,
by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com, or B. Riley Securities, Inc. at 1655 Fort Myer Drive,
Suite 1200, Arlington, Virginia 22209, Attention: Syndicate Prospectus Department, by telephone at 703-312-9580 or by email at prospectuses@brileysecurities.com.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy any of the securities, nor shall there be any sale of these securities in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state
or other jurisdiction.
About ELI-002
Elicio’s lead product candidate, ELI-002, is a structurally novel
investigational AMP cancer immunotherapy that targets cancers that are driven by mutations in the KRAS-gene—a prevalent driver of
many human cancers. ELI-002 is comprised of two powerful components that are built with Elicio’s proprietary AMP technology consisting
of AMP-modified mutant KRAS peptide antigens and ELI-004, an AMP-modified CpG oligodeoxynucleotide adjuvant that is available as an off-the-shelf
subcutaneous administration.
ELI-002 7P (7-peptide formulation) was evaluated in the randomized
Phase 2 AMPLIFY-7P trial in patients with mKRAS-driven pancreatic cancer (NCT05726864). The Phase 2 AMPLIFY-7P trial included patients
with mKRAS-positive pancreatic cancer who completed standard therapy but remain at high risk of relapse. Based on topline results and
post-hoc analyses, Elicio has refined its Phase 3 development strategy to focus on patients with lower residual disease burden and extended
treatment duration. Elicio intends to initiate a Phase 1 study in metastatic PDAC designed to provide a rapid assessment of clinical activity
through a focused, confirmatory study, subject to funding. Elicio plans to use the study findings to further evaluate checkpoint inhibitor
combinations and help inform future development strategies in metastatic PDAC and the adjuvant PDAC Phase 3 trial. At the time of the
Phase 2 AMPLIFY-7P analysis, data for overall survival remained immature. The ELI-002 7P formulation is designed to provide immune response
coverage against seven of the most common KRAS mutations present in 25% of all solid tumors, thereby increasing the potential patient
population for ELI-002.
About Elicio Therapeutics
Elicio Therapeutics, Inc.
(Nasdaq: ELTX) is a clinical-stage biotechnology company advancing novel immunotherapies for the treatment of high-prevalence cancers,
including mKRAS-positive pancreatic and colorectal cancers. Elicio intends to build on recent clinical findings in the personalized cancer
immunotherapy space to develop effective, off-the-shelf immunotherapies. Elicio’s AMP technology aims to enhance the education,
activation and amplification of cancer-specific T cells relative to conventional immunotherapy strategies, with the goal of promoting
durable cancer immunosurveillance in patients. Elicio’s ELI-002 7P lead program is an off-the-shelf immunotherapy candidate targeting
the most common KRAS mutations, which drive approximately 25% of all solid tumors. Off-the-shelf immunotherapy approaches have the potential
benefits of low cost, rapid commercial scale manufacturing, and rapid availability of drug to patients, especially in neo-adjuvant
settings and for prophylaxis in high-risk patients, contrary to personalized immunotherapy approaches. ELI-002 7P was evaluated in the
randomized Phase 2 AMPLIFY-7P trial in patients with mKRAS-positive pancreatic cancer who completed standard therapy, but remain at high
risk of relapse. Based on topline results and post-hoc analyses, Elicio has refined its Phase 3 development strategy to focus on patients
with lower residual disease burden and extended treatment duration. Elicio intends to initiate a Phase 1 study in metastatic PDAC designed
to provide a rapid assessment of clinical activity through a focused, confirmatory study, subject to funding. Elicio plans to use the
study findings to further evaluate checkpoint inhibitor combinations and help inform future development strategies in metastatic PDAC
and the adjuvant PDAC Phase 3 trial. ELI-002 also has been studied in patients with mKRAS-positive colorectal cancer in Phase 1 studies.
In the future, Elicio plans to expand ELI-002 7P to other indications, including mKRAS positive lung cancer and other mKRAS positive cancers.
Elicio’s pipeline includes additional off-the-shelf therapeutic cancer immunotherapy candidates, including ELI-007 and ELI-008,
that target BRAF-driven cancers and p53 hotspot mutations, respectively.
Cautionary Note on Forward-Looking Statements
Certain statements
contained in this communication regarding matters that are not historical facts, are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as
the PSLRA. These include statements regarding Elicio’s intended use of proceeds from the Offering, the timing of the completion
of the Offering, and the satisfaction of customary closing conditions for the Offering. No forward-looking statement can be guaranteed,
and actual results may differ materially from those projected. Elicio undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Elicio uses words
such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,”
“could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,”
“objective,” “plan,” “predict,” “potential,” “positioned,” “seek,”
“should,” “target,” “will,” “would,” and similar expressions to identify these forward-looking
statements that are intended to be covered by the safe-harbor provisions of the PSLRA. Such forward-looking statements are based on Elicio’s
expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in
the statements due to a number of factors, including, but not limited to, Elicio’s plans to develop and commercialize its product
candidates, including ELI-002 7P; the timing of initiation of Elicio’s planned clinical trials; the timing of the availability of
data from Elicio’s clinical trials; the timing of any planned investigational new drug application or new drug application; Elicio’s
plans to research, develop and commercialize its current and future product candidates; and Elicio’s estimates regarding future
revenue, expenses, capital requirements and need for additional financing.
New factors
emerge from time to time, and it is not possible for Elicio to predict all such factors, nor can Elicio assess the impact of each such
factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements. These risks are more fully discussed under the heading “Risk Factors”
in Elicio’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026,
as amended on April 29, 2026, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC
on May 11, 2026, and any subsequent reports and other documents filed from time to time with the SEC. Forward-looking statements
included in this release are based on information available to Elicio as of the date of this release. Elicio does not undertake any obligation
to update such forward-looking statements to reflect events or circumstances after the date of this release, except to the extent required
by law.
Investor Relations Contact
Brian Ritchie
LifeSci Advisors
(212) 915-2578
britchie@lifesciadvisors.com
Media Contact
Michael Fitzhugh
LifeSci Communications
(415) 269-7757
mfitzhugh@lifescicomms.com
