As filed with the Securities and Exchange Commission on May 16, 2022March 29, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
Delaware | | | 11-3430072 | ||
(State or other jurisdiction of incorporation or organization) | | | ( Identification |
Boston, Massachusetts 02210
(415) 655-4899
(857) 209-0050
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
President and& Chief Executive Officer
51 Charles Lindbergh Boulevard
Elicio Therapeutics, Inc.
Uniondale, NY 11553
451 D Street, 5th Floor
(415) 655-4899
Boston, MA 02210
(857) 209-0050
(Name, address, including zip code, and telephone number, including, area code, of agent for service)
Daniel A. Bagliebter
Anitha Anne
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Cooley LLP
One Financial Center
3 Embarcadero, 20th Floor
Boston, Massachusetts 02111
San Francisco, CA 94111
(415) 693-2000
(617) 542-6000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the Registrantregistrant 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 7(a)(2)(B) of the Securities Act. ☐
The information in this preliminary prospectus is not complete and may be changed. Wechanged without notice. The selling stockholder may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offersan offer to buy these securities in any state where suchthe offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 16, 2022MARCH 29, 2024
1,213,000 Shares of Common Stock
Preferred Stock
Debt Securities
Warrants
Our registration of the Shares covered by this prospectus does not mean that the selling stockholder will offer or sell any of the Shares. The selling stockholder may sell any, all or none of the Shares offered by this prospectus and we do not know when or in what amount the selling stockholder may sell its Shares hereunder following the effective date of this registration statement. The timing and amount of $100,000,000 of any combinationsale are within the sole discretion of the securities described in this prospectus, either individuallyselling stockholder.
The selling stockholder may sell the Shares through public or in combination. Weprivate transactions at market prices prevailing at the time of sale or at negotiated prices. For further information regarding the possible methods by which the Shares may also offer common stock or preferred stock upon conversionbe distributed, see “Plan of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock or debt securities upon the exercise of warrants.
Our common stockCommon Stock is listed on theThe Nasdaq Global Select Market under the trading symbol “ANGN.”“ELTX”. On May 13, 2022,March 25, 2024, the last reported sale price offor our common stockCommon Stock was $1.30$6.90 per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the Nasdaq Global Select Market or other securities exchange of the securities covered by the applicable prospectus supplement.
Investing in our securitiesCommon Stock involves a high degree of risk. Before making an investment decision, you should reviewPlease consider carefully the risks described in this prospectus under the heading “Risk Factors” beginning on page 54 of this prospectus and any similar section contained in our filings with the applicable prospectus supplementSecurities and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference into this prospectus.Exchange Commission.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.