Elicio Therapeutics, Inc.entered into a Subscription Agreement with returning investor, GKCC, LLC to issue 1,032,702 pre-funded warrants to purchase up to 1,032,702 shares of common stock, par value $0.01 per share, at a purchase price per Pre-Funded Warrant of $5.81 for a gross proceeds $5,999,998.62 on March 18, 2024. The Pre-Funded Warrants and the Pre-Funded Warrant Shares are being offered and sold without registration under the Securities Act of 1933, as amended, pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder and similar exemptions under applicable state laws in reliance on the following facts. The Pre-Funded Warrants will be exercisable at any time on or after the Closing Date at an exercise price equal to $0.01 per share, subject to adjustments as provided under the terms of the Pre-Funded Warrants, provided, however, that the Pre-Funded Warrants may not be exercised if, after giving effect or immediately prior to such exercise, the Purchaser, together with its affiliates and any other persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own more than 19.99% (the ?Maximum Percentage?) of the total number of issued and outstanding shares of Common Stock or voting power of the Company following such exercise, unless Stockholder Approval (defined below) has been obtained.

The closing of the Offering is expected to take place on March 19, 2024, subject to the satisfaction of customary closing conditions