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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 March 31, 2026


☐			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 May 8, 2026 was 19,086,081.


TABLE OF CONTENTS

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)			8
Notes to Unaudited Interim Condensed Consolidated Financial Statements			9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosures			27
Item 4. Controls and Procedures			28
PART II OTHER INFORMATION
Item 1. Legal Proceedings			29
Item 1A. Risk Factors			30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			30
Item 3. Defaults Upon Senior Securities			30
Item 4. Mine Safety Disclosures			30
Item 5. Other Information			30
Item 6. Exhibits			31
Signatures			32

Table of Contents

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 oncology and other disease areas;

•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, marketing capabilities, strategy and associated timelines;

•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 Palestine and 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 government 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;

Table of Contents

•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;

•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 the sections titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2026, as may be updated or supplemented in subsequent filings with the SEC, 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 are based on assumptions as of the date they were made. 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.

Table of Contents

Part I FINANCIAL INFORMATION

Item 1. Financial Statements

ELICIO THERAPEUTICS, INC.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)


	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	14,948	$	18,563

Prepaid expenses and other current assets	1,252		748
Total current assets	16,200		19,311
Property and equipment, net	249		295
Operating lease, right-of-use assets	4,539		4,782
Restricted cash, noncurrent	706		704
Other long-term prepaid assets	995		770
Total assets	$	22,689	$	25,862
Liabilities and stockholders’ (deficit) equity
Current liabilities
Accounts payable	$	272	$	672
Accrued expenses	5,915		6,427



Operating lease liability, current	1,042		1,011

Total current liabilities	7,229		8,110
Warrant liabilities	3,599		2,615
Operating lease liability, noncurrent	3,823		4,094
Long-term debt, net	9,475		9,407
Total liabilities	24,126		24,226
Commitments and contingencies - Note 9
Stockholders' (deficit) equity:
Common stock, $0.01 par value per share; 300,000,000 shares authorized; 18,654,350 shares and 17,814,762 shares issued at March 31, 2026 and December 31, 2025, respectively; 18,639,895 and 17,800,307 outstanding as of March 31, 2026 and December 31, 2025, respectively	186		178
Treasury stock, at cost, 14,455 shares outstanding	(150)		(150)
Additional paid-in capital	244,144		235,407
Accumulated other comprehensive loss	(122)		(127)
Accumulated deficit	(245,495)		(233,672)
Total stockholders' (deficit) equity	(1,437)		1,636
Total liabilities and stockholders'(deficit) equity	$	22,689	$	25,862

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 March 31,
	2026		2025




Operating expenses:


Research and development	$	6,757	$	7,778
General and administrative	3,845		2,958
Total operating expenses	10,602		10,736
Loss from operations	(10,602)		(10,736)
Other (expense) income
Change in fair value of warrant liabilities	(984)		(507)



Foreign exchange transaction gain	13		—

Interest income	157		210
Interest expense	(407)		(176)
Total other expense, net	(1,221)		(473)
Net loss	(11,823)		(11,209)
Other comprehensive income:
Foreign currency translation adjustment	5		31
Comprehensive loss	$	(11,818)	$	(11,178)
Net loss per common share, basic and diluted	$	(0.65)	$	(0.87)
Weighted average common shares and pre-funded warrants outstanding, basic and diluted	18,211,745		12,950,574

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)

For the Three Months Ended March 31, 2026


	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, 2025		17,814,762	$	178	(14,455)	$	(150)		$	235,407	$	(127)	$	(233,672)	$	1,636
Issuance of common stock from at-the-market offering, net of issuance costs of $0.2 million		819,157	8		—	—			7,769		—		—		7,777
Issuance of common stock upon exercise of options		20,431	—		—	—			100		—		—		100
Stock-based compensation		—	—		—	—			868		—		—		868
Foreign currency translation adjustment		—	—		—	—			—		5		—		5
Net loss		—	—		—	—			—		—		(11,823)		(11,823)
Balance as of March 31, 2026		18,654,350	$	186	(14,455)	$	(150)		$	244,144	$	(122)	$	(245,495)	$	(1,437)

For the Three Months Ended March 31, 2025


	Common Stock		Treasury Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' (Deficit) Equity
		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, net of issuance costs of $0 million		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 issuance costs 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

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)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities
Net loss	$	(11,823)	$	(11,209)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	46		53
Amortization of right-of-use assets, operating leases	243		225
Non-cash interest expense	—		107
Amortization of debt discount	68		35

Change in fair value of warrant liabilities	984		507

Stock-based compensation	868		517


Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(504)		(4)
Other long-term prepaid assets	(225)		—
Accounts payable	(460)		2,999
Accrued expenses	(602)		(2,645)
Deferred research obligation	—		(489)
Operating lease liabilities	(240)		(215)

Net cash used in operating activities	(11,645)		(10,119)





Cash flows from financing activities

Proceeds from issuance of common stock from at-the-market offerings, net of issuance costs	7,988		835
Payment of offering costs for the issuance of common stock from at-the-market offering	(61)		—
Proceeds from the exercise of common warrants	—		343
Proceeds from issuance of common stock and common warrants from the January 2025 Offering	—		9,143
Proceeds from the exercise of stock options	100		7
Net cash provided by financing activities	8,027		10,328
Effect of foreign currency on cash and cash equivalents	5		31
Net (decrease) increase in cash and cash equivalents	(3,613)		240
Cash, cash equivalents and restricted cash at the beginning of the period	19,267		19,492
Cash, cash equivalents, and restricted cash at the end of the period	$	15,654	$	19,732

Components of cash and cash equivalents, and restricted cash
Cash and cash equivalents	$	14,948	$	18,351
Restricted cash	706		1,381
Total cash, cash equivalents and restricted cash	$	15,654	$	19,732

Supplemental disclosure of noncash investing and financing activities:

At-the-market offering costs incurred but not paid included in accrued expenses and accounts payable	$	150	$	—
Fair value of common stock warrants upon settlement	$	—	$	373


Conversion of Convertible Note and interest into equity	$	—	$	20,034

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

Note 1—Description of the Business and Financial Condition

Elicio Therapeutics, Inc. (“Elicio” or the “Company”) is a clinical-stage biotechnology company advancing novel immunotherapies for the treatment of cancer, including mutant Kirsten rat sarcoma viral oncogene homolog (“mKRAS”)-positive pancreatic cancer, colorectal cancer, lung cancer and other mKRAS positive cancers. Elicio and its wholly-owned subsidiaries, Elicio Securities Corporation (“ESC”), an investment company, Elicio Operating Company, Inc. (“Former Elicio”), and Elicio Australia Pty Ltd. (“Elicio Pty”), an Australian subsidiary established for the purposes of qualifying for research credits for studies conducted in Australia, are collectively referred to as “Elicio” throughout these unaudited interim condensed consolidated financial statements.

Liquidity and Going Concern

The Company has experienced net losses and negative cash flows from operating activities since inception. As of March 31, 2026, the Company had an accumulated deficit of $245.5 million. The Company expects that its operating losses and negative operating cash flows will continue for the foreseeable future as the Company continues to develop its product candidates. The Company’s sources of liquidity are described below.

At-The-Market Equity Programs

In June 2024, the Company filed a registration statement on Form S-3 (the “2024 Registration Statement”) with the SEC that registered the offering, issuance, and sale of an amount of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock and/or debt securities, and/or units consisting of any combination of such securities, not to exceed an aggregate initial offering price of $200 million. Simultaneously, the Company entered into the Capital on DemandTM Sales Agreement with JonesTrading Institutional Services LLC (“Jones”), as agent, to provide for the issuance and sale of up to $40 million of shares of common stock from time to time in “at-the-market” offerings under the 2024 Registration Statement and related prospectus filed with the 2024 Registration Statement (the “2024 ATM Program”). During the year ended December 31, 2025, the Company issued and sold 1,717,507 shares of common stock at a weighted average price of $9.46 per share under the 2024 ATM Program for net proceeds of approximately $16.2 million after deducting sales commissions. During the three months ended March 31, 2026, the Company issued and sold 699,678 shares of common stock at a weighted average price of $9.52 per share for net proceeds of approximately $6.7 million after deducting sales commissions under the 2024 ATM Program. In March 2026, the Company terminated the 2024 ATM Program and was not subject to any penalties related to the termination.

In February 2026, the Company filed a registration statement on Form S-3 (the “2026 Registration Statement”) with the SEC, as subsequently amended in March 2026, that registered the offering, issuance, and sale of an amount of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock and/or debt securities, and/or units consisting of any combination of such securities, not to exceed an aggregate initial offering price of $400 million. In March 2026, the Company entered into the At Market Issuance Sales Agreement with B. Riley Securities, Inc. (“B. Riley Securities”), Jones, and Ladenburg Thalmann & Co. Inc. (“Ladenburg Thalmann”), (each an “Agent” and collectively, the “Agents”), under which the Company may issue and sell, from time to time at its sole discretion, up to $100 million of shares of common stock in “at-the-market” offerings through the Agents under the 2026 Registration Statement and related prospectus filed with the 2026 Registration Statement (the “2026 ATM Program” and, collectively with the 2024 ATM Program, the “ATM Programs”). During the three months ended March 31, 2026, the Company issued and sold 119,479 shares of common stock at a weighted average price of $11.42 per share for net proceeds of approximately $1.3 million after deducting sales commissions under the 2026 ATM Program. The Company incurred offering costs of $0.2 million related to the initial setup of the 2026 ATM Program, of which $0.2 million remained unpaid and was included in accounts payable and accrued expenses as of March 31, 2026, bringing the aggregate net proceeds for the 2026 ATM Program to approximately $1.1 million for the three months ended March 31, 2026.

During the three months ended March 31, 2026, the Company issued and sold 819,157 shares of common stock at a weighted average price of $9.80 per share for aggregate net proceeds of $8.0 million after deducting sales commissions and $7.8 million after deducting offering costs under the ATM Programs.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

January 2025 Offering

In January 2025, the Company entered into a securities purchase agreement with certain institutional investors (each an “Investor” and, collectively, the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by Elicio directly to the Investors (the “January 2025 Offering”): (i) an aggregate of 1,261,830 shares of common stock (the “January 2025 Shares”) and (ii) common warrants to purchase up to an aggregate of 1,261,830 shares of common stock (the “January 2025 Common Warrants”). Each January 2025 Share and accompanying January 2025 Common Warrant were sold together at a combined offering price of $7.925. The January 2025 Common Warrants have an exercise price of $7.80 per share, are immediately exercisable and will expire five years from the issuance date. The January 2025 Offering resulted in net proceeds of approximately $9.2 million after deducting the placement agent’s fees and related offering expenses.

Senior Secured Promissory Note Financing

In June 2025, the Company entered into a note purchase agreement (the “June 2025 Promissory Note Financing”) with GKCC, LLC (“GKCC”), an entity controlled by a member of Elicio’s board of directors, pursuant to which the Company issued a Senior Secured Promissory Note due June 3, 2028 (the “June 2025 Promissory Note”) in the principal amount of $10.0 million. In connection with the June 2025 Promissory Note Financing, the Company issued to GKCC a warrant to purchase an aggregate of 103,225 shares of common stock (the “June 2025 Warrant”). The June 2025 Warrant has an exercise price of $7.75 per share, is immediately exercisable, and expires five years from the date of issuance. The Company received net proceeds of approximately $9.9 million from the June 2025 Promissory Note Financing, after deducting debt issuance costs. Refer to Note 8 and 11 for additional information.

As of March 31, 2026, the Company had $14.9 million in cash and cash equivalents. The Company’s losses from operations, negative operating cash flows and accumulated deficit, as well as the additional capital needed to fund operations for at least twelve months following the issuance of the condensed consolidated financial statements, raise substantial doubt about the Company’s ability to continue as a going concern. The Company expects to incur substantial expenditures in the foreseeable future for the development of its product candidates and will require additional financing to continue this development. The Company plans to address this condition through the sale of Company common stock or other securities in public offerings and/or private placements, debt financings, or through other capital sources, including licensing arrangements, partnerships and collaborations with other companies or other strategic transactions, but there is no assurance these plans will be completed successfully or at all. If the Company is unable to obtain additional capital when and as needed to continue as a going concern, it may need to further reduce or scale back its operations and/or liquidate its assets, and the values it receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in its financial statements.

The accompanying condensed consolidated financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Any references in these notes to applicable guidance are meant to refer to U.S. GAAP as found in Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”).

The condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries, Elicio Pty, ESC, and Former Elicio. All significant intercompany balances and transactions have been eliminated. These interim financial statements are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for the fair statement of such interim financial statements. The December 31, 2025 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s most recent Annual Report on Form 10-K.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

Recently Adopted Accounting Standards During the Period

In November 2024, the FASB issued ASU No. 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”). This new guidance clarifies the accounting treatment of whether the settlement of convertible debt should be accounted for as an induced conversion or extinguishment of convertible debt. This guidance is effective for annual reporting periods beginning after December 15, 2025. The Company adopted ASU 2024-04 on a prospective basis on January 1, 2026. The Company’s adoption of ASU 2024-04 did not have a material impact on its condensed consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 requires enhanced disclosures of disaggregated income statement expenses. Disclosure within the notes to the financial statements for each annual and interim period should include: employee compensation, depreciation, and intangible asset amortization, included in each relevant expense caption; certain amounts that are already required to be disclosed under current U.S. GAAP in the same disclosure as the other disaggregation requirement; a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. For public entities, the provisions within ASU 2024-03 (as further clarified through ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)) are effective for the first annual reporting period beginning after December 15, 2026 and for interim reporting periods after December 15, 2027. The provisions within ASU 2024-03 are required to be applied prospectively; however, such provisions may be applied retrospectively for all comparative periods following the effective date. The Company is currently evaluating the effect that adoption of ASU 2024-03 will have on its consolidated financial statements.

Note 3—Fair Value Measurements

The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis and their assigned levels within the fair value hierarchy (in thousands):


	March 31, 2026
	Level 1		Level 2		Level 3		Total
Money market funds(1)	$	6,296	$	—	$	—	$	6,296

Total assets	$	6,296	$	—	$	—	$	6,296

Warrant liabilities	$	—	$	3,596	$	3	$	3,599

Total liabilities	$	—	$	3,596	$	3	$	3,599


	December 31, 2025
	Level 1		Level 2		Level 3		Total
Money market funds(1)	$	6,245	$	—	$	—	$	6,245
Total assets	$	6,245	$	—	$	—	$	6,245

Warrant liabilities	$	—	$	2,614	$	1	$	2,615
Total liabilities	$	—	$	2,614	$	1	$	2,615

_________________

(1) Included in cash, cash equivalents, and restricted cash on the condensed consolidated balance sheets. This balance includes cash requirements settled on a nightly basis.

Cash equivalents at March 31, 2026 and December 31, 2025 were held in U.S. Treasury securities.

There were no transfers made among the three levels in the fair value hierarchy during the periods presented.

The fair value of the warrants assumed in the merger (the “Merger”) with Angion Biomedica Corp. (“Angion” and the warrants, the “Angion Warrants”) were classified as Level 3 with key Level 3 inputs of exercise price, term, and volatility. The following table presents a summary of changes in Level 3 in the fair value of the Company’s common stock warrant liability (in thousands):


	March 31, 2026		December 31, 2025
Balance, beginning of the period	$	1	$	1
Change in fair value	2		—
Balance, end of the period	$	3	$	1

Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with assets and liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

The fair value of the Angion Warrants issued by the Company has been estimated using the Black-Scholes option pricing model. The underlying equity included in Black-Scholes was valued based on the equity value implied from sales of preferred and common stock at each measurement date, as applicable. The fair value of the Angion Warrants was impacted by the model selected as well as assumptions surrounding unobservable inputs including the underlying equity value, expected volatility of the underlying equity, risk-free interest rate, and the expected term.

The fair value of the assumed Angion Warrant liabilities was estimated using the following assumptions:


	March 31, 2026			December 31, 2025
Weighted average strike price	$	76.00		$	76.00
Contractual term (years)	2.4			2.7
Volatility (annual)	76.8		%	67.6		%
Risk-free rate	4.0		%	3.8		%
Dividend yield (per share)	—		%	—		%

In July 2024, the Company closed an underwritten public offering (the “July 2024 Public Offering”), consisting of (i) 500,000 shares of common stock (the “July 2024 Shares”), (ii) pre-funded warrants exercisable for 1,800,000 shares of common stock (the “July 2024 Pre-Funded Warrants”), and (iii) common warrants to purchase up to 2,300,000 shares of common stock, (the “July 2024 Common Warrants”). The Company identified the July 2024 Common Warrants as liabilities and measured them at fair value on July 1, 2024, and subsequently remeasures the fair value of these warrant liabilities at each reporting period end. The Company is able to calculate the fair value measurement based on directly observable inputs from active markets, therefore these warrants are classified as Level 2. Each July 2024 Common Warrant is exercisable at an exercise price equal to $5.00 per share, subject to certain adjustments and limitations as provided under the terms of the July 2024 Common Warrants, are immediately exercisable, and will expire five years from the issuance date. At the Company’s annual stockholder’s meeting in November 2024, the Company obtained stockholder approval for GKCC, together with its affiliates, to exceed the 19.99% beneficial ownership limitation pursuant to the rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”) (“Stockholder Approval”). As a result of the Stockholder Approval, the July 2024 Common Warrants held by GKCC are equity classified while the remainder of the outstanding July 2024 Common Warrants are liability classified and are subsequently remeasured at each reporting period end. Refer to Note 8 for further discussion.

For the three months ended March 31, 2026 and 2025, the Company recognized a change in fair value of $1.0 million and $0.5 million, respectively, on the remeasurement of the liability-classified July 2024 Common Warrants.

The Company records the fair value remeasurement of the outstanding liability-classified warrants in change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss included in this Quarterly Report on Form 10-Q.

Note 4—Balance Sheet Components

Prepaid and Other Current Assets

Prepaid and other current assets consisted of the following (in thousands):

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)


	March 31, 2026		December 31, 2025
Prepaid research and development contract services	$	563	$	115
Advanced professional fees	319		193
Prepaid insurance	208		367
Other prepaid expenses and other current assets	162		73
Total prepaid and other current assets	$	1,252	$	748

Property and Equipment, Net

Property and equipment, net was comprised of the following (in thousands):


	March 31, 2026		December 31, 2025
Equipment	$	1,661	$	1,661
Furniture and fixtures	258		258
Leasehold improvements	132		132

Total property and equipment	2,051		2,051
Less: accumulated depreciation	(1,802)		(1,756)
Property and equipment, net	$	249	$	295

Depreciation expense for the three months ended March 31, 2026 was an immaterial amount. For the three months ended March 31, 2025, depreciation expense was $0.1 million.

Other long-term prepaid assets

Other long-term prepaid assets consisted of the advance payments for clinical trial services, totaling $1.0 million and $0.8 million for March 31, 2026 and December 31, 2025, respectively.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	March 31, 2026		December 31, 2025
Accrued professional fees	$	623	$	818
Accrued compensation and benefits	833		2,528
Accrued clinical trial and research and development costs	3,345		2,298
Accrued interest	1,080		741
Other accrued expenses	34		42
Total accrued expenses	$	5,915	$	6,427

Note 5 — Research Grants

In September 2022, Former Elicio entered into a grant agreement with the Gastro-Intestinal (“GI”) Research Foundation, a not-for-profit organization focused on supporting research to treat, cure, and prevent digestive diseases, for $2.8 million. The development efforts as defined in the first grant agreement were completed in the second quarter of 2023. In September 2023, the Company entered into a second grant agreement with the GI Research Foundation for $3.1 million. The development efforts as defined in the second agreement were completed in the third quarter of 2024. In August 2024, the Company entered into a third grant agreement with the GI Research Foundation for $1.5 million. The third grant agreement activities were completed in the second quarter of 2025.

The award money for the three grant agreements was recorded as contra-expense to offset the research and development costs incurred. For the three months ended March 31, 2025, the Company incurred $0.5 million in research and development expenses related to this project, of which $0.5 million was reimbursed from available grant funds. Following completion of the third grant agreement with GI Research Foundation during the second quarter of 2025, the remaining $0.4 million of the grant funds were recognized as grant income, as there were no further conditions to be met.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

Note 6—Common Stock and Stockholders' Equity

Authorized Shares

The Company's current Amended and Restated Certificate of Incorporation, as amended, authorizes 300,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share.

At-The-Market Equity Programs

During the three months ended March 31, 2025, the Company issued and sold 106,823 shares of common stock at a weighted average price of $7.82 per share under the 2024 ATM Program for net proceeds of approximately $0.8 million after deducting sales commissions. During the year ended December 31, 2025, the Company issued and sold 1,717,507 shares of common stock at a weighted average price of $9.46 per share under the 2024 ATM Program for net proceeds of approximately $16.2 million after deducting sales commissions.

During the three months ended March 31, 2026, the Company issued and sold 699,678 shares of common stock at a weighted average price of $9.52 per share under the 2024 ATM Program for net proceeds of approximately $6.7 million after deducting sales commissions. In March 2026, the 2024 ATM Program was terminated by the Company.

During the three months ended March 31, 2026, the Company issued and sold 119,479 shares of common stock at a weighted average price of $11.42 per share under the 2026 ATM Program for net proceeds of approximately $1.3 million after deducting sales commissions. The Company incurred offering costs of $0.2 million related to the initial setup of the 2026 ATM Program, of which $0.2 million remained unpaid and was included in accounts payable and accrued expenses as of March 31, 2026, bringing the aggregate net proceeds for the 2026 ATM Program to approximately $1.1 million for the three months ended March 31, 2026.

January 2025 Offering

In January 2025, the Company closed the January 2025 Offering, pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors, the January 2025 Shares and January 2025 Common Warrants. For clarity, the January 2025 Shares consist of 1,261,830 shares of common stock and the January 2025 Common Warrants consist of common warrants to purchase up to an aggregate of 1,261,830 shares of common stock. Each January 2025 Share and accompanying January 2025 Common Warrant were sold together at a combined offering price of $7.925 per January 2025 Share and accompanying January 2025 Common Warrants. The January 2025 Common Warrants have an exercise price of $7.80 per share, are immediately exercisable and will expire five years from the issuance date. The January 2025 Offering resulted in net proceeds of approximately $9.2 million to the Company after deducting the placement agent’s fees and related offering expenses.

Senior Secured Convertible Note Financing

In August 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with GKCC, an entity controlled by a member of Elicio’s board of directors, pursuant to which the Company issued a 3% Senior Secured Convertible Promissory Note due February 15, 2026 (the “Convertible Note”) in the principal amount of $20.0 million (the “Convertible Note Financing”). Unless earlier converted in accordance with the terms of the Convertible Note, the Convertible Note would mature on February 15, 2026. Interest on the Convertible Note accrued and was payable quarterly in cash on the principal amount equal to 3% per annum, with an initial interest payment date of June 30, 2025. The Company received net proceeds of approximately $19.7 million from the Convertible Note Financing, after deducting debt issuance costs.

In March 2025, Elicio exercised its right under the Convertible Note to require GKCC to convert the full amount of the Convertible Note, including all accrued and unpaid interest, into shares of Elicio’s common stock. In March 2025, the Company issued 3,500,573 shares of common stock to GKCC in exchange for the principal balance of $20.0 million plus $0.3 million in accrued interest, in satisfaction in full of the Convertible Note. Refer to Note 11 for additional information.

Senior Secured Promissory Note Financing

In June 2025, the Company entered into the June 2025 Promissory Note Financing with GKCC pursuant to which the Company issued the June 2025 Promissory Note in the principal amount of $10.0 million. In connection with the June 2025 Promissory Note Financing, the Company issued to GKCC the June 2025 Warrant to purchase an aggregate of 103,225 shares of common stock. The June 2025 Warrant has an exercise price of $7.75 per share, is immediately exercisable, and expires five years from the date of issuance. Refer to Note 11 for further detail.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

Note 7—Stock-Based Compensation

As of March 31, 2026, there was an aggregate of 1,280,971 shares of common stock available for issuance under the Company’s equity incentive plans, including 645,103 shares available for future grants under the Company’s 2021 Incentive Award Plan, 178,953 shares available for future grants under the Company’s 2022 Equity Incentive Plan, as amended, and 456,915 shares available for future grants issuance under the Company’s 2024 Inducement Incentive Award Plan. Refer to Note 7 – “Stock-Based Compensation" to the Company's consolidated financial statements from the Form 10-K for the discussion of the Company's equity incentive plans.

Stock Options

The following table summarizes information and activity related to the Company’s stock options for the three months ended March 31, 2026:


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Total Intrinsic Value (in thousands)
Outstanding as of December 31, 2025	2,621,203	$	13.50	6.9	$	5,057
Options granted	524,793	8.13
Options exercised	(20,431)	4.93
Forfeited (unvested)	(2,347)	4.51
Outstanding as of March 31, 2026	3,123,218	$	12.66	7.2	$	11,552
Options vested and exercisable	1,574,201	$	18.04	5.4	$	6,140

The aggregate intrinsic value in the above table is calculated as the difference between the estimated fair value of the Company's common stock and the exercise price of the stock options. 524,793 stock options were granted during the three months ended March 31, 2026. The weighted average grant date fair value per share for the stock option grants during the three months ended March 31, 2026 was $6.73. As of March 31, 2026, the total unrecognized compensation expense related to unvested stock option awards granted was $8.1 million, which the Company expects to recognize over a weighted-average period of approximately 3.2 years.

The fair value of each option is estimated on the date of grant using a Black-Scholes option pricing model with the assumptions noted in the table below. The fair value of an award with only a service condition is amortized as compensation expense on a straight-line basis over the requisite service period of the award, which is generally the vesting period. Compensation cost of awards that contain a performance condition are recognized when success is considered probable during the performance period. The Company has elected to account for forfeitures as they occur, rather than estimating the number of awards that are expected to vest. The risk-free interest rate is estimated using the weighted average rate of return on U.S. Treasury notes with a life that approximates the expected life of the option. The expected term of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The contractual life of the option was used for the expected life of options granted to non-employees. Expected volatility is based on the weighted average of the historical volatility of a peer group of publicly traded companies, using the daily closing prices during the equivalent period of the calculated expected term of stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company’s common stock price becomes available, or until circumstances change, such that the identified entities are no longer comparable companies. The assumed dividend yield is based upon the Company's expectation of not paying dividends in the foreseeable future.

The fair value of each employee and non-employee stock option grant was estimated on the date of grant using Black-Scholes based on the following weighted average assumptions.


Options	Three months ended March 31,
	2026		2025
Risk-free interest rate	3.9	%	4.4%
Expected dividend yield	0.0	%	0.0	%
Expected term in years	6.1		6.1
Expected volatility	105.4	%	106.9%

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

Restricted Stock Units

The following table summarizes information and activity related to the Company’s restricted stock units (“RSUs”) for the three months ended March 31, 2026:


	Number of Restricted Stock Units	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2025	—	$	—
RSUs granted	235,234	8.10
RSUs vested	—	—
RSUs forfeited	—	—
Unvested as of March 31, 2026	235,234	$	8.10

As of March 31, 2026, the total unrecognized compensation expense related to unvested restricted stock units was $1.8 million, which the Company expects to recognize over a weighted-average period of approximately 3.8 years.

Stock-based Compensation Expense

The following table summarizes total stock-based compensation expense, which includes expense related to stock options and RSUs, as recorded in the condensed consolidated statements of operations (in thousands):


	Three Months Ended March 31,
	2026		2025
Research and development	$	350	$	288
General and administrative	518		229
Total	$	868	$	517

Employee Stock Purchase Plan

In January 2021, the board of directors of Angion approved the Employee Stock Purchase Plan (the “ESPP”). The ESPP was effective on the date immediately prior to the effectiveness of Angion's registration statement relating to Angion’s initial public offering. The offering period and purchase period were determined by Angion’s board of directors. In February 2026, Elicio amended and restated the ESPP, and filed the amended and restated ESPP as an exhibit to the Annual Form 10-K on March 12, 2026. No offering periods or purchasing periods were active as of March 31, 2026. As of March 31, 2026, 453,312 shares remained available for purchase under the ESPP and no offerings have been authorized.

Note 8—Warrants

In accordance with FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”), certain of the Company’s outstanding warrants are classified as liabilities and are recorded at fair value at the issuance date, with subsequent changes in the fair value recognized in the condensed consolidated statements of operations and comprehensive loss in each reporting period. Refer to Note 3 for changes in the fair value recognized during the periods reported.

As disclosed in Notes 1 and 6, in January 2025, the Company closed the January 2025 Offering, pursuant to which the Company agreed to issue and sell the January 2025 Shares and January 2025 Common Warrants. For clarity, the January 2025 Shares consist of 1,261,830 shares of common stock and the January 2025 Common Warrants consist of common warrants to purchase up to an aggregate of 1,261,830 shares of common stock. Each January 2025 Share and accompanying January 2025 Common Warrants were sold together at a combined offering price of $7.925. The January 2025 Common Warrants have an exercise price of $7.80 per share, are immediately exercisable and will expire five years from the issuance date. The fair value of the January 2025 Common Warrants, as determined by the Black-Scholes option pricing model, was $9.7 million on the closing date of the January 2025 Offering. The net proceeds were allocated using the relative fair value of the January 2025 Shares and January 2025 Common Warrants.

As disclosed in Notes 1 and 6, in June 2025, in connection with the June 2025 Promissory Note Financing, the Company issued to GKCC the June 2025 Warrant to purchase an aggregate of 103,225 shares of the Company’s common stock. The June 2025 Warrant has an exercise price of $7.75 per share, is immediately exercisable and expires five years from the date of issuance. The fair value of the June 2025 Warrant, as determined by the Black-Scholes option pricing model, was $0.6 million at the date of issuance. See Note 11 for further detail regarding the June 2025 Promissory Note Financing.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

For the three months ended March 31, 2026, there was no warrant activity in the period. The following tables summarize information regarding the warrants outstanding at March 31, 2026:


Common Stock Warrants	Classification	Number of Shares Underlying the Warrants Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)
Elicio Warrants	Equity	144,814	$	53.59	3.3
Angion Warrants	Liability	3,950	$	76.00	2.4
March 2024 Pre-Funded Warrants(1)	Equity	1,032,702	$	0.01	Perpetual
July 2024 Pre-Funded Warrants(1)	Equity	1,600,000	$	0.01	Perpetual
July 2024 Common Warrants	Liability	441,500	$	5.00	3.3
July 2024 Common Warrants	Equity	1,600,000	$	5.00	3.3
January 2025 Common Warrants	Equity	1,261,830	$	7.80	3.8
June 2025 Common Warrant	Equity	103,225	$	7.75	4.2
Total Warrants Outstanding at March 31, 2026		6,188,021	$	4.68	3.5

(1) The March 2024 Pre-Funded Warrants and July 2024 Pre-Funded Warrants outstanding as of March 31, 2026 have a perpetual term and are therefore excluded from the calculation of the weighted-average remaining contractual life.

Note 9—Commitments and Contingencies

Legal Proceedings

From time to time, the Company may be involved in legal proceedings, or may be subject to various demands, claims and threatened litigation, which arise in the normal course of its business or otherwise.

The outcome of any future litigation is uncertain. Such litigation, if not resolved, could result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers, and could lead to a diversion of management resources among other factors.

The Company may be exposed to litigation in connection with its products under development and operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. As of the time of this report, the Company does not believe it is a party to any claim, proceeding or litigation, the outcome of which, if determined adversely to the Company, would individually or in the aggregate be reasonably expected to have a material adverse effect on its business.

License Agreements

In January 2016, Former Elicio entered into a license agreement to license certain intellectual property rights from the Massachusetts Institute of Technology (“MIT”), which agreement has been amended from time to time to add additional intellectual property rights to the Company’s license and to adjust fees and milestones and diligence requirements. The Company is required to pay certain license maintenance fees and certain milestone payments upon the occurrence of specific development and commercialization achievements during the term of the agreement, including those related to the making of certain regulatory filings, the initiation of certain clinical trials and the achievement of certain product sales thresholds, and royalty payments based on net sales on certain products over the term of the agreement, with royalty payments commencing in the calendar year of commercialization of such products. Royalty rates range from 0.25% - 2.00%, depending on whether commercial sales relate to a product that is covered by patents under which Elicio licenses rights from MIT or a product that could not have been identified, selected, or determined to have biological activity but for the use or modification of a product covered by the patents, and also on the country the products were sold in. The license term for the license agreement extends until terminated by either party under certain provisions in the agreement.

The Company would be required to pay a total of up to $26.2 million if all remaining possible clinical development and commercial sales milestones are achieved. The clinical development milestone payments will be recorded when each milestone is achieved, and the commercial sales milestone payments and royalties will be recorded when the sales occur. No such expenses were recorded in the three months ended March 31, 2026 and 2025. No commercialization royalties have been achieved to date.

Future minimum annual maintenance payments are $0.1 million for the year ended December 31, 2026 and for each year thereafter. Future minimum annual payments are due until the termination of the agreement.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

Note 10—Leases

Operating Leases

The Company has an operating lease for office and laboratory space in Boston, Massachusetts (the “Boston Lease”). The Boston Lease commenced in February 2022 with the term set to expire in February 2030. The Boston Lease has rent payments escalating annually, which total $11.1 million in the aggregate. As a result, at the commencement of the Boston Lease the Company recognized a right-of-use (“ROU”) lease asset of $8.0 million with a corresponding lease liability of $8.0 million based on the present value of the minimum rental payments. In addition, the Company will make payments for operating expenses and real estate taxes. In June 2023, the Company secured a letter of credit for the $0.7 million deposit on the Boston Lease, which was reported as restricted cash, noncurrent on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

Lease expense for the three months ended March 31, 2026 and 2025 was $0.3 million and $0.3 million, respectively.

The following table summarizes quantitative information about the Company's operating leases (dollars in thousands):


	Three Months Ended March 31,
	2026			2025
Operating cash outflows from operating leases	$	341		$	334
Weighted-average remaining lease term—operating leases (in years)	3.8			4.8
Weighted-average discount rate—operating leases	8.0		%	8.0		%

As of March 31, 2026, maturities of lease liabilities were as follows (in thousands):


Year Ended December 31,	Amounts
2026 (remaining nine months)	$	1,042
2027	1,425
2028	1,467
2029	1,512
2030	253

Total	5,699
Less present value discount	(834)
Operating lease liabilities	4,865
Less: operating lease liability, current portion	(1,042)
Operating lease liability, noncurrent portion	$	3,823

Note 11 - Debt

Senior Secured Convertible Note Financing

As discussed in Note 6, in August 2024, the Company closed the Convertible Note Financing with GKCC pursuant to which the Company issued the Convertible Note in the principal amount of $20.0 million. Interest on the Convertible Note accrued and was payable quarterly in cash on the principal amount equal to 3% per annum, and had an initial interest payment date of June 30, 2025. The Company received net proceeds of approximately $19.7 million from the Convertible Note Financing, after deducting debt issuance costs.

The Convertible Note included multiple conversion features. The Company evaluated all conversion features included within the Convertible Note, under ASC 815, and determined that the default interest feature met the definition of a derivative, but the value was de minimis. In March 2025, the Company exercised its right under the Convertible Note to require GKCC to convert the full amount of the Convertible Note, including all accrued and unpaid interest, into shares of the Company’s common stock. In March 2025, the Company issued 3,500,573 shares of its common stock to GKCC in exchange for the principal balance of $20.0 million plus $0.3 million in accrued interest, in satisfaction in full of the Convertible Note.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

Senior Secured Promissory Note Financing

As discussed in Notes 1 and 8, in June 2025, the Company issued the June 2025 Promissory Note in the principal amount of $10.0 million to GKCC. The June 2025 Promissory Note will mature on June 3, 2028, or such earlier date as the June 2025 Promissory Note is required or permitted to be repaid in accordance with the terms of the June 2025 Promissory Note and is a senior, secured obligation of the Company and its subsidiaries. Interest will accrue and be payable in cash on the principal amount at the rate of the sum of the Prime Rate (as defined in the June 2025 Promissory Note) plus 5.00%, provided that the maximum interest rate shall not exceed 12.5% per annum, with an initial interest payment date of July 1, 2026. As of March 31, 2026, the interest rate was 12.5% per annum. The first 24 months of the June 2025 Promissory Note is an interest only period, with payments towards the principal commencing on July 1, 2027. The Company may prepay the June 2025 Promissory Note in full at any time, but the payment must include the principal, all accrued unpaid interest, and a prepayment fee in one aggregate payment. If the prepayment occurs during the first, second, or third year of the June 2025 Promissory Note, the prepayment fee will be equal to the outstanding principal balance prepaid multiplied by 3%, 2%, or 1%, respectively. The June 2025 Promissory Note is secured by a (i) first priority lien on substantially all assets of the Company and its subsidiaries, pursuant to a security agreement and (ii) first priority lien on intellectual property of the Company, pursuant to an intellectual property security agreement. The June 2025 Promissory Note contains customary terms and covenants and customary events of default. As of March 31, 2026, the Company was in compliance with all covenants.

Additionally, in connection with the June 2025 Promissory Note Financing, the Company issued to GKCC the June 2025 Warrant to purchase an aggregate of 103,225 shares of the Company’s common stock. The June 2025 Warrant has an exercise price of $7.75 per share, is immediately exercisable and expires five years from the date of issuance. GKCC will not have the right to exercise any portion of the June 2025 Warrant if GKCC (together with its affiliates) would beneficially own in excess of 49.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the June 2025 Warrant. The fair value of the June 2025 Warrant, as determined by the Black-Scholes option pricing model, was $0.6 million at the date of issuance, and recorded as a debt discount to the June 2025 Promissory Note.

The Company received net proceeds of approximately $9.9 million from the sale of the June 2025 Promissory Note, after deducting debt issuance costs. The June 2025 Promissory Note included multiple conversion features. The Company evaluated all conversion features included within the June 2025 Promissory Note, under ASC 815, and determined that the default interest feature met the definition of a derivative, but the value was immaterial. The net proceeds were allocated with the June 2025 Warrant using the relative fair value. As of March 31, 2026, the net carrying value of the June 2025 Promissory Note was $9.5 million and the debt discount for the June 2025 Promissory Note was $0.5 million. For the three months ended March 31, 2026, the Company recognized $0.1 million in accretion of the debt discount and $0.3 million in accrued interest recognized on the consolidated balance sheet.

Note 12—Income Taxes

The Company did not record a provision or benefit for income taxes during the three months ended March 31, 2026 or 2025. As of March 31, 2026 and December 31, 2025, the Company continued to maintain a full valuation allowance against all of its deferred tax assets in light of its history of cumulative net losses.

On July 4, 2025, H.R. 1 (the “Act”), commonly referred to as the One Big Beautiful Bill Act, was signed into law in the United States, introducing changes to U.S. federal tax provisions affecting businesses. The Act has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. The Act includes modifications to the capitalization of research and development expenses and to the depreciation of fixed assets. The provisions impacting the Company have been reflected in the financial statements for the year ended December 31, 2025, and did not have a material impact as the Company has a valuation allowance against its net deferred tax assets.

Note 13—Net Loss Per Share

The Company has reported losses since inception and has computed basic net loss per share attributable to common stockholders by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock and pre-funded warrants outstanding for the period, without consideration for potentially dilutive securities. The Company computes diluted net loss per share of common stock after giving consideration to all potentially dilutive shares of common stock, including options to purchase common stock outstanding during the period determined using the treasury-stock and if-converted methods, except where the effect of including such securities would be anti-dilutive. Because the Company has reported net losses since inception, these potential shares of common stock have been anti-dilutive and basic and diluted loss per share were the same for all periods presented.

Basic and diluted net loss per share attributable to common stockholders was calculated for the three months ended March 31, 2026 and 2025 as follows (in thousands, except share and per share data):

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)


	Three Months Ended March 31,
	2026		2025
Numerator
Net loss	$	(11,823)	$	(11,209)
Denominator:
Weighted average of common shares and pre-funded warrants outstanding, basic and diluted	18,211,745		12,950,574
Net loss per share, basic and diluted	$	(0.65)	$	(0.87)

The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive:


	Three Months Ended March 31,
	2026	2025

Shares issuable upon exercise of stock options	3,123,218	2,265,453
Shares issuable upon the exercise of warrants (excluding pre-funded warrants)	3,555,319	3,642,099
Unvested shares under restricted stock grants	235,234	—
Total	6,913,771	5,907,552

Note 14 —Related Party Transactions

Private Placement and Subscription Agreement

In March 2024, the Company entered into a subscription agreement (the “March Subscription Agreement”) with GKCC, an entity controlled by a member of the Company’s board of directors, providing for the issuance and sale by Elicio to GKCC of pre-funded warrants (the “March 2024 Pre-Funded Warrants”) to purchase up to 1,032,702 shares of common stock. As of March 31, 2026, all 1,032,702 of the March 2024 Pre-Funded Warrants held by GKCC remained outstanding.

July 2024 Public Offering

As part of the July 2024 Public Offering described in Note 3, Yekaterina Chudnovsky, a member of the Company’s board of directors, purchased 1,600,000 of the July 2024 Pre-Funded Warrants and 1,600,000 of the accompanying July 2024 Common Warrants. As of March 31, 2026, all of the 1,600,000 July 2024 Pre-Funded Warrants and accompanying 1,600,000 July 2024 Common Warrants held by Yekaterina Chudnovsky remained outstanding.

Jay Venkatesan, a member of the Company’s board of directors, and certain independently managed family trusts purchased 200,000 of the July 2024 Pre-Funded Warrants and 200,000 of the accompanying July 2024 Common Warrants. As of March 31, 2026, 200,000 of the July Common Warrants held by Jay Venkatesan and the family trusts remained outstanding.

Senior Secured Convertible Note Financing

In August 2024, the Company entered into the Securities Purchase Agreement with GKCC, pursuant to which the Company issued the Convertible Note in the principal amount of $20.0 million. The Company received net proceeds of approximately $19.7 million from the Convertible Note Financing, after deducting debt issuance costs.

In March 2025, the Company exercised its right under the Convertible Note to require GKCC to convert the full amount of the Convertible Note, including all accrued and unpaid interest, into shares of the Company’s common stock. The Company issued 3,500,573 shares of its common stock to GKCC in exchange for the principal balance of $20.0 million plus $0.3 million in accrued interest, in satisfaction in full of the Convertible Note.

Senior Secured Promissory Note Financing

In June 2025, the Company closed the June 2025 Promissory Note Financing with GKCC, pursuant to which the Company issued the June 2025 Promissory Note in the principal amount of $10.0 million. The Company received net proceeds of approximately $9.9 million from the June 2025 Promissory Note Financing, after deducting debt issuance costs.

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ELICIO THERAPEUTICS, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements (Continued)

Note 15 - Segment Reporting

The Company has one reportable segment relating to the development of immunotherapies for patients with limited treatment options and poor outcomes suffering from cancer. The Company’s Chief Operating Decision Maker (“CODM”), its Chief Executive Officer, manages the Company’s operations on a consolidated basis, assesses performance for the operating segment and decides how to allocate resources based on consolidated net loss, which is reported on the condensed consolidated statements of operations and comprehensive loss. Depreciation expense, amortization expense, stock-based compensation expense, and the change in fair value of warrants are significant noncash items included in consolidated net loss reviewed by the CODM and are reported on the condensed consolidated statements of cash flows. Expenditures for additions to long-lived assets, which include purchases of property and equipment, are included in total consolidated assets reviewed by the CODM and are reported on the condensed consolidated statements of cash flows. All long-lived assets are located in the United States. The following table presents certain financial data for the Company’s reportable segment (in thousands):


	Three months ended March 31,
	2026		2025
Clinical trial expenses	$	1,181	$	4,192
Employee related research and development expenses	2,684		2,298
Chemistry, manufacturing and controls expenses	1,736		646
Other research and development expenses	1,171		1,136
Contract and grant reimbursements	—		(489)
Employee related general and administrative expenses	1,810		1,087
Professional fees and other general and administrative expenses	2,020		1,866
Other segment items(1)	1,221		473
Segment net loss	$	11,823	$	11,209

Total segment assets	$	22,689	$	28,178

(1)Other segment items include interest income, interest expense, and change in the fair value of liability-classified warrants.

Note 16—Subsequent Events

The Company has completed an evaluation of all subsequent events after the consolidated balance sheet date as of March 31, 2026 through the date these consolidated financial statements were issued to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements as of March 31, 2026, and events which occurred subsequently but were not recognized in the consolidated financial statements. Non-recognizable subsequent events are summarized below.

2026 ATM Program

Subsequent to the period ended March 31, 2026 through May 8, 2026, the Company issued and sold 445,456 shares of common stock for net proceeds of $5.0 million under the 2026 ATM Program.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q and in our audited financial statements and accompanying notes for the years ended December 31, 2025 and 2024 included in the Form 10-K. In addition to the historical financial information, this discussion contains forward-looking statements that involve risks, assumptions and uncertainties, such as statements of our plans, objectives, expectations, intentions, forecasts and projections. Our actual results and the timing of selected events could differ materially from those discussed in these forward-looking statements as a result of several factors, including those set forth under the sections titled “Risk Factors” in this Quarterly Report on Form 10-Q and the Form 10-K, which you should read carefully to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section titled “Forward-Looking Statements” at the beginning of this report.

Overview

We are a clinical-stage biotechnology company advancing novel immunotherapies for the treatment of cancer, including mKRAS-positive pancreatic cancer, colorectal cancer (“CRC”), lung cancer and other mKRAS-positive cancers. We intend to build on recent clinical successes in the personalized cancer immunotherapy space to develop effective, off-the-shelf immunotherapies. Our proprietary Amphiphile (“AMP”) technology aims to enhance the education, activation and amplification of cancer-specific T cells relative to conventional immunotherapy strategies, with the goal of promoting durable cancer immunosurveillance in patients. Recent advances have identified T cell responses as a key component of effective cancer immunotherapy, and we believe our AMP technology can generate robust T cell responses in patients that can potentially translate to meaningful clinical benefit.

We believe the therapeutic utility of currently approved and development stage cancer immunotherapies is limited in many cases due to their inability to sufficiently localize to lymph nodes and adequately engage with the critical immune cells responsible for stimulating adaptive immunity. Our AMP technology is specifically intended to localize payloads to lymph nodes leading to the generation of a robust T cell response that we believe is critical to generate an anticancer immune response.

Our lead programs focus on our cancer immunotherapy product candidates, which target biologically validated driver tumor mutations using common and well-characterized neoantigens. This strategy results in an “off-the-shelf” therapeutic option allowing patients to receive treatment without delays due to manufacturing timelines and without the increased costs associated with personalized immunotherapy approaches.

Our clinical pipeline includes the lymph node targeted cancer immunotherapy ELI-002 7P, currently being evaluated in a Phase 2 study, designed to stimulate an immune response against mKRAS pancreatic ductal adenocarcinoma (“PDAC”), the most common form of pancreatic cancer. The ELI-002 7P formulation is designed to provide broad immune responses targeting seven Kirsten rat sarcoma viral oncogene homolog mutations that are observed in approximately 88% of PDAC patients and 25% of all solid tumors, thereby increasing the potential patient population for ELI-002 7P beyond PDAC alone. In August 2025, we announced that following the Independent Data Monitoring Committee’s (“IDMC”) pre-specified interim review of unblinded safety and efficacy data in our Phase 2 AMPLIFY-7P study in mKRAS-driven PDAC, the IDMC recommended that the trial continue to the final analysis without modifications. In addition, the IDMC confirmed the favorable safety profile of ELI-002 7P as of such date. The final disease-free survival analysis is anticipated mid-year 2026. ELI-002 2P (2-peptide formulation) has been studied previously in the Phase 1 (AMPLIFY-201) trial in patients with high relapse risk mKRAS-driven solid tumors, following surgery and chemotherapy. ELI-002 2P and ELI-002 7P also have been studied in patients with mKRAS-positive CRC in Phase 1 studies. The AMPLIFY-201 Phase 1 data for PDAC and CRC was presented at the ESMO Immuno-Oncology Congress 2024 and published in Nature Medicine (Wainberg et al, 2025) and included a 16.3-month median recurrence-free survival and 28.9-month median overall survival for the full study population. In the future, we plan to expand ELI-002 7P to other indications including mKRAS positive lung cancer and other mKRAS positive cancers.

Our preclinical pipeline includes the lymph node targeted immunotherapies ELI-007, currently being evaluated in preclinical studies for the treatment of mutant b-raf murine sarcoma viral oncogene homolog B1-driven cancers, and ELI-008, currently being evaluated in preclinical studies for use in the treatment of mutated tumor protein p53 expressing cancers. We believe that each of our immunotherapy product candidates, if approved, has the potential to reduce the risk of recurrence of tumors carrying specific oncogenic driver mutations.

Our operations to date have been financed primarily by aggregate net proceeds of $227.5 million from the issuance of common stock, pre-funded warrants, convertible preferred stock, convertible notes, promissory notes, the exercise of stock options and common warrants, the private placement of our securities, at-the-market offerings, and proceeds from the Merger with Angion. Since inception, we have had significant operating losses. Our net loss was $11.8 million and $11.2 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $245.5 million and cash and cash equivalents of $14.9 million.

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We are currently facing substantial doubt about our ability to continue as a going concern, given our cash position and cash runway. As of the filing date of this Quarterly Report on Form 10-Q, we believe that our cash on hand will enable us to fund our operations into the fourth quarter of 2026 based on our current financial operating plan. This period could be shortened or lengthened if there are any significant increases or decreases in planned or actual spending on development programs or more rapid progress of development programs than anticipated. There is no assurance that financing will be available when needed to allow us to continue as a going concern. Our losses from operations, negative operating cash flows and accumulated deficit, as well as the additional capital needed to fund operations for at least twelve months following the issuance of the condensed consolidated financial statements, raise substantial doubt about our ability to continue as a going concern. We expect to incur substantial expenditures in the foreseeable future for the development of our product candidates and will require additional financing to continue this development. We plan to address this condition through the sale of common stock or other securities in public offerings and/or private placements, debt financings, or through other capital sources, including licensing arrangements, partnerships and collaborations with other companies or other strategic transactions, but there is no assurance these plans will be completed successfully or at all. If we are unable to obtain additional capital when and as needed to continue as a going concern, we might have to further reduce or scale back our operations and/or liquidate our assets, and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements.

Our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q have been prepared on a basis that assumes that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Our condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our accounts payable and accrued expenses. We expect to continue to incur net losses for the foreseeable future, and we expect our research and development expenses, general and administrative expenses, and capital expenditures will continue to increase. In particular, we expect our expenses to increase as we continue our development of, and seek regulatory approvals for, our product candidates, as well as hire additional personnel, pay fees to outside consultants, attorneys and accountants, and incur other increased costs associated with being a public company. In addition, if and when we seek and obtain regulatory approval to commercialize any product candidate, we will also incur increased expenses in connection with commercialization and marketing of any such product. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and our expenditures on other research and development activities. We anticipate that our expenses will increase significantly in connection with our ongoing activities, as we:

•advance our lead product candidate, ELI-002 7P, to late-stage clinical trials;

•advance our preclinical programs to clinical trials;

•expand our pipeline of product candidates;

•seek regulatory approval for our investigational medicines;

•maintain, expand, protect and defend our intellectual property portfolio;

•acquire or in-license technology;

•expand our clinical, scientific, management and administrative teams; and

•operate as a public company.

As of the filing date of this Quarterly Report on Form 10-Q, we believe that our cash on hand will enable us to fund our operations into the fourth quarter of 2026 based on our current plan. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. To finance our operations beyond that point we will need to raise additional capital, which cannot be assured.

We have not had any products approved for sale. We do not expect to generate any product sales unless and until we successfully complete development and obtain regulatory approval for one or more of our product candidates. If we obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. As a result, until such time, if ever, that we can generate substantial product revenue, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including collaborations, licenses or similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed or on favorable terms, if at all. Any failure to raise capital as and when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies, including our research and development activities. If we are unable to raise capital, we will need to delay, reduce or terminate planned activities to reduce costs.

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Components of Results of Operations

The following discussion summarizes the key factors our management believes are necessary for an understanding of our financial statements.

Operating Expenses

Our operating expenses since inception have consisted primarily of research and development expenses and general and administrative costs.

Research and Development Expenses

Our research and development expenses consist primarily of costs incurred for the development of our product candidates and our drug discovery efforts, which include:

•personnel costs, which include salaries, benefits, and equity-based compensation expense;

•expenses incurred under agreements with consultants and contract organizations that conduct research and development activities on our behalf;

•costs related to sponsored research service agreements;

•costs related to production of preclinical and clinical materials, including fees paid to contract manufacturers;

•laboratory and vendor expenses related to the execution of preclinical studies and planned clinical trials; and

•laboratory supplies and equipment used for internal research and development activities.

We expense all research and development costs in the periods in which they are incurred. Costs for certain research and development activities are recognized based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors and service providers.

Our research and development expenses are not currently tracked on a program-by-program basis. We use our personnel and infrastructure resources across multiple research and development programs directed toward identifying and developing product candidates. Substantially all our research and development costs are incurred on the development of ELI-002 7P and our preclinical candidates.

We expect our research and development expenses to increase substantially for the foreseeable future as we continue to invest in research and development activities related to developing our product candidates, including investments in conducting clinical trials, manufacturing and otherwise advancing our programs. The process of conducting the clinical research necessary to obtain regulatory approval is costly and time-consuming, and the successful development of our product candidates is highly uncertain. At this time, we cannot reasonably estimate the nature, timing and costs of the efforts that will be needed to complete the development of, or the period, if any, in which material net cash inflows may commence from ELI-002 7P or any of our preclinical candidates. This is due to the numerous risks and uncertainties associated with developing drugs, including the uncertainty of:

•the scope, rate of progress and expense of our research and development activities;

•clinical trials and early-stage results;

•the terms and timing of regulatory approvals; and

•the ability to market, commercialize and achieve market acceptance for ELI-002 7P, or any of our preclinical candidates that we or our future collaboration partners may develop in the future.

Any of these variables with respect to the development of ELI-002 7P, or any other of our preclinical candidates that we may develop could result in a significant change in the costs and timing associated with the development of such candidates. For example, if the FDA or other regulatory authority were to require us to conduct preclinical and clinical studies beyond those which we currently anticipate will be required for the completion of clinical development or if we experience significant delays in enrollment in any clinical trials, we could be required to expend significant additional financial resources and time on the completion of our clinical development programs.

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General and Administrative Expenses

Our general and administrative expenses consist primarily of personnel costs, including equity-based compensation, and other expenses for outside professional services, including marketing, legal, audit and accounting, facility-related costs not otherwise included in research and development expenses, and recruiting. We expect our general and administrative expenses to increase over the next several years to support our continued research and development activities, manufacturing activities, increased costs of expanding our operations and operating as a public company. These increases will likely include increases related to the hiring of additional personnel and legal, regulatory and other fees and services associated with maintaining compliance with the Nasdaq Marketplace Rules or the Nasdaq Listing Rules and SEC requirements, accounting and audit fees, director and officer insurance costs and investor relations costs associated with being a public company.

Other (Expense) Income

For the three months ended March 31, 2026 and 2025, other income and expense consisted primarily of interest income, foreign exchange transaction gains, interest expense, and the change in fair value of our warrant liabilities.

Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025

The following table summarizes our results of operations for the periods indicated (in thousands, except percentages):


	Three Months Ended March 31,
	2026		2025		$ Change		% Change

Operating expenses:
Research and development	$	6,757	$	7,778	$	(1,021)	(13)	%
General and administrative	3,845		2,958		887		30	%
Total operating expenses	10,602		10,736		(134)		(1)	%
Loss from operations	(10,602)		(10,736)		134		(1)	%
Total other expense, net	(1,221)		(473)		(748)		158	%
Net loss	$	(11,823)	$	(11,209)	$	(614)	5	%

Research and Development Expenses

Research and development expenses were $6.8 million for the three months ended March 31, 2026, compared to $7.8 million for the three months ended March 31, 2025. The decrease of $1.0 million was primarily due to less clinical trial costs as the Phase 2 study of ELI-002 7P continues and the patients moved out of the active dosing phase and into the follow up phase of the trial.

General and Administrative Expenses

General and administrative expenses were $3.8 million for the three months ended March 31, 2026, compared to $3.0 million for the three months ended March 31, 2025. The increase of $0.9 million was primarily due to increased Company headcount resulting in increased personnel costs and a slight increase in professional fees.

Other Expense

Other expense for the three months ended March 31, 2026 was $1.2 million compared to $0.5 million for the three months ended March 31, 2025. The increase of $0.7 million was primarily due to the change in fair value associated with the outstanding liability-classified common warrants and the interest related to the June 2025 Promissory Note.

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Liquidity and Capital Resources

Sources and Uses of Liquidity

Our operations through March 31, 2026 have been financed primarily by aggregate net proceeds of $227.5 million from the issuance of common stock, pre-funded warrants, convertible preferred stock, convertible notes, promissory notes, the exercise of stock options and common warrants, the private placement of our securities, at-the-market offerings, and proceeds from the Merger with Angion. Since inception, we have had significant operating losses. Our net loss was $11.8 million and $11.2 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $245.5 million and cash and cash equivalents of $14.9 million. Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, and to a lesser extent, general and administrative expenditures. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses.

Our losses from operations, negative operating cash flows and accumulated deficit, as well as the additional capital needed to fund operations for at least twelve months following the issuance of the condensed consolidated financial statements, raise substantial doubt about our ability to continue as a going concern. We expect to incur substantial expenditures in the foreseeable future for the development of our product candidates and will require additional financing to continue this development. The unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q have been prepared on a basis that assumes that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. We plan to address this condition through the sale of our common stock or other securities in public offerings and/or private placements, debt financings, or through other capital sources, including licensing arrangements, partnerships and collaborations with other companies or other strategic transactions. However, there is no assurance that we will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should we be unable to raise this amount of capital our operating plans will be limited to the amount of capital that we can access. We may also consider steps to reduce our operating expenses. There can be no assurances that we will be successful in any of the foregoing.

Summary Statement of Cash Flows

The following table sets forth a summary of our net cash flow activity for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026		2025
Net cash provided by (used in)
Operating activities	$	(11,645)	$	(10,119)

Financing activities	8,027		10,328
Effect of foreign currency on cash	5		31
Net (decrease) increase in cash	$	(3,613)	$	240

Operating Activities

For the three months ended March 31, 2026, net cash used in operating activities was $11.6 million, which consisted of a net loss of $11.8 million and a decrease in our assets and liabilities of $2.0 million, partially offset by non-cash charges of $2.2 million. The non-cash charges were related to $1.0 million of change in the fair value of warrant liabilities, $0.9 million of stock-based compensation, $0.2 million amortization of the ROU asset, and $0.1 million depreciation.

For the three months ended March 31, 2025, net cash used in operating activities was $10.1 million, which consisted of a net loss of $11.2 million and a decrease in our assets and liabilities of $0.3 million, partially offset by non-cash charges of $1.4 million. The non-cash charges were primarily related to $0.5 million of change in the fair value of warrant liabilities, $0.5 million of stock-based compensation, $0.2 million amortization of the ROU asset, $0.1 million of non-cash interest expense, and $0.1 million of depreciation.

Financing Activities

For the three months ended March 31, 2026, net cash provided by financing activities was $8.0 million as a result of the issuance of $7.9 million of our common stock under our ATM Programs, net of paid issuance costs, and $0.1 million from the exercise of stock options.

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For the three months ended March 31, 2025, net cash provided by financing activities was $10.3 million, primarily as a result of the issuance of $0.8 million of our common stock under our 2024 ATM Program, $9.1 million from the January 2025 Offering, and $0.4 million from the exercise of common warrants and stock options.

Future Cash Needs and Funding Requirements

Based on our current operating plan, as of the filing date of this Quarterly Report on Form 10-Q, we believe our cash and cash equivalents will be sufficient to fund our planned operations into the fourth quarter of 2026. However, we have based our projections of operating capital requirements on assumptions that may prove to be incorrect and we may use all our available capital resources sooner than we expect. We are unable to estimate the exact amount of our operating capital requirements. The amount and timing of our future funding requirements will depend on many factors, including, but not limited to:

▪the scope, progress, results and costs of researching and developing product candidates, and conducting preclinical studies and clinical trials;

▪the outcome of any future clinical trials, for any existing or future product candidates;

▪whether we are able to take advantage of any FDA expedited development and approval programs for any of our product candidates;

▪the outcome, costs and timing of seeking, obtaining and maintaining FDA and any foreign regulatory approvals;

▪the costs associated with any delays we may encounter as a result of evolving regulatory requirements or adverse results with respect to any of our product candidates;

▪the number and characteristics of product candidates we pursue, including product candidates in preclinical development;

▪the ability of our product candidates to progress through clinical development successfully;

▪our need to expand our research and development activities, including to conduct additional clinical trials;

▪market acceptance of our product candidates, including physician adoption, market access, pricing and reimbursement;

▪the costs of acquiring, licensing or investing in businesses, products, product candidates and technologies;

▪our ability to maintain, expand and defend the scope of our intellectual property portfolio, including the amount and timing of any payments potentially required to make, or that we may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights;

▪our need and ability to hire additional personnel, including management, clinical development, medical and commercial personnel;

▪the effect of competing technology, market developments and government policy;

▪the costs associated with being a public company, including our need to implement additional internal systems and infrastructure, including financial and reporting systems;

▪the costs associated with securing and establishing commercialization and manufacturing capabilities, as well as those associated with packaging, warehousing and distribution;

▪the economic and other terms, timing of and success of our existing licensing arrangements and any collaboration, licensing or other arrangements into which we may enter in the future and the timing and amount of payments thereunder; and

▪the timing, receipt and amount of sales and general commercial success of any future approved products, if any.

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Until such time as we can generate significant revenue from sales of product candidates, if ever, we expect to finance our operations through the sale of our common stock or other securities in public offerings and/or private placements, debt financings, or through other capital sources, including licensing arrangements, partnerships and collaborations with other companies or other strategic transactions. Adequate funding may not be available to us on acceptable terms, or at all. To the extent we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through additional collaborations, or other similar arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to and/or may reduce the value of our common stock. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates” in the Form 10-K. There have been no material changes in our critical accounting policies and estimates in the preparation of our condensed consolidated financial statements during the three months ended March 31, 2026 compared to those disclosed in the Form 10-K.

Emerging Growth Company and Smaller Reporting Company Status

We are a smaller reporting company and an emerging growth company, as defined under the Jumpstart Our Business Startup (“JOBS”) Act. Under the JOBS Act, emerging growth companies can delay the adoption of new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. Other exemptions and reduced reporting requirements under the JOBS Act for emerging growth companies include presentation of only two years of audited financial statements in a registration statement for an initial public offering, an exemption from the requirement to provide an auditor's report on internal controls over financial reporting pursuant to Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation, and less extensive disclosure about our executive compensation arrangements.

We have elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that (i) we are no longer an emerging growth company or (ii) we affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting standards as of public company effective dates.

We will remain an emerging growth company until the earliest of (i) December 31, 2026, (ii) the last day of our first fiscal year in which we have total annual gross revenue of $1.235 billion or more, (iii) the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which means the market value of equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company” and/or “non-accelerated filer” which may allow us to take advantage of many of the same exemptions from disclosure requirements including not being required to comply for a period of time with the auditor attestation requirements of Section 404 of Sarbanes-Oxley, and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures

Definition and Limitations of Disclosure Controls

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluates these controls and procedures on an ongoing basis. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our President and Chief Executive Officer, our principal executive officer, and our Chief Strategy and Financial Officer, our principal accounting and financial officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026.

Based on the evaluation of our disclosure controls and procedures, our President and Chief Executive Officer and our Chief Strategy and Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) under the Exchange Act) that occurred during the quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be subject to various legal proceedings, claims and administrative proceedings that arise in the ordinary course of our business activities or otherwise. Although the results of the litigation and claims cannot be predicted with certainty, as of the date of this report, we do not believe we are party to any claim, proceeding or litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could result in substantial costs to us, including any costs associated with the indemnification of directors and officers.

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Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors, described in the section titled “Risk Factors” in the Form 10-K as well as the other information in this Quarterly Report on Form 10-Q, before deciding whether to invest in shares of our common stock. There have been no material changes in our risk factors from those described in the Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

During the fiscal quarter ended March 31, 2026, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6. Exhibits

Exhibit
Number

Exhibit
Description

Incorporated by Reference

Filed Herewith

Form

Date

Number

10.1

At Market Issuance Sales Agreement, dated as of March 16, 2026, by and between Elicio Therapeutics, Inc. and B. Riley Securities, Inc., JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc.

8-K

3/16/2026

10.1

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer and Princip al Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1^

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2^

Certification of Principal Financial Officer and Princip al Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

__________________________________

^ The certification that accompanies this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is not deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELICIO THERAPEUTICS, INC.

By:

/s/ ROBERT CONNELLY

Date:

May 11, 2026

Robert Connelly

President and Chief Executive Officer

(Principal Executive Officer)

By:

/s/ PREETAM SHAH, PH.D.

Date:

May 11, 2026

Preetam Shah, Ph.D.

Chief Strategy and Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Elicio Therapeutics, Inc. 10-Q