angn-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM 10-Q

_____________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-39990

Elicio Therapeutics, Inc.

(Exact name of registrant as specified in its charter)


Delaware									11-3430072
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

451 D Street, 5th Floor Boston, Massachusetts									02210
(Address of Principal Executive Offices)									(Zip Code)

(857) 209-0050

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	ELTX	The Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required 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 be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding as of May 9, 2025 was 15,996,976.


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PART I FINANCIAL INFORMATION			Page
Item 1. Financial Statements			5
Condensed Consolidated Balance Sheets (unaudited)			5
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)			6
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)			7
Condensed Consolidated Statements of Cash Flows (unaudited)			8
Notes to Unaudited Interim Condensed Consolidated Financial Statements			9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosures			27
Item 4. Controls and Procedures			27
PART II OTHER INFORMATION
Item 1. Legal Proceedings			30
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			32
Item 3. Defaults Upon Senior Securities			32
Item 4. Mine Safety Disclosures			32
Item 5. Other Information			32
Item 6. Exhibits			33
Signatures			34

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Forward-Looking Statements

This Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements concerning our business strategy and plans, future operating results and financial position, as well as our objectives and expectations for our future operations, are forward-looking statements.

In some cases, you can identify forward-looking statements by terminology 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 other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

•our financial condition, including our ability to obtain the funding necessary to advance the development of ELI-002 and any other current or future product candidates, our ability to continue as a going concern and our cash runway;

•the ability of our clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results;

•our ability to utilize our platform to develop a pipeline of product candidates to address unmet needs in cancer;

•the timing, progress and results of clinical trials for ELI-002, and other current or future product candidates we may develop, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the studies or trials will become available, and the timing, progress and results of our research and development programs;

•the timing, scope and likelihood of regulatory filings and approvals, including timing of Investigational New Drug applications and U.S. Food and Drug Administration (“FDA”) approval of ELI-002 and any current or future product candidates;

•the timing, scope or likelihood of foreign regulatory filings and approvals;

•our ability to develop and advance our current product candidates and programs into, and successfully complete, clinical studies;

•our manufacturing, commercialization, and marketing capabilities and strategy;

•the need to hire additional personnel and our ability to attract and retain such personnel;

•the size of the market opportunity for our product candidates, including estimates of the number of patients who suffer from the diseases we are targeting;

•expectations regarding the approval and use of our product candidates in combination with other drugs;

•expectations regarding potential for accelerated approval or other expedited regulatory designation;

•our competitive position and the success of competing therapies that are or may become available;

•our anticipated research and development activities and projected expenditures;

•existing regulations and regulatory developments in the United States, Europe and other jurisdictions;

•the extent to which global economic and political developments, including the ongoing conflict between Ukraine and Russia, the conflicts in the Middle East, geopolitical tensions with China, and other geopolitical events, as well as the macroeconomic conditions, including inflation, volatility in interest rates, potential for economic slowdown or recession and potential governmental shutdowns, will affect our business operations, clinical trials, or financial condition;

•our expectations regarding other macroeconomic trends;

•our intellectual property position, including the scope of protection we are able to establish and maintain for intellectual property rights covering ELI-002, other current or future product candidates we may develop, including the extensions of existing patent terms where available, the validity of intellectual property rights held by third parties, and our ability not to infringe, misappropriate or otherwise violate any third-party intellectual property rights;

•our continued reliance on third parties to conduct additional clinical trials of our product candidates, and for the manufacture of our product candidates for clinical trials;

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•our ability to have manufactured sufficient supplies of drug product for clinical testing and commercialization;

•our ability to obtain, and negotiate favorable terms of, any collaboration, licensing or other arrangements that may be necessary or desirable to develop, manufacture or commercialize our product candidates;

•our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•our projected financial performance;

•our anticipated use of proceeds from potential financing activities;

•the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our planned operating expenses and capital expenditure requirements;

•the potential impact of anticipated funding pressures and the expected effect from U.S. export controls and tariffs; and

•the impact of laws and regulations.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”) filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2025 and elsewhere in this Quarterly Report on Form 10-Q. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into or review of all relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely on these statements.

This Quarterly Report on Form 10-Q also contains estimates, projections and other information concerning our industry, our business and the markets for certain drugs, including data regarding the estimated size of those markets, their projected growth rates and the incidence of certain medical conditions. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, medical and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

In this Quarterly Report on Form 10-Q, unless the context indicates otherwise, the terms “Company,” “Elicio,” “we,” “us,” and “our” refer to Elicio Therapeutics, Inc. and our wholly-owned subsidiaries.

Trademarks

This Quarterly Report on Form 10-Q includes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this Quarterly Report on Form 10-Q are the property of their respective owners. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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Part I FINANCIAL INFORMATION

Item 1. Financial Statements

ELICIO THERAPEUTICS, INC.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)


	March 31, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	18,351	$	17,618
Restricted cash, current	683		1,178
Prepaid expenses and other current assets	1,901		1,897
Total current assets	20,935		20,693
Property and equipment, net	430		483
Operating lease, right-of-use assets	5,481		5,706
Restricted cash, noncurrent	698		696
Other long-term prepaid assets	600		600
Total assets	$	28,144	$	28,178
Liabilities and stockholders’ equity (deficit)
Current liabilities
Accounts payable	$	4,037	$	1,038
Accrued expenses	5,770		8,415


Deferred research obligation	680		1,169
Operating lease liability, current	926		901

Total current liabilities	11,413		11,523
Warrant liabilities	2,962		2,828
Operating lease liability, noncurrent	4,865		5,105
Convertible note - related party	—		20,034
Total liabilities	19,240		39,490
Commitments and contingencies - Note 10
Stockholders' equity (deficit):
Common stock, $0.01 par value per share; 300,000,000 shares authorized; 15,983,191 shares and 11,043,837 shares issued at March 31, 2025 and December 31, 2024, respectively; 15,968,736 and 11,029,382 outstanding as of March 31, 2025 and December 31, 2024, respectively	160		110
Treasury stock, at cost, 14,455 shares outstanding	(150)		(150)
Additional paid-in capital	214,348		183,004
Accumulated other comprehensive loss	(144)		(175)
Accumulated deficit	(205,310)		(194,101)
Total stockholders' equity (deficit)	8,904		(11,312)
Total liabilities and stockholders' equity (deficit)	$	28,144	$	28,178

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ELICIO THERAPEUTICS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended March 31,
	2025		2024




Operating expenses:


Research and development	$	7,778	$	7,559
General and administrative	2,958		2,682
Total operating expenses	10,736		10,241
Loss from operations	(10,736)		(10,241)
Other (expense) income
Change in fair value of warrant liabilities	(507)		(1,278)
Loss on issuance of pre-funded warrants	—		(578)

Gain on sale of equipment	—		3
Foreign exchange transaction gain	—		153
Interest income	210		150
Interest expense	(176)		(36)
Total other expense, net	(473)		(1,586)
Net loss	(11,209)		(11,827)
Other comprehensive loss:
Foreign currency translation adjustment	31		(73)
Comprehensive loss	$	(11,178)	$	(11,900)
Net loss per common share, basic and diluted	$	(0.87)	$	(1.15)
Weighted average common shares and pre-funded warrants outstanding, basic and diluted	12,950,574		10,273,925

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ELICIO THERAPEUTICS, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share amounts)

(unaudited)


	Common Stock		Treasury Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity (Deficit)
		Shares	Amount		Shares			Amount
Balance as of December 31, 2024		11,043,837	$	110	(14,455)	$	(150)		$	183,004	$	(175)	$	(194,101)	$	(11,312)
Issuance of common stock from At-the-Market offering, net of issuance costs of $0 million		106,823	1		—	—			834		—		—		835
Issuance of common stock upon exercise of options		1,628	—		—	—			7		—		—		7
Conversion of senior note payable into common stock, net of issuance costs of $0.3 million		3,500,573	35		—	—			20,141		—		—		20,176
Issuance of common stock and warrants from the January Offering, net of fees of $0.8 million		1,261,830	13		—	—			9,130		—		—		9,143
Issuance of common stock upon the exercise of common warrants		68,500	1		—	—			715		—		—		716
Stock-based compensation		—	—		—	—			517		—		—		517
Foreign currency translation adjustment		—	—		—	—			—		31		—		31
Net loss		—	—		—	—			—		—		(11,209)		(11,209)
Balance as of March 31, 2025		15,983,191	$	160	(14,455)	$	(150)		$	214,348	$	(144)	$	(205,310)	$	8,904


	Common Stock		Treasury Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity (Deficit)
		Shares	Amount		Shares			Amount
Balance as of December 31, 2023		9,603,723	$	96	(14,455)	$	(150)		$	153,827	$	(197)	$	(142,203)	$	11,373
Issuance of common stock from At-the-Market offering, net of issuance costs of $0.1 million		615,363	6		—	—			5,056		—		—		5,062
Issuance of common stock upon settlement of restricted stock		903	—		—	—			11		—		—		11
Stock-based compensation		—	—		—	—			324		—		—		324
Foreign currency translation adjustment		—	—		—	—			—		(73)		—		(73)
Net loss		—	—		—	—			—		—		(11,827)		(11,827)
Balance as of March 31, 2024		10,219,989	$	102	(14,455)	$	(150)		$	159,218	$	(270)	$	(154,030)	$	4,870

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ELICIO THERAPEUTICS, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities
Net loss	$	(11,209)	$	(11,827)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	53		82
Amortization of right-of-use assets, operating leases	225		208
Non-cash interest expense	107		—
Amortization of debt discount	35		—
Change in fair value of warrant liabilities	507		1,278

Stock-based compensation expense	517		324
Loss on issuance of warrants	—		578
Gain on disposal of property and equipment, net	—		(3)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(4)		1,085
Other long-term prepaid assets	—		160
Accounts payable	2,999		(3,264)
Accrued expenses and other current liabilities	(2,645)		(432)
Deferred research obligation	(489)		(67)
Operating lease liabilities	(215)		(244)

Net cash used in operating activities	(10,119)		(12,122)
Cash flows from investing activities
Proceeds from sale of property and equipment	—		3
Net cash provided by investing activities	—		3
Cash flows from financing activities
Proceeds from exercise of common warrants	343		—
Proceeds from issuance of common stock and common warrants from the January Offering	9,143		—
Proceeds from issuance of common warrants	—		5,962
Proceeds from issuance of common stock	835		5,062
Proceeds from the exercise of stock options	7		—
Net cash provided by financing activities	10,328		11,024
Effect of foreign currency on cash	31		—
Net increase (decrease) in cash and cash equivalents	240		(1,095)
Cash, cash equivalents and restricted cash at the beginning of the period	19,492		14,301
Cash, cash equivalents and restricted cash at the end of the period	$	19,732	$	13,206

Components of cash, cash equivalents, and restricted cash
Cash and cash equivalents	$	18,351	$	11,853
Restricted cash	1,381		1,353
Total cash, cash equivalents and restricted cash	$	19,732	$	13,206

Supplemental disclosure of noncash investing and financing activities:
Fair value of pre-funded warrants at issuance date	$	—	$	6,579
Fair value of common warrants upon settlement	$	373	$	—
Conversion of related-party senior note payable into equity	$	20,034	$	—

Non-cash vesting of restricted common stock	$	—	$	11

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

Note 1—Description of the Business and Financial Condition

Elicio Therapeutics, Inc. (“Elicio” or the “Company”) is a clinical-stage biotechnology company pioneering the development of immunotherapies for patients with limited treatment options and poor outcomes suffering from cancer. Elicio and its wholly-owned subsidiaries, Elicio Securities Corporation (“ESC”), an investment company, Elicio Operating Company, Inc. (“Former Elicio”), and Elicio Australia Pty Ltd. (“Elicio Pty”), an Australian subsidiary established for the purposes of qualifying for research credits for studies conducted in Australia, are collectively referred to as “Elicio” throughout these condensed consolidated financial statements.

Liquidity and Going Concern

The Company has experienced net losses and negative cash flows from operating activities since inception. As of March 31, 2025, the Company had an accumulated deficit of $205.3 million. The Company expects that its operating losses and negative operating cash flows will continue for the foreseeable future as the Company continues to develop its product candidates.

As of March 31, 2025, the Company had $18.4 million in cash and cash equivalents. The Company’s losses from operations, negative operating cash flows and accumulated deficit, as well as the additional capital needed to fund operations for at least twelve months following the issuance of the condensed consolidated financial statements, raise substantial doubt about the Company’s ability to continue as a going concern. The Company expects to incur substantial expenditures in the foreseeable future for the development of its product candidates and will require additional financing to continue this development. The Company plans to address this condition through the sale of Company common stock or other securities in public offerings and/or private placements, debt financings, or through other capital sources, including licensing arrangements, partnerships and collaborations with other companies or other strategic transactions, but there is no assurance these plans will be completed successfully or at all. If the Company is unable to obtain additional capital when and as needed to continue as a going concern, it might have to further reduce or scale back its operations and/or liquidate its assets, and the values it receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in its financial statements.

The accompanying condensed consolidated financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2—Summary of Significant Accounting Policies

Please refer to "Note 2 – Summary of Basis of Significant Accounting Policies," to the Company's consolidated financial statements from the Form 10-K for the discussion of the Company's significant accounting policies.

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Any references in these notes to applicable guidance are meant to refer to U.S. GAAP as found in Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”).

The consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiaries, Elicio Pty, ESC, and Former Elicio. All significant intercompany balances and transactions have been eliminated. These interim financial statements are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for the fair statement of such interim financial statements. The December 31, 2024 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information should be read in conjunction with the consolidated financial statements and notes thereto contained in the Form 10-K.

Recently Issued Accounting Standards Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Except as noted below, the Company believes that

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

the impact of recently issued standards that are not yet effective will not have a material impact on its condensed consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The standard requires entities to disclose federal, state, and foreign income taxes in their rate reconciliation tables and elaborate on reconciling items that exceed a quantitative threshold. Additionally, it requires an annual disclosure of income taxes paid, net of refunds, categorized by jurisdiction based on a quantitative threshold. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is permitted. This ASU will result in the required additional disclosures being included in the Company’s consolidated financial statements, once adopted.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”). This ASU requires enhanced disclosures of disaggregated income statement expenses. Disclosure within the notes of the financial statements for each annual and interim period should include: employee compensation, depreciation, and intangible asset amortization, included in each relevant expense caption; certain amount that are already required to be disclosed under current U.S. GAAP in the same disclosure as the other disaggregation requirement; a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect that adoption of ASU 2024-03 will have on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This new guidance clarifies the accounting treatment of whether the settlement of convertible debt should be accounted for as an induced conversion or extinguishment of convertible debt. This guidance is effective for annual reporting periods beginning after December 15, 2025. The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.

Note 3—Fair Value Measurements

The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis and their assigned levels within the fair value hierarchy (in thousands):


	March 31, 2025
	Level 1		Level 2		Level 3		Total
Money market funds(1)	$	11,715	$	—	$	—	$	11,715

Total assets	$	11,715	$	—	$	—	$	11,715

Warrant liability	$	—	$	2,960	$	2	$	2,962

Total liabilities	$	—	$	2,960	$	2	$	2,962


	December 31, 2024
	Level 1		Level 2		Level 3		Total
Money market funds(1)	$	12,100	$	—	$	—	$	12,100
Total assets	$	12,100	$	—	$	—	$	12,100

Warrant liability	$	—	$	2,827	$	1	$	2,828
Total liabilities	$	—	$	2,827	$	1	$	2,828

_________________

(1) Included in cash, cash equivalents, and restricted cash on the condensed consolidated balance sheets. This balance includes cash requirements settled on a nightly basis.

Cash equivalents at March 31, 2025 and December 31, 2024 were held in U.S. Treasury securities.

There were no transfers made among the three levels in the fair value hierarchy during the periods presented.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

The fair value of the warrants assumed in the merger (the “Merger”) with Angion Biomedica Corp. (“Angion” and the warrants, the “Angion warrants”) were classified as Level 3 with key Level 3 inputs of exercise price, term, and volatility. The following table presents a summary of changes in Level 3 in the fair value of the Company’s common stock warrant liability (in thousands):


	March 31 2025		December 31, 2024
Balance, beginning of the period	$	1	$	11
Change in fair value	1		(10)
Balance, end of the period	$	2	$	1

Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with assets and liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

The fair value of the Angion warrants issued by the Company has been estimated using Black-Scholes option pricing model. The underlying equity included in Black-Scholes was valued based on the equity value implied from sales of preferred and common stock at each measurement date, as applicable. The fair value of the warrants was impacted by the model selected as well as assumptions surrounding unobservable inputs including the underlying equity value, expected volatility of the underlying equity, risk-free interest rate, and the expected term.

The fair value of the assumed Angion warrant liability was estimated using the following assumptions:


	March 31, 2025			December 31, 2024
Weighted average strike price	$	76.00		$	76.00
Contractual term (years)	3.4			3.7
Volatility (annual)	79.1		%	74.9		%
Risk-free rate	4.0		%	4.4		%
Dividend yield (per share)	—		%	—		%

In July 2024, the Company closed an underwritten public offering (the “Public Offering”), consisting of (i) 500,000 shares of the Company’s common stock (the “July Shares”), (ii) pre-funded warrants exercisable for 1,800,000 shares of common stock (the “July Pre-Funded Warrants”), and (iii) common warrants to purchase up to 2,300,000 shares of common stock (the “July Common Warrants”). Each July Pre-Funded Warrant issued and sold in the Public Offering is exercisable at an exercise price equal to $0.01 per share, subject to certain adjustments and limitations as provided under the terms of the July Pre-Funded Warrants. As of reporting period end, the outstanding July Pre-Funded Warrants are equity classified. Refer to Note 6 and 8 for further discussion. Each July Common Warrant is exercisable at an exercise price equal to $5.00 per share, subject to certain adjustments and limitations as provided under the terms of the July Common Warrants. At the Company’s annual stockholder’s meeting in November 2024, the Company obtained stockholder approval for GKCC, LLC (“GKCC”), together with its affiliates, to exceed the 19.99% beneficial ownership limitation pursuant to the rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”) (“Stockholder Approval”). As a result of obtaining Stockholder Approval, certain July Common Warrants are equity classified while the remainder of the outstanding July Common Warrants are liability classified and are subsequently remeasured at each reporting period end.

The Company identified the July Common Warrants as liabilities and measured them at fair value on July 1, 2024, and subsequently remeasures the fair value of these warrant liabilities at each reporting period end. The Company is able to calculate the fair value measurement based on directly observable inputs from active markets, therefore these warrants are classified as Level 2. For the three months ended March 31, 2025, the Company recognized a loss of $0.5 million in fair value remeasurement.

The Company records the change in the fair value of the outstanding warrants in change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss included in this Quarterly Report on Form 10-Q.

Note 4—Balance Sheet Components

Prepaid and Other Current Assets

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

Prepaid and other current assets consisted of the following (in thousands):


	March 31, 2025		December 31, 2024
Prepaid research and development contract services	$	1,331	$	1,206
Advanced professional fees	297		243
Prepaid insurance	157		347
Other prepaid expenses and other current assets	116		101
Total prepaid and other current assets	$	1,901	$	1,897

Property and Equipment, Net

Property and equipment, net was comprised of the following (in thousands):


	March 31, 2025		December 31, 2024
Equipment	$	1,661	$	1,661
Furniture and fixtures	242		242
Leasehold improvements	132		132

Total property and equipment	2,035		2,035
Less: accumulated depreciation	(1,605)		(1,552)
Property and equipment, net	$	430	$	483

Depreciation expense for each of the three months ended March 31, 2025 and 2024 was $0.1 million.

Other long-term prepaid assets

Other long-term prepaid assets consisted of the advance payments for clinical trial services, totaling $0.6 million for both March 31, 2025 and December 31, 2024.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	March 31, 2025		December 31, 2024
Accrued professional fees	$	740	$	1,167
Accrued compensation and benefits	698		2,312
Accrued research and development	4,302		4,910

Other accrued expenses	30		26
Total accrued expenses	$	5,770	$	8,415

Note 5 — Research Grant

In September 2022, Former Elicio entered into a grant agreement with the Gastro-Intestinal (“GI”) Research Foundation, a not-for-profit organization focused on supporting research to treat, cure, and prevent digestive diseases. Of the $2.8 million award, $2.3 million was received in September 2022 and the remaining $0.5 million was received in June 2023 with the completion of the development efforts as defined in the grant agreement. The final $0.5 million payment was applied as a credit to the second grant agreement described below.

In September 2023, the Company entered into a second grant agreement with the GI Research Foundation for $3.1 million, with such amount received net of the $0.5 million credit, described above. For the three months ended March 31, 2024, the Company incurred $1.4 million in research and development expenses related to this project, of which $0.1 million was reimbursed from available grant funds. As of March 31, 2024, the grant funds available for the second grant agreement were $0.7 million and the deferred research obligation was $0.6 million. The second grant agreement activities were completed in the third quarter of 2024.

In August 2024, the Company entered into a third grant agreement with the GI Research Foundation for $1.5 million. The grant funds available as of March 31, 2025 were $0.7 million which are reflected in restricted cash in the

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

accompanying condensed consolidated balance sheets. The deferred research obligation as of March 31, 2025 was $0.7 million, which was reflected in the deferred research obligation in the accompanying condensed consolidated balance sheets. For the three months ended March 31, 2025, the Company incurred $0.5 million in research and development expenses related to this project, of which $0.5 million was reimbursed from available grant funds.

The award money for the three agreements was earned and recognized as a contra research and development expense as the expenses were incurred.

Note 6—Convertible Preferred Stock, Common Stock and Stockholders' Equity

Authorized Shares

The Company's current Amended and Restated Certificate of Incorporation, as amended, authorizes 300,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share.

At-The-Market Equity Programs

In May 2022, the Company filed a registration statement on Form S-3 (the “Prior Shelf Registration Statement”) with the SEC that registered the offering, issuance, and sale of an amount of common stock, preferred stock, debt securities, and warrants to purchase common stock, preferred stock and/or debt securities, not to exceed an aggregate initial offering price of $100 million. Simultaneously, the Company entered into an At-the-Market Equity Offering Sales Agreement with Stifel, Nicolaus & Company, Incorporated and Virtu Americas LLC, as sales agents, that provided for the issuance and sale of up to $21 million of shares of common stock from time to time in “at-the-market” offerings under the Prior Shelf Registration Statement and related prospectus filed with the Prior Shelf Registration Statement (the “2022 ATM Program"). During the three months ended March 31, 2024, the Company issued and sold a total of 615,363 shares of common stock under the 2022 ATM Program for aggregate net sale proceeds of approximately $5.1 million after deducting sales commissions. In May 2024, the 2022 ATM Program was terminated by the Company.

In June 2024, the Company filed a registration statement on Form S-3 (the “2024 Registration Statement”) with the SEC that registered the offering, issuance, and sale of an amount of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock and/or debt securities, and/or units consisting of any combination of such securities, not to exceed an aggregate initial offering price of $200 million. Simultaneously, the Company entered into the Capital on DemandTM Sales Agreement with JonesTrading Institutional Services LLC, as agent, to provide for the issuance and sale of up to $40 million of shares of common stock from time to time in “at-the-market” offerings under the 2024 Registration Statement and related prospectus filed with the 2024 Registration Statement (the “2024 ATM Program”). During the three months ended March 31, 2025, the Company issued and sold 106,823 shares of common stock under the 2024 ATM Program for aggregate net sale proceeds of approximately $0.8 million after deducting sales commissions.

Private Placement

In March 2024, the Company entered into a subscription agreement (the “March Subscription Agreement”) with GKCC, an entity controlled by a member of the Company’s board of directors, providing for the issuance and sale by the Company to GKCC of pre-funded warrants (the “March Pre-Funded Warrants”) (the “March Offering”). Each March Pre-Funded Warrant issued and sold in the March Offering is exercisable at an exercise price equal to $0.01 per share, subject to certain adjustments and limitations as provided under the terms of the March Pre-Funded Warrants. The net proceeds to the Company from the March Offering were approximately $6.0 million. Refer to Note 8 for additional information.

Public Offerings

In July 2024, the Company closed the Public Offering, which resulted in net proceeds of $10.9 million to the Company, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Public Offering consisted of the July Shares or in lieu thereof, the July Pre-Funded Warrants, and accompanying July Common Warrants. Each July Share and accompanying July Common Warrant were sold together at a combined offering price of $5.00 per July Share and accompanying July Common Warrant, and each July Pre-Funded Warrant and accompanying July Common Warrant were sold together at a combined offering price of $4.99 per July Pre-Funded Warrant and accompanying July Common Warrant, which represented the combined purchase price per July Pre-Funded Warrant and accompanying July Common Warrant less the $0.01 per share exercise price for each such July Pre-Funded Warrant.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

The July Common Warrants have an exercise price of $5.00 per share, are immediately exercisable and will expire five years from the issuance date. Refer to Note 3 and 8 for additional information.

In January 2025, the Company entered into a securities 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 “January Offering”): (i) an aggregate of 1,261,830 shares of the Company’s common stock (the “January Shares”) and (ii) common warrants to purchase up to an aggregate of 1,261,830 shares of common stock (the “January Common Warrants”). Each January Share and accompanying January Common Warrant were sold together at a combined offering price of $7.925. The January Common Warrants have an exercise price of $7.80 per share, are immediately exercisable and will expire five years from the initial exercise date. The January Offering resulted in net proceeds of $9.2 million to the Company after deducting the placement agent’s fees and related offering expenses.

Note 7—Stock-Based Compensation

As of March 31, 2025, there is an aggregate of 1,035,544 shares of common stock available for issuance under the Company’s equity incentive plans, including 471,889 shares available for future grants under the Company’s 2021 Incentive Award Plan, 176,323 shares available for future grants under the Company’s 2022 Equity Incentive Plan, as amended, and 387,332 shares available for future grants issuance under the Company’s 2024 Inducement Incentive Award Plan. Refer to "Note 8 – Stock-Based Compensation," to the Company's consolidated financial statements from the Form 10-K for the discussion of the Company's equity incentive plans.

Stock Options

The following table summarizes information and activity related to the Company’s stock options:


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Total Intrinsic Value (in thousands)
Outstanding as of December 31, 2024	1,890,932	$	15.69	6.78	$	920
Options granted	378,375	8.92

Options exercised	(1,628)	4.41
Forfeited (unvested)	(2,226)	6.81
Outstanding as of March 31, 2025	2,265,453	$	14.58	7.12	$	2,248
Options vested and exercisable	1,060,694	$	23.93	5.18	$	1,101

The aggregate intrinsic value in the above table is calculated as the difference between the estimated fair value of the Company's common stock price and the exercise price of the stock options. 378,375 stock options were granted during the three months ended March 31, 2025. The weighted average grant date fair value per share for the stock option grants during the three months ended March 31, 2025 was $8.92. As of March 31, 2025, the total unrecognized compensation expense related to unvested stock option awards granted was $5.4 million, which the Company expects to recognize over a weighted-average period of approximately 2.93 years.

Stock-based Compensation Expense

The following table summarizes total stock-based compensation expense recorded in the condensed consolidated statements of operations (in thousands):


	Three Months Ended March 31,
	2025		2024
Research and development	$	288	$	136
General and administrative	229		188
Total	$	517	$	324

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

The fair value of each option is estimated on the date of grant using a Black-Scholes option pricing model with the assumptions noted in the table below. The fair value of an award with only a service condition is amortized as compensation expense on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Compensation cost of awards that contain a performance condition are recognized when success is considered probable during the performance period. The Company has elected to account for forfeitures as they occur, rather than estimating the number of awards that are expected to vest. The risk-free interest rate is estimated using the weighted average rate of return on U.S. Treasury notes with a life that approximates the expected life of the option. The expected term of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The contractual life of the option was used for the expected life of options granted to non-employees. Expected volatility is based on the weighted average of the historical volatility of a peer group of publicly traded companies, using the daily closing prices during the equivalent period of the calculated expected term of stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company’s stock price becomes available, or until circumstances change, such that the identified entities are no longer comparable companies. The assumed dividend yield is based upon the Company's expectation of not paying dividends in the foreseeable future.

The fair value of each employee and non-employee stock option grant was estimated on the date of grant using Black-Scholes based on the following weighted average assumptions.


Options	Three months ended March 31,
	2025	2024
Risk-free interest rate	4.4%	3.8%
Expected dividend yield	0.0%	0.0%
Expected term in years (for employees)	6.08	5.50 - 6.08
Expected volatility	106.9%	79.5% - 79.7%

In March 2021 and June 2022, certain employees of the Company early exercised stock options. The shares had not fully vested at the time of exercise and were recorded as an unvested option exercise liability. As the shares vested, the Company recognized the shares and related expense as issuance of common stock upon settlement of restricted stock in the condensed consolidated financial statements for the period ended March 31, 2024.

Employee Stock Purchase Plan

In January 2021, the board of directors of Angion approved the Employee Stock Purchase Plan (the “ESPP”). The ESPP was effective on the date immediately prior to the effectiveness of Angion's registration statement relating to Angion’s initial public offering. The offering period and purchase period was determined by Angion’s board of directors. No offering periods or purchasing periods were active as of March 31, 2025. As of March 31, 2025, 275,309 shares remained available for purchase under the ESPP and no offerings have been authorized.

Note 8—Warrants

In accordance with FASB ASC Topic 815, Derivatives and Hedging, certain of the Company’s outstanding warrants, as discussed below, are classified as liabilities and are recorded at fair value at the issuance date, with subsequent changes in the fair value recognized in the condensed consolidated statements of operations and comprehensive loss at the end of each reporting period. Refer to Note 3 for changes in the fair value recognized during the periods reported.

As disclosed in Note 6, in March 2024, the Company entered into the March Subscription Agreement with GKCC, an entity controlled by a member of the Company’s board of directors. Each March Pre-Funded Warrant issued and sold in the March Offering is exercisable at an exercise price equal to $0.01 per share, subject to certain adjustments and limitations as provided under the terms of the March Pre-Funded Warrants.

Upon issuance, the fair value of the March Pre-Funded Warrants was $6.6 million. The Company recorded the $0.6 million difference between the proceeds and grant date fair value as a loss on issuance of warrants in the statements of operations and comprehensive loss during the three months ended March 31, 2024. The fair value of the March Pre-Funded Warrants was measured using the Black-Scholes option pricing model as of the grant date.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

As of March 31, 2025, these warrants were classified as equity upon receipt of Stockholder Approval, as discussed in Note 3.

As disclosed in Notes 3 and 6, in July 2024, the Company closed its Public Offering consisting of (i) the July Shares, (ii) the July Pre-Funded Warrants, and (iii) the July Common Warrants. Each July Pre-Funded Warrant issued and sold in the Public Offering is exercisable at an exercise price equal to $0.01 per share, subject to certain adjustments and limitations as provided under the terms of the July Pre-Funded Warrants. Each July Common Warrant is exercisable at an exercise price equal to $5.00 per share, subject to certain adjustments and limitations as provided under the terms of the July Common Warrants.

Upon issuance, the fair value of the July Pre-Funded Warrants and July Common Warrants was $6.8 million and $6.5 million, respectively. The Company recorded the $2.9 million difference between the proceeds and the grant date fair value as a loss on the issuance of warrants in the statements of operations and comprehensive loss during the third quarter of 2024. As of March 31, 2025, the July Pre-Funded Warrants are classified as equity, following Stockholder Approval in November 2024, as discussed in Note 3. The fair value of the July Common Warrants was measured using the Black-Scholes option pricing model as of the grant date. For the three months ended March 31, 2025, the Company recognized a loss of $0.5 million in fair value remeasurement.

Following receipt of Stockholder Approval, the Company remeasured the March Pre-Funded Warrants and the July Pre-Funded Warrants, held by GKCC, at fair value and recognized the loss from change in fair value on the consolidated financial statements during the year ended December 31, 2024. As a result of obtaining Stockholder Approval, the March Pre-Funded Warrants and July Pre-Funded Warrants held by GKCC and its affiliates met the equity classification requirements under ASC 815. During the quarter ended December 31, 2024, the Company reclassified the July Common Warrants held by GKCC and its affiliates from a liability to equity. The Company will re-assess the equity classification for the remaining March Pre-Funded Warrants and July Pre-Funded Warrants at each reporting period end. As of the three months ended March 31, 2025, there were no changes to the equity classification.

As disclosed in Note 6, in January 2025, the Company closed the January Offering pursuant to which the Company agreed to issue and sell: (i) the January Shares and (ii) the January Common Warrants. Each January Share and accompanying January Common Warrant were sold together at a combined offering price of $7.925. The January Common Warrants have an exercise price of $7.80 per share, are immediately exercisable and will expire five years from the initial exercise date.

The following table summarizes information regarding the warrants outstanding at March 31, 2025:


	Warrants	Weighted Average Exercise Price		Weighted Average Life (years)
Outstanding at December 31, 2024	5,081,466	$	3.85	4.5
Issued	1,261,830	7.80
Exercised	68,500	5.00

Outstanding at March 31, 2025	6,274,796	$	4.64	4.5

Note 9—Commitments and Contingencies

Legal Proceedings

From time to time, the Company may be involved in legal proceedings, or may be subject to various demands, claims and threatened litigation, which arise in the normal course of its business or otherwise.

The outcome of any future litigation is uncertain. Such litigation, if not resolved, could result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers, and could lead to a diversion of management resources among other factors.

The Company may be exposed to litigation in connection with its products under development and operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. As of the time of this report, the Company does not believe it is a party to any claim, proceeding or litigation, the outcome of which, if determined adversely to the Company, would individually or in the aggregate be reasonably expected to have a material adverse effect on its business.

License Agreements

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

In January 2016, Former Elicio entered into a license agreement to license certain intellectual property from a university, which agreement has been amended from time to time to license additional intellectual property and to adjust fees, milestone dates, and diligence requirements. The Company is required to pay certain contractual maintenance and milestone payments related to clinical trials and royalties on product sales over the term of the contract, with minimum annual royalty payments commencing in the calendar year after commercialization. The license term for the license agreement extends until terminated by either party under certain provisions. During the three months ended March 31, 2024, in accordance with the terms of the license agreement, the Company achieved a milestone related to the ongoing clinical trials and recorded license expense of $0.4 million. No such expenses were recorded in the three months ended March 31, 2025. No commercialization royalties have been achieved to date.

In addition, the Company is required to pay a total of up to $20.9 million upon achievement of certain late-stage developmental and commercial milestones. The developmental milestone payment will be recorded when the milestone is achieved, and the commercial milestone payment and royalties will be recorded when the sales occur.

Future minimum annual maintenance payments are $0.1 million for the year ended December 31, 2025 and for each year thereafter. Future minimum annual payments are due until the termination of the agreement.

Note 10—Leases

Operating Leases

The Company has an operating lease for office and laboratory space in Boston, Massachusetts (the “Boston Lease”). The Boston Lease commenced in February 2022 with the term set to expire in February 2030. The Boston Lease has rent payments escalating annually, which total $11.1 million in the aggregate. As a result, at the commencement of the Boston Lease the Company recognized a ROU lease asset of $8.0 million with a corresponding lease liability of $8.0 million based on the present value of the minimum rental payments. In addition, the Company will make payments for operating expenses and real estate taxes. In June 2023, the Company secured a letter of credit for the deposit on the Boston Lease and has a deposit in the amount of $0.7 million, which was reported as restricted cash, noncurrent on the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024.

The Company also assumed a lease for clinical and regulatory space in Newton, Massachusetts, comprising approximately 6,157 square feet for approximately $0.2 million per year, under a non-cancelable operating lease that expired on June 30, 2024.

Lease expense for all leases for the three months ended March 31, 2025 was $0.3 million. Lease expense for all leases for the three months ended March 31, 2024 was $0.4 million.

The following table summarizes quantitative information about the Company's operating leases (dollars in thousands):


	Three Months Ended March 31,
	2025			2024
Operating cash outflows from operating leases	$	334		$	379
Weighted-average remaining lease term—operating leases (in years)	4.80			5.8
Weighted-average discount rate—operating leases	8.0		%	7.5		%

As of March 31, 2025, maturities of lease liabilities were as follows (in thousands):

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)


Year Ended December 31,	Amounts
2025 (remaining nine months)	$	1,015
2026	1,383
2027	1,425
2028	1,467
2029	1,512
Thereafter	253
Total	7,055
Less present value discount	(1,264)
Operating lease liabilities	5,791
Less: operating lease liability, current portion	(926)
Operating lease liability, noncurrent portion	$	4,865

Note 11 - Debt

Senior Secured Convertible Note Financing

In August 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with GKCC, an entity controlled by a member of the Company’s board of directors, pursuant to which the Company issued a 3% Senior Secured Convertible Promissory Note due February 15, 2026 (the “Convertible Note”) in the principal amount of $20.0 million (the “Note Financing”). Unless earlier converted in accordance with the terms of the Convertible Note, the Convertible Note would mature on February 15, 2026. Interest on the Convertible Note accrued and was payable quarterly in cash on the principal amount equal to 3% per annum, with an initial interest payment date of June 30, 2025.

The Company received net proceeds of approximately $19.7 million from the Note Financing, after deducting debt issuance costs.

The Convertible Note included multiple conversion features. The Company evaluated all conversion features included within the Convertible Note, under ASC 815, and determined that the default interest feature met the definition of a derivative, but the value was de minimis. During the three months ended March 31, 2025, the Company recorded other expense of $0.1 million related to the accretion of the discount of Convertible Note debt issuance costs. During the three months ended March 31, 2025, the Company recorded accrued interest expense of $0.1 million related to the interest due on the Convertible Note but not yet payable.

In March 2025, the Company exercised its right under the Convertible Note to require GKCC to convert the full amount of the Convertible Note, including all accrued and unpaid interest, into shares of the Company’s common stock. In March 2025, the Company issued 3,500,573 shares of its common stock to GKCC in exchange for the principal balance of $20.0 million plus $0.3 million in accrued interest, in satisfaction in full of the Convertible Note. As of March 31, 2025, the Company has no outstanding debt.

Note 12—Income Taxes

The Company did not record a provision or benefit for income taxes during the three months ended March 31, 2025 or 2024. As of March 31, 2025 and December 31, 2024, the Company continues to maintain a full valuation allowance against all of its deferred tax assets in light of its history of cumulative net losses.

Note 13—Net Loss Per Share

The Company has reported losses since inception and has computed basic net loss per share attributable to common stockholders by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock and pre-funded warrants outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per share of common stock after giving consideration to all potentially dilutive shares of common stock, including options to purchase common stock and preferred stock outstanding during the period determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential shares of common stock and preferred stock have been anti-dilutive and basic and diluted loss per share were the same for all periods presented.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

Basic and diluted net loss per share attributable to common stockholders was calculated for the three months ended March 31, 2025 and 2024 as follows (in thousands, except share and per share data):


	Three Months Ended March 31,
	2025		2024
Numerator
Net loss	$	(11,209)	$	(11,827)
Denominator:
Weighted-average shares used in computing net loss per share, basic and diluted	12,950,574		10,273,925
Net loss per share, basic and diluted	$	(0.87)	$	(1.15)

The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive:


	Three Months Ended March 31,
	2025	2024

Shares issuable upon exercise of stock options	2,265,453	687,204
Shares issuable upon the exercise of warrants (excluding pre-funded warrants)	3,642,099	1,181,466
Unvested common stock	—	1,030

Total	5,907,552	1,869,700

Note 14 —Related Party Transactions

Private Placement and Subscription Agreement

In March 2024, the Company entered into the March Subscription Agreement with GKCC, an entity controlled by a member of the Company’s board of directors. Each March Pre-Funded Warrant issued and sold in the March Offering is exercisable at an exercise price equal to $0.01 per share, subject to certain adjustments and limitations as provided under the terms of the March Pre-Funded Warrants.

The net proceeds to the Company from the March Offering were approximately $6.0 million.

Public Offering

As part of the Public Offering described in Note 6, Yekaterina Chudnovsky, a member of the Company’s board of directors, and Jay Venkatesan, a member of the Company’s board of directors, and trusts affiliated with Jay Venkatesan, purchased 1,600,000 July Pre-Funded Warrants and accompanying July Common Warrants and 200,000 July Pre-Funded Warrants and accompanying July Common Warrants, respectively, with such July Pre-Funded Warrants and July Common Warrants subject to the terms and conditions of the July Pre-Funded Warrants and July Common Warrants.

The net proceeds to the Company from the Public Offering were approximately $10.9 million.

Senior Secured Convertible Note Financing

In August 2024, the Company entered into the Securities Purchase Agreement with GKCC, pursuant to which the Company issued the Convertible Note in the principal amount of $20.0 million pursuant to the Note Financing. The Company received net proceeds of approximately $19.7 million from the Note Financing, after deducting debt issuance costs.

In March 2025, the Company exercised its right under the Convertible Note to require GKCC to convert the full amount of the Convertible Note, including all accrued and unpaid interest, into shares of the Company’s common stock. The Company issued 3,500,573 shares of its common stock to GKCC in exchange for the principal balance of $20.0 million plus $0.3 million in accrued interest, in satisfaction in full of the Convertible Note. As of March 31, 2025, the Company has no outstanding debt.

Note 15 - Segment Reporting

The Company has one reportable segment relating to the development of immunotherapies for patients with limited treatment options and poor outcomes suffering from cancer. The Company’s Chief Operating Decision Maker

SEC Form 10-Q filed by Elicio Therapeutics Inc.