{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-23-028077","form_type":"8-K","ticker":"ELTX","cik":"0001601485","company_name":"Elicio Therapeutics, Inc.","filed_at":"2023-06-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.610331+00:00","generated_at":"2026-06-14T08:16:34.013310+00:00","sec_items":["2.01","3.03","4.01","5.01","5.02","5.03","5.07","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Angion completes merger with Elicio, becomes Elicio Therapeutics; ticker changes to ELTX","bullets":["Merger completed June 1, 2023; Elicio stockholders received 0.0181 Angion shares per Elicio share, issuing ~5.38M shares.","Prior Elicio equity holders own ~65.2% of combined company; prior Angion holders own ~34.8% on fully diluted basis.","Company renamed Elicio Therapeutics, Inc.; ticker changes from ANGN to ELTX effective June 2; reverse stock split 10:1.","Board reconstituted to 9 directors (6 Elicio designees); Robert Connelly (former Elicio CEO) becomes CEO; new CFO Brian Piekos.","Independent auditor changed: Moss Adams dismissed, Baker Tilly engaged (was Elicio's auditor)."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-23-028077","json":"https://secwatch.observer/filing/0001140361-23-028077.json","markdown":"https://secwatch.observer/filing/0001140361-23-028077.md","text":"https://secwatch.observer/filing/0001140361-23-028077.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/brhc20053890_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T08:16:34.013310+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"dbf49ce44e6eba2bb301d2024358f03d3a010d5d","claim":"Elicio Therapeutics, Inc. dismissed Moss Adams LLP as its auditor.","evidence_excerpt":"(a) On June 1, 2023, the Audit Committee (the “Audit Committee”) of the board of directors of the Company approved the dismissal of Moss Adams LLP (“Moss Adams”) as the Company’s independent registered public accounting firm, effective immediately.","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"dismissal"},{"label":"Auditor","value":"Moss Adams LLP"},{"label":"Successor","value":"Baker Tilly US, LLP"}],"fact_type":"auditor_change"},{"claim_id":"f9432a14b7b71f7cc4262e9e8e240883955a0c2a","claim":"Elicio Therapeutics, Inc. engaged Baker Tilly US, LLP as its auditor.","evidence_excerpt":"(b) On June 1, 2023, the Audit Committee approved, on behalf of the Company, the engagement of Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.","evidence_source":"SEC 8-K Item 4.01/4.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":0.9,"family_label":"Auditor Changes","details":[{"label":"Action","value":"engagement"},{"label":"Auditor","value":"Baker Tilly US, LLP"}],"fact_type":"auditor_change"},{"claim_id":"09adad867f","claim":"Annette Matthies was appointed as Chief Business Officer at Elicio Therapeutics, Inc..","evidence_excerpt":"Annette Matthies, Ph.D. 46 Chief Business Officer","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Business Officer"}],"fact_type":"executive_change"},{"claim_id":"1e1ff1bbf2","claim":"Yekaterina (Katie) Chudnovsky was appointed as Class I Director at Elicio Therapeutics, Inc..","evidence_excerpt":"Yekaterina (Katie) Chudnovsky 38 Class I Director","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Class I Director"}],"fact_type":"executive_change"},{"claim_id":"3bbba91a62","claim":"Brian Piekos was appointed as Chief Financial Officer at Elicio Therapeutics, Inc..","evidence_excerpt":"Brian Piekos 48 Chief Financial Officer","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"3d7b6ad369","claim":"Gregory S. Curhan was terminated as Chief Financial Officer at Elicio Therapeutics, Inc..","evidence_excerpt":"(ii) each of Gregory S. Curhan, Angion’s Chief Financial Officer and Jay R. Venkatesan, M.D., were terminated as employees of the Company effective as of the effective time of the Merger.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"59e4dc67a2","claim":"Jay R. Venkatesan was terminated as other at Elicio Therapeutics, Inc..","evidence_excerpt":"(ii) each of Gregory S. Curhan, Angion’s Chief Financial Officer and Jay R. 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Omenn, M.D., Ph.D., resigned from Angion’s board of directors and any respective committee membership of Angion’s board of directors, effective as of the effective time of Merger","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director (resigned)"}],"fact_type":"executive_change"},{"claim_id":"8d6110c8c2","claim":"Robert R. Ruffolo, Jr. was appointed as Class II Director at Elicio Therapeutics, Inc..","evidence_excerpt":"Robert R. 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Omenn resigned as director (resigned) at Elicio Therapeutics, Inc..","evidence_excerpt":"each of Victor F. Ganzi, J.D., Itzhak D. Goldberg, M.D. and Gilbert S. Omenn, M.D., Ph.D., resigned from Angion’s board of directors and any respective committee membership of Angion’s board of directors, effective as of the effective time of Merger","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director (resigned)"}],"fact_type":"executive_change"},{"claim_id":"f89255441a","claim":"Carol Ashe was appointed as Class III Director at Elicio Therapeutics, Inc..","evidence_excerpt":"Carol Ashe 65 Class III Director","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Class III Director"}],"fact_type":"executive_change"},{"claim_id":"6e1f37088ff8deaecf51293390d7803f36a889e1","claim":"Elicio Therapeutics, Inc.: Name change amendment from Angion Biomedica Corp. to Elicio Therapeutics, Inc (effective 2023-06-01).","evidence_excerpt":"Immediately prior to the consummation of the Merger, on June 1, 2023, Angion filed the Name Change Amendment changing its name from “Angion Biomedica Corp.” to “Elicio Therapeutics, Inc.”","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-06-01"}],"fact_type":"governance_change"},{"claim_id":"7c83742a5d994a4d59ef54de76f9fdd55f75efee","claim":"Elicio Therapeutics, Inc. underwent a change of control involving Elicio Therapeutics, Inc. (closed 2023-06-01).","evidence_excerpt":"On June 1, 2023, the Delaware corporation formerly known as \"Angion Biomedica Corp.\" completed its previously announced merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of January 17, 2023 (the \"Merger Agreement\"), by and among Angion Biomedica Corp. (\"Angion\"), Arkham Merger Sub, Inc., a wholly owned subsidiary of Angion (\"Merger Sub\"), and Elicio Therapeutics, Inc. (\"Elicio\"), pursuant to which Merger Sub merged with and into Elicio, with Elicio surviving the merger as a wholly owned subsidiary of Angion (the \"Merger\").","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Elicio Therapeutics, Inc."},{"label":"Closing","value":"2023-06-01"}],"fact_type":"ma_transaction"},{"claim_id":"0ec0748d8865bcff5e50b6ace2f4abb44ab152a8","claim":"Elicio Therapeutics, Inc. shareholders approved To approve an amendment to the amended and restated certificate of incorporation of Angion to effect a reverse stock split of Angion common stock at a ratio within the range between 5-for-1 to 30-for-1 at the 2023-05-31 meeting.","evidence_excerpt":"Proposal 2. To approve an amendment to the amended and restated certificate of incorporation of Angion to effect a reverse stock split of Angion common stock at a ratio within the range between 5-for-1 to 30-for-1: 22,792,786 For 449,015 Against 1,185,607 Abstain 0 Broker Non-Votes","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-31"}],"fact_type":"shareholder_vote"},{"claim_id":"2f345ceb803f9b4d0cd4d1a217320e6186b6d368","claim":"Elicio Therapeutics, Inc. shareholders approved To approve the issuance of shares of Angion capital stock pursuant to the Merger, which will represent more than 20% of the shares of Angion common stock outstanding immediately prior to the Merger and result in a change of control of Angion, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b) at the 2023-05-31 meeting.","evidence_excerpt":"Proposal 1. To approve the issuance of shares of Angion capital stock pursuant to the Merger, which will represent more than 20% of the shares of Angion common stock outstanding immediately prior to the Merger and result in a change of control of Angion, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b): 17,841,302 For 1,109,168 Against 74,010 Abstain 5,402,928 Broker Non-Votes","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-31"}],"fact_type":"shareholder_vote"},{"claim_id":"7f4f363fceb732ccdfb8c1929c6fc732735844f1","claim":"Elicio Therapeutics, Inc. shareholders approved To approve an amendment to the Angion amended and restated certificate of incorporation of Angion to provide for the exculpation of officers at the 2023-05-31 meeting.","evidence_excerpt":"Proposal 3. To approve an amendment to the Angion amended and restated certificate of incorporation of Angion to provide for the exculpation of officers: 17,192,853 For 248,833 Against 1,582,794 Abstain 5,402,928 Broker Non-Votes","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-31"}],"fact_type":"shareholder_vote"},{"claim_id":"9f3d07d3c02293eb4ba4ded34b2eceeed8608e4e","claim":"Elicio Therapeutics, Inc. shareholders approved To elect the Angion Board nominees, Itzhak Goldberg, M.D., F.A.C.R. and Allen R. Nissenson, M.D., to the Angion Board in the class of directors to hold office until the 2026 Annual Meeting of Stockholders at the 2023-05-31 meeting.","evidence_excerpt":"Proposal 4. To elect the Angion Board nominees, Itzhak Goldberg, M.D., F.A.C.R. and Allen R. Nissenson, M.D., to the Angion Board in the class of directors to hold office until the 2026 Annual Meeting of Stockholders: Name Votes For Votes Withheld Broker Non-Votes Itzhak Goldberg, M.D., F.A.C.R. 18,180,899 843,581 5,402,928 Allen R. Nissenson, M.D. 18,214,543 809,937 5,402,928","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-31"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}