Elicio Therapeutics Inc美股招股说明书(2026-07-02版)

ELICIO THERAPEUTICS, INC.4,380,313 Shares of Common Stock We are offering 4,380,313 shares of our common stock. Our common stock is listed on The Nasdaq Capital Market under the symbol “ELTX.” On June 30, 2026, the last reported sale price ofour common stock was $3.91 per share. We are an “emerging growth company” and a “smaller reporting company” under applicable Securities and Exchange Commissionrules and are subject to reduced public company reporting requirements. See “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” We have engaged Titan Partners Group LLC, a division of American Capital Partners, LLC, as lead placement agent (“TitanPartners”), and B. Riley Securities, Inc., as co-placement agent (“B. Riley Securities,” and together with Titan Partners, the “placementagents”), to act as our exclusive placement agents in connection with this offering. The placement agents have agreed to use theirreasonable best efforts to arrange for the sale of the securities offered by this prospectus supplement. The placement agents are notpurchasing or selling any of the securities we are offering, and the placement agents are not required to arrange the purchase or sale ofany specific number of securities or dollar amount. We have agreed to pay to the placement agents the placement agents’ fees set forthin the table below, which assumes that we sell all of the securities offered by this prospectus. There are no arrangements to place thefunds in an escrow, trust or similar account. We will bear all costs associated with the offering. See “Plan of Distribution” on pageS-26 of this prospectus supplement for more information regarding these arrangements. Investing in our securities involves a high degree of risk. Please read “Risk Factors” beginning on page S-9 of this prospectussupplement, page 5 of the accompanying prospectus and under similar headings and in the documents incorporated by reference intothis prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or accompanying prospectus is truthful or complete. Any representationto the contrary is a criminal offense. Per ShareTotalOffering price$3.43$ 15,024,473.59Placement agents’ fees(1)$0.24$1,051,713.15Proceeds to Elicio Therapeutics, Inc. before expenses$3.19$13,973,198.47 (1)Includes a cash fee equal to 7.0% of the gross proceeds raised in this offering to be paid to the placement agents. Inaddition, we have agreed to reimburse certain expenses of the placement agents in connection with the offering. See“Plan of Distribution” for additional disclosure regarding placement agents’ compensation. Delivery of the securities offered pursuant to this prospectus supplement is expected to be made on or about July 6, 2026. Lead Placement Agent Titan Partnersadivision of American Capital Partners Co-Placement Agent B. Riley Securities Prospectus supplement dated July 1, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE ACCOMPANYING PROSPECTUS ABOUT THIS PROSPECTUSABOUT ELICIORISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATIONUSE OF PROCEEDSTHE SECURITIES WE MAY OFFERDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying baseprospectus and in any related free writing prospectus we prepare or authorize. We have not authorized anyone to give you any otherinformation, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction where offersto sell, or solicitations of offers to purchase, the securities offered by this documentation are unlawful, or if you are a person to whomit is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The informationcontained in this document speaks only as of the date of this document, unless the information specifically indicates that another dateapplies. Our business, financial condition, results of operations and prospects may have changed since those dates. ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of a “shelf” registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the“SEC”) and is made up of two parts. The first