Elicio Therapeutics, Inc. Form S-1/A Filed 2021-07-13
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SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2021-07-13 SEC Accession No. 0001193125-21-213558 (HTML Version on secdatabase.com) FILER Elicio Therapeutics, Inc. Mailing Address Business Address ONE KENDALL SQUARE ONE KENDALL SQUARE CIK:1555192| IRS No.: 452966790 | State of Incorp.:DE | Fiscal Year End: 1231 BUILDING 1400 WEST, BUILDING 1400 WEST, Type: S-1/A | Act: 33 | File No.: 333-257480 | Film No.: 211086788 SUITE 14303 SUITE 14303 SIC: 2834 Pharmaceutical preparations CAMBRIDGE MA 02139 CAMBRIDGE MA 02139 857-209-0056 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on July 13, 2021 Registration No. 333-257480 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ELICIO THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 2834 45-2966790 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) One Kendall Square Building 1400 West, Suite 14303 Cambridge, MA 02139 (857) 209-0050 (Address, including zip code, and telephone number, including area code, of Registrants principal executive offices) Robert Connelly Chief Executive Officer Elicio Therapeutics, Inc. One Kendall Square Building 1400 West, Suite 14303 Cambridge, MA 02139 (857) 209-0050 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: John J. Concannon III Kristen E. Ferris Michael D. Maline Bryan S. Keighery Goulston & Storrs PC Anna K. Spence Morgan, Lewis & Bockius LLP 400 Atlantic Avenue DLA Piper LLP (US) One Federal Street Boston, MA 02110 1251 Avenue of the Americas Boston, MA 02110 (617) 482-1776 New York, New York 10020 (617) 951-8000 (212) 335-4500 Approximate date of commencement of the proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Maximum Title of Each Class of Aggregate Amount of Securities to be Registered Offering Price(1) Registration Fee(2) Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Common Stock, $0.01 par value per share $46,000,000 $5,019 (1) Includes offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. The Registrant previously paid $5,019 of the registration fee in connection with prior filings of this Registration Statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS, DATED JULY 13, 2021 3,076,924 Shares Common Stock This is the initial public offering of shares of common stock of Elicio Therapeutics, Inc. We are offering 3,076,924 shares of our common stock. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share of common stock will be between $12.00 and $14.00. We have applied for listing of our common stock on The Nasdaq Capital Market under the symbol ELTX. We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, and will be subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. See SummaryImplications of Being an Emerging Growth Company and Smaller Reporting Company. Investing in our common stock is highly speculative and involves a high degree of risk. See Risk Factors beginning on page 12. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public Offering Price $ $ Underwriting Discount and Commissions(a) $ $ Proceeds, before expenses, to Elicio Therapeutics, Inc. $ $ (a) See Underwriting for a complete description on the compensation payable to the underwriters. We have granted the underwriters the option for a period of 30 days to purchase up to an additional 461,538 shares of common stock at the initial price to the public, less the underwriting discount. The underwriters expect to deliver the shares against payment to purchasers on or about , 2021 through the book-entry facilities of The Depository Trust Company. BTIG Oppenheimer & Co. National Securities Corporation Prospectus dated , 2021 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Prospectus Summary 1 Risk Factors 12 Cautionary Statement Regarding Forward-Looking Statements 65 Market and Industry Data 67 Dividend Policy 67 Use of Proceeds 68 Capitalization 69 Dilution 71 Selected Financial Data 73 Managements Discussion and Analysis of Financial Condition and Results of Operations 75 Business 89 Management 139 Executive and Director Compensation 147 Certain Relationships and Related Party Transactions 160 Principal Stockholders 164 Description of Capital Stock 166 Shares Eligible for Future Sale 170 Material United States Federal Income and Estate Tax Consequences to Non-U.S. Holders of our Common Stock 173 Underwriting 177 Legal Matters 184 Experts 184 Where You Can Find More Information 184 Index to Financial Statements F-1 Neither we nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any related free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of the time of delivery of this prospectus or any sale of shares of common stock. Our business, financial condition,