0001140361-23-028863.txt : 20230607 0001140361-23-028863.hdr.sgml : 20230607 20230607214042 ACCESSION NUMBER: 0001140361-23-028863 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: ADAMS JULIAN CENTRAL INDEX KEY: 0001230486 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39990 FILM NUMBER: 231000521 MAIL ADDRESS: STREET 1: C/O GAMIDA CELL STREET 2: 673 BOYLSTON STREET, 4TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 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 0001230486 ADAMS JULIAN C/O ELICIO THERAPEUTICS, INC. 451 D STREET, 5TH FLOOR, SUITE 501 BOSTON MA 02210 true Stock Option (right to buy) 13.81 2032-03-31 Common Stock 1357 D Stock Option (right to buy) 9.39 2030-09-02 Common Stock 1810 D Stock Option (right to buy) 4.42 2028-03-20 Common Stock 2172 D Stock Option (right to buy) 4.42 2027-01-20 Common Stock 4525 D Stock Option (right to buy) 9.94 2028-11-15 Common Stock 7266 D Stock Option (right to buy) 3.87 2032-12-06 Common Stock 34186 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 1,357 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 31, 2022 with the remaining options vesting in equal monthly installments over a three-year period thereafter. Represents 1,810 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 August 7, 2020 with the remaining options vesting in equal monthly installments over a three-year period thereafter. Represents 2,172 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. Represents 4,525 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. Represents 7,266 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. Represents 34,186 stock options granted under the Issuer's 2022 Equity Incentive Plan. Twenty five percent (25%) of the stock options vest on the one-year anniversary of December 6, 2022 with the remaining options vesting in equal monthly installments over a two-year period thereafter. Exhibit 24.1 - Power of Attorney. /s/ Nishant M. Dharia, Attorney-in-fact 2023-06-07 EX-24.1 2 brhc20054173_ex24-1.htm EXHIBIT 24.1
Exhibit 24

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 18, 2023.

 
Julian Adams
 
 
Name: /s/ Julian Adams