Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Elicio Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

28657F103

(CUSIP Number)

GKCC, LLC

501 Silverside Road, Suite 87AVA

Wilmington, DE 19809

(302) 992-8882

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

December 22, 2023

(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 §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ☐

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 28657F103		SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
	Yekaterina Chudnovsky

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not Applicable.

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,920,164(1)

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			1,920,164(1)

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,920,164

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.99%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)

Consists of (a) 4,525 shares of the common stock of Elicio Therapeutics, Inc. (the “Issuer”) subject to options, twenty-five percent (25%) of which vested on the one-year anniversary of December 6, 2022, with the remaining options vesting in equal monthly installments over a two-year period thereafter, and (b) 1,915,639 shares of the Issuer’s common stock held directly by GKCC, LLC.

(2)	Percentage ownership is based on 9,605,651 shares of common stock of the Issuer outstanding as of December 22, 2023, as reported by the Issuer to the Reporting Persons.


CUSIP No. 28657F103							SCHEDULE 13D

1	NAMES OF REPORTING PERSONS
	GKCC, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not Applicable.

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			1,915,639(1)

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,915,639(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,915,639

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.94%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	The shares are held of record by GKCC, LLC. Yekaterina Chudnovsky has sole voting and investment control over the shares held by GKCC, LLC and may be deemed to beneficially own such shares. Yekaterina Chudnovsky does not directly own any securities of the Issuer.

(2)	Percentage ownership is based on 9,605,651 shares of common stock of the Issuer outstanding as of December 22, 2023, as reported by the Issuer to the Reporting Persons.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented as follows:

On December 22, 2023, the Issuer entered into a Subscription Agreement (the “Subscription Agreement”) with GKCC, LLC, providing for the issuance and sale by the Issuer to GKCC, LLC of an aggregate of 1,213,000 shares of the Issuer’s Common Stock, at a purchase price per share of $5.81. The gross proceeds to the Issuer were approximately $7.0 million.

The foregoing description of the Subscription Agreement is qualified in its entirety by reference to the full text of the Form of Subscription Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13D and incorporated herein by reference.

Item 4. Purpose of the Transaction

Item 4 is hereby amended and supplemented as follows:

The response to Item 3 of this Schedule 13D is incorporated by reference herein.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and supplemented as follows:

(a, b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. As of the date of this Schedule 13D, Ms. Chudnovsky may be deemed to beneficially own, in the aggregate, 1,920,164 shares of Common Stock, which represents approximately 19.99% of the shares of Common Stock outstanding.

Ms. Chudnovsky’s beneficial ownership consists of (i) an option to purchase up to 4,525 shares of Common Stock, twenty five percent (25%) of which vested on the one-year anniversary of December 6, 2022, with the remaining options vesting in equal monthly installments over a two-year period thereafter, and (ii) 1,915,639 shares of Common Stock held directly by GKCC, which represents approximately 19.94% of the shares of Common Stock outstanding.

The foregoing beneficial ownership percentages are based on (i) a total of 9,605,651 shares of Common Stock outstanding as of December 22, 2023, as provided by the Issuer, and (ii) for purposes of calculating Ms. Chudnovsky’s beneficial ownership percentage, 4,525 shares of Common Stock, twenty five percent (25%) of which vested on the one-year anniversary of December 6, 2022, with the remaining options vesting in equal monthly installments over a two-year period thereafter.

(c)	The response to Item 3 is incorporated by reference herein. Except as set forth in this Schedule 13D, no transactions in the shares of Common Stock have been effected by the Reporting Persons within the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

The response to Item 3 of this Schedule 13D is incorporated by reference herein.

Item 7. Material to be Filed as Exhibits.

Exhibit No.	Name
1.	Subscription Agreement, dated as of December 22, 2023, by and between Elicio Therapeutics, Inc. and GKCC, LLC (incorporated by reference to Exhibit 10.1 to Elicio Therapeutics, Inc.’s Form 8-K filed on December 22, 2023).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.