Sec Form 13D Filing - Clal Biotechnology Industries Ltd. @ Elicio Therapeutics Inc.

Sec Form 13D Filing - Clal Biotechnology Industries Ltd. filing for Elicio Therapeutics Inc. (ELTX) - 2024-04-10

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Elicio Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

28657F103

(CUSIP Number)

Alejandro Moreno

Langhorne S. Perrow

c/o Access Industries, Inc.

40 West 57th Street, 28th Floor

New York, New York 10019

(212) 247-6400

with copies to:

Nicholas P. Pellicani

Debevoise & Plimpton LLP

65 Gresham Street

EC2V 7NQ

London

+ 44 20 7786 9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 8, 2024

(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

CUSIP No. 28657F103


9		SOLE DISPOSITIVE POWER 0 shares
10		SHARED DISPOSITIVE POWER 481,727 shares
11		&# x2002;AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 481,727 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 4.68%⁽¹⁾
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (Limited Liability Company)

(1)

All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 10,235,469 shares of Common Stock issued and outstanding as of March 26, 2024, as set forth in the Issuer’s annual report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024.

CUSIP No. 28657F103


9		SOLE DISPOSITIVE POWER 0 shares
10		SHARED DISPOSITIVE POWER 481,727 shares
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 481,727 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 4.68%⁽¹⁾
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (Limited Liability Company)

(1)

CUSIP No. 28657F103


9		SOLE DISPOSITIVE POWER 0 shares
10		SHARED DISPOSITIVE POWER 481,727 shares
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 481,727 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 4.68%⁽¹⁾
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (Limited Liability Company)

(1)

CUSIP No. 28657F103


9		SOLE DISPOSITIVE POWER 0 shares
10		SHARED DISPOSITIVE POWER 481,727 shares
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 481,727 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 4.68%⁽¹⁾
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1)

CUSIP No. 28657F103


9		SOLE DISPOSITIVE POWER 481,727 shares
10		SHARED DISPOSITIVE POWER 0 shares
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 481,727 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 4.68%⁽¹⁾
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1)

CUSIP No. 28657F103


9		SOLE DISPOSITIVE POWER 0 shares
10		SHARED DISPOSITIVE POWER 481,727 shares
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 481,727 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 4.68%⁽¹⁾
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)

CONTINUATION PAGES TO SCHEDULE 13D

This Amendment No. 4 to Schedule 13D is being filed by Access Industries Holdings LLC (“AIH”), Access Industries Management, LLC (“AIM”), Access Industries, LLC (“Access LLC”), Clal Industries Ltd. (“CI”), Clal Biotechnology Industries Ltd. (“CBI”) and Len Blavatnik (collectively, the “Reporting Persons”, and each, a “Reporting Person”) to report certain changes in beneficial ownership of common stock, $0.01 par value per share (the “Common Stock”) of Elicio Therapeutics, Inc. (the “Issuer”) held by the Reporting Persons. The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as an exhibit hereto.

The Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on June 12, 2023, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on August 30, 2023, Amendment No. 2 to the Schedule 13D filed by the Reporting Persons with the SEC on December 27, 2023, and Amendment No. 3 to the Schedule 13D filed by the Reporting Persons with the SEC on March 20, 2024 (together, the “Schedule”), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 4. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.

Item 5

Interest in Securities of the Issuer

Items 5(a) and (b) and (c) to the Schedule are hereby amended and restated as follows:

(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Stock (including but not limited to footnotes to such information) are incorporated herein by reference.

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.

416,570 shares of Common Stock and 65,157 warrants to purchase shares of Common Stock at an exercise price of $60.77 are owned directly by CBI and each of AIH, Access LLC, AIM, CI and Mr. Blavatnik may be deemed to share voting and investment power over the securities owned by CBI because (i) Len Blavatnik controls AIM, AIH, Access LLC and AI International GP Limited (the general partner of AI SMS, as defined below), (ii) Access LLC controls a majority of the outstanding voting interests in AIH, (iii) AIM controls Access LLC and AIH, (iv) AIH owns a majority of the equity of AI SMS L.P. (“AI SMS”), (v) AI SMS owns a majority of the equity of AI Diversified Holdings Ltd. (“Holdings Limited”), (vi) Holdings Limited owns AI Diversified Parent S.à r.l., which owns AI Diversified Holdings S.à r.l., which owns Access AI Ltd (“Access AI”), (vii) Access AI wholly owns CI and (viii) CI is the controlling shareholder of CBI. Each of the Reporting Persons (other than CBI), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of the securities held directly by CBI.

(c) The following transactions in the Issuer’s securities have been effected by Reporting Persons since the Schedule was last filed by the Reporting Persons, on March 20, 2024:

On March 20, 2024, CBI sold 7,489 shares of Common Stock at a weighted average price of $6.5638 in open market transactions.¹

On March 21, 2024, CBI sold 2,106 shares of Common Stock at a price of $6.7500 in open market transactions.

¹	The shares were sold in multiple transactions ranging from $6.81 to $6.50, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

On March 22, 2024, CBI sold 5,000 shares of Common Stock at a weighted average price of $6.6299 in open market transactions.²

On March 25, 2024, CBI sold 4,783 shares of Common Stock at a weighted average price of $6.9144 in open market transactions.³

On March 26, 2024, CBI sold 5,000 shares of Common Stock at a weighted average price of $7.0237 in open market transactions.⁴

On March 27, 2024, CBI sold 15,000 shares of Common Stock at a weighted average price of $7.3000 in open market transactions.⁵

On March 28, 2024, CBI sold 4,959 shares of Common Stock at a price of $7.8000 in open market transactions.

On April 1, 2024, CBI sold 1,010 shares of Common Stock at a price of $7.2500 in open market transactions.

On April 2, 2024, CBI sold 8,850 shares of Common Stock at a weighted average price of $7.5398 in open market transactions.⁶

On April 3, 2024, CBI sold 8,630 shares of Common Stock at a weighted average price of $7.4948 in open market transactions.⁷

On April 4, 2024, CBI sold 10,000 shares of Common Stock at a price of $7.5000 in open market transactions.

On April 5, 2024, CBI sold 10,000 shares of Common Stock at a weighted average price of $7.5036 in open market transactions.⁸

²	The shares were sold in multiple transactions ranging from $6.81 to $6.60, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

³	The shares were sold in multiple transactions ranging from $6.96 to $6.90, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

⁴	The shares were sold in multiple transactions ranging from $7.16 to $7.00, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

⁵	The shares were sold in multiple transactions ranging from $7.40 to $7.20, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

⁶	The shares were sold in multiple transactions ranging from $7.60 to $7.50, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

⁷	The shares were sold in multiple transactions ranging from $7.50 to $7.45, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

⁸	The shares were sold in multiple transactions ranging from $7.55 to $7.50, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

On April 8, 2024, CBI sold 31,518 shares of Common Stock at a weighted average price of $9.4351 in open market transactions.⁹

On April 9, 2024, CBI sold 3,125 shares of Common Stock at a price of $9.1000 in open market transactions.

The disclosure in Item 5(e) to the Schedule is hereby amended and supplemented as follows:

(e) As of April 8, 2024, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s outstanding shares of Common Stock.

Item 7

Materials to Be Filed as Exhibits


Exhibit		Description

99.8		Joint Filing Agreement, dated as of April 10, 2024.

⁹	The shares were sold in multiple transactions ranging from $9.60 to $9.20, inclusive. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

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.

Date: April 10, 2024


ACCESS INDUSTRIES HOLDINGS LLC		By: Access Industries Management, LLC, its Manager /s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President

ACCESS INDUSTRIES MANAGEMENT, LLC		/s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President

ACCESS INDUSTRIES, LLC		By: Access Industries Management, LLC, its Manager /s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President

CLAL INDUSTRIES LTD.		/s/ Nufar Malovani Name: Nufar Malovani Title: Deputy CEO and General Counsel /s/ Alon Heller Name: Alon Heller Title: Vice President

CLAL BIOTECHNOLOGY INDUSTRIES LTD.		/s/ Liat Nissan Name: Liat Nissan Title: Chief Financial Officer /s/ Nufar Malovani Name: Nufar Malovani Title: Director

		* Name: Len Blavatnik

*	The undersigned, by signing his name hereto, executes this Amendment No. 4 to Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.


By:		/s/ Alejandro Moreno
		Name: Alejandro Moreno
		Attorney-in-Fact

NAME OF REPORTING PERSON.

Access Industries Holdings LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☐

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

SC