Elicio Therapeutics SC 13D/A / Clal Biotechnology Industries ownership change

Elicio Therapeutics (ELTX) SC 13D/AElicio Therapeutics / Clal Biotechnology Industries ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Elicio Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

28657F103

(CUSIP Number)

Alejandro Moreno

Langhorne S. Perrow

c/o Access Industries, Inc.

40 West 57th Street, 28th Floor

New York, New York 10019

(212) 247-6400

with copies to:

Nicholas P. Pellicani

Debevoise & Plimpton LLP

65 Gresham Street

EC2V 7NQ

London

+ 44 20 7786 9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 18, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

CUSIP No. 28657F103


1		NAME OF REPORTING PERSON. Access Industries Holdings LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) SC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware

(1)

All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 8,407,106 shares of Common Stock issued and outstanding as of November 7, 2023, as set forth in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2023, 1,213,000 additional shares of Common Stock issued on December 22, 2023, as reported in the Issuer’s current report on Form 8-K, filed with the SEC on December 22, 2023, and 584,170 additional shares of Common Stock issued since September 30, 2023, as reported in the Issuer’s current report on Form 8-K, filed with the SEC on January 16, 2024.

CUSIP No. 28657F103


1		NAME OF REPORTING PERSON. Access Industries, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) SC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 8,407,106 shares of Common Stock issued and outstanding as of November 7, 2023, as set forth in the Issuer’s quarterly report on Form 10-Q, filed with the SEC on November 13, 2023, 1,213,000 additional shares of Common Stock issued on December 22, 2023, as reported in the Issuer’s current report on Form 8-K, filed with the SEC on December 22, 2023 and 584,170 additional shares of Common Stock issued since September 30, 2023, as reported in the Issuer’s current report on Form 8-K, filed with the SEC on January 16, 2024.

CUSIP No. 28657F103


1		NAME OF REPORTING PERSON. Access Industries Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) SC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 8,407,106 shares of Common Stock issued and outstanding as of November 7, 2023, as set forth in the Issuer’s quarterly report on Form 10-Q, filed with the SEC on November 13, 2023, 1,213,000 additional shares of Common Stock issued on December 22, 2023, as reported in the Issuer’s current report on Form 8-K, filed with the SEC on December 22, 2023 and 584,170 additional shares of Common Stock issued since September 30, 2023, as reported in the Issuer’s current report on Form 8-K, filed with the SEC on January 16, 2024.

CUSIP No. 28657F103


1		NAME OF REPORTING PERSON. Clal Industries Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) SC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Israel

(1)

All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 8,407,106 shares of Common Stock issued and outstanding as of November 7, 2023, as set forth in the Issuer’s quarterly report on Form 10-Q, filed with the SEC on November 13, 2023, 1,213,000 additional shares of Common Stock issued on December 22, 2023, as reported in the Issuer’s current report on Form 8-K, filed with the SEC on December 22, 2023 and 584,170 additional shares of Common Stock issued since September 30, 2023, as reported in the Issuer’s current report on Form 8-K, filed with the SEC on January 16, 2024.

CUSIP No. 28657F103


1		NAME OF REPORTING PERSON. Clal Biotechnology Industries Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) SC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Israel

(1)

All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 8,407,106 shares of Common Stock issued and outstanding as of November 7, 2023, as set forth in the Issuer’s quarterly report on Form 10-Q, filed with the SEC on November 13, 2023, 1,213,000 additional shares of Common Stock issued on December 22, 2023, as reported in the Issuer’s current report on Form 8-K, filed with the SEC on December 22, 2023 and 584,170 additional shares of Common Stock issued since September 30, 2023, as reported in the Issuer’s current report on Form 8-K, filed with the SEC on January 16, 2024.

CUSIP No. 28657F103


1		NAME OF REPORTING PERSON. Len Blavatnik
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) SC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 8,407,106 shares of Common Stock issued and outstanding as of November 7, 2023, as set forth in the Issuer’s quarterly report on Form 10-Q, filed with the SEC on November 13, 2023, 1,213,000 additional shares of Common Stock issued on December 22, 2023, as reported in the Issuer’s current report on Form 8-K, filed with the SEC on December 22, 2023 and 584,170 additional shares of Common Stock issued since September 30, 2023, as reported in the Issuer’s current report on Form 8-K, filed with the SEC on January 16, 2024.

CONTINUATION PAGES TO SCHEDULE 13D

This Amendment No. 3 to Schedule 13D is being filed by Access Industries Holdings LLC (“AIH”), Access Industries Management, LLC (“AIM”), Access Industries, LLC (“Access LLC”), Clal Industries Ltd. (“CI”), Clal Biotechnology Industries Ltd. (“CBI”) and Len Blavatnik (collectively, the “Reporting Persons”, and each, a “Reporting Person”) to report certain changes in beneficial ownership of common stock, $0.01 par value per share (the “Common Stock”) of Elicio Therapeutics, Inc. (the “Issuer”) held by the Reporting Persons. The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as an exhibit hereto.

The Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on June 12, 2023, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on August 30, 2023 and Amendment No. 2 to the Schedule 13D filed by the Reporting Persons with the SEC on December 27, 2023 (together, the “Schedule”), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 3. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.

Item 5

Interest in Securities of the Issuer

Items 5(a) and (b) and (c) to the Schedule are hereby amended and restated as follows:

(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Stock (including but not limited to footnotes to such information) are incorporated herein by reference.

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.

534,040 shares of Common Stock and 65,157 warrants to purchase shares of Common Stock at an exercise price of $60.77 are owned directly by CBI and each of AIH, Access LLC, AIM, CI and Mr. Blavatnik may be deemed to share voting and investment power over the securities owned by CBI because (i) Len Blavatnik controls AIM, AIH, Access LLC and AI International GP Limited (the general partner of AI SMS, as defined below), (ii) Access LLC controls a majority of the outstanding voting interests in AIH, (iii) AIM controls Access LLC and AIH, (iv) AIH owns a majority of the equity of AI SMS L.P. (“AI SMS”), (v) AI SMS owns a majority of the equity of AI Diversified Holdings Ltd. (“Holdings Limited”), (vi) Holdings Limited owns AI Diversified Parent S.à r.l., which owns AI Diversified Holdings S.à r.l., which owns Access AI Ltd (“Access AI”), (vii) Access AI wholly owns CI and (viii) CI is the controlling shareholder of CBI. Each of the Reporting Persons (other than CBI), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of the securities held directly by CBI.

(c) The following transactions in the Issuer’s securities have been effected by Reporting Persons within the 60 days prior to this filing:

On February 12, 2024, CBI sold 298 shares of Common Stock at a weighted average price of $4.4980 in open market transactions.³

On February 20, 2024, CBI sold 2,000 shares of Common Stock at a weighted average price of $4.1000 in open market transactions.⁴

On February 21, 2024, CBI sold 3,000 shares of Common Stock at a weighted average price of $4.1000 in open market transactions.⁵

On February 22, 2024, CBI sold 2,025 shares of Common Stock at a weighted average price of $4.1000 in open market transactions.⁶

On February 23, 2024, CBI sold 400 shares of Common Stock at a weighted average price of $4.1000 in open market transactions.⁷

On February 27, 2024, CBI sold 4,000 shares of Common Stock at a weighted average price of $4.1000 in open market transactions.⁸

On March 1, 2024, CBI sold 67 shares of Common Stock at a weighted average price of $4.1500 in open market transactions.⁹

³	The shares were sold in multiple transactions ranging from $4.50 to $4.46, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

⁴	The shares were sold in multiple transactions ranging from $4.10 to $4.10, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

⁵	The shares were sold in multiple transactions ranging from $4.10 to $4.10, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

⁶	The shares were sold in multiple transactions ranging from $4.10 to $4.10, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

⁷	The shares were sold in multiple transactions ranging from $4.10 to $4.10, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

⁸	The shares were sold in multiple transactions ranging from $4.10 to $4.10, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

⁹	The shares were sold in multiple transactions ranging from $4.15 to $4.15, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

On March 5, 2024, CBI sold 2,289 shares of Common Stock at a weighted average price of $4.1000 in open market transactions.¹⁰

On March 6, 2024, CBI sold 3,000 shares of Common Stock at a weighted average price of $4.1500 in open market transactions.¹¹

On March 7, 2024, CBI sold 5,000 shares of Common Stock at a weighted average price of $4.3500 in open market transactions.¹²

On March 8, 2024, CBI sold 5,000 shares of Common Stock at a weighted average price of $4.5000 in open market transactions.¹³

On March 11, 2024, CBI sold 1,481 shares of Common Stock at a weighted average price of $5.4326 in open market transactions.¹⁴

On March 12, 2024, CBI sold 5,000 shares of Common Stock at a weighted average price of $5.4529 in open market transactions.¹⁵

On March 13, 2024, CBI sold 2,209 shares of Common Stock at a weighted average price of $5.4027 in open market transactions.¹⁶

On March 15, 2024, CBI sold 41 shares of Common Stock at a weighted average price of $5.4000 in open market transactions.¹⁷

¹⁰	The shares were sold in multiple transactions ranging from $4.10 to $4.10, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

¹¹	The shares were sold in multiple transactions ranging from $4.15 to $4.15, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

¹²	The shares were sold in multiple transactions ranging from $4.35 to $4.35, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

¹³	The shares were sold in multiple transactions ranging from $4.50 to $4.50, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

¹⁴	The shares were sold in multiple transactions ranging from $5.49 to $5.41, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

¹⁵	The shares were sold in multiple transactions ranging from $5.56 to $5.40, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

¹⁶	The shares were sold in multiple transactions ranging from $5.42 to $5.40, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

¹⁷	The shares were sold in multiple transactions ranging from $5.40 to $5.40, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

On March 18, 2024, CBI sold 31,135 shares of Common Stock at a weighted average price of $6.1759 in open market transactions.¹⁸

On March 19, 2024, CBI sold 15,751 shares of Common Stock at a weighted average price of $6.5001 in open market transactions.¹⁹

Item 7

Materials to Be Filed as Exhibits


Exhibit		Description

99.7		Joint Filing Agreement, dated as of March 20, 2024.

¹⁸	The shares were sold in multiple transactions ranging from $6.40 to $6.00, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

¹⁹	The shares were sold in multiple transactions ranging from $6.51 to $6.50, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 20, 2024


ACCESS INDUSTRIES HOLDINGS LLC						By: Access Industries Management, LLC, its Manager

						/s/ Alejandro Moreno
						Name: Alejandro Moreno
						Title: Executive Vice President

ACCESS INDUSTRIES MANAGEMENT, LLC						/s/ Alejandro Moreno
						Name: Alejandro Moreno
						Title: Executive Vice President

ACCESS INDUSTRIES, LLC						By: Access Industries Management, LLC, its Manager

						/s/ Alejandro Moreno
						Name: Alejandro Moreno
						Title: Executive Vice President

CLAL INDUSTRIES LTD.						/s/ Nufar Malovani
						Name: Nufar Malovani
						Title: Deputy CEO and General Counsel

						/s/ Alon Heller
						Name: Alon Heller
						Title: Vice President

CLAL BIOTECHNOLOGY INDUSTRIES LTD.						/s/ Liat Nissan
						Name: Liat Nissan
						Title: Vice President – Finance

						/s/ Nufar Malovani
						Name: Nufar Malovani
						Title: Director

						*
						Name: Len Blavatnik

*	The undersigned, by signing his name hereto, executes this Amendment No. 3 to Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.



By:		/s/ Alejandro Moreno
		Name: Alejandro Moreno
		Attorney-in-Fact

NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

0 shares

SHARED VOTING POWER

599,197 shares

SOLE DISPOSITIVE POWER

0 shares

SHARED DISPOSITIVE POWER

599,197 shares