Elicio Therapeutics sets 2026 annual meeting date

Elicio sets its 2026 annual meeting for November 12, 2026 and aligns stockholder proposal and nomination deadlines, including universal proxy notices, to September 24, 2026.

Rhea-AI Filing Summary

Elicio Therapeutics, Inc. (ELTX) has set November 12, 2026 as the date for its 2026 annual meeting of stockholders. The company will provide the exact time, location and voting matters in its future proxy statement.

Because this meeting date is more than 30 days later than the prior year’s meeting, stockholder proposals for inclusion under Rule 14a-8, as well as director nominations and other business under the company’s bylaws, must be received by the company’s Secretary at its Boston headquarters by September 24, 2026. The same September 24, 2026 deadline applies to notices required under the universal proxy rules for stockholders intending to solicit proxies for their own director nominees.

8-K Event Classification

2 items: 5.08, 8.01

2 items

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

2026 Annual Meeting date: November 12, 2026 Rule 14a-8 proposal deadline: September 24, 2026 Bylaw nomination and other business deadline: September 24, 2026 +1 more

4 metrics

2026 Annual Meeting date November 12, 2026 Date established by the board for the 2026 annual meeting of stockholders

Rule 14a-8 proposal deadline September 24, 2026 Receipt deadline for stockholder proposals for inclusion in proxy materials

Bylaw nomination and other business deadline September 24, 2026 Deadline for director nominations and other business under Sections 2.4(b) and 2.5(b) of the bylaws

Universal proxy notice deadline September 24, 2026 Deadline for notices under Rule 14a-19 for soliciting proxies for alternative director nominees

Key Terms

Rule 14a-8, Amended and Restated Bylaws, universal proxy rules, Rule 14a-19, +1 more

5 terms

Rule 14a-8 regulatory

"stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

Amended and Restated Bylaws regulatory

"must also comply with the Company’s Amended and Restated Bylaws, as amended"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

universal proxy rules regulatory

"In addition, to comply with the universal proxy rules, stockholders who intend"

Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.

Rule 14a-19 regulatory

"information required by Rule 14a-19 under the Securities Exchange Act of 1934"

Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

proxy statement regulatory

"details regarding the exact time, location and matters to be voted on in the Company’s proxy statement"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is Elicio Therapeutics (ELTX) holding its 2026 annual meeting?

Elicio Therapeutics has set its 2026 annual meeting of stockholders for November 12, 2026. The company will later provide the exact time, location and items to be voted on in its proxy statement for the meeting.

What is the deadline for ELTX stockholder proposals under Rule 14a-8 for the 2026 meeting?

To be included in proxy materials under Rule 14a-8, stockholder proposals must be received by the company’s Secretary at Elicio’s Boston principal executive offices by September 24, 2026, and must comply with SEC rules and the company’s bylaws.

By when must ELTX stockholders submit director nominations or other business under the bylaws?

Stockholders wishing to nominate directors or propose other business under Elicio’s Amended and Restated Bylaws must deliver notice to the Secretary by September 24, 2026 at the company’s principal executive offices in Boston, Massachusetts.

What is the deadline related to the universal proxy rules for ELTX’s 2026 meeting?

Stockholders intending to solicit proxies in support of director nominees other than Elicio’s nominees must provide notice with the information required by Rule 14a-19 no later than September 24, 2026, to comply with the universal proxy rules.

Why did Elicio Therapeutics set new deadlines for 2026 stockholder proposals and nominations?

The 2026 annual meeting date of November 12, 2026 will be delayed by more than 30 and 60 days, respectively, from the anniversary of the last annual meeting. As a result, Elicio set a new September 24, 2026 deadline for Rule 14a-8 proposals, bylaw nominations and universal proxy notices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 10, 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:

☐ 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 ☒

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 5.08. Shareholder Director Nominations.

To the extent applicable, the information set forth below under Item 8.01 of this Current Report on Form 8-K “Notice of Annual Meeting” is incorporated by reference into this Item 5.08.

Item 8.01. Other Events.

The Board of Directors of Elicio Therapeutics, Inc. (the “Company”) has established November 12, 2026 as the date of the Company’s 2026 annual meeting of stockholders (the “Annual Meeting”). The Company plans to publish additional details regarding the exact time, location and matters to be voted on at the Annual Meeting in the Company’s proxy statement for the Annual Meeting.

Because the date of the Annual Meeting will change by more than 30 calendar days from the anniversary date of the Company’s last annual meeting of stockholders, the Company has set a deadline for the receipt of stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (“Rule 14a-8”) for inclusion in the Company’s proxy materials relating to the Annual Meeting. In order for a proposal under Rule 14a-8 to be timely, it must be received by the Company’s Secretary at the principal executive offices of the Company by September 24, 2026, which the Company has determined to be a reasonable time before the Company’s proxy materials are due to be printed and sent. Such proposals must also comply with the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”) and the rules of the Securities and Exchange Commission regarding the inclusion of stockholder proposals in proxy materials, and any such proposal may be omitted if not in compliance with applicable requirements.

The address of the Company’s principal executive offices is 451 D Street, 5th Floor, Boston, Massachusetts 02210.

Stockholders wishing to nominate a director or propose matters to be considered at the Annual Meeting in the manner contemplated by the Bylaws must submit timely notice to the Company in order for such matters to be considered at the Annual Meeting. Because the date of the Annual Meeting will be delayed by more than 60 days from the first anniversary of the Company’s last annual meeting of stockholders, in accordance with Sections 2.4(b) and 2.5(b) of the Bylaws, such notice must be received by the Company’s Secretary at the address above by September 24, 2026. Such proposals must also comply with all other requirements set forth in the Bylaws and other applicable laws.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, no later than September 24, 2026.

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: September 14, 2026

Robert Connelly President and Chief Executive Officer (Principal Executive Officer)

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3 documents

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