Amendment: SEC Form SC 13D/A filed by Elicio Therapeutics Inc.

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, par value $0.01 per share

(Title of Class of Securities)

28657F103

(CUSIP Number)

GKCC, LLC

501 Silverside Road, Suite 87AVA

Wilmington, DE 19809

(302) 992-8882

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

June 28, 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 §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS
	Yekaterina Chudnovsky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER
			2,152,767(1)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			2,152,767(1)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,152,767
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.99%(2)
14	TYPE OF REPORTING PERSON
	IN

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented as follows:

On June 28, 2024, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with JonesTrading Institutional Services LLC, as the representative of the several underwriters named in Schedule I thereto, relating to an underwritten offering (the “Offering”). In connection with the Offering, on July 1, 2024, the Issuer issued to Ms. Chudnovsky pre-funded warrants to purchase up to 1,600,000 shares of the Issuer’s Common Stock (the “July 2024 Pre-Funded Warrants”) and common warrants to purchase up to 1,600,000 shares of the Issuer’s Common Stock (the “Common Warrants,” and together with the July 2024 Pre-Funded Warrants and the Pre-Funded Warrants, the “Warrants”). Each July 2024 Pre-Funded Warrant and accompanying Common Warrant were sold together at a combined offering price of $4.99 per July 2024 Pre-Funded Warrant and accompanying Common Warrant.

The foregoing description of the Underwriting Agreement, July 2024 Pre-Funded Warrants and the Common Warrants is qualified in its entirety by reference to the full text of the Underwriting Agreement, Form of July 2024 Pre-Funded Warrant and the Form of Common Warrant, copies of which are filed as Exhibits 1 through 3 to this Schedule 13D and incorporated herein by reference.

Item 4. Purpose of the Transaction

Item 4 is hereby amended and supplemented as follows:

The response to Item 3 of this Schedule 13D is incorporated by reference herein.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and supplemented as follows:

(a, b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. As of the date of this Schedule 13D, Ms. Chudnovsky may be deemed to beneficially own, in the aggregate, 2,152,767 shares of Common Stock, which represents approximately 19.99% of the shares of Common Stock outstanding.

Ms. Chudnovsky’s beneficial ownership consists of (i) an option to purchase up to 4,525 shares of Common Stock, twenty five percent (25%) of which vested on the one-year anniversary of December 6, 2022, with the remaining options vesting in equal monthly installments over a two-year period thereafter, (ii) 1,915,639 shares of Common Stock held directly by GKCC, LLC and (iii) 232,603 shares of Common Stock underlying Warrants exercisable within 60 days. Not included are 4,000,099 shares of Common Stock underlying the Warrants that are not presently convertible into Common Stock due to a 19.99% beneficial ownership limitation.

The foregoing beneficial ownership percentages are based on (i) a total of 10,769,221 shares of Common Stock outstanding as of July 1, 2024, as provided by the Issuer, and (ii) for purposes of calculating Ms. Chudnovsky’s beneficial ownership percentage, 4,525 shares of Common Stock, twenty five percent (25%) of which vested on the one-year anniversary of December 6, 2022, with the remaining options vesting in equal monthly installments over a two-year period thereafter.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

The response to Item 3 of this Schedule 13D is incorporated by reference herein.

Item 7. Material to be Filed as Exhibits.

SIGNATURE

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