Dilution profile // every instrument, one screen, from SEC filings

Elicio Therapeutics, Inc. (ELTX)

CIK 1601485 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$401M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
MEDIUMwarrants = 32% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+128% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~4.9 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-05-142026-05-08

Latest: 19.1M shares as of May 8, 2026 (10-Q). Share count fell from 30.1M to 8.4M between May 5, 2023 and Aug 10, 2023, a pattern consistent with a reverse split (roughly 1-for-4); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
July Pre Funded Warrants1.8Mnot tagged
Pre Funded Warrant1.6M$0.015y
July Common Warrant One1.6M$5
January Common Warrants1.3M$7.85y
January2025 Common Warrants1.3M$7.8FV $9.7M
March2024 Pre Funded Warrants1.0M$0.01
July Common Warrants441,500$55y
July Pre Funded Warrants and July Common Warrants200,000not tagged
Elicio Warrants144,814$53.59
June2025 Common Warrants103,225$7.75
Angion Warrants3,950$76
June2025 Warrantsnot taggednot taggedFV $600,000

Tranches exactly as the company dimensioned them in its 10-Q filed May 11, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 6.2M underlying shares, as reported Mar 31, 2026 (10-Q).

Reported exercise price: $4.68 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 25.3M = 19.1M O/S + 6.2M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Senior Secured Convertible Promissory Note$10.0Mnot tagged3%-12.5%

Notes exactly as the company dimensioned them in its 10-Q filed May 11, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding19.1MMay 8, 2026
+ July Pre Funded Warrants (if exercised)1.8MJul 31, 2024
+ Pre Funded Warrant (if exercised)1.6MMar 31, 2026
+ July Common Warrant One (if exercised)1.6MMar 31, 2026
+ January Common Warrants (if exercised)1.3MJan 31, 2025
+ January2025 Common Warrants (if exercised)1.3MJan 31, 2025
+ March2024 Pre Funded Warrants (if exercised)1.0MMar 31, 2026
+ July Common Warrants (if exercised)441,500Mar 31, 2026
+ July Pre Funded Warrants and July Common Warrants (if exercised)200,000Mar 31, 2026
+ Elicio Warrants (if exercised)144,814Mar 31, 2026
+ June2025 Common Warrants (if exercised)103,225Mar 31, 2026
+ Angion Warrants (if exercised)3,950Mar 31, 2026
Fully diluted estimate28.5M+49.5% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $400.8Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Feb 27, 2026$400.0M registeredfiling →
S-3Nov 13, 2025$0.8M registeredfiling →
S-3Nov 13, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 2 executed · 4 registered.

EXECUTEDJul 2, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMar 16, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEMar 16, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMar 12, 2026S-3/A registration — capacity to sell shares, not a sale yetS-3/A
REGISTEREDMar 2, 2026S-3/A registration — capacity to sell shares, not a sale yetS-3/A
REGISTEREDFeb 27, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EFFECTIVEDec 3, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDNov 13, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDJun 4, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 5, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJan 30, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATENov 22, 2024Prospectus update — often a resale registration, not necessarily new capital424B3

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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