Correspondence 0001140361-24-028584 from Elicio Therapeutics, Inc. (ELTX) (CIK 0001601485) (ELTX)
Elicio Therapeutics, Inc. (ELTX) (CIK 0001601485)
Date: June 3, 2024 · CIK: 0001601485 · Accession: 0001140361-24-028584
AI Filing Summary & Sentiment
File numbers found in text: 333-278373
Referenced dates: April 10, 2024
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CORRESP
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filename1.htm
919 Third Avenue
New York, NY 10022
212 935 3000
mintz.com
June 3, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E. Washington, D.C. 20549
Attention: Jessica Dickerson and Laura Crotty, Office of Life Sciences
Re:
Elicio Therapeutics, Inc.
Registration Statement on Form S-3
Filed March 29, 2024
File No. 333-278373
Ladies and Gentlemen:
We are submitting this letter on behalf of Elicio Therapeutics, Inc. (the “Company”) in response to a comment from the staff (the “Staff”) of
the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated April 10, 2024 (the “Comment Letter”) from the Division of Corporation Finance,
Office of Life Sciences, to Robert Connelly, President and Chief Executive Officer of the Company, relating to the above-referenced registration statement. In conjunction with this letter, the Company is filing its Pre-Effective Amendment No. 1 to
its registration statement on Form S-3.
For reference, we have set forth below in italics the Staff’s comment from the Comment Letter and have keyed the Company’s response to the numbering of the comment and the heading used in the Comment Letter. The response
is based on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company.
Registration Statement on Form S-3
General
Comment 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” 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.
BOSTON LOS ANGELES MIAMI NEW YORK SAN DIEGO SAN FRANCISCO TORONTO WASHINGTON
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
MINTZ
June 3, 2024
Page 2
Response 1:
The Company acknowledges your comment and has filed its Pre-Effective Amendment No. 1 to its registration statement on Form S-3 on June 3, 2024, which is 12 calendar months following the business
combination between Angion Biomedica Corp. and the Company (the “Business Combination”). During such 12-calendar month-period following the Business Combination, the Company complied with its reporting
obligations pursuant to the Securities and Exchange Act of 1934, as amended, in order to satisfy General Instruction I.A.3 of Form S-3.
We hope that the above response will be acceptable to the Staff. Please do not hesitate to call me at (212) 692-6856 with any comments or questions regarding the proposed disclosure. We thank you
for your time and attention.
Sincerely,
/s/ Dan Bagliebter
Dan Bagliebter
cc:
Elicio Therapeutics, Inc.
Robert Connelly
Megan Filoon
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
William C. Hicks