Elicio Therapeutics Inc 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromto Commission file number001-39990 Elicio Therapeutics, Inc.(Exact name of registrant as specified in its charter) 11-3430072(I.R.S. Employer Identification No.) Delaware(State or other jurisdiction ofincorporation or organization)451 D Street, 5th Floor,Boston,Massachusetts(Address of Principal Executive Offices) 02210(Zip Code) (857)209-0050Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.01ELTXTheNasdaqCapital Market Securities registered pursuant to section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports); and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-(§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe Registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the Registrant's executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting stock and non-voting common stock held by non-affiliates of the registrant,based on the closing price of a share of the registrant’s common stock on June 28, 2024, the last business day of theregistrant’s most recently completed second fiscal quarter, as reported by the Nasdaq Capital Market on such date, wasapproximately $33.2million. Shares of common stock held by each executive officer and director and by each entityaffiliated with an executive officer or director have been excluded from this computation. The determination of affiliatestatus for this purpose is not necessarily a conclusive determination for other purposes. The number of shares of the issuer’s common stock outstanding as of March25, 2025, was15,953,524. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed for the registrant’s 2025 Annual Meeting of Stockholdersare incorporated by reference into Part III hereof. Such proxy statement will be filed with the Securities and ExchangeCommission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. Auditor Location:Tewksbury,Massachusetts Auditor Name:Baker Tilly US, LLP TABLE OF CONTENTS Forward-Looking Statements Part I Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine SafetyDisclosures Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities92Item 6. [Reserved]9