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 September 30, 2025 OR ☐ 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 Registrant's telephone number, includ ...

PART I FINANCIAL INFORMATION This section provides the unaudited condensed consolidated financial statements and related notes, detailing the company's financial position, operations, cash flows, and significant accounting policies [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements and detailed notes, covering financial position, operations, cash flows, and significant accounting policies, while highlighting going concern doubts [Condensed Consolidated Balance Sheets (unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20%28unaudited%29) This statement provides a snapshot of the company's assets, liabilities, and stockholders' equity at specific points in time, reflecting changes in financial position | | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $22,088 | $17,618 | | Total current assets | $22,598 | $20,693 | | Total assets | $29,528 | $28,178 | | **Liabilities and Stockholders' Equity (Deficit)** | | | | Total current liabilities | $9,923 | $11,523 | | Warrant liabilities | $3,821 | $2,828 | | Long-term debt, net | $9,337 | $20,034 | | Total liabilities | $27,694 | $39,490 | | Total stockholders' equity (deficit) | $1,834 | $(11,312) | - Total assets increased from **$28.178 million** at December 31, 2024, to **$29.528 million** at June 30, 2025. Cash and cash equivalents increased by **$4.47 million**[19](index=19&type=chunk) - Total liabilities decreased significantly from **$39.490 million** at December 31, 2024, to **$27.694 million** at June 30, 2025, primarily due to a reduction in long-term debt[19](index=19&type=chunk) - Stockholders' equity (deficit) improved from a deficit of **$(11.312) million** at December 31, 2024, to a positive equity of **$1.834 million** at June 30, 2025[19](index=19&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss%20%28unaudited%29) This statement details the company's revenues, expenses, and net loss over specific periods, reflecting operational performance and other comprehensive income/loss | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $7,006 | $8,180 | $14,784 | $15,739 | | General and administrative | $3,085 | $2,744 | $6,043 | $5,426 | | Total operating expenses | $10,091 | $10,924 | $20,827 | $21,165 | | Loss from operations | $(10,091) | $(10,924) | $(20,827) | $(21,165) | | Change in fair value of warrant liabilities | $(859) | $3,616 | $(1,366) | $2,338 | | Grant income | $415 | $0 | $415 | $0 | | Net loss | $(10,561) | $(7,229) | $(21,770) | $(19,056) | | Net loss per common share, basic and diluted | $(0.66) | $(0.64) | $(1.50) | $(1.77) | - Net loss increased to **$(10.561) million** for Q2 2025 from **$(7.229) million** for Q2 2024, and to **$(21.770) million** for H1 2025 from **$(19.056) million** for H1 2024[21](index=21&type=chunk) - Research and development expenses decreased by **$1.174 million** (**14%**) for Q2 2025 and **$0.955 million** (**6%**) for H1 2025, primarily due to less clinical trial manufacturing[21](index=21&type=chunk)[141](index=141&type=chunk)[145](index=145&type=chunk) - General and administrative expenses increased by **$0.341 million** (**12%**) for Q2 2025 and **$0.617 million** (**11%**) for H1 2025, mainly due to higher professional fees related to financing activities[21](index=21&type=chunk)[142](index=142&type=chunk)[146](index=146&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity (Deficit) (unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20%28Deficit%29%20%28unaudited%29) This statement outlines changes in the company's equity or deficit over specific periods, including common stock, additional paid-in capital, and accumulated deficit | (in thousands, except share amounts) | Balance as of Dec 31, 2024 | Balance as of June 30, 2025 | | :--- | :--- | :--- | | Common Stock (Shares) | 11,043,837 | 16,277,387 | | Common Stock (Amount) | $110 | $163 | | Additional Paid-in Capital | $183,004 | $217,762 | | Accumulated Deficit | $(194,101) | $(215,871) | | Total Stockholders' Equity (Deficit) | $(11,312) | $1,834 | - Total stockholders' equity (deficit) improved from a deficit of **$(11.312) million** at December 31, 2024, to a positive equity of **$1.834 million** at June 30, 2025[24](index=24&type=chunk) - The increase in equity was driven by the conversion of a senior note payable into common stock (**$20.176 million**), issuance of common stock and warrants from the January 2025 Offering (**$9.143 million**), and At-the-Market offerings (**$2.016 million**)[24](index=24&type=chunk) [Condensed Consolidated Statements of Cash Flows (unaudited)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20%28unaudited%29) This statement reports the cash generated and used by the company across operating, investing, and financing activities over specific periods | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(19,069) | $(21,050) | | Net cash used in investing activities | $0 | $(39) | | Net cash provided by financing activities | $22,260 | $11,340 | | Net increase (decrease) in cash and cash equivalents | $3,296 | $(9,790) | | Cash, cash equivalents and restricted cash at end of period | $22,788 | $4,511 | - Net cash used in operating activities decreased to **$19.1 million** for H1 2025 from **$21.1 million** for H1 2024[28](index=28&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) - Net cash provided by financing activities significantly increased to **$22.3 million** for H1 2025 from **$11.3 million** for H1 2024, driven by proceeds from the January 2025 Offering, June 2025 Promissory Note Financing, and At-the-Market offerings[28](index=28&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - The company experienced a net increase in cash and cash equivalents of **$3.3 million** for H1 2025, compared to a net decrease of **$9.8 million** for H1 2024[28](index=28&type=chunk) [Notes to Unaudited Interim Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Interim%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the interim condensed consolidated financial statements [Note 1—Description of the Business and Financial Condition](index=10&type=section&id=Note%201%E2%80%94Description%20of%20the%20Business%20and%20Financial%20Condition) This note describes the company's core business, financial position, and the going concern assessment due to accumulated deficits and cash burn - Elicio Therapeutics, Inc. is a clinical-stage biotechnology company focused on developing immunotherapies for cancer patients with limited treatment options[31](index=31&type=chunk) - The company has an accumulated deficit of **$215.9 million** as of June 30, 2025, and expects continued operating losses and negative cash flows[32](index=32&type=chunk)[123](index=123&type=chunk) - As of June 30, 2025, cash and cash equivalents were **$22.1 million**. The company's financial condition raises substantial doubt about its ability to continue as a going concern, requiring additional financing[33](index=33&type=chunk)[124](index=124&type=chunk) [Note 2—Summary of Significant Accounting Policies](index=10&type=section&id=Note%202%E2%80%94Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods used in preparing the financial statements, including grant funding and consolidation - Grant funding for research and development is recognized as grant income when related qualifying expenses are incurred and conditions are met, treated as conditional, nonreciprocal contributions[35](index=35&type=chunk) - The financial statements are prepared in accordance with U.S. GAAP and include wholly-owned subsidiaries, with all significant intercompany balances eliminated[37](index=37&type=chunk)[38](index=38&type=chunk) - The company is evaluating the impact of recently issued accounting standards, including ASU No. 2023-09 (Income Taxes), ASU No. 2024-03 (Expense Disaggregation Disclosures), and ASU No. 2024-04 (Convertible Debt Instruments), which are not yet adopted[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) [Note 3—Fair Value Measurements](index=11&type=section&id=Note%203%E2%80%94Fair%20Value%20Measurements) This note details the fair value hierarchy and measurements applied to financial assets and liabilities, particularly warrant liabilities | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Financial Assets** | | | | Money market funds (Level 1) | $6,130 | $12,100 | | Total assets | $6,130 | $12,100 | | **Financial Liabilities** | | | | Warrant liability (Level 2 & 3) | $3,821 | $2,828 | | Total liabilities | $3,821 | $2,828 | - The fair value of warrant liabilities increased from **$2.828 million** at December 31, 2024, to **$3.821 million** at June 30, 2025[43](index=43&type=chunk) - For the three and six months ended June 30, 2025, the Company recognized a loss of **$0.9 million** and **$1.4 million**, respectively, in fair value remeasurement of liability-classified warrants[48](index=48&type=chunk) [Note 4—Balance Sheet Components](index=12&type=section&id=Note%204%E2%80%94Balance%20Sheet%20Components) This note provides disaggregated information on specific balance sheet accounts, including prepaid expenses, property and equipment, and accrued expenses | (in thousands) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Prepaid and Other Current Assets** | | | | Prepaid research and development contract services | $234 | $1,206 | | Total prepaid and other current assets | $510 | $1,897 | | **Property and Equipment, Net** | | | | Total property and equipment | $2,035 | $2,035 | | Less: accumulated depreciation | $(1,658) | $(1,552) | | Property and equipment, net | $377 | $483 | | **Accrued Expenses** | | | | Accrued research and development | $3,156 | $4,910 | | Total accrued expenses | $5,106 | $8,415 | - Prepaid research and development contract services decreased significantly from **$1.206 million** to **$0.234 million**[49](index=49&type=chunk) - Accrued research and development expenses decreased from **$4.910 million** to **$3.156 million**[54](index=54&type=chunk) [Note 5 — Research Grants](index=14&type=section&id=Note%205%20%E2%80%94%20Research%20Grants) This note describes the company's research grant agreements, including recognition of grant income and related R&D expenses - The company completed its third grant agreement with the GI Research Foundation in Q2 2025, recognizing the remaining **$0.4 million** of grant funds as grant income[58](index=58&type=chunk) - For the three and six months ended June 30, 2025, the company incurred **$0.3 million** and **$0.8 million** in R&D expenses related to the third grant, fully reimbursed from available funds[57](index=57&type=chunk) [Note 6—Common Stock and Stockholders' Equity](index=14&type=section&id=Note%206%E2%80%94Common%20Stock%20and%20Stockholders%27%20Equity) This note details changes in common stock and stockholders' equity, including share issuances, offerings, and conversions - The company's authorized common stock is **300,000,000 shares**, with **16,277,387 shares** issued at June 30, 2025[19](index=19&type=chunk)[59](index=59&type=chunk) - Under the 2024 ATM Program, the company issued **388,520 shares** of common stock for net proceeds of approximately **$2.9 million** during the six months ended June 30, 2025[62](index=62&type=chunk) - The January 2025 Offering resulted in net proceeds of **$9.2 million** from the issuance of **1,261,830 shares** of common stock and accompanying common warrants[66](index=66&type=chunk) - The June 2025 Promissory Note Financing involved the issuance of a **$10.0 million** Senior Secured Promissory Note and a warrant to purchase **103,225 shares** of common stock to GKCC[68](index=68&type=chunk) [Note 7—Stock-Based Compensation](index=16&type=section&id=Note%207%E2%80%94Stock-Based%20Compensation) This note provides information on stock-based compensation expense recognized and unrecognized compensation related to equity awards | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $262 | $140 | $491 | $276 | | General and administrative | $448 | $210 | $736 | $398 | | Total stock-based compensation expense | $710 | $350 | $1,227 | $674 | - Total stock-based compensation expense increased to **$0.710 million** for Q2 2025 from **$0.350 million** for Q2 2024, and to **$1.227 million** for H1 2025 from **$0.674 million** for H1 2024[71](index=71&type=chunk) - As of June 30, 2025, total unrecognized compensation expense related to unvested stock option awards was **$5.9 million**, to be recognized over approximately **2.85 years**[70](index=70&type=chunk) [Note 8—Warrants](index=17&type=section&id=Note%208%E2%80%94Warrants) This note details the classification, fair value, and changes in outstanding warrants, including their exercise prices and types - Certain outstanding warrants are classified as liabilities and measured at fair value, with changes recognized in the statements of operations[76](index=76&type=chunk) - The March 2024 Pre-Funded Warrants and July 2024 Pre-Funded Warrants held by GKCC and affiliates were reclassified to equity after Stockholder Approval in November 2024[78](index=78&type=chunk)[81](index=81&type=chunk) - The fair value of the January 2025 Common Warrants was **$9.7 million** at issuance, and the June 2025 Warrant was **$0.6 million** at issuance[82](index=82&type=chunk)[83](index=83&type=chunk) | Common Stock Warrants | Classification | Number of Warrants Outstanding | Weighted Average Exercise Price | | :--- | :--- | :--- | :--- | | Elicio Warrants | Equity-classified | 144,814 | $53.59 | | Angion Warrants | Liability-classified | 3,950 | $76.00 | | March 2024 Pre-Funded Warrants | Equity-classified | 1,032,702 | $0.01 | | July 2024 Pre-Funded Warrants | Equity-classified | 1,600,000 | $0.01 | | July 2024 Common Warrants | Liability-classified | 2,231,500 | $5.00 | | January 2025 Common Warrants | Equity-classified | 1,261,830 | $7.80 | | June 2025 Common Warrants | Equity-classified | 103,225 | $7.75 | | Total Warrants Outstanding at June 30, 2025 | | 6,378,021 | $4.69 | [Note 9—Commitments and Contingencies](index=19&type=section&id=Note%209%E2%80%94Commitments%20and%20Contingencies) This note discloses the company's legal proceedings, license agreement obligations, and future milestone and royalty payments - The company is not currently a party to any legal proceedings expected to have a material adverse effect on its business[88](index=88&type=chunk) - Under a license agreement, the company is required to pay up to **$20.9 million** upon achievement of certain late-stage developmental and commercial milestones, plus royalties on product sales[91](index=91&type=chunk) - Future minimum annual maintenance payments under the license agreement are **$0.1 million** per year[92](index=92&type=chunk) [Note 10—Leases](index=20&type=section&id=Note%2010%E2%80%94Leases) This note provides information on the company's operating lease for office and laboratory space, including lease terms and future payments - The company has an operating lease for office and laboratory space in Boston, expiring in February 2030, with total aggregate rent payments of **$11.1 million**[93](index=93&type=chunk) - Lease expense for all leases was **$0.3 million** for Q2 2025 and **$0.7 million** for H1 2025, a decrease from **$0.4 million** and **$0.8 million** respectively in 2024[94](index=94&type=chunk) | Year Ended December 31, | Amounts (in thousands) | | :--- | :--- | | 2025 (remaining six months) | $675 | | 2026 | $1,383 | | 2027 | $1,425 | | 2028 | $1,467 | | 2029 | $1,512 | | Thereafter | $253 | | Total | $6,715 | | Less present value discount | $(1,150) | | Operating lease liabilities | $5,565 | [Note 11 - Debt](index=21&type=section&id=Note%2011%20-%20Debt) This note details the company's debt instruments, including the conversion of a senior secured convertible note and the issuance of a new promissory note - In March 2025, the **$20.0 million** Senior Secured Convertible Promissory Note, plus **$0.3 million** in accrued interest, was converted into **3,500,573 shares** of common stock[100](index=100&type=chunk) - In June 2025, the company issued a **$10.0 million** Senior Secured Promissory Note to GKCC, maturing June 3, 2028, with an interest rate of Prime Rate plus **5.00%** (max **12.5%**)[101](index=101&type=chunk) - The June 2025 Promissory Note is secured by a first priority lien on substantially all company assets and intellectual property[101](index=101&type=chunk) [Note 12—Income Taxes](index=22&type=section&id=Note%2012%E2%80%94Income%20Taxes) This note explains the company's income tax position, including the absence of a tax provision and the valuation allowance against deferred tax assets - The company did not record a provision or benefit for income taxes for the three and six months ended June 30, 2025 or 2024[104](index=104&type=chunk) - A full valuation allowance is maintained against all deferred tax assets due to a history of cumulative net losses[104](index=104&type=chunk) - The company is evaluating the impact of the H.R. 1 Act (signed July 4, 2025) on federal tax provisions, but does not expect a material effect on its financial statements for the period ended June 30, 2025[105](index=105&type=chunk) [Note 13—Net Loss Per Share](index=22&type=section&id=Note%2013%E2%80%94Net%20Loss%20Per%20Share) This note presents the calculation of basic and diluted net loss per common share, considering potentially dilutive securities | (in thousands, except share and per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(10,561) | $(7,229) | $(21,770) | $(19,056) | | Weighted average common shares and pre-funded warrants outstanding | 16,059,423 | 11,284,853 | 14,513,586 | 10,779,389 | | Net loss per share, basic and diluted | $(0.66) | $(0.64) | $(1.50) | $(1.77) | - Basic and diluted net loss per common share was **$(0.66)** for Q2 2025, compared to **$(0.64)** for Q2 2024. For H1 2025, it was **$(1.50)** compared to **$(1.77)** for H1 2024[107](index=107&type=chunk) - Potentially dilutive securities, including stock options and warrants, were anti-dilutive and thus not included in the diluted net loss per share calculation for all periods presented[106](index=106&type=chunk)[108](index=108&type=chunk) [Note 14 —Related Party Transactions](index=23&type=section&id=Note%2014%20%E2%80%94Related%20Party%20Transactions) This note discloses significant transactions with related parties, including financing activities involving a board member's controlled entity - GKCC, an entity controlled by a board member, participated in several financing activities, including the March 2024 Private Placement (**$6.0 million** net proceeds), the August 2024 Senior Secured Convertible Note Financing (**$19.7 million** net proceeds), and the June 2025 Senior Secured Promissory Note Financing (**$9.9 million** net proceeds)[109](index=109&type=chunk)[110](index=110&type=chunk)[113](index=113&type=chunk)[115](index=115&type=chunk) - In March 2025, the Convertible Note held by GKCC was fully converted into **3,500,573 shares** of common stock[114](index=114&type=chunk) - Board members Yekaterina Chudnovsky and Jay Venkatesan (and affiliated trusts) purchased July 2024 Pre-Funded Warrants and accompanying Common Warrants as part of the Public Offering[111](index=111&type=chunk) [Note 15 - Segment Reporting](index=24&type=section&id=Note%2015%20-%20Segment%20Reporting) This note clarifies that the company operates as a single reportable segment focused on developing cancer immunotherapies and provides disaggregated R&D expenses - The company operates as a single reportable segment focused on developing immunotherapies for cancer[117](index=117&type=chunk) | (in thousands) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Clinical trial expenses | $3,245 | $3,245 | $7,438 | $5,547 | | Employee related research and development expenses | $2,326 | $1,910 | $4,623 | $4,152 | | Chemistry, manufacturing and controls expenses | $384 | $1,864 | $1,030 | $3,058 | | Other research and development expenses | $1,316 | $1,439 | $2,452 | $3,326 | | Contract and grant reimbursements | $(265) | $(278) | $(754) | $(344) | | Employee related general and administrative expenses | $1,362 | $959 | $2,449 | $1,878 | | Professional fees and other general and administrative expenses | $1,723 | $1,786 | $3,589 | $3,548 | | Other segment items | $470 | $(3,696) | $943 | $(2,109) | | Segment net loss | $10,561 | $7,229 | $21,770 | $19,056 | - Clinical trial expenses increased to **$7.438 million** for H1 2025 from **$5.547 million** for H1 2024[117](index=117&type=chunk) - Chemistry, manufacturing and controls expenses decreased significantly to **$1.030 million** for H1 2025 from **$3.058 million** for H1 2024[117](index=117&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition, operational results, and liquidity, highlighting significant losses, going concern doubts, and the need for additional financing to support immunotherapy development - Elicio Therapeutics is a clinical-stage biotechnology company focused on immunotherapies for cancer, utilizing its proprietary Amphiphile (AMP) technology to target lymph nodes and stimulate T cell responses[119](index=119&type=chunk)[120](index=120&type=chunk) - The lead product candidate, ELI-002 7P, is in a Phase 2 study for mKRAS-driven pancreatic cancer, with the IDMC recommending continuation to final analysis and confirming a favorable safety profile[122](index=122&type=chunk) - The company had an accumulated deficit of **$215.9 million** and **$22.1 million** in cash and cash equivalents as of June 30, 2025, leading to substantial doubt about its ability to continue as a going concern[123](index=123&type=chunk)[124](index=124&type=chunk) - Cash on hand is projected to fund operations into the first quarter of 2026, with additional financing required to continue product development[124](index=124&type=chunk)[127](index=127&type=chunk) Operating Results Comparison (Three Months Ended June 30) | (in thousands) | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Research and development | $7,006 | $8,180 | $(1,174) | (14)% | | General and administrative | $3,085 | $2,744 | $341 | 12% | | Total operating expenses | $10,091 | $10,924 | $(833) | (8)% | | Loss from operations | $(10,091) | $(10,924) | $833 | (8)% | | Total other (expense) income, net | $(470) | $3,695 | $(4,165) | (113)% | | Net loss | $(10,561) | $(7,229) | $(3,332) | - | Operating Results Comparison (Six Months Ended June 30) | (in thousands) | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Research and development | $14,784 | $15,739 | $(955) | (6)% | | General and administrative | $6,043 | $5,426 | $617 | 11% | | Total operating expenses | $20,827 | $21,165 | $(338) | (2)% | | Loss from operations | $(20,827) | $(21,165) | $338 | (2)% | | Other (expense) income, net | $(943) | $2,109 | $(3,052) | (145)% | | Net loss | $(21,770) | $(19,056) | $(2,714) | - | Summary Statement of Cash Flows (Six Months Ended June 30) | (in thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) Operating activities | $(19,069) | $(21,050) | | Investing activities | $0 | $(39) | | Financing activities | $22,260 | $11,340 | | Effect of foreign currency on cash | $105 | $(41) | | Net increase (decrease) in cash | $3,296 | $(9,790) | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Elicio Therapeutics, Inc. is exempt from providing quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[164](index=164&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with previously identified material weaknesses fully remediated - As of June 30, 2025, the company's disclosure controls and procedures were evaluated and concluded to be effective[166](index=166&type=chunk)[167](index=167&type=chunk) - Previously identified material weaknesses related to insufficient resources for complex transactions and inadequate financial reporting/close controls for expense accruals have been fully remediated as of June 30, 2025[168](index=168&type=chunk)[171](index=171&type=chunk) - Remediation measures included engaging SEC compliance consultants, hiring additional finance personnel, and strengthening financial reporting and expense accrual processes[169](index=169&type=chunk)[170](index=170&type=chunk) PART II OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and other disclosures [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to have a material adverse effect on its business - As of the report date, the company does not believe it is a party to any claim, proceeding, or litigation that would individually or in aggregate have a material adverse effect on its business[173](index=173&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the last annual report, except as previously disclosed in the Q1 2025 10-Q - No material changes in risk factors from the Form 10-K, except as described in the Q1 2025 10-Q[175](index=175&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported during the period - None[177](index=177&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - None[178](index=178&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No mine safety disclosures were reported during the period - None[179](index=179&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted, modified, or terminated Rule 10b5-1 trading arrangements during the fiscal quarter ended June 30, 2025 - No directors or executive officers adopted, modified, or terminated any Rule 10b5-1(c) trading arrangements during the fiscal quarter ended June 30, 2025[180](index=180&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including financing agreements, executive certifications, and XBRL data - Exhibits include the Form of Senior Secured Promissory Note, Note Purchase Agreement, Security Agreement, IP Security Agreement, and Subsidiary Guarantee related to the June 2025 Promissory Note Financing[181](index=181&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included[181](index=181&type=chunk) - XBRL Instance Document and Taxonomy Extension Documents are provided for interactive data filing[181](index=181&type=chunk)

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 OR ☐ 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 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________________ FORM 10-K _____________________________________________ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ 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. (E ...

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 September 30, 2024 OR ☐ 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 ...

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 June 30, 2024 OR ☐ 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 r ...

[PART I FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents Elicio Therapeutics, Inc.'s unaudited condensed consolidated financial statements for Q1 2024, including balance sheets, statements of operations, equity, and cash flows, along with explanatory notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance Sheet Summary (in thousands) | Account | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $11,853 | $12,894 | | Total current assets | $14,130 | $16,348 | | Total assets | $24,480 | $27,146 | | **Liabilities & Stockholders' Equity** | | | | Total current liabilities | $5,951 | $9,755 | | Warrant liability | $7,868 | $11 | | Total liabilities | $19,610 | $15,773 | | Total stockholders' equity | $4,870 | $11,373 | - Total assets decreased from **$27.1 million** to **$24.5 million**, while total liabilities increased from **$15.8 million** to **$19.6 million**, primarily due to a significant increase in warrant liability. This resulted in a decrease in total stockholders' equity from **$11.4 million** to **$4.9 million**[19](index=19&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Statement of Operations Summary (in thousands, except per share data) | Metric | Q1 2024 (in thousands) | Q1 2023 (in thousands) | | :--- | :--- | :--- | | Research and development | $7,559 | $5,484 | | General and administrative | $2,682 | $2,321 | | **Loss from operations** | **($10,241)** | **($7,805)** | | **Net loss** | **($11,827)** | **($8,029)** | | Net loss per common share | ($1.15) | ($24.77) | - Net loss increased to **$11.8 million** in Q1 2024 from **$8.0 million** in Q1 2023, driven by higher operating expenses and a **$1.3 million** charge for the change in fair value of warrant liability[21](index=21&type=chunk) [Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Convertible%20Preferred%20Stock%20and%20Stockholders'%20Equity%20(Deficit)) - Stockholders' equity decreased from **$11.4 million** at the end of 2023 to **$4.9 million** as of March 31, 2024. The decrease was primarily driven by a net loss of **$11.8 million**, partially offset by **$5.1 million** in net proceeds from an At-the-Market (ATM) common stock offering[23](index=23&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary (in thousands) | Activity | Q1 2024 (in thousands) | Q1 2023 (in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | ($12,122) | ($8,139) | | Net cash provided by (used in) investing activities | $3 | ($17) | | Net cash provided by financing activities | $11,024 | $10,040 | - Cash used in operations increased to **$12.1 million**. The company generated **$11.0 million** from financing activities, primarily from the issuance of common stock warrants (**$6.0 million**) and common stock (**$5.1 million**)[27](index=27&type=chunk) [Notes to Unaudited Interim Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Interim%20Condensed%20Consolidated%20Financial%20Statements) - **Going Concern:** The company's operating losses, negative cash flows, and an accumulated deficit of **$154.0 million** raise substantial doubt about its ability to continue as a going concern. Additional financing is required to fund operations for at least the next twelve months[32](index=32&type=chunk)[33](index=33&type=chunk) - **Reverse Merger:** On June 1, 2023, the company completed a reverse merger with Angion Biomedica Corp., which was accounted for as a reverse recapitalization with Former Elicio as the accounting acquirer[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - **At-The-Market (ATM) Program:** During Q1 2024, the company sold **615,363 shares** of common stock under its ATM Program, generating net proceeds of approximately **$5.1 million**[95](index=95&type=chunk) - **Private Placement:** In March 2024, the company sold pre-funded warrants to purchase **1,032,702 shares** in a private placement, raising gross proceeds of approximately **$6.0 million**. These warrants are classified as a liability[96](index=96&type=chunk)[109](index=109&type=chunk)[130](index=130&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's clinical-stage biotechnology focus, Q1 2024 financial results showing increased net loss, and critical liquidity concerns raising substantial doubt about its going concern ability - The company is a clinical-stage biotechnology company developing immunotherapies for cancer and infectious diseases using its proprietary Amphiphile (AMP) technology to target lymph nodes and generate robust T cell responses. Its lead candidate is ELI-002 for KRAS-mutated cancers[133](index=133&type=chunk)[134](index=134&type=chunk)[136](index=136&type=chunk) - **Going Concern and Liquidity:** The company has substantial doubt about its ability to continue as a going concern. As of March 31, 2024, it had **$11.9 million** in cash and cash equivalents, which is expected to fund operations only into the third quarter of 2024[142](index=142&type=chunk)[145](index=145&type=chunk)[147](index=147&type=chunk) Results of Operations Comparison (in thousands) | Expense Category | Q1 2024 (in thousands) | Q1 2023 (in thousands) | $ Change (in thousands) | % Change | | :--- | :--- | :--- | :--- | :--- | | Research and development | $7,559 | $5,484 | $2,075 | 38% | | General and administrative | $2,682 | $2,321 | $361 | 16% | | **Loss from operations** | **($10,241)** | **($7,805)** | **($2,436)** | **31%** | - The **$2.1 million** increase in R&D expenses was primarily due to advancing the ELI-002 clinical development. The **$0.4 million** increase in G&A expenses was due to higher personnel costs and professional fees associated with being a public company[160](index=160&type=chunk)[161](index=161&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures) As a smaller reporting company, Elicio Therapeutics is not required to provide the information for this item - The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item[182](index=182&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were ineffective as of March 31, 2024, due to material weaknesses in internal control over financial reporting, with remediation efforts underway - Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2024, due to material weaknesses in internal control over financial reporting[186](index=186&type=chunk) - The identified material weaknesses relate to: (i) insufficient resources with U.S. GAAP expertise for complex transactions, (ii) insufficient financial reporting and closing controls, and (iii) insufficient review of financial reporting calculations like EPS[189](index=189&type=chunk) - A remediation plan is underway, including engaging consultants and hiring additional finance personnel, but the material weaknesses were not fully remediated as of March 31, 2024[190](index=190&type=chunk)[191](index=191&type=chunk) [PART II OTHER INFORMATION](index=35&type=section&id=PART%20II%20OTHER%20INFORMATION) [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no awareness of any material legal proceedings as of the filing date - The Company is not aware of any material legal matters as of the filing date[114](index=114&type=chunk)[194](index=194&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) This section indicates no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - There have been no material changes in the company's risk factors from those described in the Annual Report on Form 10-K filed on March 29, 2024[196](index=196&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported for the quarter[198](index=198&type=chunk) [Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None reported[199](index=199&type=chunk) [Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[200](index=200&type=chunk) [Other Information](index=37&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted, modified, or terminated Rule 10b5-1 trading plans during the fiscal quarter ended March 31, 2024 - During the quarter ended March 31, 2024, no directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading plans[201](index=201&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Subscription Agreement, Pre-Funded Warrant form, and officer certifications - Exhibits filed include the Subscription Agreement dated March 18, 2024, the Form of Pre-Funded Warrant, and certifications from the Principal Executive Officer and Principal Financial Officer[203](index=203&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________________ FORM 10-K _____________________________________________ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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. (E ...

[PART I FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Q3 2023 financial statements reveal significant net losses, an accumulated deficit, and substantial doubt about going concern, influenced by R&D and a reverse merger [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance sheets show total assets increased to **$31.0 million** by September 30, 2023, driven by cash from a reverse merger, shifting from a stockholders' deficit to equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $14,841 | $6,156 | | Total current assets | $19,931 | $10,717 | | Total assets | $30,987 | $22,664 | | **Liabilities & Equity** | | | | Total current liabilities | $11,486 | $6,868 | | Total liabilities | $17,701 | $13,749 | | Total convertible preferred stock | $0 | $111,060 | | Total stockholders' equity (deficit) | $13,286 | $(102,145) | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Net loss increased to **$10.7 million** in Q3 2023 and **$26.2 million** for the nine months, primarily due to higher R&D and G&A expenses Operating Results (in thousands) | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $7,264 | $4,593 | $17,692 | $13,813 | | General and administrative | $3,507 | $1,177 | $8,661 | $3,959 | | Loss from operations | $(10,771) | $(5,770) | $(26,353) | $(17,772) | | Net loss | $(10,658) | $(7,198) | $(26,246) | $(21,557) | | Net loss per share | $(1.27) | $(22.67) | $(3.19) | $(68.52) | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations was **$22.8 million** for nine months, offset by **$31.6 million** from financing, primarily from a reverse merger and promissory notes Cash Flow Summary (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(22,798) | $(14,903) | | Net cash used in investing activities | $(32) | $(559) | | Net cash provided by financing activities | $31,611 | $10,026 | | **Net increase (decrease) in cash** | **$8,781** | **$(5,436)** | - Financing activities in 2023 were dominated by the reverse merger, which provided **$24.0 million** in cash, and proceeds from promissory notes of **$10.0 million**[28](index=28&type=chunk) [Notes to Unaudited Interim Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Interim%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the reverse merger, going concern doubt due to recurring losses, research grants, preferred stock conversion, and significant operating lease commitments - The company's financial condition, including an accumulated deficit of **$133.3 million** as of September 30, 2023, and the need for additional capital, raises substantial doubt about its ability to continue as a going concern[33](index=33&type=chunk)[34](index=34&type=chunk) - On June 1, 2023, the company completed a reverse merger with Angion Biomedica Corp., accounted for as a reverse recapitalization, acquiring net assets of **$32.1 million**, including **$24.0 million** in cash[31](index=31&type=chunk)[70](index=70&type=chunk)[74](index=74&type=chunk) - The company received research grant funding from the GI Research Foundation, including a **$2.8 million** award in 2022 and a new **$3.1 million** award in September 2023, with **$1.7 million** in grant funds available[86](index=86&type=chunk)[87](index=87&type=chunk) - A significant operating lease for office and laboratory space in Boston, expiring in January 2030, has total aggregate payments of **$11.1 million** and a liability of **$7.2 million** as of September 30, 2023[111](index=111&type=chunk)[114](index=114&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses ELI-002 clinical trials, increased operating expenses from R&D and G&A, and critical liquidity issues raising substantial doubt about going concern - The lead clinical program, ELI-002, a therapeutic cancer vaccine targeting KRAS mutations, plans to initiate a randomized phase 2 trial for the 7-peptide formulation (ELI-002 7P) in early 2024[126](index=126&type=chunk) Comparison of Operating Expenses (in thousands) | Expense Category | Q3 2023 | Q3 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Research and development | $7,264 | $4,593 | $2,671 | 58% | | General and administrative | $3,507 | $1,177 | $2,330 | 198% | | **Total operating expenses** | **$10,771** | **$5,770** | **$5,001** | **87%** | - The company has substantial doubt about its ability to continue as a going concern, with current cash of **$14.8 million** projected to fund operations only into the first quarter of 2024, requiring additional financing[130](index=130&type=chunk)[155](index=155&type=chunk)[157](index=157&type=chunk) - Net cash used in operating activities increased to **$22.8 million** for the first nine months of 2023 from **$14.9 million** in the same period of 2022, driven by a higher net loss[159](index=159&type=chunk)[160](index=160&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Elicio Therapeutics, Inc. is exempt from providing quantitative and qualitative disclosures about market risk - The company, as a smaller reporting company per Rule 12b-2 of the Exchange Act, is not required to provide market risk disclosures[171](index=171&type=chunk) [Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective as of September 30, 2023, due to an un-remediated material weakness in internal control over financial reporting - Management concluded that as of September 30, 2023, the company's disclosure controls and procedures were not effective[172](index=172&type=chunk) - The ineffectiveness stems from a material weakness in internal control over financial reporting, identified during the 2022 audit, related to accounting for complex transactions[173](index=173&type=chunk)[174](index=174&type=chunk) - Remediation efforts have been initiated but were not complete as of September 30, 2023[175](index=175&type=chunk) [PART II OTHER INFORMATION](index=38&type=section&id=PART%20II%20OTHER%20INFORMATION) [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently aware of any material legal proceedings, though it may be involved in routine legal matters - The company is not aware of any material legal proceedings[116](index=116&type=chunk)[182](index=182&type=chunk) [Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) Updated risk factors highlight significant challenges in raising capital for going concern issues and the material weakness in internal control over financial reporting - The company faces significant challenges in raising capital for going concern issues due to difficult market conditions, early-stage programs, and limited stock trading volume, with potential for highly dilutive financing[185](index=185&type=chunk)[188](index=188&type=chunk) - A material weakness in internal controls over financial reporting, due to insufficient technical expertise for complex transactions, could lead to inaccurate financial reporting[186](index=186&type=chunk)[187](index=187&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities were reported during the period - There were no unregistered sales of equity securities in the reported period[192](index=192&type=chunk) [Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[193](index=193&type=chunk) [Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - None[194](index=194&type=chunk) [Other Information](index=41&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted, modified, or terminated Rule 10b5-1 trading plans during Q3 2023 - No directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading plans during the quarter ended September 30, 2023[195](index=195&type=chunk) [Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including officer certifications, a separation agreement, and XBRL data files - Exhibits filed include officer certifications (31.1, 31.2, 32.1, 32.2), a separation agreement, the director compensation program, and XBRL interactive data files[196](index=196&type=chunk)

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 June 30, 2023 OR ☐ 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 r ...