eltx-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM 10-Q

_____________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-39990

Elicio Therapeutics, Inc.

(Exact name of registrant as specified in its charter)


Delaware									11-3430072
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

451 D Street, 5th Floor, Boston, Massachusetts									02210
(Address of Principal Executive Offices)									(Zip Code)

(857) 209-0050

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	ELTX	The Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding as of May 8, 2026 was 19,086,081.


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PART I FINANCIAL INFORMATION			Page
Item 1. Financial Statements			5
Condensed Consolidated Balance Sheets (unaudited)			5
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)			6
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)			7
Condensed Consolidated Statements of Cash Flows (unaudited)			8
Notes to Unaudited Interim Condensed Consolidated Financial Statements			9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosures			27
Item 4. Controls and Procedures			28
PART II OTHER INFORMATION
Item 1. Legal Proceedings			29
Item 1A. Risk Factors			30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			30
Item 3. Defaults Upon Senior Securities			30
Item 4. Mine Safety Disclosures			30
Item 5. Other Information			30
Item 6. Exhibits			31
Signatures			32

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Forward-Looking Statements

This Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements concerning our business strategy and plans, future operating results and financial position, as well as our objectives and expectations for our future operations, are forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

•our financial condition, including our ability to obtain the funding necessary to advance the development of ELI-002 7P and any other current or future product candidates, our ability to continue as a going concern and our cash runway;

•the ability of our clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results;

•our ability to utilize our platform to develop a pipeline of product candidates to address unmet needs in oncology and other disease areas;

•the timing, progress and results of clinical trials for ELI-002 7P, and other current or future product candidates we may develop, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the studies or trials will become available, and the timing, progress and results of our research and development programs;

•the timing, scope and likelihood of regulatory filings and approvals, including timing of Investigational New Drug applications and U.S. Food and Drug Administration (“FDA”) approval of ELI-002 7P and any current or future product candidates;

•the timing, scope or likelihood of foreign regulatory filings and approvals;

•our ability to develop and advance our current product candidates and programs into, and successfully complete, clinical studies;

•our manufacturing, commercialization, marketing capabilities, strategy and associated timelines;

•the need to hire additional personnel and our ability to attract and retain such personnel;

•the size of the market opportunity for our product candidates, including estimates of the number of patients who suffer from the diseases we are targeting;

•expectations regarding the approval and use of our product candidates in combination with other drugs;

•expectations regarding potential for accelerated approval or other expedited regulatory designation;

•our competitive position and the success of competing therapies that are or may become available;

•our anticipated research and development activities and projected expenditures;

•existing regulations and regulatory developments in the United States, Europe and other jurisdictions;

•the extent to which global economic and political developments, including the ongoing conflict between Ukraine and Russia, the conflicts in the Middle East, including the conflict between Israel and Palestine and the conflict between Israel and Iran, geopolitical tensions with China, and other geopolitical events, as well as the macroeconomic conditions, including tariffs, inflation, volatility in interest rates, potential for economic slowdown or recession and potential government shutdowns, will affect our business operations, clinical trials, or financial condition;

•our expectations regarding other macroeconomic trends;

•our intellectual property position, including the scope of protection we are able to establish and maintain for intellectual property rights covering ELI-002 7P, other current or future product candidates we may develop, including the extensions of existing patent terms where available, the validity of intellectual property rights held by third parties, and our ability not to infringe, misappropriate or otherwise violate any third-party intellectual property rights;

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•our continued reliance on third parties to conduct additional clinical trials of our product candidates, and for the manufacture of our product candidates for clinical trials;

•our ability to have manufactured sufficient supplies of drug product for clinical testing and commercialization;

•our ability to obtain, and negotiate favorable terms of, any collaboration, licensing or other arrangements that may be necessary or desirable to develop, manufacture or commercialize our product candidates;

•our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•our projected financial performance;

•our anticipated use of proceeds from potential financing activities;

•the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our planned operating expenses and capital expenditure requirements;

•the potential impact of anticipated funding pressures and the expected effect from U.S. export controls and tariffs; and

•the impact of laws and regulations.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in the sections titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2026, as may be updated or supplemented in subsequent filings with the SEC, and elsewhere in this Quarterly Report on Form 10-Q. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and are based on assumptions as of the date they were made. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into or review of all relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely on these statements.

This Quarterly Report on Form 10-Q also contains estimates, projections and other information concerning our industry, our business and the markets for certain drugs, including data regarding the estimated size of those markets, their projected growth rates and the incidence of certain medical conditions. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, medical and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

In this Quarterly Report on Form 10-Q, unless the context indicates otherwise, the terms “Company,” “Elicio,” “we,” “us,” and “our” refer to Elicio Therapeutics, Inc. and our wholly-owned subsidiaries.

Trademarks

This Quarterly Report on Form 10-Q includes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this Quarterly Report on Form 10-Q are the property of their respective owners. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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Part I FINANCIAL INFORMATION

Item 1. Financial Statements

ELICIO THERAPEUTICS, INC.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)


	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	14,948	$	18,563

Prepaid expenses and other current assets	1,252		748
Total current assets	16,200		19,311
Property and equipment, net	249		295
Operating lease, right-of-use assets	4,539		4,782
Restricted cash, noncurrent	706		704
Other long-term prepaid assets	995		770
Total assets	$	22,689	$	25,862
Liabilities and stockholders’ (deficit) equity
Current liabilities
Accounts payable	$	272	$	672
Accrued expenses	5,915		6,427



Operating lease liability, current	1,042		1,011

Total current liabilities	7,229		8,110
Warrant liabilities	3,599		2,615
Operating lease liability, noncurrent	3,823		4,094
Long-term debt, net	9,475		9,407
Total liabilities	24,126		24,226
Commitments and contingencies - Note 9
Stockholders' (deficit) equity:
Common stock, $0.01 par value per share; 300,000,000 shares authorized; 18,654,350 shares and 17,814,762 shares issued at March 31, 2026 and December 31, 2025, respectively; 18,639,895 and 17,800,307 outstanding as of March 31, 2026 and December 31, 2025, respectively	186		178
Treasury stock, at cost, 14,455 shares outstanding	(150)		(150)
Additional paid-in capital	244,144		235,407
Accumulated other comprehensive loss	(122)		(127)
Accumulated deficit	(245,495)		(233,672)
Total stockholders' (deficit) equity	(1,437)		1,636
Total liabilities and stockholders'(deficit) equity	$	22,689	$	25,862

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ELICIO THERAPEUTICS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended March 31,
	2026		2025




Operating expenses:


Research and development	$	6,757	$	7,778
General and administrative	3,845		2,958
Total operating expenses	10,602		10,736
Loss from operations	(10,602)		(10,736)
Other (expense) income
Change in fair value of warrant liabilities	(984)		(507)



Foreign exchange transaction gain	13		—

Interest income	157		210
Interest expense	(407)		(176)
Total other expense, net	(1,221)		(473)
Net loss	(11,823)		(11,209)
Other comprehensive income:
Foreign currency translation adjustment	5		31
Comprehensive loss	$	(11,818)	$	(11,178)
Net loss per common share, basic and diluted	$	(0.65)	$	(0.87)
Weighted average common shares and pre-funded warrants outstanding, basic and diluted	18,211,745		12,950,574

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ELICIO THERAPEUTICS, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share amounts)

(unaudited)

For the Three Months Ended March 31, 2026


	Common Stock		Treasury Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity (Deficit)
		Shares	Amount		Shares			Amount
Balance as of December 31, 2025		17,814,762	$	178	(14,455)	$	(150)		$	235,407	$	(127)	$	(233,672)	$	1,636
Issuance of common stock from at-the-market offering, net of issuance costs of $0.2 million		819,157	8		—	—			7,769		—		—		7,777
Issuance of common stock upon exercise of options		20,431	—		—	—			100		—		—		100
Stock-based compensation		—	—		—	—			868		—		—		868
Foreign currency translation adjustment		—	—		—	—			—		5		—		5
Net loss		—	—		—	—			—		—		(11,823)		(11,823)
Balance as of March 31, 2026		18,654,350	$	186	(14,455)	$	(150)		$	244,144	$	(122)	$	(245,495)	$	(1,437)

For the Three Months Ended March 31, 2025


	Common Stock		Treasury Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' (Deficit) Equity
		Shares	Amount		Shares			Amount
Balance as of December 31, 2024		11,043,837	$	110	(14,455)	$	(150)		$	183,004	$	(175)	$	(194,101)	$	(11,312)
Issuance of common stock from at-the-market offering, net of issuance costs of $0 million		106,823	1		—	—			834		—		—		835
Issuance of common stock upon exercise of options		1,628	—		—	—			7		—		—		7
Conversion of senior note payable into common stock, net of issuance costs of $0.3 million		3,500,573	35		—	—			20,141		—		—		20,176
Issuance of common stock and warrants from the January 2025 Offering, net of issuance costs of $0.8 million		1,261,830	13		—	—			9,130		—		—		9,143
Issuance of common stock upon the exercise of common warrants		68,500	1		—	—			715		—		—		716
Stock-based compensation		—	—		—	—			517		—		—		517
Foreign currency translation adjustment		—	—		—	—			—		31		—		31
Net loss		—	—		—	—			—		—		(11,209)		(11,209)
Balance as of March 31, 2025		15,983,191	$	160	(14,455)	$	(150)		$	214,348	$	(144)	$	(205,310)	$	8,904

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ELICIO THERAPEUTICS, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities
Net loss	$	(11,823)	$	(11,209)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	46		53
Amortization of right-of-use assets, operating leases	243		225
Non-cash interest expense	—		107
Amortization of debt discount	68		35

Change in fair value of warrant liabilities	984		507

Stock-based compensation	868		517


Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(504)		(4)
Other long-term prepaid assets	(225)		—
Accounts payable	(460)		2,999
Accrued expenses	(602)		(2,645)
Deferred research obligation	—		(489)
Operating lease liabilities	(240)		(215)

Net cash used in operating activities	(11,645)		(10,119)





Cash flows from financing activities

Proceeds from issuance of common stock from at-the-market offerings, net of issuance costs	7,988		835
Payment of offering costs for the issuance of common stock from at-the-market offering	(61)		—
Proceeds from the exercise of common warrants	—		343
Proceeds from issuance of common stock and common warrants from the January 2025 Offering	—		9,143
Proceeds from the exercise of stock options	100		7
Net cash provided by financing activities	8,027		10,328
Effect of foreign currency on cash and cash equivalents	5		31
Net (decrease) increase in cash and cash equivalents	(3,613)		240
Cash, cash equivalents and restricted cash at the beginning of the period	19,267		19,492
Cash, cash equivalents, and restricted cash at the end of the period	$	15,654	$	19,732

Components of cash and cash equivalents, and restricted cash
Cash and cash equivalents	$	14,948	$	18,351
Restricted cash	706		1,381
Total cash, cash equivalents and restricted cash	$	15,654	$	19,732

Supplemental disclosure of noncash investing and financing activities:

At-the-market offering costs incurred but not paid included in accrued expenses and accounts payable	$	150	$	—
Fair value of common stock warrants upon settlement	$	—	$	373


Conversion of Convertible Note and interest into equity	$	—	$	20,034

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

Note 1—Description of the Business and Financial Condition

Elicio Therapeutics, Inc. (“Elicio” or the “Company”) is a clinical-stage biotechnology company advancing novel immunotherapies for the treatment of cancer, including mutant Kirsten rat sarcoma viral oncogene homolog (“mKRAS”)-positive pancreatic cancer, colorectal cancer, lung cancer and other mKRAS positive cancers. Elicio and its wholly-owned subsidiaries, Elicio Securities Corporation (“ESC”), an investment company, Elicio Operating Company, Inc. (“Former Elicio”), and Elicio Australia Pty Ltd. (“Elicio Pty”), an Australian subsidiary established for the purposes of qualifying for research credits for studies conducted in Australia, are collectively referred to as “Elicio” throughout these unaudited interim condensed consolidated financial statements.

Liquidity and Going Concern

The Company has experienced net losses and negative cash flows from operating activities since inception. As of March 31, 2026, the Company had an accumulated deficit of $245.5 million. The Company expects that its operating losses and negative operating cash flows will continue for the foreseeable future as the Company continues to develop its product candidates. The Company’s sources of liquidity are described below.

At-The-Market Equity Programs

In June 2024, the Company filed a registration statement on Form S-3 (the “2024 Registration Statement”) with the SEC that registered the offering, issuance, and sale of an amount of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock and/or debt securities, and/or units consisting of any combination of such securities, not to exceed an aggregate initial offering price of $200 million. Simultaneously, the Company entered into the Capital on DemandTM Sales Agreement with JonesTrading Institutional Services LLC (“Jones”), as agent, to provide for the issuance and sale of up to $40 million of shares of common stock from time to time in “at-the-market” offerings under the 2024 Registration Statement and related prospectus filed with the 2024 Registration Statement (the “2024 ATM Program”). During the year ended December 31, 2025, the Company issued and sold 1,717,507 shares of common stock at a weighted average price of $9.46 per share under the 2024 ATM Program for net proceeds of approximately $16.2 million after deducting sales commissions. During the three months ended March 31, 2026, the Company issued and sold 699,678 shares of common stock at a weighted average price of $9.52 per share for net proceeds of approximately $6.7 million after deducting sales commissions under the 2024 ATM Program. In March 2026, the Company terminated the 2024 ATM Program and was not subject to any penalties related to the termination.

In February 2026, the Company filed a registration statement on Form S-3 (the “2026 Registration Statement”) with the SEC, as subsequently amended in March 2026, that registered the offering, issuance, and sale of an amount of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock and/or debt securities, and/or units consisting of any combination of such securities, not to exceed an aggregate initial offering price of $400 million. In March 2026, the Company entered into the At Market Issuance Sales Agreement with B. Riley Securities, Inc. (“B. Riley Securities”), Jones, and Ladenburg Thalmann & Co. Inc. (“Ladenburg Thalmann”), (each an “Agent” and collectively, the “Agents”), under which the Company may issue and sell, from time to time at its sole discretion, up to $100 million of shares of common stock in “at-the-market” offerings through the Agents under the 2026 Registration Statement and related prospectus filed with the 2026 Registration Statement (the “2026 ATM Program” and, collectively with the 2024 ATM Program, the “ATM Programs”). During the three months ended March 31, 2026, the Company issued and sold 119,479 shares of common stock at a weighted average price of $11.42 per share for net proceeds of approximately $1.3 million after deducting sales commissions under the 2026 ATM Program. The Company incurred offering costs of $0.2 million related to the initial setup of the 2026 ATM Program, of which $0.2 million remained unpaid and was included in accounts payable and accrued expenses as of March 31, 2026, bringing the aggregate net proceeds for the 2026 ATM Program to approximately $1.1 million for the three months ended March 31, 2026.

During the three months ended March 31, 2026, the Company issued and sold 819,157 shares of common stock at a weighted average price of $9.80 per share for aggregate net proceeds of $8.0 million after deducting sales commissions and $7.8 million after deducting offering costs under the ATM Programs.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

January 2025 Offering

In January 2025, the Company entered into a securities purchase agreement with certain institutional investors (each an “Investor” and, collectively, the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by Elicio directly to the Investors (the “January 2025 Offering”): (i) an aggregate of 1,261,830 shares of common stock (the “January 2025 Shares”) and (ii) common warrants to purchase up to an aggregate of 1,261,830 shares of common stock (the “January 2025 Common Warrants”). Each January 2025 Share and accompanying January 2025 Common Warrant were sold together at a combined offering price of $7.925. The January 2025 Common Warrants have an exercise price of $7.80 per share, are immediately exercisable and will expire five years from the issuance date. The January 2025 Offering resulted in net proceeds of approximately $9.2 million after deducting the placement agent’s fees and related offering expenses.

Senior Secured Promissory Note Financing

In June 2025, the Company entered into a note purchase agreement (the “June 2025 Promissory Note Financing”) with GKCC, LLC (“GKCC”), an entity controlled by a member of Elicio’s board of directors, pursuant to which the Company issued a Senior Secured Promissory Note due June 3, 2028 (the “June 2025 Promissory Note”) in the principal amount of $10.0 million. In connection with the June 2025 Promissory Note Financing, the Company issued to GKCC a warrant to purchase an aggregate of 103,225 shares of common stock (the “June 2025 Warrant”). The June 2025 Warrant has an exercise price of $7.75 per share, is immediately exercisable, and expires five years from the date of issuance. The Company received net proceeds of approximately $9.9 million from the June 2025 Promissory Note Financing, after deducting debt issuance costs. Refer to Note 8 and 11 for additional information.

As of March 31, 2026, the Company had $14.9 million in cash and cash equivalents. The Company’s losses from operations, negative operating cash flows and accumulated deficit, as well as the additional capital needed to fund operations for at least twelve months following the issuance of the condensed consolidated financial statements, raise substantial doubt about the Company’s ability to continue as a going concern. The Company expects to incur substantial expenditures in the foreseeable future for the development of its product candidates and will require additional financing to continue this development. The Company plans to address this condition through the sale of Company common stock or other securities in public offerings and/or private placements, debt financings, or through other capital sources, including licensing arrangements, partnerships and collaborations with other companies or other strategic transactions, but there is no assurance these plans will be completed successfully or at all. If the Company is unable to obtain additional capital when and as needed to continue as a going concern, it may need to further reduce or scale back its operations and/or liquidate its assets, and the values it receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in its financial statements.

The accompanying condensed consolidated financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Any references in these notes to applicable guidance are meant to refer to U.S. GAAP as found in Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”).

The condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries, Elicio Pty, ESC, and Former Elicio. All significant intercompany balances and transactions have been eliminated. These interim financial statements are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for the fair statement of such interim financial statements. The December 31, 2025 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s most recent Annual Report on Form 10-K.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

Recently Adopted Accounting Standards During the Period

In November 2024, the FASB issued ASU No. 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”). This new guidance clarifies the accounting treatment of whether the settlement of convertible debt should be accounted for as an induced conversion or extinguishment of convertible debt. This guidance is effective for annual reporting periods beginning after December 15, 2025. The Company adopted ASU 2024-04 on a prospective basis on January 1, 2026. The Company’s adoption of ASU 2024-04 did not have a material impact on its condensed consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 requires enhanced disclosures of disaggregated income statement expenses. Disclosure within the notes to the financial statements for each annual and interim period should include: employee compensation, depreciation, and intangible asset amortization, included in each relevant expense caption; certain amounts that are already required to be disclosed under current U.S. GAAP in the same disclosure as the other disaggregation requirement; a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. For public entities, the provisions within ASU 2024-03 (as further clarified through ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)) are effective for the first annual reporting period beginning after December 15, 2026 and for interim reporting periods after December 15, 2027. The provisions within ASU 2024-03 are required to be applied prospectively; however, such provisions may be applied retrospectively for all comparative periods following the effective date. The Company is currently evaluating the effect that adoption of ASU 2024-03 will have on its consolidated financial statements.

Note 3—Fair Value Measurements

The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis and their assigned levels within the fair value hierarchy (in thousands):


	March 31, 2026
	Level 1		Level 2		Level 3		Total
Money market funds(1)	$	6,296	$	—	$	—	$	6,296

Total assets	$	6,296	$	—	$	—	$	6,296

Warrant liabilities	$	—	$	3,596	$	3	$	3,599

Total liabilities	$	—	$	3,596	$	3	$	3,599


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Money market funds(1)	$	6,245	$	—	$	—	$	6,245
Total assets	$	6,245	$	—	$	—	$	6,245

Warrant liabilities	$	—	$	2,614	$	1	$	2,615
Total liabilities	$	—	$	2,614	$	1	$	2,615

_________________

(1) Included in cash, cash equivalents, and restricted cash on the condensed consolidated balance sheets. This balance includes cash requirements settled on a nightly basis.

Cash equivalents at March 31, 2026 and December 31, 2025 were held in U.S. Treasury securities.

There were no transfers made among the three levels in the fair value hierarchy during the periods presented.

The fair value of the warrants assumed in the merger (the “Merger”) with Angion Biomedica Corp. (“Angion” and the warrants, the “Angion Warrants”) were classified as Level 3 with key Level 3 inputs of exercise price, term, and volatility. The following table presents a summary of changes in Level 3 in the fair value of the Company’s common stock warrant liability (in thousands):


	March 31, 2026		December 31, 2025
Balance, beginning of the period	$	1	$	1
Change in fair value	2		—
Balance, end of the period	$	3	$	1

Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with assets and liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

The fair value of the Angion Warrants issued by the Company has been estimated using the Black-Scholes option pricing model. The underlying equity included in Black-Scholes was valued based on the equity value implied from sales of preferred and common stock at each measurement date, as applicable. The fair value of the Angion Warrants was impacted by the model selected as well as assumptions surrounding unobservable inputs including the underlying equity value, expected volatility of the underlying equity, risk-free interest rate, and the expected term.

The fair value of the assumed Angion Warrant liabilities was estimated using the following assumptions:


	March 31, 2026			December 31, 2025
Weighted average strike price	$	76.00		$	76.00
Contractual term (years)	2.4			2.7
Volatility (annual)	76.8		%	67.6		%
Risk-free rate	4.0		%	3.8		%
Dividend yield (per share)	—		%	—		%

In July 2024, the Company closed an underwritten public offering (the “July 2024 Public Offering”), consisting of (i) 500,000 shares of common stock (the “July 2024 Shares”), (ii) pre-funded warrants exercisable for 1,800,000 shares of common stock (the “July 2024 Pre-Funded Warrants”), and (iii) common warrants to purchase up to 2,300,000 shares of common stock, (the “July 2024 Common Warrants”). The Company identified the July 2024 Common Warrants as liabilities and measured them at fair value on July 1, 2024, and subsequently remeasures the fair value of these warrant liabilities at each reporting period end. The Company is able to calculate the fair value measurement based on directly observable inputs from active markets, therefore these warrants are classified as Level 2. Each July 2024 Common Warrant is exercisable at an exercise price equal to $5.00 per share, subject to certain adjustments and limitations as provided under the terms of the July 2024 Common Warrants, are immediately exercisable, and will expire five years from the issuance date. At the Company’s annual stockholder’s meeting in November 2024, the Company obtained stockholder approval for GKCC, together with its affiliates, to exceed the 19.99% beneficial ownership limitation pursuant to the rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”) (“Stockholder Approval”). As a result of the Stockholder Approval, the July 2024 Common Warrants held by GKCC are equity classified while the remainder of the outstanding July 2024 Common Warrants are liability classified and are subsequently remeasured at each reporting period end. Refer to Note 8 for further discussion.

For the three months ended March 31, 2026 and 2025, the Company recognized a change in fair value of $1.0 million and $0.5 million, respectively, on the remeasurement of the liability-classified July 2024 Common Warrants.

The Company records the fair value remeasurement of the outstanding liability-classified warrants in change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss included in this Quarterly Report on Form 10-Q.

Note 4—Balance Sheet Components

Prepaid and Other Current Assets

Prepaid and other current assets consisted of the following (in thousands):

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)


	March 31, 2026		December 31, 2025
Prepaid research and development contract services	$	563	$	115
Advanced professional fees	319		193
Prepaid insurance	208		367
Other prepaid expenses and other current assets	162		73
Total prepaid and other current assets	$	1,252	$	748

Property and Equipment, Net

Property and equipment, net was comprised of the following (in thousands):


	March 31, 2026		December 31, 2025
Equipment	$	1,661	$	1,661
Furniture and fixtures	258		258
Leasehold improvements	132		132

Total property and equipment	2,051		2,051
Less: accumulated depreciation	(1,802)		(1,756)
Property and equipment, net	$	249	$	295

Depreciation expense for the three months ended March 31, 2026 was an immaterial amount. For the three months ended March 31, 2025, depreciation expense was $0.1 million.

Other long-term prepaid assets

Other long-term prepaid assets consisted of the advance payments for clinical trial services, totaling $1.0 million and $0.8 million for March 31, 2026 and December 31, 2025, respectively.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	March 31, 2026		December 31, 2025
Accrued professional fees	$	623	$	818
Accrued compensation and benefits	833		2,528
Accrued clinical trial and research and development costs	3,345		2,298
Accrued interest	1,080		741
Other accrued expenses	34		42
Total accrued expenses	$	5,915	$	6,427

Note 5 — Research Grants

In September 2022, Former Elicio entered into a grant agreement with the Gastro-Intestinal (“GI”) Research Foundation, a not-for-profit organization focused on supporting research to treat, cure, and prevent digestive diseases, for $2.8 million. The development efforts as defined in the first grant agreement were completed in the second quarter of 2023. In September 2023, the Company entered into a second grant agreement with the GI Research Foundation for $3.1 million. The development efforts as defined in the second agreement were completed in the third quarter of 2024. In August 2024, the Company entered into a third grant agreement with the GI Research Foundation for $1.5 million. The third grant agreement activities were completed in the second quarter of 2025.

The award money for the three grant agreements was recorded as contra-expense to offset the research and development costs incurred. For the three months ended March 31, 2025, the Company incurred $0.5 million in research and development expenses related to this project, of which $0.5 million was reimbursed from available grant funds. Following completion of the third grant agreement with GI Research Foundation during the second quarter of 2025, the remaining $0.4 million of the grant funds were recognized as grant income, as there were no further conditions to be met.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

Note 6—Common Stock and Stockholders' Equity

Authorized Shares

The Company's current Amended and Restated Certificate of Incorporation, as amended, authorizes 300,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share.

At-The-Market Equity Programs

During the three months ended March 31, 2025, the Company issued and sold 106,823 shares of common stock at a weighted average price of $7.82 per share under the 2024 ATM Program for net proceeds of approximately $0.8 million after deducting sales commissions. During the year ended December 31, 2025, the Company issued and sold 1,717,507 shares of common stock at a weighted average price of $9.46 per share under the 2024 ATM Program for net proceeds of approximately $16.2 million after deducting sales commissions.

During the three months ended March 31, 2026, the Company issued and sold 699,678 shares of common stock at a weighted average price of $9.52 per share under the 2024 ATM Program for net proceeds of approximately $6.7 million after deducting sales commissions. In March 2026, the 2024 ATM Program was terminated by the Company.

During the three months ended March 31, 2026, the Company issued and sold 119,479 shares of common stock at a weighted average price of $11.42 per share under the 2026 ATM Program for net proceeds of approximately $1.3 million after deducting sales commissions. The Company incurred offering costs of $0.2 million related to the initial setup of the 2026 ATM Program, of which $0.2 million remained unpaid and was included in accounts payable and accrued expenses as of March 31, 2026, bringing the aggregate net proceeds for the 2026 ATM Program to approximately $1.1 million for the three months ended March 31, 2026.

January 2025 Offering

In January 2025, the Company closed the January 2025 Offering, pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors, the January 2025 Shares and January 2025 Common Warrants. For clarity, the January 2025 Shares consist of 1,261,830 shares of common stock and the January 2025 Common Warrants consist of common warrants to purchase up to an aggregate of 1,261,830 shares of common stock. Each January 2025 Share and accompanying January 2025 Common Warrant were sold together at a combined offering price of $7.925 per January 2025 Share and accompanying January 2025 Common Warrants. The January 2025 Common Warrants have an exercise price of $7.80 per share, are immediately exercisable and will expire five years from the issuance date. The January 2025 Offering resulted in net proceeds of approximately $9.2 million to the Company after deducting the placement agent’s fees and related offering expenses.

Senior Secured Convertible Note Financing

In August 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with GKCC, an entity controlled by a member of Elicio’s board of directors, pursuant to which the Company issued a 3% Senior Secured Convertible Promissory Note due February 15, 2026 (the “Convertible Note”) in the principal amount of $20.0 million (the “Convertible Note Financing”). Unless earlier converted in accordance with the terms of the Convertible Note, the Convertible Note would mature on February 15, 2026. Interest on the Convertible Note accrued and was payable quarterly in cash on the principal amount equal to 3% per annum, with an initial interest payment date of June 30, 2025. The Company received net proceeds of approximately $19.7 million from the Convertible Note Financing, after deducting debt issuance costs.

In March 2025, Elicio exercised its right under the Convertible Note to require GKCC to convert the full amount of the Convertible Note, including all accrued and unpaid interest, into shares of Elicio’s common stock. In March 2025, the Company issued 3,500,573 shares of common stock to GKCC in exchange for the principal balance of $20.0 million plus $0.3 million in accrued interest, in satisfaction in full of the Convertible Note. Refer to Note 11 for additional information.

Senior Secured Promissory Note Financing

In June 2025, the Company entered into the June 2025 Promissory Note Financing with GKCC pursuant to which the Company issued the June 2025 Promissory Note in the principal amount of $10.0 million. In connection with the June 2025 Promissory Note Financing, the Company issued to GKCC the June 2025 Warrant to purchase an aggregate of 103,225 shares of common stock. The June 2025 Warrant has an exercise price of $7.75 per share, is immediately exercisable, and expires five years from the date of issuance. Refer to Note 11 for further detail.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

Note 7—Stock-Based Compensation

As of March 31, 2026, there was an aggregate of 1,280,971 shares of common stock available for issuance under the Company’s equity incentive plans, including 645,103 shares available for future grants under the Company’s 2021 Incentive Award Plan, 178,953 shares available for future grants under the Company’s 2022 Equity Incentive Plan, as amended, and 456,915 shares available for future grants issuance under the Company’s 2024 Inducement Incentive Award Plan. Refer to Note 7 – “Stock-Based Compensation" to the Company's consolidated financial statements from the Form 10-K for the discussion of the Company's equity incentive plans.

Stock Options

The following table summarizes information and activity related to the Company’s stock options for the three months ended March 31, 2026:


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Total Intrinsic Value (in thousands)
Outstanding as of December 31, 2025	2,621,203	$	13.50	6.9	$	5,057
Options granted	524,793	8.13
Options exercised	(20,431)	4.93
Forfeited (unvested)	(2,347)	4.51
Outstanding as of March 31, 2026	3,123,218	$	12.66	7.2	$	11,552
Options vested and exercisable	1,574,201	$	18.04	5.4	$	6,140

The aggregate intrinsic value in the above table is calculated as the difference between the estimated fair value of the Company's common stock and the exercise price of the stock options. 524,793 stock options were granted during the three months ended March 31, 2026. The weighted average grant date fair value per share for the stock option grants during the three months ended March 31, 2026 was $6.73. As of March 31, 2026, the total unrecognized compensation expense related to unvested stock option awards granted was $8.1 million, which the Company expects to recognize over a weighted-average period of approximately 3.2 years.

The fair value of each option is estimated on the date of grant using a Black-Scholes option pricing model with the assumptions noted in the table below. The fair value of an award with only a service condition is amortized as compensation expense on a straight-line basis over the requisite service period of the award, which is generally the vesting period. Compensation cost of awards that contain a performance condition are recognized when success is considered probable during the performance period. The Company has elected to account for forfeitures as they occur, rather than estimating the number of awards that are expected to vest. The risk-free interest rate is estimated using the weighted average rate of return on U.S. Treasury notes with a life that approximates the expected life of the option. The expected term of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The contractual life of the option was used for the expected life of options granted to non-employees. Expected volatility is based on the weighted average of the historical volatility of a peer group of publicly traded companies, using the daily closing prices during the equivalent period of the calculated expected term of stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company’s common stock price becomes available, or until circumstances change, such that the identified entities are no longer comparable companies. The assumed dividend yield is based upon the Company's expectation of not paying dividends in the foreseeable future.

The fair value of each employee and non-employee stock option grant was estimated on the date of grant using Black-Scholes based on the following weighted average assumptions.


Options	Three months ended March 31,
	2026		2025
Risk-free interest rate	3.9	%	4.4%
Expected dividend yield	0.0	%	0.0	%
Expected term in years	6.1		6.1
Expected volatility	105.4	%	106.9%

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

Restricted Stock Units

The following table summarizes information and activity related to the Company’s restricted stock units (“RSUs”) for the three months ended March 31, 2026:


	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2025	—	$	—
RSUs granted	235,234	8.10
RSUs vested	—	—
RSUs forfeited	—	—
Unvested as of March 31, 2026	235,234	$	8.10

As of March 31, 2026, the total unrecognized compensation expense related to unvested restricted stock units was $1.8 million, which the Company expects to recognize over a weighted-average period of approximately 3.8 years.

Stock-based Compensation Expense

The following table summarizes total stock-based compensation expense, which includes expense related to stock options and RSUs, as recorded in the condensed consolidated statements of operations (in thousands):


	Three Months Ended March 31,
	2026		2025
Research and development	$	350	$	288
General and administrative	518		229
Total	$	868	$	517

Employee Stock Purchase Plan

In January 2021, the board of directors of Angion approved the Employee Stock Purchase Plan (the “ESPP”). The ESPP was effective on the date immediately prior to the effectiveness of Angion's registration statement relating to Angion’s initial public offering. The offering period and purchase period were determined by Angion’s board of directors. In February 2026, Elicio amended and restated the ESPP, and filed the amended and restated ESPP as an exhibit to the Annual Form 10-K on March 12, 2026. No offering periods or purchasing periods were active as of March 31, 2026. As of March 31, 2026, 453,312 shares remained available for purchase under the ESPP and no offerings have been authorized.

Note 8—Warrants

In accordance with FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”), certain of the Company’s outstanding warrants are classified as liabilities and are recorded at fair value at the issuance date, with subsequent changes in the fair value recognized in the condensed consolidated statements of operations and comprehensive loss in each reporting period. Refer to Note 3 for changes in the fair value recognized during the periods reported.

As disclosed in Notes 1 and 6, in January 2025, the Company closed the January 2025 Offering, pursuant to which the Company agreed to issue and sell the January 2025 Shares and January 2025 Common Warrants. For clarity, the January 2025 Shares consist of 1,261,830 shares of common stock and the January 2025 Common Warrants consist of common warrants to purchase up to an aggregate of 1,261,830 shares of common stock. Each January 2025 Share and accompanying January 2025 Common Warrants were sold together at a combined offering price of $7.925. The January 2025 Common Warrants have an exercise price of $7.80 per share, are immediately exercisable and will expire five years from the issuance date. The fair value of the January 2025 Common Warrants, as determined by the Black-Scholes option pricing model, was $9.7 million on the closing date of the January 2025 Offering. The net proceeds were allocated using the relative fair value of the January 2025 Shares and January 2025 Common Warrants.

As disclosed in Notes 1 and 6, in June 2025, in connection with the June 2025 Promissory Note Financing, the Company issued to GKCC the June 2025 Warrant to purchase an aggregate of 103,225 shares of the Company’s common stock. The June 2025 Warrant has an exercise price of $7.75 per share, is immediately exercisable and expires five years from the date of issuance. The fair value of the June 2025 Warrant, as determined by the Black-Scholes option pricing model, was $0.6 million at the date of issuance. See Note 11 for further detail regarding the June 2025 Promissory Note Financing.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

For the three months ended March 31, 2026, there was no warrant activity in the period. The following tables summarize information regarding the warrants outstanding at March 31, 2026:


Common Stock Warrants	Classification	Number of Shares Underlying the Warrants Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)
Elicio Warrants	Equity	144,814	$	53.59	3.3
Angion Warrants	Liability	3,950	$	76.00	2.4
March 2024 Pre-Funded Warrants(1)	Equity	1,032,702	$

SEC Form 10-Q filed by Elicio Therapeutics Inc.