Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
Elicio Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
28657F103 (CUSIP Number) |
GKCC, Incl 501 Silverside Road, Suite 87AVA Wilmington, DE, 19809 (302) 992-8882 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 28657F103 |
| 1 |
Name of reporting person
GKCC, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,752,139.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Includes (a) 5,416,212 shares of Common Stock held directly by GKCC, LLC ("GKCC"), (b) 2,632,702 shares of Common Stock underlying Pre-Funded Warrants exercisable within 60 days, and (c) 1,703,225 shares of Common Stock underlying Common Warrants exercisable within 60 days. The shares are held of record by GKCC, LLC. Yekaterina Chudnovsky has sole voting and investment control over the shares held by GKCC, LLC and may be deemed to beneficially own such shares. Percentage ownership is based on (a) 15,996,976 shares of Common Stock of the Issuer outstanding as of May 9, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025, (b) 2,632,702 shares of Common Stock underlying Pre-Funded Warrants exercisable within 60 days and (d) 1,703,225 shares of Common Stock underlying Common Warrants exercisable within 60 days.
SCHEDULE 13D
|
| CUSIP No. | 28657F103 |
| 1 |
Name of reporting person
Yekaterina Chudnovsky | ||||||||
| 2 | Check the app
ropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,764,864.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (a) 12,725 shares of the common stock, par value $0.01 per share ("Common Stock") of Elicio Therapeutics, Inc. (the "Issuer"), (b) 5,416,212 shares of Common Stock held directly by GKCC, LLC ("GKCC"), (c) 2,632,702 shares of Common Stock underlying pre-funded warrants ("Pre-Funded Warrants") exercisable within 60 days, and (d) 1,703,225 shares of Common Stock underlying common warrants ("Common Warrants") exercisable within 60 days. Percentage ownership is based on (a) 15,996,976 shares of Common Stock of the Issuer outstanding as of May 9, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 13, 2025, (b) 2,632,702 shares of Common Stock underlying Pre-Funded Warrants exercisable within 60 days and (c) 1,703,225 shares of Common Stock underlying Common Warrants exercisable within 60 days.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Elicio Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
451 D Street, 5th Floor, Suite 501, Boston,
MASSACHUSETTS
, 02210. | |
Item 1 Comment:
This Amendment No. 6 ("Amendment") amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on June 14, 2023 (as amended to date, the "Original Statement"), which relates to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Elicio Therapeutics, Inc. (the "Issuer"). Except as otherwise described herein, the information contained in the Original Statement remains in effect. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented as follows: On June 3, 2025, the Issuer issued to GKCC warrants to purchase up to 103,225 shares of the Issuer's Common Stock (the "2025 Warrants" and together with the ) with an exercise price of $7.75. The 2025 Warrants are exercisable at any time after June 3, 2025 and expire on June 3, 2030. GKCC will not have the right to exercise any portion of the 2025 Warrants if GKCC would beneficially own in excess of 49.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. The 2025 Warrants were issued in connection with a note purchase agreement, dated as of June 3, 2025, by and between the Issuer and GKCC pursuant to which the Issuer issued to GKCC a Senior Secured Promissory Note due June 3, 2028 in the principal amount of $10.0 million. The foregoing summary of certain terms of the 2025 Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Warrant, which is attached hereto as Exhibit 1 and is incorporated by reference herein. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows: The response to Item 3 of this Schedule 13D is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and supplemented as follows: (a, b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. As of the date of this Schedule 13D, Ms. Chudnovsky may be deemed to beneficially own, in the aggregate, 9,764,864shares of Common Stock, which represents approximately 48.0% of the shares of Common Stock outstanding. Ms. Chudnovsky's beneficial ownership consists of (i) 12,725 shares of Common Stock held directly by Ms. Chudnovsky, (ii) 5,416,212 shares of Common Stock held directly by GKCC, LLC, (iii) 2,632,702 shares of Common Stock underlying Pre-Funded Warrants exercisable within 60 days, and (iv) 1,703,225 shares of Common Stock underlying Common Warrants exercisable within 60 days. The foregoing beneficial ownership percentages are based upon (i) a total of 15,996,976 shares of Common Stock of the Issuer outstanding as of May 9, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q as filed with the SEC on May 13, 2025, (ii) 2,632,702 shares of Common Stock underlying Pre-Funded Warrants exercisable within 60 days and (iii) 1,703,225 shares of Common Stock underlying Common Warrants exercisable within 60 days. (c) The response to Item 3 is incorporated by reference herein. Except as set forth in this Schedule 13D, no transactions in the shares of Common Stock have been effected by the Reporting Persons within the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows: The response to Item 3 of this Schedule 13D is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Form of Warrant (incorporated by reference to Exhibit 4.2 to Elicio Therapeutics, Inc.'s Form 8-K filed on June 4, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|