重大事件
即時報告
8-K
2026-07-02
Elicio Therapeutics 公佈1,500萬美元註冊直接發行定價
AI 繁中摘要
📄 **8-K 申報**|Elicio Therapeutics 公佈1,500萬美元註冊直接發行定價
美國臨床階段生物科技公司 Elicio Therapeutics(納斯達克:ELTX)於2026年7月1日宣佈,已與兩家新基礎機構投資者及一名現有大型股東簽訂最終證券購買協議,以註冊直接發行方式出售合共4,380,313股普通股。預計發行總收益約1,500萬美元(未扣除配售代理費用及其他開支),發行將於2026年7月6日左右完成,受慣常交割條件規限。
資金用途方面,公司擬將淨收益連同現有現金、現金等價物及有價證券,主要用於資助 ELI-002 7P 在轉移性胰臟癌(PDAC)的 Phase 1 臨床開發,以及支援其餘管線及平台技術,同時用作營運資金及一般企業用途。
📌 是次發行由 Titan Partners(American Capital Partners 旗下)擔任主配售代理,B. Riley Securities 擔任聯合配售代理。發行根據有效期內 S-3 表格上架註冊聲明(文件編號 333-293861)進行,相關招股書補充文件將提交 SEC 並可於官方網站免費查閱。
🔬 **關於 ELI-002 7P**
ELI-002 是 Elicio 的核心候選產品,屬新型 AMP 癌症免疫療法,針對 KRAS 基因突變驅動的多種實體瘤(約佔所有實體瘤25%)。ELI-002 7P 為七肽配方,覆蓋最常見的七種 KRAS 突變,曾在隨機 Phase 2 AMPLIFY-7P 試驗中評估用於 mKRAS 陽性胰臟癌患者。根據頂線結果及事後分析,公司已調整 Phase 3 策略,聚焦於殘留腫瘤負荷較低及延長治療時間的患者。公司計劃在獲得資金後,於轉移性 PDAC 開展 Phase 1 研究,以快速評估臨床活性,並為未來聯合免疫檢查點抑制劑策略及輔助治療 Phase 3 試驗提供參考。此外,ELI-002 亦曾在 Phase 1 研究中用於 mKRAS 陽性結直腸癌患者,未來計劃擴展至肺癌等其他適應症。
📊 **對投資者的潛在影響**
是次發行將稀釋現有股東權益約4.4百萬股,但為公司帶來約1,500萬美元資金,有助延續核心管線開發。考慮到 ELI-002 7P 的 Phase 2 數據已促使公司調整臨床策略,Phase 1 在轉移性 PDAC 的結果將是關鍵催化劑。投資者需留意臨床試驗進度、資金消耗率及未來潛在融資需求(風險因素詳見公司年報及季報)。短期內股價可能受發行攤薄影響,但若 Phase 1 數據正面,可望提振市場信心。
展開英文正文
EX-99.1
5
tm2619637d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Elicio
Therapeutics Announces Pricing of $15 Million Registered Direct Offering
BOSTON,
July 01, 2026 — Elicio Therapeutics, Inc. (Nasdaq: ELTX) (“Elicio” or the “Company”),
a clinical-stage biotechnology company developing next-generation immunotherapies for KRAS-driven cancers, today announced that it
has entered into a definitive securities purchase agreement led by two new fundamental institutional investors with participation from
a large existing shareholder for the purchase of an aggregate of 4,380,313 shares of its common stock pursuant to a registered direct
offering (the “Offering”). The Offering is expected to result in gross proceeds of approximately $15 million, before deducting
placement agents’ fees and other Offering expenses. The closing of the Offering is expected to occur on or about July 6, 2026,
subject to the satisfaction of customary closing conditions. Elicio intends to use the net proceeds from the Offering, together with its
existing cash, cash equivalents and marketable securities, to primarily fund the planned Phase 1 clinical development of ELI-002 7P in
metastatic PDAC and Elicio’s pipeline and platform, as well as for working capital and general corporate purposes.
Titan Partners,
a division of American Capital Partners, is acting as lead placement agent for the Offering. B. Riley Securities, Inc. is
acting as co-placement agent for the Offering.
The Offering
is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-293861) initially filed with the Securities
and Exchange Commission ("SEC") on February 27, 2026, as amended on March 12, 2026, and declared effective by the
SEC on March 16, 2026 (the "Registration Statement"). The shares of common stock are being offered only by means of a prospectus,
including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying
prospectus relating to, and describing the terms of, the Offering will be filed with the SEC and will be available for free on the SEC’s
website at www.sec.gov. Electronic copies of the prospectus supplement and accompanying prospectus may also be obtained, when available,
by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007,
by phone at (929) 833-1246 or by email at [email protected], or B. Riley Securities, Inc. at 1655 Fort Myer Drive,
Suite 1200, Arlington, Virginia 22209, Attention: Syndicate Prospectus Department, by telephone at 703-312-9580 or by email at [email protected].
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy any of the securities, nor shall there be any sale of these securities in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state
or other jurisdiction.
About ELI-002
Elicio’s lead product candidate, ELI-002, is a structurally novel
investigational AMP cancer immunotherapy that targets cancers that are driven by mutations in the KRAS-gene—a prevalent driver of
many human cancers. ELI-002 is comprised of two powerful components that are built with Elicio’s proprietary AMP technology consisting
of AMP-modified mutant KRAS peptide antigens and ELI-004, an AMP-modified CpG oligodeoxynucleotide adjuvant that is available as an off-the-shelf
subcutaneous administration.
ELI-002 7P (7-peptide formulation) was evaluated in the randomized
Phase 2 AMPLIFY-7P trial in patients with mKRAS-driven pancreatic cancer (NCT05726864). The Phase 2 AMPLIFY-7P trial included patients
with mKRAS-positive pancreatic cancer who completed standard therapy but remain at high risk of relapse. Based on topline results and
post-hoc analyses, Elicio has refined its Phase 3 development strategy to focus on patients with lower residual disease burden and extended
treatment duration. Elicio intends to initiate a Phase 1 study in metastatic PDAC designed to provide a rapid assessment of clinical activity
through a focused, confirmatory study, subject to funding. Elicio plans to use the study findings to further evaluate checkpoint inhibitor
combinations and help inform future development strategies in metastatic PDAC and the adjuvant PDAC Phase 3 trial. At the time of the
Phase 2 AMPLIFY-7P analysis, data for overall survival remained immature. The ELI-002 7P formulation is designed to provide immune response
coverage against seven of the most common KRAS mutations present in 25% of all solid tumors, thereby increasing the potential patient
population for ELI-002.
About Elicio Therapeutics
Elicio Therapeutics, Inc.
(Nasdaq: ELTX) is a clinical-stage biotechnology company advancing novel immunotherapies for the treatment of high-prevalence cancers,
including mKRAS-positive pancreatic and colorectal cancers. Elicio intends to build on recent clinical findings in the personalized cancer
immunotherapy space to develop effective, off-the-shelf immunotherapies. Elicio’s AMP technology aims to enhance the education,
activation and amplification of cancer-specific T cells relative to conventional immunotherapy strategies, with the goal of promoting
durable cancer immunosurveillance in patients. Elicio’s ELI-002 7P lead program is an off-the-shelf immunotherapy candidate targeting
the most common KRAS mutations, which drive approximately 25% of all solid tumors. Off-the-shelf immunotherapy approaches have the potential
benefits of low cost, rapid commercial scale manufacturing, and rapid availability of drug to patients, especially in neo-adjuvant
settings and for prophylaxis in high-risk patients, contrary to personalized immunotherapy approaches. ELI-002 7P was evaluated in the
randomized Phase 2 AMPLIFY-7P trial in patients with mKRAS-positive pancreatic cancer who completed standard therapy, but remain at high
risk of relapse. Based on topline results and post-hoc analyses, Elicio has refined its Phase 3 development strategy to focus on patients
with lower residual disease burden and extended treatment duration. Elicio intends to initiate a Phase 1 study in metastatic PDAC designed
to provide a rapid assessment of clinical activity through a focused, confirmatory study, subject to funding. Elicio plans to use the
study findings to further evaluate checkpoint inhibitor combinations and help inform future development strategies in metastatic PDAC
and the adjuvant PDAC Phase 3 trial. ELI-002 also has been studied in patients with mKRAS-positive colorectal cancer in Phase 1 studies.
In the future, Elicio plans to expand ELI-002 7P to other indications, including mKRAS positive lung cancer and other mKRAS positive cancers.
Elicio’s pipeline includes additional off-the-shelf therapeutic cancer immunotherapy candidates, including ELI-007 and ELI-008,
that target BRAF-driven cancers and p53 hotspot mutations, respectively.
Cautionary Note on Forward-Looking Statements
Certain statements
contained in this communication regarding matters that are not historical facts, are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as
the PSLRA. These include statements regarding Elicio’s intended use of proceeds from the Offering, the timing of the completion
of the Offering, and the satisfaction of customary closing conditions for the Offering. No forward-looking statement can be guaranteed,
and actual results may differ materially from those projected. Elicio undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Elicio uses words
such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,”
“could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,”
“objective,” “plan,” “predict,” “potential,” “positioned,” “seek,”
“should,” “target,” “will,” “would,” and similar expressions to identify these forward-looking
statements that are intended to be covered by the safe-harbor provisions of the PSLRA. Such forward-looking statements are based on Elicio’s
expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in
the statements due to a number of factors, including, but not limited to, Elicio’s plans to develop and commercialize its product
candidates, including ELI-002 7P; the timing of initiation of Elicio’s planned clinical trials; the timing of the availability of
data from Elicio’s clinical trials; the timing of any planned investigational new drug application or new drug application; Elicio’s
plans to research, develop and commercialize its current and future product candidates; and Elicio’s estimates regarding future
revenue, expenses, capital requirements and need for additional financing.
New factors
emerge from time to time, and it is not possible for Elicio to predict all such factors, nor can Elicio assess the impact of each such
factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements. These risks are more fully discussed under the heading “Risk Factors”
in Elicio’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026,
as amended on April 29, 2026, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC
on May 11, 2026, and any subsequent reports and other documents filed from time to time with the SEC. Forward-looking statements
included in this release are based on information available to Elicio as of the date of this release. Elicio does not undertake any obligation
to update such forward-looking statements to reflect events or circumstances after the date of this release, except to the extent required
by law.
Investor Relations Contact
Brian Ritchie
LifeSci Advisors
(212) 915-2578
[email protected]
Media Contact
Michael Fitzhugh
LifeSci Communications
(415) 269-7757
[email protected]