0001140361-23-028873.txt : 20230607 0001140361-23-028873.hdr.sgml : 20230607 20230607215349 ACCESSION NUMBER: 0001140361-23-028873 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230601 FILED AS OF DATE: 20230607 DATE AS OF CHANGE: 20230607 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DeMuth Peter CENTRAL INDEX KEY: 0001979163 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39990 FILM NUMBER: 231000550 MAIL ADDRESS: STREET 1: C/O ELICIO THERAPEUTICS, INC. STREET 2: 451 D STREET, 5TH FLOOR, SUITE 501 CITY: BOSTON STATE: MA ZIP: 02210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Elicio Therapeutics, Inc. CENTRAL INDEX KEY: 0001601485 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113430072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 451 D STREET, 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: (857) 209-0050 MAIL ADDRESS: STREET 1: 451 D STREET, 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: Angion Biomedica Corp. DATE OF NAME CHANGE: 20140228 3 1 form3.xml X0206 3 2023-06-01 0 0001601485 Elicio Therapeutics, Inc. ELTX 0001979163 DeMuth Peter C/O ELICIO THERAPEUTICS, INC. 451 D STREET, 5TH FLOOR, SUITE 501 BOSTON MA 02210 true Chief Scientific Officer Stock Option (right to buy) 4.42 2027-12-27 Common Stock 181 D Stock Option (right to buy) 4.42 2025-12-10 Common Stock 362 D Stock Option (right to buy) 4.42 2026-11-04 Common Stock 362 D Stock Option (right to buy) 4.42 2024-12-18 Common Stock 381 D Stock Option (right to buy) 13.81 2032-03-31 Common Stock 14479 D Stock Option (right to buy) 4.42 2028-03-20 Common Stock 814 D Stock Option (right to buy) 12.71 2031-02-26 Common Stock 905 D Stock Option (right to buy) 4.42 2027-10-02 Common Stock 1448 D Stock Option (right to buy) 9.94 2028-10-12 Common Stock 2476 D Stock Option (right to buy) 9.39 2030-03-24 Common Stock 8145 D Stock Option (right to buy) 3.87 2032-11-28 Common Stock 60746 D Shares of capital stock of the corporation then known as Elicio Therapeutics, Inc. ("Old Elicio") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of January 17, 2023, by and among the Issuer, Arkham Merger Sub, Inc. and Old Elicio (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of capital stock was exchanged for 0.0181 shares of the Issuer's common stock, giving effect to a reverse split of the Issuer's common stock of 10-to-1. Represents 181 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. Represents 362 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. Represents 362 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. Represents 381 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. Represents 14,479 stock options granted under the Issuer's 2012 Equity Incentive Plan. Twenty five percent (25%) of the stock options vest on the one-year anniversary of March 23, 2022 with the remaining options vesting in monthly installments over a three-year period thereafter. Represents 814 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. Represents 905 stock options granted under the Issuer's 2012 Equity Incentive Plan. Twenty five percent (25%) of the stock options vest on the one-year anniversary of February 26, 2021 with the remaining options vesting in monthly installments over a three-year period thereafter. Represents 1,448 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. Represents 2,476 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. Represents 8,145 stock options granted under the Issuer's 2012 Equity Incentive Plan. Twenty five percent (25%) of the stock options vest on the one-year anniversary of March 24, 2022 with the remaining options vesting in monthly installments over a three-year period thereafter. Represents 60,746 stock options granted under the Issuer's 2012 Equity Incentive Plan. The options vest in equal monthly installments over three years, beginning of November 28, 2022. Exhibit 24.1 - Power of Attorney. /s/ Nishant M. Dharia, Attorney-in-fact 2023-06-07 EX-24.1 2 brhc20054172_ex24-1.htm EXHIBIT 24.1
Exhibit 24.1

POWER OF ATTORNEY

Know all by these present, that the undersigned hereby constitutes and appoints each of Michael DiVecchia of Elicio Therapeutics, Inc. (the “Company”), Kristen Ferris of Goulston & Storrs P.C., and Daniel A. Bagliebter, Nishant M. Dharia, Francesca A. McGuire, Brenda Meyette and Tanya Sylla, each of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing individually, with full power of substitution, the undersigned's true and lawful attorney-in-fact to:


 (1)
execute for and on behalf of the undersigned, forms and authentication documents for EDGAR Filing Access;


(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and authentication documents;


(3)
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% shareholder of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;


(4)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and


(5)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact, on behalf of the undersigned pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this day of May 22, 2023.

   /s/ Peter DeMuth  
 
Name: Peter DeMuth