angn-20250630

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 June 30, 2025


☐			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 August 5, 2025 was 16,338,284.


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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)			9
Notes to Unaudited Interim Condensed Consolidated Financial Statements			10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			23
Item 3. Quantitative and Qualitative Disclosures			31
Item 4. Controls and Procedures			31
PART II OTHER INFORMATION
Item 1. Legal Proceedings			33
Item 1A. Risk Factors			34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			35
Item 3. Defaults Upon Senior Securities			35
Item 4. Mine Safety Disclosures			35
Item 5. Other Information			35
Item 6. Exhibits			36
Signatures			37

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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 cancer;

•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, and marketing capabilities and strategy;

•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 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 governmental 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;

•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;

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•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 our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”) filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2025, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 13, 2025, 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 assumptions only as of the date of this Quarterly Report on Form 10-Q. 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)


	June 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	22,088	$	17,618
Restricted cash, current	—		1,178
Prepaid expenses and other current assets	510		1,897
Total current assets	22,598		20,693
Property and equipment, net	377		483
Operating lease, right-of-use assets	5,253		5,706
Restricted cash, noncurrent	700		696
Other long-term prepaid assets	600		600
Total assets	$	29,528	$	28,178
Liabilities and stockholders’ equity (deficit)
Current liabilities
Accounts payable	$	3,865	$	1,038
Accrued expenses	5,106		8,415


Deferred research obligation	—		1,169
Operating lease liability, current	952		901

Total current liabilities	9,923		11,523
Warrant liabilities	3,821		2,828
Operating lease liability, noncurrent	4,613		5,105
Long-term debt, net of debt discount and debt issuance costs	9,337		20,034
Total liabilities	27,694		39,490
Commitments and contingencies - Note 9
Stockholders' equity (deficit):
Common stock, $0.01 par value per share; 300,000,000 shares authorized; 16,277,387 shares and 11,043,837 shares issued at June 30, 2025 and December 31, 2024, respectively; 16,262,932 and 11,029,382 outstanding as of June 30, 2025 and December 31, 2024, respectively	163		110
Treasury stock, at cost, 14,455 shares outstanding	(150)		(150)
Additional paid-in capital	217,762		183,004
Accumulated other comprehensive loss	(70)		(175)
Accumulated deficit	(215,871)		(194,101)
Total stockholders' equity (deficit)	1,834		(11,312)
Total liabilities and stockholders' equity (deficit)	$	29,528	$	28,178

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 June 30,				Six Months Ended June 30,
	2025		2024		2025		2024




Operating expenses:


Research and development	$	7,006	$	8,180	$	14,784	$	15,739
General and administrative	3,085		2,744		6,043		5,426
Total operating expenses	10,091		10,924		20,827		21,165
Loss from operations	(10,091)		(10,924)		(20,827)		(21,165)
Other (expense) income
Change in fair value of warrant liabilities	(859)		3,616		(1,366)		2,338
Loss on issuance of pre-funded warrants	—		—		—		(578)

Gain on sale of equipment	—		—		—		3
Foreign exchange transaction (loss) gain	—		(9)		—		144
Grant income	415		—		415		—
Interest income	168		137		378		287
Interest expense	(194)		(49)		(370)		(85)
Total other (expense) income, net	(470)		3,695		(943)		2,109
Net loss	(10,561)		(7,229)		(21,770)		(19,056)
Other comprehensive income (loss):
Foreign currency translation adjustment	74		32		105		(41)
Comprehensive loss	$	(10,487)	$	(7,197)	$	(21,665)	$	(19,097)
Net loss per common share, basic and diluted	$	(0.66)	$	(0.64)	$	(1.50)	$	(1.77)
Weighted average common shares and pre-funded warrants outstanding, basic and diluted	16,059,423		11,284,853		14,513,586		10,779,389

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)


	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, 2024		11,043,837	$	110	(14,455)	$	(150)		$	183,004	$	(175)	$	(194,101)	$	(11,312)
Issuance of common stock from At-the-Market offering		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 fees 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
Issuance of common stock upon exercise of stock options		12,499	—		—	—			50		—		—		50
Issuance of common warrants associated with June 2025 Promissory Note		—	—		—	—			641		—		—		641
Issuance of common stock from At-the-Market offering, net of issuance costs of $0.1 million		281,697	3		—	—			2,013		—		—		2,016
Stock-based compensation		—	—		—	—			710		—		—		710
Foreign currency translation adjustment		—	—		—	—			—		74		—		74
Net loss		—	—		—	—			—		—		(10,561)		(10,561)
Balance as of June 30, 2025		16,277,387	$	163	(14,455)	$	(150)		$	217,762	$	(70)	$	(215,871)	$	1,834

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	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, 2023		9,603,723	$	96	(14,455)	$	(150)		$	153,827	$	(197)	$	(142,203)	$	11,373
Issuance of common stock from At-the-Market offering, net of issuance costs of $0.1 million		615,363	6		—	—			5,056		—		—		5,062
Issuance of common stock upon settlement of restricted stock		903	—		—	—			11		—		—		11
Stock-based compensation		—	—		—	—			324		—		—		324
Foreign currency translation adjustment		—	—		—	—			—		(73)		—		(73)
Net loss		—	—		—	—			—		—		(11,827)		(11,827)
Balance as of March 31, 2024		10,219,989	102		(14,455)	(150)			159,218		(270)		(154,030)		4,870
Exercise of stock options		3,391	—		—	—			13		—		—		13
Issuance of common stock upon settlement of restricted stock units		677	—		—	—			9		—		—		9
Issuance of common stock from At-the-Market offering		34,816	1		—	—			302		—		—		303
Stock-based compensation		—	—		—	—			350		—		—		350
Foreign currency translation adjustment		—	—		—	—			—		32		—		32
Net loss		—	—		—	—			—		—		(7,229)		(7,229)
Balance as of June 30, 2024		10,258,873	$	103	(14,455)	$	(150)		$	159,892	$	(238)	$	(161,259)	$	(1,652)

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)


	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities
Net loss	$	(21,770)	$	(19,056)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	106		162
Amortization of right-of-use assets, operating leases	453		421
Non-cash interest expense	219		—
Amortization of debt discount	35		—
Change in fair value of warrant liabilities	1,366		(2,338)

Stock-based compensation

SEC Form 10-Q filed by Elicio Therapeutics Inc.