SEC Comment Letter 0000000000-24-003869 to Elicio Therapeutics, Inc. (ELTX) (CIK 0001601485) (ELTX)
Elicio Therapeutics, Inc. (ELTX) (CIK 0001601485)
Date: April 10, 2024 · CIK: 0001601485 · Accession: 0000000000-24-003869
AI Filing Summary & Sentiment
File numbers found in text: 333-278373
Letter
United States securities and exchange commission logo April 10, 2024 Robert Connelly President & Chief Executive Officer Elicio Therapeutics, Inc. 451 D Street 5th Floor Boston, MA 02210 Re:Elicio Therapeutics, Inc. Registration Statement on Form S-3 Filed March 29, 2024 File No. 333-278373 Dear Robert Connelly: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 filed March 29, 2024 General 1.We note that on June 1, 2023, Angion Biomedica Corp. completed its merger with Elicio Therapeutics, Inc. Based on your public filings, we also note that the business of the combined company is the business of Elicio. We further note that Angion suspended its clinical development activities in July 2022 (prior to the merger), Angion was entitled to dispose of all of its assets in existence on the date of the merger agreement to one or more third parties prior to or substantially concurrently with the closing of the merger, and the assets Elicio acquired from Angion consisted largely of cash and cash equivalents, with any remaining in-process research and development assets being “de minimis.” Given these circumstances, please tell us your basis for registering this transaction on Form S-3. Refer to the definition of shell company in Securities Act Rule 405. Refer also to footnote 943 in the “Shell Company Business Combinations and the Securities Act of 1933”
FirstName LastNameRobert Connelly Comapany NameElicio Therapeutics, Inc. April 10, 2024 Page 2 FirstName LastName Robert Connelly Elicio Therapeutics, Inc. April 10, 2024 Page 2 section of Securities Act Release No. 33-11265 (Jan. 24, 2024), as well as Question 115.18 of the Securities Act Forms Compliance and Disclosure Interpretations, available on our website. Alternatively, please amend your registration statement to register the proposed transaction on Form S-1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jessica Dickerson at 202-551-8013 or Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Daniel Bagliebter, Esq.
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United States securities and exchange commission logo
April 10, 2024
Robert Connelly
President & Chief Executive Officer
Elicio Therapeutics, Inc.
451 D Street
5th Floor
Boston, MA 02210
Re:Elicio Therapeutics, Inc.
Registration Statement on Form S-3
Filed March 29, 2024
File No. 333-278373
Dear Robert Connelly:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed March 29, 2024
General
1.We note that on June 1, 2023, Angion Biomedica Corp. completed its merger with Elicio
Therapeutics, Inc. Based on your public filings, we also note that the business of the
combined company is the business of Elicio. We further note that Angion suspended its
clinical development activities in July 2022 (prior to the merger), Angion was entitled to
dispose of all of its assets in existence on the date of the merger agreement to one or more
third parties prior to or substantially concurrently with the closing of the merger, and the
assets Elicio acquired from Angion consisted largely of cash and cash equivalents, with
any remaining in-process research and development assets being “de minimis.” Given
these circumstances, please tell us your basis for registering this transaction on Form S-3.
Refer to the definition of shell company in Securities Act Rule 405. Refer also to footnote
943 in the “Shell Company Business Combinations and the Securities Act of 1933”
FirstName LastNameRobert Connelly
Comapany NameElicio Therapeutics, Inc.
April 10, 2024 Page 2
FirstName LastName
Robert Connelly
Elicio Therapeutics, Inc.
April 10, 2024
Page 2
section of Securities Act Release No. 33-11265 (Jan. 24, 2024), as well as Question
115.18 of the Securities Act Forms Compliance and Disclosure Interpretations, available
on our website. Alternatively, please amend your registration statement to register the
proposed transaction on Form S-1.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jessica Dickerson at 202-551-8013 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Daniel Bagliebter, Esq.