8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 21, 2024

Elicio Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

(857) 209-0050

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. o

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 21, 2024, Elicio Therapeutics, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company considered and voted on three proposals, each of which was described in detail in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on September 27, 2024 (the “Proxy Statement”). 7,452,994 shares of Common Stock voted, representing 69.17% of the voting power of all shares entitled to vote at the Annual Meeting, which represented a quorum for the Annual Meeting.

At the Annual Meeting, the stockholders voted on proposals to: (1) elect three directors to hold office for three-year terms, (2) ratify the appointment of Baker Tilly US, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending 2024, and (3) approve, for purposes of complying with Nasdaq Listing Rule 5635(b), the issuance of shares of common stock issuable upon the exercise of certain warrants and conversion of that certain convertible note, as further detailed in the Proxy Statement.

Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. More information on the proposals can be found in the Proxy Statement.

Proposal 1: To elect three nominees to serve as the Company’s Class I Directors to hold office for a three-year term or until their respective successors are elected and qualified.

Proposal 2: To ratify the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending 2024.

Proposal 3: To approve, for purposes of complying with Nasdaq Listing Rule 5635(b), the issuance of shares of common stock issuable upon the exercise of certain warrants and conversion of that certain convertible note.

Each of the director nominees and proposals received the necessary votes in favor to be adopted by the Company’s stockholders at the Annual Meeting.

SIGNATURES

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