{"url_path":"/sec/eltx/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1601485/0001104659-26-080058-index.html","accession_number":"0001104659-26-080058","cik":"0001601485","ticker":"ELTX","issuer_name":"Elicio Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1601485/0001104659-26-080058-index.html","primary_entity_key":"0001601485","primary_entity_name":"Elicio Therapeutics, Inc."},"word_count":469,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement**\n\n \n\nOn July 1, 2026, Elicio Therapeutics, Inc., a Delaware corporation\n(the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional\ninvestors (each an “Investor” and, collectively, the “Investors”), pursuant to which the Company agreed to issue\nand sell, in a registered direct offering by the Company directly to the Investors (the “Offering”) an aggregate of 4,380,313\nshares (the “Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”). Each share\nof Common Stock was sold at an offering price of $3.43. The aggregate gross proceeds to the Company from the Offering were approximately\n$15 million before deducting the placement agents’ fees and related offering expenses.\n\n  \n\nThe Purchase Agreement contains customary representations and warranties\nand agreements of the Company and the Investors and customary indemnification rights and obligations of the parties. Pursuant to the terms\nof the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or Common Stock\nEquivalents (as defined in the Purchase Agreement) during the 30-day period following the closing of the Offering.\n\n \n\nThe Shares were offered by the Company pursuant to a registration\nstatement on Form S-3 (File No. 333-293861), which was filed with the Securities and Exchange Commission (the\n“Commission”) on February 27, 2026, as amended on March 2, 2026 and further amended on March 12, 2026, and declared effective by the Commission on March 16,\n2026 (the “Registration Statement”).\n\n \n\nPursuant to a placement agency agreement (the “Placement\nAgency Agreement”) with Titan Partners Group, LLC, a division of American Capital Partners, as lead placement agent\n(“Titan Partners”), the Company agreed to pay Titan Partners and B. Riley Securities, Inc., as co-placement agent, in\nconnection with the Offering certain placement agents' fees and related Offering expenses.\n\n \n\nThe Offering is expected to close on July 6, 2026, subject to customary\nclosing conditions.\n\n \n\nThe foregoing summaries of the Purchase Agreement and the Placement\nAgency Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits\n10.1 and 10.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.\n\n \n\nThis Current Report on Form 8-K does not constitute an offer to sell\nany securities or a solicitation of an offer to buy any securities in this Offering, nor shall there be any sale of any securities in\nany state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under\nthe securities laws of any such state or jurisdiction.\n\n \n\nA copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,\nP.C. relating to the legality of the issuance and sale of the securities is attached as Exhibit 5.1 hereto."}