--- 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" generated_at: "2026-06-14T08:16:34.013310+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Angion completes merger with Elicio, becomes Elicio Therapeutics; ticker changes to ELTX ## Summary - 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). ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 2.01, 3.03, 4.01, 5.01, 5.02, 5.03, 5.07, 7.01, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-028077 - JSON: https://secwatch.observer/filing/0001140361-23-028077.json - Plain text: https://secwatch.observer/filing/0001140361-23-028077.txt ## Key facts - Auditor Changes Elicio Therapeutics, Inc. dismissed Moss Adams LLP as its auditor. - Action: dismissal - Auditor: Moss Adams LLP - Successor: Baker Tilly US, LLP source text: (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_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Auditor Changes Elicio Therapeutics, Inc. engaged Baker Tilly US, LLP as its auditor. - Action: engagement - Auditor: Baker Tilly US, LLP source text: (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_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Annette Matthies was appointed as Chief Business Officer at Elicio Therapeutics, Inc.. - Action: appointed - Role: Chief Business Officer source text: Annette Matthies, Ph.D. 46 Chief Business Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Yekaterina (Katie) Chudnovsky was appointed as Class I Director at Elicio Therapeutics, Inc.. - Action: appointed - Role: Class I Director source text: Yekaterina (Katie) Chudnovsky 38 Class I Director evidence_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Brian Piekos was appointed as Chief Financial Officer at Elicio Therapeutics, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Brian Piekos 48 Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Gregory S. Curhan was terminated as Chief Financial Officer at Elicio Therapeutics, Inc.. - Action: terminated - Role: Chief Financial Officer source text: (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_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Jay R. Venkatesan was terminated as other at Elicio Therapeutics, Inc.. - Action: terminated source text: (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_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Christopher Haqq was appointed as Executive Vice President, Head of Research and Development and Chief Medical Officer at Elicio Therapeutics, Inc.. - Action: appointed - Role: Executive Vice President, Head of Research and Development and Chief Medical Officer source text: Christopher Haqq, M.D., Ph.D. 57 Executive Vice President, Head of Research and Development and Chief Medical Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Julian Adams was appointed as Chair of the Board and Class III Director at Elicio Therapeutics, Inc.. - Action: appointed - Role: Chair of the Board and Class III Director source text: Julian Adams, Ph.D. 68 Chair of the Board and Class III Director evidence_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Victor F. Ganzi resigned as director (resigned) at Elicio Therapeutics, Inc.. - Action: resigned - Role: director (resigned) source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Itzhak D. Goldberg resigned as director (resigned) at Elicio Therapeutics, Inc.. - Action: resigned - Role: director (resigned) source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Robert R. Ruffolo, Jr. was appointed as Class II Director at Elicio Therapeutics, Inc.. - Action: appointed - Role: Class II Director source text: Robert R. Ruffolo, Jr., Ph.D., FCPP 73 Class II Director evidence_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Ms. Rhodes changed role as Executive Vice President, Chief Business Officer, General Counsel, Chief Compliance Officer and Corporate Secretary at Elicio Therapeutics, Inc.. - Action: stepped down - Role: Executive Vice President, Chief Business Officer, General Counsel, Chief Compliance Officer and Corporate Secretary source text: Ms. Rhodes, the former Executive Vice President, Chief Business Officer, General Counsel, Chief Compliance Officer and Corporate Secretary, will step down from each such respective role, but will continue to be employed by the Company for a period of 30 days. evidence_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Robert Connelly was appointed as Chief Executive Officer, President and Class I Director at Elicio Therapeutics, Inc.. - Action: appointed - Role: Chief Executive Officer, President and Class I Director source text: Robert Connelly 63 Chief Executive Officer, President and Class I Director evidence_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Assaf Segal was appointed as Class II Director at Elicio Therapeutics, Inc.. - Action: appointed - Role: Class II Director source text: Assaf Segal 51 Class II Director evidence_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Peter DeMuth was appointed as Chief Scientific Officer at Elicio Therapeutics, Inc.. - Action: appointed - Role: Chief Scientific Officer source text: Peter DeMuth, Ph.D. 37 Chief Scientific Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Gilbert S. Omenn resigned as director (resigned) at Elicio Therapeutics, Inc.. - Action: resigned - Role: director (resigned) source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Executive change Carol Ashe was appointed as Class III Director at Elicio Therapeutics, Inc.. - Action: appointed - Role: Class III Director source text: Carol Ashe 65 Class III Director evidence_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Governance Changes Elicio Therapeutics, Inc.: Name change amendment from Angion Biomedica Corp. to Elicio Therapeutics, Inc (effective 2023-06-01). - Change: charter amendment - Effective: 2023-06-01 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - M&A Transactions Elicio Therapeutics, Inc. underwent a change of control involving Elicio Therapeutics, Inc. (closed 2023-06-01). - Action: change of control - Counterparty: Elicio Therapeutics, Inc. - Closing: 2023-06-01 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Shareholder Votes 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. - Proposal: reverse split - Outcome: passed - Meeting: 2023-05-31 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Shareholder Votes 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. - Proposal: merger approval - Outcome: passed - Meeting: 2023-05-31 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-31 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm - Shareholder Votes 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. - Proposal: director election - Outcome: passed - Meeting: 2023-05-31 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1601485/000114036123028077/0001140361-23-028077-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.