Sec Form 4/A Filing - Venkatesan Jay @ Elicio Therapeutics, Inc. - 2024-06-28

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Venkatesan Jay 2. Issuer Name and Ticker or Trading Symbol Elicio Therapeutics, Inc. [ ELTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ELICIO THERAPEUTICS, INC., 451 D STREET, 5TH FLOOR, SUITE 501 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2024 (Street) BOSTON, MA02210 4. If Amendment, Date Original Filed (MM/DD/YY) 07/02/2024 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Warrants $ 5 06/28/2024 P 50,000 ( 1 ) ( 2 ) Common Stock 50,000 $ 0 50,000 D ( 3 ) Pre-Funded Warrants $ 0.01 06/28/2024 P 50,000 ( 4 ) ( 5 ) Common Stock 50,000 $ 4.99 50,000 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Venkatesan Jay C/O ELICIO THERAPEUTICS, INC. 451 D STREET, 5TH FLOOR, SUITE 501 BOSTON, MA02210 X Signatures /s/ Jay Venkatesan 01/02/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Common Warrant will be exercisable by the holder at any time on or after July 1, 2024 at an exercise price equal to $5.00 per share, subject to adjustments as provided under the terms of the Common Warrant, subject to a post-exercise beneficial ownership limitation of 4.99%. ( 2 )The Common Warrants expire on July 1, 2029. ( 3 )On July 2, 2024, the Reporting Person mistakenly filed a Form 4 reporting the acquisition of an additional 150,000 Common Warrants and 150,000 Pre-Funded Warrants. The Reporting Person is not the beneficial owner of such Common Warrants or Pre-Funded Warrants. As of January 2, 2025, the Reporting Person owned only the Common Warrants and Pre-Funded Warrants reported herein. ( 4 )Each Pre-Funded Warrant will be exercisable by the holder at any time on or after July 1, 2024 at an exercise price equal to $0.01 per share, subject to adjustments as provided under the terms of the Pre-Funded Warrant, subject to a post-exercise beneficial ownership limitation of 4.99%. ( 5 )The Pre-Funded Warrants do not have an expiration date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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