Elicio Therapeutics, Inc. (Nasdaq: ELTX, “Elicio Therapeutics” or
“Elicio”), a clinical-stage biotechnology company developing a
pipeline of novel immunotherapies for the treatment of cancer,
announced today that it entered into a securities purchase
agreement dated August 12, 2024, pursuant to which Elicio has sold
and issued a principal amount of $20.0 million in the form of a
3.0% Senior Secured Convertible Promissory Note due February 15,
2026 (the “Convertible Note”) in a private placement in reliance on
the exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”). The
purchaser of the Convertible Note was GKCC, LLC, an entity
controlled by a member of Elicio’s Board of Directors (the
“Purchaser”).
The Convertible Note will be a senior, secured
obligation of Elicio and its affiliates, and interest will accrue
and be payable quarterly in cash on the principal amount equal to
3% per annum, with an initial interest payment date of June 30,
2025. The Convertible Note will mature on February 15, 2026 (the
“Maturity Date”), unless earlier converted in accordance with the
terms of the Convertible Note.
The Convertible Note will be convertible into
shares of Elicio’s common stock (the “Common Stock”), at the option
of the Purchaser at any time prior to the Maturity Date. The
initial conversion price is $5.81 per share of the Common Stock,
which is equal to approximately 135% of the closing price of
Elicio’s common stock on August 9, 2024.
Jones acted as financial advisor for Elicio for the private
placement.
Elicio intends to use the net proceeds from the
sale of the Convertible Note for working capital and general
corporate purposes.
In addition, Elicio granted the Purchaser certain customary
registration rights with respect to the shares of Common Stock
issuable upon conversion of the Convertible Note. For a full
description of the foregoing transactions and agreements related
thereto, see the Form 8-K filed by Elicio with the Securities and
Exchange Commission (the “SEC”) on or about the date hereof.
The offer and sale of the Convertible Note and
the shares of Common Stock issuable upon conversion of the
Convertible Note, if any, have not been registered under the
Securities Act or the securities laws of any other jurisdiction,
and the Convertible Note and any such shares may not be offered or
sold absent registration or an applicable exemption from such
registration requirements.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy any securities,
including the Convertible Note or Elicio common stock, nor shall
there be any sale of securities in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
About Elicio Therapeutics,
Inc.Elicio Therapeutics, Inc. (Nasdaq: ELTX) is a
clinical-stage biotechnology company advancing a pipeline of novel
lymph node-targeted immunotherapies for the treatment of some of
the most aggressive cancers. By combining expertise in immunology
and immunotherapy, Elicio is harnessing the natural power of the
immune system with the AMP technology, which allows for therapeutic
payloads to be delivered directly to the lymph nodes, with the goal
of enhancing the immune system’s cancer-fighting capabilities. By
targeting cancer immunotherapies to the core of the immune
response, AMP aims to optimize the lymph nodes’ natural ability to
educate, activate and amplify cancer-specific T cells, which are
essential for recognizing and eliminating tumor cells. Engineered
to synchronize immunity in these highly potent sites, AMP is built
to enhance the magnitude, potency, quality and durability of the
immune response to drive antitumor activity. Elicio’s R&D
pipeline includes off-the-shelf therapeutic cancer vaccines
ELI-002, (targeting mKRAS-driven cancers) as well as ELI-007 and
ELI-008 (targeting BRAF-driven cancers and p53 hotspot mutations,
respectively). For more information, please visit
www.elicio.com.
Cautionary Note on Forward-Looking
Statements
Certain statements contained in this
communication regarding matters that are not historical facts, are
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, known as the PSLRA. No
forward-looking statement can be guaranteed, and actual results may
differ materially from those projected. Elicio undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except to the extent required by law. Elicio uses words 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 similar
expressions to identify these forward-looking statements that are
intended to be covered by the safe-harbor provisions of the PSLRA.
Such forward-looking statements include statements regarding, among
other things, the intended use of proceeds from the offering of
Elicio’s securities. Such forward-looking statements are based on
Elicio’s expectations and involve risks and uncertainties;
consequently, actual results may differ materially from those
expressed or implied in the statements due to a number of
factors.
New factors emerge from time to time, and it is
not possible for Elicio to predict all such factors, nor can Elicio
assess the impact of each such factor on the business or the extent
to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any
forward-looking statements. These risks are more fully discussed in
Elicio’s Annual Report on Form 10-K filed with the SEC on March 29,
2024, as amended on April 29, 2024, under the heading “Risk
Factors,” and any subsequent reports and other documents filed from
time to time with the SEC. Forward-looking statements included in
this release are based on information available to Elicio as of the
date of this release. Elicio does not undertake any obligation to
update such forward-looking statements to reflect events or
circumstances after the date of this release, except to the extent
required by law.
Investor Relations ContactBrian PiekosElicio
TherapeuticsIR@elicio.com857-209-0153
Elicio Therapeutics (NASDAQ:ELTX)
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