Elicio Therapeutics Announces New \$100 Million At-the-Market (ATM) Equity Offering Program

Key Highlights

• Elicio Therapeutics, Inc. enters into a new At Market Issuance Sales Agreement for up to \$100 million in common stock.
• The program is established with B. Riley Securities, Inc., JonesTrading Institutional Services LLC, and Ladenburg Thalmann & Co. Inc. as sales agents.
• The offering is made pursuant to an effective shelf registration statement covering up to \$400 million of securities.
• This program replaces a previous Capital on Demand Sales Agreement from 2024.
• Legal opinion confirming validity of the shares provided by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Full Details for Investors

On March 16, 2026, Elicio Therapeutics, Inc. (Nasdaq: ELTX) announced the execution of a significant new capital raising initiative via an At Market Issuance Sales Agreement (“ATM”). The company may offer and sell, at its discretion, up to \$100 million worth of its common stock (par value \$0.01 per share) in “at-the-market” transactions. These shares (“Placement Shares”) will be issued and sold through or to B. Riley Securities, Inc., JonesTrading Institutional Services LLC, and Ladenburg Thalmann & Co. Inc., acting as sales agents or principals.

This ATM program allows Elicio Therapeutics to raise capital over time, at market prices, providing the company with flexibility to address capital needs, pursue growth initiatives, and manage its balance sheet.

Details of the ATM Program

• Aggregate Amount: Up to \$100 million of common stock may be issued and sold from time to time, at the company’s sole discretion.
• Sales Agents: B. Riley Securities, Inc., JonesTrading Institutional Services LLC, and Ladenburg Thalmann & Co. Inc. will act as the sales agents and may also purchase shares as principals.
• Legal Opinion: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. confirmed that the shares to be issued have been duly authorized and will be validly issued, fully paid, and nonassessable.
• Registration Statement: The shares are being offered under a shelf registration statement on Form S-3 (File No. 333-293861) that became effective on March 16, 2026, allowing Elicio to issue up to \$400 million in securities, of which the ATM program is a part.
• Replacement of Prior Program: This new agreement replaces the earlier Capital on Demand™ Sales Agreement dated June 3, 2024, which is now terminated.
• Exhibits Filed: The company filed the Sales Agreement (Exhibit 10.1), the Mintz opinion (Exhibit 5.1), and related consents as part of the 8-K report.

Shareholder Impact and Price Sensitivity

• Dilution Risk: The issuance of up to \$100 million in new shares could dilute existing shareholders, which could put downward pressure on the share price, depending on the volume and timing of actual sales.
• Capital Strengthening: Access to additional capital may strengthen Elicio’s financial position, support ongoing R&D activities, business development, and potential partnerships or acquisitions.
• Market Perception: ATM programs can be viewed positively as a flexible funding tool, but investors should monitor the pace of share issuance and its impact on per-share metrics.
• No Immediate Offer or Sale: The filing of the program itself is not an immediate offer or sale; shares will be sold only at the company’s discretion and as market conditions warrant.

Additional Important Information

• This 8-K filing does not constitute an offer to sell or the solicitation of an offer to buy shares in any jurisdiction where such an offer or sale would be unlawful. Any such offer will be made only by the prospectus and prospectus supplement filed with the SEC.
• The company remains an “emerging growth company” under applicable SEC rules.
• The ATM shares will be listed on the Nasdaq Capital Market under the symbol ELTX.
• The company’s financial statements, as referenced, are stated to be in conformity with U.S. GAAP and audited by Baker Tilly US, LLP, an independent PCAOB-registered firm.
• Elicio states it is not aware of any material adverse changes, undisclosed liabilities, or pending litigation that would materially affect the company at the time of the filing.

What Investors Should Watch

Shareholders and potential investors should closely monitor:

• The actual rate of share issuance and proceeds received under the ATM program.
• Any future SEC filings, earnings releases, and business updates that may indicate use of proceeds, business developments, or shifts in company strategy.
• Potential dilution and its effect on earnings per share and ownership percentages.
• Overall capital allocation and strategic use of funds raised via this flexible ATM facility.

Disclaimer: This summary is for informational purposes only and does not constitute investment advice, an offer to sell, or the solicitation of an offer to buy any securities. Investors should consult the full SEC filings and consult with their financial advisor before making any investment decisions. Forward-looking statements are subject to risks and uncertainties. The company’s actual results may differ materially from those discussed herein.

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