Sec Form 3 Filing - DeMuth Peter @ Elicio Therapeutics, Inc. - 2023-06-01

FORM 3 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 DeMuth Peter 2. Issuer Name and Ticker or Trading Symbol Elicio Therapeutics, Inc. [ ELTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Scientific Officer (Last) (First) (Middle) C/O ELICIO THERAPEUTICS, INC., 451 D STREET, 5TH FLOOR, SUITE 501 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2023 (Street) BOSTON, MA02210 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Stock Option (right to buy) ( 1 ) $ 4.42 ( 2 ) 12/27/2027 Common Stock 181 ( 2 ) D Stock Option (right to buy) ( 1 ) $ 4.42 ( 3 ) 12/10/2025 Common Stock 362 ( 3 ) D Stock Option (right to buy) ( 1 ) $ 4.42 ( 4 ) 11/04/2026 Common Stock 362 ( 4 ) D Stock Option (right to buy) ( 1 ) $ 4.42 ( 5 ) 12/18/2024 Common Stock 381 ( 5 ) D Stock Option (right to buy) ( 1 ) $ 13.81 ( 6 ) 03/31/2032 Common Stock 14,479 ( 6 ) D Stock Option (right to buy) ( 1 ) $ 4.42 ( 7 ) 03/20/2028 Common Stock 814 ( 7 ) D Stock Option (right to buy) ( 1 ) $ 12.71 ( 8 ) 02/26/2031 Common Stock 905 ( 8 ) D Stock Option (right to buy) ( 1 ) $ 4.42 ( 9 ) 10/02/2027 Common Stock 1,448 ( 9 ) D Stock Option (right to buy) ( 1 ) $ 9.94 ( 10 ) 10/12/2028 Common Stock 2,476 ( 10 ) D Stock Option (right to buy) ( 1 ) $ 9.39 ( 11 ) 03/24/2030 Common Stock 8,145 ( 11 ) D Stock Option (right to buy) ( 1 ) $ 3.87 ( 12 ) 11/28/2032 Common Stock 60,746 ( 12 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DeMuth Peter C/O ELICIO THERAPEUTICS, INC. 451 D STREET, 5TH FLOOR, SUITE 501 BOSTON, MA02210 Chief Scientific Officer Signatures /s/ Nishant M. Dharia, Attorney-in-fact 06/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of capital stock of the corporation then known as Elicio Therapeutics, Inc. ("Old Elicio") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of January 17, 2023, by and among the Issuer, Arkham Merger Sub, Inc. and Old Elicio (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of capital stock was exchanged for 0.018 1 shares of the Issuer's common stock, giving effect to a reverse split of the Issuer's common stock of 10-to-1. ( 2 )Represents 181 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. ( 3 )Represents 362 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. ( 4 )Represents 362 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. ( 5 )Represents 381 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. ( 6 )Represents 14,479 stock options granted under the Issuer's 2012 Equity Incentive Plan. Twenty five percent (25%) of the stock options vest on the one-year anniversary of March 23, 2022 with the remaining options vesting in monthly installments over a three-year period thereafter. ( 7 )Represents 814 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. ( 8 )Represents 905 stock options granted under the Issuer's 2012 Equity Incentive Plan. Twenty five percent (25%) of the stock options vest on the one-year anniversary of February 26, 2021 with the remaining options vesting in monthly installments over a three-year period thereafter. ( 9 )Represents 1,448 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. ( 10 )Represents 2,476 stock options granted under the Issuer's 2012 Equity Incentive Plan. The stock options are fully vested. ( 11 )Represents 8,145 stock options granted under the Issuer's 2012 Equity Incentive Plan. Twenty five percent (25%) of the stock options vest on the one-year anniversary of March 24, 2022 with the remaining options vesting in monthly installments over a three-year period thereafter. ( 12 )Represents 60,746 stock options granted under the Issuer's 2012 Equity Incentive Plan. The options vest in equal monthly installments over three years, beginning of November 28, 2022.

Remarks: Exhibit 24.1 - Power of Attorney.

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

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