SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

DeMuth Peter

(Last)

(First)

(Middle)

C/O ELICIO THERAPEUTICS, INC.

451 D STREET, 5TH FLOOR, SUITE 501

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2023

3. Issuer Name and Ticker or Trading Symbol
Elicio Therapeutics, Inc. [ ELTX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)⁽¹⁾	⁽²⁾	12/27/2027	Common Stock	181⁽²⁾	$4.42	D
Stock Option (right to buy)⁽¹⁾	⁽³⁾	12/10/2025	Common Stock	362⁽³⁾	$4.42	D
Stock Option (right to buy)⁽¹⁾	⁽⁴⁾	11/04/2026	Common Stock	362⁽⁴⁾	$4.42	D
Stock Option (right to buy)⁽¹⁾	⁽⁵⁾	12/18/2024	Common Stock	381⁽⁵⁾	$4.42	D
Stock Option (right to buy)⁽¹⁾	⁽⁶⁾	03/31/2032	Common Stock	14,479⁽⁶⁾	$13.81	D
Stock Option (right to buy)⁽¹⁾	⁽⁷⁾	03/20/2028	Common Stock	814⁽⁷⁾	$4.42	D
Stock Option (right to buy)⁽¹⁾	⁽⁸⁾	02/26/2031	Common Stock	905⁽⁸⁾	$12.71	D
Stock Option (right to buy)⁽¹⁾	⁽⁹⁾	10/02/2027	Common Stock	1,448⁽⁹⁾	$4.42	D
Stock Option (right to buy)⁽¹⁾	⁽¹⁰⁾	10/12/2028	Common Stock	2,476⁽¹⁰⁾	$9.94	D
Stock Option (right to buy)⁽¹⁾	⁽¹¹⁾	03/24/2030	Common Stock	8,145⁽¹¹⁾	$9.39	D
Stock Option (right to buy)⁽¹⁾	⁽¹²⁾	11/28/2032	Common Stock	60,746⁽¹²⁾	$3.87	D

Explanation of Responses:

1. 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.

2. Represents 181 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested.

3. Represents 362 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested.

4. Represents 362 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested.

5. Represents 381 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested.

6. 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.

7. Represents 814 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested.

8. 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.

9. Represents 1,448 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested.

10. Represents 2,476 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested.

11. 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.

12. 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.

Remarks:

Exhibit 24.1 - Power of Attorney.

	/s/ Nishant M. Dharia, Attorney-in-fact	06/07/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.