Elicio Therapeutics, Inc.ELTX
Elicio Therapeutics, Inc. Fair Value Disclosure
Fair Value Measurements
The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis and their assigned levels within the fair value hierarchy (in thousands):
| December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
Money market funds (1) | $ | 6,245 | $ | — | $ | — | $ | 6,245 | |||||||||||||||
| Total assets | $ | 6,245 | $ | — | $ | — | $ | 6,245 | |||||||||||||||
| Warrant liabilities | $ | — | $ | 2,614 | $ | 1 | $ | 2,615 | |||||||||||||||
| Total liabilities | $ | — | $ | 2,614 | $ | 1 | $ | 2,615 | |||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
Money market funds (1) | $ | 12,100 | $ | — | $ | — | $ | 12,100 | |||||||||||||||
| Total assets | $ | 12,100 | $ | — | $ | — | $ | 12,100 | |||||||||||||||
| Warrant liabilities | $ | — | $ | 2,827 | $ | 1 | $ | 2,828 | |||||||||||||||
| Total liabilities | $ | — | $ | 2,827 | $ | 1 | $ | 2,828 | |||||||||||||||
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(1) Included in cash, cash equivalents, and restricted cash on the consolidated balance sheets. This balance includes cash requirements settled on a nightly basis.
Cash equivalents at December 31, 2025 and 2024 were held in U.S. Treasury securities.
There were no transfers made among the three levels in the fair value hierarchy during the periods presented.
The fair value of the warrants assumed in the Merger with Angion (the “Angion Warrants”) were classified as Level 3 with key Level 3 inputs of exercise price, term, and volatility. The following table presents a summary of changes in Level 3 in the fair value of the Company’s common stock warrant liabilities (in thousands):
| December 31, 2025 | December 31, 2024 | ||||||||||
| Balance, beginning of the period | $ | 1 | $ | 11 | |||||||
| Change in fair value | — | (10) | |||||||||
| Balance, end of the period | $ | 1 | $ | 1 | |||||||
Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with assets and liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.
The fair value of the Angion Warrants issued by the Company has been estimated using the Black-Scholes option pricing model. The underlying equity included in Black-Scholes was valued based on the equity value implied from sales of preferred and common stock at each measurement date, as applicable. The fair value of the Angion Warrants was impacted by the model selected as well as assumptions surrounding unobservable inputs including the underlying equity value, expected volatility of the underlying equity, risk free interest rate, and the expected term.
The fair value of the Angion Warrant liabilities was estimated using the following assumptions:
| December 31, 2025 | December 31, 2024 | ||||||||||
| Weighted average strike price | $ | 76.00 | $ | 76.00 | |||||||
| Contractual term (years) | 2.7 | 3.7 | |||||||||
| Volatility (annual) | 67.6 | % | 74.9 | % | |||||||
| Risk-free rate | 3.8 | % | 4.4 | % | |||||||
| Dividend yield (per share) | 0.0 | % | 0.0 | % | |||||||
In March 2024, the Company entered into the March Subscription Agreement with GKCC. The March 2024 Offering provided for the issuance and sale of the March 2024 Pre-Funded Warrants. The Company identified these warrants as liabilities and measured them at fair value on March 19, 2024, and subsequently remeasured the fair value of these warrant liabilities on a quarterly basis. The Company was able to calculate the fair value measurement based on directly observable inputs for the asset from active markets, therefore these warrants were classified as Level 2. At the Company’s annual
stockholder’s meeting in November 2024, the Company obtained stockholder approval (the “Stockholder Approval”) for GKCC, together with its affiliates, to exceed the 19.99% beneficial ownership limitation pursuant to the rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”). As a result of the receipt of Stockholder Approval, the March 2024 Pre-Funded Warrants were classified as equity at December 31, 2024 and no longer needed quarterly fair value remeasurement.
In July 2024, the Company closed the July 2024 Public Offering, consisting of (i) the July 2024 Shares, (ii) the July 2024 Pre-funded Warrants, and (iii) the July 2024 Common Warrants. Each July 2024 Pre-Funded Warrant issued and sold in the July 2024 Public Offering is exercisable at an exercise price equal to $0.01 per share, subject to certain adjustments and limitations as provided under the terms of the July 2024 Pre-Funded Warrants. Each July 2024 Common Warrant is exercisable at an exercise price equal to $5.00 per share, subject to certain adjustments and limitations as provided under the terms of the July 2024 Common Warrants, are immediately exercisable and will expire five years from the issuance date. Upon issuance, the Company identified the July 2024 Pre-Funded Warrants and the July 2024 Common Warrants as liabilities and measured them at fair value on July 1, 2024, and subsequently remeasures the fair value of these warrant liabilities at each reporting period end. The Company is able to calculate the fair value measurement based on directly observable inputs from active markets, therefore these warrants are classified as Level 2. Refer to Note 6 and 8 for further discussion. As a result of obtaining the Stockholder Approval in November 2024, the July 2024 Pre-Funded Warrants and the July 2024 Common Warrants held by GKCC, together with its affiliates, met the equity classification requirements under ASC 815. As such, the Company remeasured the July 2024 Common Warrants held by that shareholder at fair value and recognized the loss from change in fair value on the consolidated financial statements during the year ended December 31, 2024. The remaining liability classified July 2024 Pre-Funded Warrants were exercised in the fourth quarter of 2024, leaving no remaining liability classified July 2024 Pre-Funded Warrants outstanding as of December 31, 2024. The remaining July 2024 Common Warrants not held by GKCC and its affiliates remain liability classified as of December 31, 2024 and the fair value is remeasured in each reporting period. During the year ended December 31, 2025, there were no changes to the equity classification. The Company will re-assess the liability classification for the remaining July 2024 Common Warrants at each period end.
The Company records the fair value remeasurement of the outstanding liability-classified warrants in change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 12, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Mar 29, 2024 | |
| 2022 | Mar 17, 2023 | |
| 2021 | Mar 30, 2022 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.