Initial Statement of Beneficial Ownership (3)
June 12 2023 - 5:13PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Haqq Christopher |
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/1/2023
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3. Issuer Name and Ticker or Trading Symbol
Elicio Therapeutics, Inc. [ELTX]
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(Last)
(First)
(Middle)
C/O ELICIO THERAPEUTICS, INC., 451 D STREET, 5TH FLOOR, SUITE 501 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
See Remarks / |
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(Street)
BOSTON, MA 02210
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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) |
| Common Stock (1) | 31981 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (right to buy) (1) | (2) | 3/31/2032 | Common Stock | 3620 (2) | $13.81 | D | |
| Stock Option (right to buy) (1) | (3) | 11/28/2032 | Common Stock | 99891 (3) | $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 3,620 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 equal monthly installments over a three-year period thereafter. |
| (3) | Represents 99,891 stock options granted under the Issuer's 2022 Equity Incentive Plan. The options vest in equal monthly installments over three years, beginning on November 28, 2022 |
Remarks:
Exhibit 24.1 - Power of Attorney. Title: Executive Vice President, Head of R&D and Chief Medical Officer |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Haqq Christopher
C/O ELICIO THERAPEUTICS, INC.
451 D STREET, 5TH FLOOR, SUITE 501
BOSTON, MA 02210 |
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| See Remarks |
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Signatures
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| /s/ Nishant M. Dharia, Attorney-in-fact | | 6/12/2023 |
| **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 control number. |
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