CLYM / Climb Bio, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Offer Letter, dated February 1, 2025 between the Registrant and Perrin Wilson.

Exhibit 10.1 February 1, 2025 Perrin Wilson Via email to [**] Re: Offer of Employment Dear Perrin, We are very pleased to offer you employment with Climb Bio, Inc. (the “Company”), effective February 10, 2025 (the “Start Date”). The initial terms of your employment with the Company are as set forth in this offer letter agreement (the “Agreement”). Position Your initial position will be Chief Busin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 CLIMB BIO, INC.

Climb Bio Reports Second Quarter 2025 Financial Results and Provides Business Updates Clinical Trials of Budoprutug in Immune Thrombocytopenia (ITP) and Systemic Lupus Erythematosus (SLE) Underway; Trial of Budoprutug in Primary Membranous Nephropath

Exhibit 99.1 Climb Bio Reports Second Quarter 2025 Financial Results and Provides Business Updates Clinical Trials of Budoprutug in Immune Thrombocytopenia (ITP) and Systemic Lupus Erythematosus (SLE) Underway; Trial of Budoprutug in Primary Membranous Nephropathy (pMN) Expected to Initiate in the Coming Weeks Budoprutug Subcutaneous Formulation Demonstrated High Bioavailability and Favorable Tole

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Climb Bio, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 CLIMB BIO, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2025 CLIMB BIO, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Separation and Release of Claims Agreement, dated as of May 23, 2025, by and between Climb Bio, Inc. and Brett Kaplan, M.D.

EX-10.1 Exhibit 10.1 SEPARATION AND RELEASE OF CLAIMS AGREEMENT This Separation and Release of Claims Agreement (the “Agreement”) is made as of the Agreement Effective Date (as defined below) by and between Climb Bio, Inc. (the “Company”) and Brett Kaplan (“Executive”) (together, the “Parties”). WHEREAS, the Company and Executive are parties to an offer letter dated July 31, 2024 (the “Offer Lette

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2025 CLIMB BIO, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2025 CLIMB BIO, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 CLIMB BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Climb Bio Reports First Quarter 2025 Financial Results and Provides Business Updates Clinical Trials of Budoprutug in Primary Membranous Nephropathy (pMN), Immune Thrombocytopenia (ITP), and Systemic Lupus Erythematosus (SLE) on Track to Initiate in

Exhibit 99.1 Climb Bio Reports First Quarter 2025 Financial Results and Provides Business Updates Clinical Trials of Budoprutug in Primary Membranous Nephropathy (pMN), Immune Thrombocytopenia (ITP), and Systemic Lupus Erythematosus (SLE) on Track to Initiate in 2025 CLYM116 Progressing Towards Anticipated IND or CTA Submission in Second Half 2025 Appointed Kim Cobleigh Drapkin, CPA, and Bo Cumbo

Form of Stock Option Grant Notice under the 2025 Inducement Plan.

Exhibit 10.4 CLIMB BIO, INC. STOCK OPTION GRANT NOTICE (2025 INDUCEMENT PLAN) Climb Bio, Inc. (the “Company”), pursuant to the Company’s 2025 Inducement Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”) as an inducement material to your entering into employment with the Company in compliance with Nas

Non-Employee Director Compensation Policy.

Exhibit 10.6 CLIMB BIO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective as of March 23, 2025, the non-employee directors of Climb Bio, Inc. (the “Company”) shall receive the following compensation for their service as members of the Board of Directors (the “Board”) of the Company. Director Compensation The Company’s goal is to provide compensation for its non-employee directors in a manne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 CLIMB BIO, INC.

Form of Restricted Stock Unit Award Grant Notice under the 2025 Inducement Plan.

Exhibit 10.5 CLIMB BIO, INC. RSU AWARD GRANT NOTICE (2025 INDUCEMENT PLAN) Climb Bio, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”) as an inducement material to your entering into employment with the Company in compliance with Nasdaq Listing Rule 5635(c)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

As filed with the U.S. Securities and Exchange Commission on April 1, 2025

S-8 As filed with the U.S. Securities and Exchange Commission on April 1, 2025 Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Climb Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 83-2273741 (State or other jurisdiction of incorporation or organization) (I.R.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2025 CLIMB BIO, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission File Num

2025 Inducement Plan.

EX-99.3 Exhibit 99.3 CLIMB BIO, INC. 2025 INDUCEMENT PLAN ADOPTED BY THE BOARD OF DIRECTORS: March 31, 2025 1. GENERAL. (a) Eligible Award Recipients. The only persons eligible to receive grants of Awards under this Plan are individuals who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 563

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Climb Bio, Inc.

Insider Trading Policy

Exhibit 19.1 CLIMB BIO INC. Insider Trading Policy 1. BACKGROUND AND PURPOSE 1.1 Why Have We Adopted This Policy? The federal securities laws prohibit any member of the Board of Directors (a “Director”), officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the “Exchange Act”), an “executive officer”) consultant, or employee of Climb Bio Inc. (together with its subsidiari

Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan.

Exhibit 10.3 2021 Equity Incentive Plan Form of Global RSU Grant Package CLIMB BIO, INC. RSU AWARD GRANT NOTICE (2021 EQUITY INCENTIVE PLAN) Climb Bio, Inc. (formerly known as Eliem Therapeutics, Inc.) (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU A

Technology Transfer and Exclusive License Agreement, dated January 8, 2025, by and between the Registrant and Beijing Mabworks Biotech Co., Ltd.

Exhibit 10.14 CONFIDENTIAL Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. TECHNOLOGY TRANSFER AND EXCLUSIVE LICENSE AGREEMENT by and between BEIJING MABWORKS BIOTECH CO., LTD. and Climb Bio, Inc. Table of Contents PAGE

Up to $22,350,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-283166 PROSPECTUS SUPPLEMENT (To Prospectus dated November 22, 2024) Up to $22,350,000 Common Stock We have entered into an Equity Distribution Agreement, or the Distribution Agreement, with Oppenheimer & Co. Inc., or the Sales Agent, dated as of March 25, 2025, relating to the sale of shares of our common stock, par value $0.

Forms of Option Agreement, Stock Option Grant Notice and Notice of Exercise under the 2021 Equity Incentive Plan.

Exhibit 10.2 2021 Equity Incentive Plan Form of Global Stock Option Grant Package CLIMB BIO, INC. STOCK OPTION GRANT NOTICE (2021 EQUITY INCENTIVE PLAN) Climb Bio, Inc. (formerly known as Eliem Therapeutics, Inc.) (the “Company”), pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set

Exhibit 4.3

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, $0.0001 par value per share (“Common Stock”) of Climb Bio, Inc. (formerly known as Eliem Therapeutics, Inc.) (the “Company,” “we,” “our,” or “us”), which is the only security of the Company registered pursuant to Section

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 CLIMB BIO, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission File Num

2021 Equity Incentive Plan.

Exhibit 10.1 CLIMB BIO, INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: July 26, 2021 APPROVED BY THE STOCKHOLDERS: July 29, 2021 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) an

List of subsidiaries

Exhibit 21.1 List of Subsidiaries of Climb Bio, Inc. Eliem Therapeutics (UK) Ltd. (England and Wales) Climb Bio Operating Inc.

2021 Employee Stock Purchase Plan.

Exhibit 10.4 CLIMB BIO, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: July 26, 2021 APPROVED BY THE STOCKHOLDERS: July 29, 2021 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Co

Form of common stock certificate of the Registrant.

Exhibit 4.1 The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporatio

Climb Bio Reports Fourth Quarter and Year-End 2024 Financial Results and Provides Business Updates Received Clearance from the U.S. Food and Drug Administration (FDA) for Clinical Trials of Budoprutug in Primary Membranous Nephropathy (pMN), Immune T

Exhibit 99.1 Climb Bio Reports Fourth Quarter and Year-End 2024 Financial Results and Provides Business Updates Received Clearance from the U.S. Food and Drug Administration (FDA) for Clinical Trials of Budoprutug in Primary Membranous Nephropathy (pMN), Immune Thrombocytopenia (ITP), and Systemic Lupus Erythematosus (SLE) Completed Studies to Support Process Optimization through Cell Line Switch

Equity Distribution Agreement, dated as of March 25, 2025, by and between Climb Bio, Inc. and Oppenheimer & Co. Inc.

Exhibit 1.1 CLIMB BIO, INC. COMMON STOCK EQUITY DISTRIBUTION AGREEMENT March 25, 2025 Oppenheimer & Co. Inc. 85 Broad Street, 26th Floor New York, New York 10004 Ladies and Gentlemen: Climb Bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc. (the “Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40708 CLIMB BIO, INC.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 CLIMB BIO, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission File Nu

November 20, 2024

November 20, 2024 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Christopher Edwards  Re: Climb Bio, Inc. Registration Statement on Form S-3 Filed November 12, 2024 File No. 333-283166 Request for Acceleration  Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act o

CLYM / Climb Bio, Inc. / Deep Track Capital, LP Passive Investment

SC 13G/A 1 deeptrack-elym093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CLIMB BIO, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28658R106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS On June 27, 2024 (the “Closing Date”), Climb Bio, Inc. (the “Company” or “Climb”), formerly known as Eliem Therapeutics, Inc., completed its acquisition of Tenet Medicines, Inc., a Delaware corporation (“Tenet”), pursuant to the terms of the Agreement and Plan of Merger and Reorganization, dated as of April 10, 2024 (the

Form of Senior Note

Exhibit 4.5 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE

Amendment to Consulting Agreement, dated November 1, 2024, between Registrant and Stephen Thomas

Exhibit 10.2 Amendment to Consulting Agreement This Amendment (the “Amendment”), effective as of November 1, 2024 (the “Effective Date”), amends that certain June 27, 2024 consulting agreement between Climb Bio, Inc. formerly known as Eliem Therapeutics, Inc. (the “Company”) and Stephen Thomas (the “Consultant”) (the “Consulting Agreement”). WHEREAS, the Company and the Consultant desire to amend

Form of Subordinated Indenture

Exhibit 4.4 CLIMB BIO, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.014.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inappli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 CLIMB BIO, INC.

Climb Bio Reports Third Quarter 2024 Financial Results and Business Highlights Appointed Douglas Williams, Ph.D. as Chair of the Board of Directors FDA Clearance of Investigational New Drug Application (IND) for systemic lupus erythematosus (SLE) Exp

Exhibit 99.1 Climb Bio Reports Third Quarter 2024 Financial Results and Business Highlights Appointed Douglas Williams, Ph.D. as Chair of the Board of Directors FDA Clearance of Investigational New Drug Application (IND) for systemic lupus erythematosus (SLE) Expanded Management Team with the Appointment of Gary Hao, Ph.D. as Vice President of Chemistry, Manufacturing and Controls Highlights Timin

Consulting Agreement, dated June 27, 2024, between the Registrant and Stephen Thomas

Exhibit 10.1 ELIEM THERAPEUTICS, INC. CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”), made this 27th day of June, 2024 (the “Effective Date”) is entered into by Eliem Therapeutics, Inc., a Delaware corporation (the “Company”), and Stephen Thomas, an individual residing at [**] (the “Consultant”). WHEREAS, the Company desires to retain the services of the Consultant and the Consul

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Climb Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry F

Form of Subordinated Note

Exhibit 4.6 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE

Amended and Restated Certificate of Incorporation, as amended, of the Registrant

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ELIEM THERAPEUTICS, INC. Eliem Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: ONE: The name of this corporation is Eliem Therapeutics, Inc. The date of filing of the original certificate of incorporation of th

Form of Senior Indenture

Exhibit 4.3 CLIMB BIO, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inapplicable

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 CLIMB BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission File

As filed with the Securities and Exchange Commission on November 12, 2024

Table of Contents As filed with the Securities and Exchange Commission on November 12, 2024 Registration No.

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 CLIMB BIO, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission File N

Climb Bio to Provide Budoprutug Development Strategy and Corporate Update at Virtual Investor Event Completes Transition to Immune-Mediated Disease Focused Company Highlights Additional Data from Phase 1b Primary Membranous Nephropathy (pMN) Study wi

Exhibit 99.1 Climb Bio to Provide Budoprutug Development Strategy and Corporate Update at Virtual Investor Event Completes Transition to Immune-Mediated Disease Focused Company Highlights Additional Data from Phase 1b Primary Membranous Nephropathy (pMN) Study with plans to Advance to Late Phase Development in 2025 Outlines Plans for Clinical Trials in Systemic Lupus Erythematosus (SLE) and Immune

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 CLIMB BIO, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 CLIMB BIO, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Certificate of Amendment to Amended and Restated Certificate of Incorporation

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ELIEM THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Eliem Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Co

Amended and Restated Bylaws of the Registrant.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CLIMB BIO, INC. (A DELAWARE CORPORATION) October 2, 2024 AMENDED AND RESTATED BYLAWS OF CLIMB BIO, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation of the corporation, as the s

Settlement Agreement, dated August 23, 2024, between Eliem Therapeutics, Inc. and Valerie Morisset, Ph.D.

Exhibit 10.1 WITHOUT PREJUDICE AND SUBJECT TO CONTRACT SETTLEMENT AGREEMENT THIS DEED is made on August 23, 2024 BETWEEN: (1) Eliem Therapeutics (UK) Limited (company number: 11893311) whose registered office is at 3rd Floor 1 Ashley Road, Altrincham, Cheshire WA14 2DT (the “Company”); and (2) Valerie Morisset of [**] (the “Employee”). BACKGROUND: (A) The Employee is employed by the Company. (B) T

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 ELIEM THERAPEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commissio

Offer Letter, dated July 31, 2024 between the Registrant and Brett Kaplan, M.D.

Exhibit 10.1 July 31, 2024 Brett Kaplan Via email to [**] Re: Employment Terms Dear Brett: ELIEM THERAPEUTICS, INC. (the “Company”) is pleased to offer you employment on the terms and conditions set forth in this offer letter agreement (the “Agreement”) beginning on August 26, 2024 (the “Start Date”). Position Your initial position will be Chief Operating Officer of the Company, and you shall be r

Joint Filing Agreement

EX-99.7 2 d875635dex997.htm EX-99.7 Exhibit 99.7 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended. Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information con

ELYM / Eliem Therapeutics, Inc. / AI ETI LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28658R106 (CUSIP Number) Alejandro Moreno Langhorne S. Perrow c/o Access Industries, Inc. 40 West 57th Street, 28th Floor New York

ELYM / Eliem Therapeutics, Inc. / Affinity Asset Advisors, LLC - AMENDMENT TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28658R 106 (CUSIP Number) Michael Hirschberg, Esq. Reitler Kailas & Rosenblatt LLP 885 Third Avenue, 20th Floor New York, NY 10022 (Name, A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 ELIEM THERAPEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commissio

Eliem Therapeutics Reports Second Quarter Financial Results Eliem completed the acquisition of Tenet Medicines and concurrent $120 million private placement Eliem to host an Investor Day later in the year to provide an overview of budoprutug (previou

Exhibit 99.1 Eliem Therapeutics Reports Second Quarter Financial Results Eliem completed the acquisition of Tenet Medicines and concurrent $120 million private placement Eliem to host an Investor Day later in the year to provide an overview of budoprutug (previously referred to as TNT119), pipeline expansion strategy and anticipated milestones Cash and cash equivalents of approximately $220 millio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 ELIEM THERAPEUTICS, INC.

36,798,329 SHARES Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-280784 PROSPECTUS 36,798,329 SHARES Common Stock This prospectus relates to the resale from time to time of up to 36,798,329 shares of common stock, par value $0.0001 per share, of Eliem Therapeutics, Inc. by the selling stockholders listed on page 7 of this prospectus, including their donees, pledgees, transferees or other su

July 19, 2024

July 19, 2024 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Laura Crotty Re: Eliem Therapeutics, Inc. Registration Statement on Form S-3 Filed July 12, 2024 File No. 333-280784 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933,

As filed with the Securities and Exchange Commission on July 12, 2024

S-3 Table of Contents As filed with the Securities and Exchange Commission on July 12, 2024 Registration No.

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Eliem Therapeutics, Inc.

ELYM / Eliem Therapeutics, Inc. / Deep Track Capital, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

ELYM / Eliem Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28658R 106 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: 61

Description of the Acquired Tenet Business

Exhibit 99.2 Description of the Acquired Tenet Business Background On June 27, 2024, Eliem completed its acquisition of Tenet Medicines, Inc. (“Tenet”), in accordance with an Agreement and Plan of Merger and Reorganization, dated as of April 10, 2024 (the “Acquisition Agreement”), by and among Eliem, Tango Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Eliem (“Transitory

Risk Factors Related to the Acquired Tenet Business and the Company Post-Closing

Exhibit 99.3 Risk Factors Related to the Acquired Tenet Business and the Company Post-Closing You should carefully consider the following risk factors, in addition to other risk factors and information described in the Annual Report on Form 10-K of Eliem Therapeutics, Inc. (“Eliem”) for the year ended December 31, 2023, as filed with the SEC on March 28, 2024, and in the Quarterly Report on Form 1

Cell Line Development, Manufacturing Services and License Agreement, effective as of February 9, 2021, by and between ValenzaBio, Inc. and ProBioGen, Inc.

Exhibit 10.3 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Confidential Cell Line Development, Manufacturing Services and License Agreement This Cell Line Development, Manufacturing Services and License Agreement is entered into

Asset Purchase Agreement, dated as of January 11, 2024, by and between Tenet Medicines, Inc., Acelyrin, Inc. and WH2, LLC

Exhibit 10.1 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXECUTION VERSION CONFIDENTIAL ASSET PURCHASE AGREEMENT BETWEEN ACELYRIN, INC., WH2, LLC AND TENET MEDICINES, INC. DATED AS OF January 4, 2024 ASSET PURCHASE AGREEMENT T

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.6 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On April 10, 2024, Eliem Therapeutics, Inc. (“Eliem”) entered into an Agreement and Plan of Merger and Reorganization (the “Acquisition Agreement”) by and among Eliem, Tango Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Eliem (“Transitory Subsidiary”), Tenet Medicines, Inc., a Delaware corporation

Tenet Medicines, Inc. Condensed Balance Sheets (in thousands, except share and par value data) As of March 31, 2024 As of December 31, 2023 (Unaudited) Assets Current assets: Cash $ 1,726 $ 9,929 Prepaid expenses 216 16 Total current assets 1,942 9,9

Exhibit 99.5 Tenet Medicines, Inc. Condensed Balance Sheets (in thousands, except share and par value data) As of March 31, 2024 As of December 31, 2023 (Unaudited) Assets Current assets: Cash $ 1,726 $ 9,929 Prepaid expenses 216 16 Total current assets 1,942 9,945 Total assets $ 1,942 $ 9,945 Liabilities, and stockholders’ deficit Current liabilities: Accounts payable $ 613 $ 187 Accrued expenses

INDEPENDENT AUDITOR’S REPORT

Exhibit 99.4 INDEPENDENT AUDITOR’S REPORT To the shareholders and the Board of Directors of Tenet Medicines, Inc. Opinion We have audited the financial statements of Tenet Medicines, Inc. (the “Company”), which comprise the balance sheet as of December 31, 2023, and the related statements of operations and comprehensive loss, shareholders’ deficit, and cash flows for the period from November 8, 20

Eliem to focus on advancing TNT119, an anti-CD19 antibody designed to treat a broad range of autoimmune diseases, including systemic lupus erythematosus, immune thrombocytopenia and membranous nephropathy Post-close cash and cash equivalents of $220

Exhibit 99.1 Eliem Therapeutics Announces the Closing of its Acquisition of Tenet Medicines and Concurrent $120 Million Private Placement Eliem to focus on advancing TNT119, an anti-CD19 antibody designed to treat a broad range of autoimmune diseases, including systemic lupus erythematosus, immune thrombocytopenia and membranous nephropathy Post-close cash and cash equivalents of $220 million expe

Amended and Restated License Agreement, dated as of January 11, 2024, by and between Tenet Medicines, Inc. and Cancer Research Technology Limited

Exhibit 10.2 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONFIDENTIAL DATED 11 JANUARY 2024 (1) CANCER RESEARCH TECHNOLOGY LIMITED AND (2) TENET MEDICINES, INC. AMENDED AND RESTATED LICENCE AGREEMENT TABLE OF CONTENTS Page 1.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 ELIEM THERAPEUTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission

Offer Letter, dated June 12, 2024, between Eliem and Aoife Brennan

EX-10.1 Exhibit 10.1 June 12, 2024 Aoife Brennan Via email to [**] Re: Employment Terms Dear Aoife: ELIEM THERAPEUTICS, INC. (the “Company”) is pleased to offer you employment on the terms and conditions set forth in this offer letter agreement (the “Agreement”). As you are aware, on April 10, 2024, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Acquisition Agree

ELYM / Eliem Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 tm2416616d1sc13da.htm SC 13D/A     UNITED STATES SECURITIES AND EXCHANGE COMMISSION   Washington, D.C. 20549     SCHEDULE 13D   Under the Securities Exchange Act of 1934 (Amendment No. 6)*   Eliem Therapeutics, Inc. (Name of Issuer)   Common Stock, par value $0.0001 per share (Title of Class of Securities)   28658R 106 (CUSIP Number)   RA Capital Management, L.P. 200 Berkeley Street, 18

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Joint Filing Agreement

EX-99.6 2 d803695dex996.htm EX-99.6 Exhibit 99.6 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended. Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information con

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

ELYM / Eliem Therapeutics, Inc. / AI ETI LLC - SC 13D/A Activist Investment

SC 13D/A 1 d803695dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28658R106 (CUSIP Number) Alejandro Moreno Langhorne S. Perrow c/o Access Industries, Inc. 40 West 57

ELYM / Eliem Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 tm24148333d1sc13da.htm SC 13D/A     UNITED STATES SECURITIES AND EXCHANGE COMMISSION   Washington, D.C. 20549     SCHEDULE 13D   Under the Securities Exchange Act of 1934 (Amendment No. 5)*   Eliem Therapeutics, Inc. (Name of Issuer)   Common Stock, par value $0.0001 per share (Title of Class of Securities)   28658R 106 (CUSIP Number)   RA Capital Management, L.P. 200 Berkeley Street, 1

Calculation of Filing Fee Tables Schedule 14A (Form Type) Eliem Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction(1) Fee Rate Amount of Filing Fee

Exhibit 107 Calculation of Filing Fee Tables Schedule 14A (Form Type) Eliem Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 ELIEM THERAPEUTICS, INC.

Senior Secured Promissory Note, dated as of May 14, 2024, between Eliem Therapeutics, Inc. and Tenet Medicines, Inc.

Exhibit 10.6 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPT

ELYM / Eliem Therapeutics, Inc. / Affinity Asset Advisors, LLC - SCHEDULE FILED TO REPORT ACQUISTION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Eliem Therapeutics, Inc (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28658R 106 (CUSIP Number) Michael Hirschberg, Esq. Reitler Kailas & Rosenblatt LLP 885 Third Avenue, 20th Floor New York, NY 10022 (Name, Add

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from         to         Commission fil

ELYM / Eliem Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

    UNITED STATES SECURITIES AND EXCHANGE COMMISSION   Washington, D.C. 20549     SCHEDULE 13D   Under the Securities Exchange Act of 1934 (Amendment No. 4)*   Eliem Therapeutics, Inc. (Name of Issuer)   Common Stock, par value $0.0001 per share (Title of Class of Securities)   28658R 106 (CUSIP Number)   RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolc

Eliem Tx / Tenet Medicines Acquisition Update Conference Call Script April 11, 2024 pg. 1

Exhibit 99.3 Eliem Tx / Tenet Medicines Acquisition Update Conference Call Script April 11, 2024 pg. 1 OPERATOR: Good morning, and welcome to the Eliem Therapeutics and Tenet Medicines Merger webcast and conference call. At this time, all participants are in a listen-only mode. Please be advised that this audio presentation is being recorded and will be available on the Investors section of Eliem

Registration Rights Agreement, dated April 10, 2024, by and among Eliem Therapeutics, Inc. and the persons party thereto.

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 10, 2024 by and among Eliem Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of April 10, 2024 (the “Purchase Agreement”). Capital

Form of Tenet Support and Joinder Agreement

Exhibit 10.2 FORM OF SUPPORT AND JOINDER AGREEMENT This Support and Joinder Agreement (this “Agreement”) is made and entered into as of [ ], 2024, by and among Tenet Medicines, Inc., a Delaware corporation (the “Company”), Eliem Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of the Company. Capitalized terms used herein but not otherwise

Form of Lock-Up Agreement

Exhibit 10.3 FORM OF LOCK-UP AGREEMENT [ ], 2024 Eliem Therapeutics, Inc. PMB #117 2801 Centerville Road, 1st Floor Wilmington, DE 19808-1609 Ladies and Gentlemen: The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Eliem Therapeutics, Inc., a Delaware corporation (“Parent”), is entering into an Agreement and Plan of Merger and Reorganization, dated as o

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2024 ELIEM THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission

Form of Company Support Agreement

Exhibit 10.1 FORM OF PARENT SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into as of [ ], 2024, by and among Tenet Medicines, Inc., a Delaware corporation (the “Company”), Eliem Therapeutics, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Parent. Capitalized terms used herein but not otherwise defined shall have the

Agreement and Plan of Merger and Reorganization, dated as of April 10, 2024, by and among Eliem Therapeutics, Inc., Tango Merger Sub, Inc., Tenet Medicines, Inc. and, solely in his capacity as the Company Equityholder Representative, Stephen Thomas.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among ELIEM THERAPEUTICS, INC., TANGO MERGER SUB, INC., TENET MEDICINES, INC. and, SOLELY IN HIS CAPACITY AS COMPANY EQUITYHOLDER REPRESENTATIVE, STEPHEN THOMAS Dated as of April 10, 2024 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 1.1 Merger; Effective Time of the Merger 2 1.2 Closing; Actions at the Closing 3

Securities Purchase Agreement, dated April 10, 2024, by and among Eliem Therapeutics, Inc. and the persons party thereto.

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 10, 2024 by and among Eliem Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”). RECITALS A. On or prior to the date hereof, (i) the Company enter

Forward-Looking Statements This presentation and various remarks we make during this presentation contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements

TENET ACQUISITION OVERVIEW POTENTIAL FOR BEST-IN-CLASS THERAPIES TO TREAT AUTOANTIBODY-MEDIATED DISEASES April 11, 2024 Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2024 ELIEM THERAPEUTICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2024 ELIEM THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission

Eliem Therapeutics Announces Agreement to Acquire Tenet Medicines and Concurrent $120 Million Private Placement Transaction to add clinical-stage program directed towards treating unmet needs in autoantibody-mediated diseases Combined company expecte

Exhibit 99.1 Eliem Therapeutics Announces Agreement to Acquire Tenet Medicines and Concurrent $120 Million Private Placement Transaction to add clinical-stage program directed towards treating unmet needs in autoantibody-mediated diseases Combined company expected to have approximately $210 million of cash and cash equivalents, including $120 million from a concurrent private placement of common s

Eliem Therapeutics, Inc. Clawback Policy

Exhibit 97.1 Eliem Therapeutics, Inc. Incentive Compensation Recoupment Policy 1. Introduction The Board of Directors (the “Board”) of Eliem Therapeutics, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) providing for the Company’s recoupment of Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-4078 ELIEM THERAPEUTI

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Eliem Therapeutics, Inc.

As filed with the U.S. Securities and Exchange Commission March 28, 2024

As filed with the U.S. Securities and Exchange Commission March 28, 2024 Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Eliem Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 83-2273741 (State or other jurisdiction of incorporation or organization) (I

Executive Employment Agreement by and between the Eliem Therapeutics, Inc. and James B. Bucher, effective October 1, 2020.

Exhibit 10.13 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) by and between James B. Bucher (the “Executive”) and Eliem Therapeutics, Inc. (the “Company”) is effective as of October 1, 2020 (the “Effective Date”). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive’s personal services to the Company; and Th

Separation and Consulting Agreement, dated February 13, 2023, by and between Eliem Therapeutics, Inc. and James B. Bucher.

Exhibit 10.14 PRIVATE & CONFIDENTIAL February 13, 2023 James B. Bucher [Redacted] [Redacted] Dear Jim, This letter sets forth the substance of the transition, separation and consulting agreement (the “Agreement”) that Eliem Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition. 1. CONTINUED EMPLOYMENT. If you timely sign this Agreement and allow it to become ef

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission

SUMMARY OF PROPOSED TERMS FOR TRANSACTION BETWEEN ELIEM THERAPEUTICS, INC. Form of Transaction: Eliem Therapeutics, Inc. (“Eliem”) will acquire 100% of the outstanding equity interests of [TARGET] (“Tango”) on a fully diluted basis. Eliem intends tha

Exhibit 99.1 SUMMARY OF PROPOSED TERMS FOR TRANSACTION BETWEEN ELIEM THERAPEUTICS, INC. AND [TARGET] Form of Transaction: Eliem Therapeutics, Inc. (“Eliem”) will acquire 100% of the outstanding equity interests of [TARGET] (“Tango”) on a fully diluted basis. Eliem intends that the Transaction will be structured as a tax-free reorganization (the “Transaction”). Consideration / Exchange Ratio: At th

Summary of Proposed Terms for Transaction Between Eliem Therapeutics, Inc. and Tango

Exhibit 2 SUMMARY OF PROPOSED TERMS FOR TRANSACTION BETWEEN ELIEM THERAPEUTICS, INC.

ELYM / Eliem Therapeutics, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

    SECURITIES AND EXCHANGE COMMISSION   Washington, D.C. 20549     SCHEDULE 13D/A     Under the Securities Exchange Act of 1934 (Amendment No. 3)*   Eliem Therapeutics, Inc. (Name of Issuer)   Common Stock, par value $0.0001 per share (Title of Class of Securities)   28658R 106 (CUSIP Number)   RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Tel

ELYM / Eliem Therapeutics, Inc. / BML Investment Partners, L.P. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 2 )* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28658R106 (CUSIP Number) December 31

ELYM / Eliem Therapeutics Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

    SECURITIES AND EXCHANGE COMMISSION   Washington, D.C. 20549     SCHEDULE 13D/A     Under the Securities Exchange Act of 1934 (Amendment No. 2)*   Eliem Therapeutics, Inc. (Name of Issuer)   Common Stock, par value $0.0001 per share (Title of Class of Securities)   28658R 106 (CUSIP Number)   RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Tel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 ELIEM THERAPEUTICS, INC.

ELYM / Eliem Therapeutics Inc / AI ETI LLC - SC 13D/A Activist Investment

SC 13D/A 1 d349279dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28658R106 (CUSIP Number) Alejandro Moreno Langhorne S. Perrow c/o Access Industries, Inc. 40 West 57

Joint Filing Agreement

EX-99.5 2 d349279dex995.htm EX-99.5 Exhibit 99.5 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended. Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information con

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 ELIEM THERAPEUTICS, INC.

Eliem Therapeutics Announces Plans to Explore Strategic Alternatives

EX-99.1 Exhibit 99.1 Eliem Therapeutics Announces Plans to Explore Strategic Alternatives SEATTLE and CAMBRIDGE, UK, —(GLOBE NEWSWIRE) – July 20, 2023 – Eliem Therapeutics, Inc. (Nasdaq: ELYM) today announced that it has completed a review of its business, including the status of its programs, resources, and capabilities, and has made the determination to halt further development of its Kv7 progra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 ELIEM THERAPEUTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 ELIEM THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40708 83-2273741 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 ELIEM THERAPEUTICS, INC.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission F

Eliem Therapeutics Reports First Quarter Financial Results and Business Highlights Presented initial preclinical data from ETX-123, Eliem's lead Kv7 program candidate, demonstrating a promising profile and confirming the proposed mechanism of action

Eliem Therapeutics Reports First Quarter Financial Results and Business Highlights Presented initial preclinical data from ETX-123, Eliem's lead Kv7 program candidate, demonstrating a promising profile and confirming the proposed mechanism of action on neuronal excitability Additional preclinical data updates for ETX-123 expected in 2023 SEATTLE and CAMBRIDGE, UK, -(GLOBE NEWSWIRE) – May 11, 2023 – Eliem Therapeutics, Inc.

Clinical Stage Neurology Company Focused on Neuronal Excitability Disorders Corporate Presentation | May 2023

Clinical Stage Neurology Company Focused on Neuronal Excitability Disorders Corporate Presentation | May 2023 Forward-Looking Statements This presentation contains forward-looking statements that involve substantial risks and uncertainties.

ELYM / Eliem Therapeutics Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28658R 106 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: 617.778.2500 (

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission

Joint Filing Agreement

EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be

ELYM / Eliem Therapeutics Inc / Intermediate Capital Group plc - SC13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 28658R106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-4078 ELIEM THERAPEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 ELIEM THERAPEUTICS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Eliem Therapeutics, Inc.

Power of Attorney (included on the signature page of this registration statement).

As filed with the U.S. Securities and Exchange Commission March 6, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Eliem Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 83-2273741 (State or other jurisdiction of incorporation or organization) (I.R.S

Eliem Therapeutics Reports Fourth Quarter and Year-End Financial Results and Business Highlights Progressing IND-enabling studies for ETX-123 and further preclinical development of Kv7.2/3 channel opener program Implemented corporate reorganization a

Exhibit 99.1 Eliem Therapeutics Reports Fourth Quarter and Year-End Financial Results and Business Highlights Progressing IND-enabling studies for ETX-123 and further preclinical development of Kv7.2/3 channel opener program Implemented corporate reorganization and pipeline reprioritization extending cash runway into 2027 SEATTLE and CAMBRIDGE, UK, -(GLOBE NEWSWIRE) – March 6, 2023 – Eliem Therape

Retention Agreement, dated February 14, 2023, by and between Eliem Therapeutics, Inc. and Valerie Morisset

Exhibit 10.12 Valerie Morisset 14 February 2023 Dear Valerie, Re: Enhancement of your Contractual Terms and Retention Bonus Following the announcement on 9 February 2023 and our discussion on the same date, I am writing to confirm details of the enhancements to the terms of your employment contract (the “Contract”) with Eliem Therapeutics (UK) Ltd (the “Company”) and the retention bonus which are

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commissi

ELYM / Eliem Therapeutics, Inc / SAMLYN CAPITAL, LLC Passive Investment

SC 13G/A 1 d991377413ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 28658R106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appr

Separation and Consulting Agreement, dated February 13, 2023, by and between Eliem Therapeutics, Inc. and Robert Azelby

Exhibit 10.1 PRIVATE & CONFIDENTIAL February 13, 2023 Robert W. Azelby [Redacted] [Redacted] Dear Bob, This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that Eliem Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition. 1. SEPARATION. Your last day of work with the Company and your employment termination date is Fe

Company to focus on Kv7.2/3 channel opener program and development of lead candidate, ETX-123 Pausing clinical development of ETX-155 for Major Depressive Disorder (MDD) due to challenging capital environment Implementing corporate reorganization to

Exhibit 99.1 Eliem Therapeutics Provides Strategic Update and Announces Leadership Transition February 9, 2023 Company to focus on Kv7.2/3 channel opener program and development of lead candidate, ETX-123 Pausing clinical development of ETX-155 for Major Depressive Disorder (MDD) due to challenging capital environment Implementing corporate reorganization to extend cash runway into 2027 SEATTLE an

Separation and Consulting Agreement, dated February 13, 2023, by and between Eliem Therapeutics, Inc. and Erin Lavelle

Exhibit 10.2 PRIVATE & CONFIDENTIAL February 13, 2023 Erin M. Lavelle [Redacted] [Redacted] Dear Erin, This letter sets forth the substance of the transition, separation and consulting agreement (the “Agreement”) that Eliem Therapeutics, Inc. (the “Company”) is offering to you to aid in your employment transition. 1. CONTINUED EMPLOYMENT. If you timely sign this Agreement and allow it to become ef

ELYM / Eliem Therapeutics, Inc / BML Investment Partners, L.P. - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28658R106 (CUSIP Number) Calendar Year 2022 (Date of Event Which Requires Filing of this Statement) Check the appr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2023 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2022 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 ELIEM THERAPEUTICS, INC.

Clinical Stage Neurology Company Focused on Neuronal Excitability Disorders Corporate Presentation | November 14, 2022

Clinical Stage Neurology Company Focused on Neuronal Excitability Disorders Corporate Presentation | November 14, 2022 Forward-Looking Statements This presentation contains forward-looking statements that involve substantial risks and uncertainties.

Eliem Therapeutics Reports Third Quarter Financial and Business Highlights Positioned to initiate ETX-155 Phase 2a trial in major depressive disorder in the first quarter of 2023 with 60-milligram dose Progressing IND-enabling studies for two Kv7 pre

Exhibit 99.1 Eliem Therapeutics Reports Third Quarter Financial and Business Highlights Positioned to initiate ETX-155 Phase 2a trial in major depressive disorder in the first quarter of 2023 with 60-milligram dose Progressing IND-enabling studies for two Kv7 pre-candidates with safety studies planned in the first quarter of 2023 Cash runway expected to fund operations into 2025 SEATTLE and CAMBRI

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commiss

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2022 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commissio

Forward-Looking Statements This presentation contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this presentation, including statements regarding

Exhibit 99.2 Clinical Stage Neurology Company Focused on Neuronal Excitability Disorders Corporate Presentation | October 5, 2022 Forward-Looking Statements This presentation contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this presentation, including statements regarding our future financia

Eliem Therapeutics Provides Update on Pipeline Progress Company is positioned to initiate Phase 2a trial in major depressive disorder (MDD) in the first quarter of 2023 ETX-155 demonstrating exposures in single dose 60-milligram cohorts of ongoing Ph

Exhibit 99.1 Eliem Therapeutics Provides Update on Pipeline Progress Company is positioned to initiate Phase 2a trial in major depressive disorder (MDD) in the first quarter of 2023 ETX-155 demonstrating exposures in single dose 60-milligram cohorts of ongoing Phase 1 pharmacokinetic trial that are consistent with prior clinical trials Progressing into IND-enabling studies for two Kv7 pre-candidat

ELYM / Eliem Therapeutics, Inc / ICG Life Sciences SCSp - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 28658R106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

Joint Filing Agreement

EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be

Eliem Therapeutics Reports Second Quarter Financial and Business Highlights Initiated Phase 1 pharmacokinetic trial for ETX-155 with expected results in Q4 2022 Capital now expected to fund operations into 2025

Exhibit 99.1 Eliem Therapeutics Reports Second Quarter Financial and Business Highlights Initiated Phase 1 pharmacokinetic trial for ETX-155 with expected results in Q4 2022 Capital now expected to fund operations into 2025 SEATTLE and CAMBRIDGE, UK, -(GLOBE NEWSWIRE) ? August 15, 2022 ? Eliem Therapeutics, Inc. (Nasdaq: ELYM), a clinical-stage biotechnology company focused on developing novel the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 ELIEM THERAPEUTICS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commissio

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2022 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 ELIEM THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40708 83-2273741 (State or other jurisdiction of incorporation) (Commission F

Eliem Therapeutics Reports First Quarter Financial and Business Highlights

Exhibit 99.1 Eliem Therapeutics Reports First Quarter Financial and Business Highlights SEATTLE and CAMBRIDGE, UK, -(GLOBE NEWSWIRE) ? May 16, 2022 ? Eliem Therapeutics, Inc. (Nasdaq: ELYM), a clinical-stage biotechnology company focused on developing novel therapies for neuronal excitability disorders to address unmet needs in chronic pain, psychiatry, epilepsy and other disorders of the peripher

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 ELIEM THERAPEUTICS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission F

ELYM / Eliem Therapeutics, Inc / BML Investment Partners, L.P. - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28658R106 (CUSIP Number) April 26, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

ELYM / Eliem Therapeutics, Inc / SAMLYN CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2022 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission

Clinical Stage Neurology Company Focused on Neuronal Excitability Disorders Corporate Presentation | March 28, 2022

Exhibit 99.1 Clinical Stage Neurology Company Focused on Neuronal Excitability Disorders Corporate Presentation | March 28, 2022 Forward-Looking Statements This presentation contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this presentation, including statements regarding our future financial

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-4078 ELIEM THERAPEU

Description of Securities

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, $0.0001 par value per share (?Common Stock?) of Eliem Therapeutics, Inc. (the ?Company,? ?we,? ?our,? or ?us?), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act o

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2022 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commission

Filing Fee Table.

EX-FILING FEES 4 d323824dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Eliem Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Re

Eliem Therapeutics Reports Fourth Quarter and Year-End Financial and Business Highlights Completed dosing in Phase 2a clinical trial of ETX-810 in subjects with diabetic peripheral neuropathic pain; topline data to be presented in 1H 2022 Interim dat

Exhibit 99.1 Eliem Therapeutics Reports Fourth Quarter and Year-End Financial and Business Highlights Completed dosing in Phase 2a clinical trial of ETX-810 in subjects with diabetic peripheral neuropathic pain; topline data to be presented in 1H 2022 Interim data from Phase 1b clinical trial of ETX-155 in subjects with photosensitive epilepsy to be presented in 1H 2022 Submitted Investigational N

Power of Attorney (included on the signature page of this registration statement).

As filed with the U.S. Securities and Exchange Commission March 7, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Eliem Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 83-2273741 (State or other jurisdiction of incorporation or organization) (I.R.S

ELYM / Eliem Therapeutics, Inc / SAMLYN CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2022 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commissi

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2022 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commissi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commiss

Eliem Therapeutics Reports Third Quarter Financial and Business Highlights Advanced ETX-155 clinical development program, with the first subject successfully screened in epilepsy proof-of-concept trial and significant progress made toward the initiat

Exhibit 99.1 Eliem Therapeutics Reports Third Quarter Financial and Business Highlights Advanced ETX-155 clinical development program, with the first subject successfully screened in epilepsy proof-of-concept trial and significant progress made toward the initiation of major depressive disorder (MDD) and perimenopausal depression (PMD) clinical trials Continued to enroll ETX-810?s two Phase 2a chr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 ELIEM THERAPEUTICS, INC.

Clinical Stage Neurology Company Focused on Neuronal Excitability Disorders Corporate Presentation | November 2021

Clinical Stage Neurology Company Focused on Neuronal Excitability Disorders Corporate Presentation | November 2021 Forward-Looking Statements This presentation contains forward-looking statements that involve substantial risks and uncertainties.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2021 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commissi

Amended and Restated Bylaws of the Registrant

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ELIEM THERAPEUTICS, INC. (A DELAWARE CORPORATION) Effective: August 12, 2021 1 251822363 v2 AMENDED AND RESTATED BYLAWS OF ELIEM THERAPEUTICS, INC. (A DELAWARE CORPORATION) 1. Offices TC a. Registered Office TC . The registered office of the corporation in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation

Eliem Therapeutics Reports Second Quarter Financial Results On track to advance two clinical programs through five proof-of-concept trials and progress two preclinical programs over the next 18-24 months Recently completed an IPO for $92 million in g

Eliem Therapeutics Reports Second Quarter Financial Results On track to advance two clinical programs through five proof-of-concept trials and progress two preclinical programs over the next 18-24 months Recently completed an IPO for $92 million in gross proceeds that, along with existing cash, provides cash runway through late 2023 SEATTLE and CAMBRIDGE, UK, -(BUSINESS WIRE) ? September 13, 2021 ? Eliem Therapeutics, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of In

Eliem Therapeutics Reports Second Quarter Financial Results On track to advance two clinical programs through five proof-of-concept trials and progress two preclinical programs over the next 18-24 months Recently completed an IPO for $92 million in g

Eliem Therapeutics Reports Second Quarter Financial Results On track to advance two clinical programs through five proof-of-concept trials and progress two preclinical programs over the next 18-24 months Recently completed an IPO for $92 million in gross proceeds that, along with existing cash, provides cash runway through late 2023 SEATTLE and CAMBRIDGE, UK, -(BUSINESS WIRE) ? September 13, 2021 ? Eliem Therapeutics, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 ELIEM THERAPEUTICS, INC.

ELYM / Eliem Therapeutics, Inc / AI ETI LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28658R106 (CUSIP Number) Alejandro Moreno c/o Access Industries, Inc. 40 West 57th Street, 28th Floor New York, New York 10019 (212) 247-640

Lock-Up Agreement May 10, 2021

Exhibit 99.1 Lock-Up Agreement May 10, 2021 SVB Leerink LLC Evercore Group L.L.C. Stifel, Nicolaus & Company, Incorporated Guggenheim Securities LLC as Representatives of the several Underwriters c/o SVB Leerink LLC 255 California Street, 12th Floor San Francisco, California 94111 c/o Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 c/o Stifel, Nicolaus & Company, Incorporated 78

Joint Filing Agreement

Exhibit 99.3 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accurac

LIMITED POWER OF ATTORNEY

EX-99.4 4 d221373dex994.htm EX-99.4 Exhibit 99.4 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Lincoln Benet and Alejandro Moreno, and each of them individually, the undersigned’s true and lawful attorney-in-fact to: • execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of Eliem Therapeutics,

ELYM / Eliem Therapeutics, Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment )* Eliem Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 28658R 106 (CUSIP Number) RA Capital Management, L.P. 200 Berkeley Street, 18th Floor Boston, MA 02116 Attn: Peter Kolchinsky Telephone: 617.778.2500 (Name, A

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40708 83-2273741 (State or Other Jurisdiction of Incorporation) (Commissio

As filed with the U.S. Securities and Exchange Commission on August 12, 2021

As filed with the U.S. Securities and Exchange Commission on August 12, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 83-2273741 (State or other jurisdiction of Incorporation or organization) (

Amended and Restated Certificate of Incorporation of the Registrant

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ELIEM THERAPEUTICS, INC. Eliem Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify that: ONE: The name of this corporation is Eliem Therapeutics, Inc. The date of filing of the original certificate of incorporation of th

6,400,000 Shares Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-257980 and 333-258661 6,400,000 Shares Common Stock This is the initial public offering of Eliem Therapeutics, Inc. We are offering 6,400,000 shares of our common stock. The initial public offering price is $12.50 per share. Prior to this offering, there has been no public market for our common stock. Our common stock has bee

August 9, 2021

August 9, 2021 Via EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Sasha Parikh Vanessa Robertson Dillon Hagius Jeffrey Gabor Re: Eliem Therapeutics, Inc. Registration Statement on Form S-1, as amended File No. 333-257980 Dear Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933,

Eliem Therapeutics, Inc.

Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated August 9, 2021 Registration No.

As filed with the Securities and Exchange Commission on August 9, 2021.

As filed with the Securities and Exchange Commission on August 9, 2021. Registration No. 333-257980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ELIEM THERAPEUTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 2834 83-2273741 (State or other jurisdiction of incorpo

As filed with the Securities and Exchange Commission on August 9, 2021.

Table of Contents As filed with the Securities and Exchange Commission on August 9, 2021.

ELIEM THERAPEUTICS, INC. 23515 NE Novelty Hill Road, Suite B221 #125 Redmond, WA 98053

ELIEM THERAPEUTICS, INC. 23515 NE Novelty Hill Road, Suite B221 #125 Redmond, WA 98053 August 9, 2021 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 ATTN: Sasha Parikh Vanessa Robertson Dillon Hagius Jeffrey Gabor RE: Eliem Therapeutics, Inc. Registration Statement on Form S-1, as amended File No. 333-257980 Lad

As filed with the U.S. Securities and Exchange Commission on August 9, 2021

As filed with the U.S. Securities and Exchange Commission on August 9, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ELIEM THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 2834 83-2273741 (State or Other Jurisdiction of Incorporation or Organizatio

Eliem Therapeutics, Inc. 23515 NE Novelty Hill Road, Suite B221 #125 Redmond, WA 98053

Eliem Therapeutics, Inc. 23515 NE Novelty Hill Road, Suite B221 #125 Redmond, WA 98053 August 5, 2021 Via EDGAR Submission Securities and Exchange Commission Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Sasha Parish Vanessa Robertson Dillon Hagius Jeffrey Gabor Re: Eliem Therapeutics, Inc. Registration Statement on Form S-1, as amended (File No. 333-257980) Withdrawal of

August 4, 2021

August 4, 2021 Via EDGAR Submission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Sasha Parikh Vanessa Robertson Dillon Hagius Jeffrey Gabor Re: Eliem Therapeutics, Inc. Registration Statement on Form S-1 Filed July 16, 2021, as amended File No. 333-257980 Dear Ladies and Gentlemen: In accordance with Rule 461 under the Secu

ELIEM THERAPEUTICS, INC. 23515 NE Novelty Hill Road, Suite B221 #125 Redmond, WA 98053

ELIEM THERAPEUTICS, INC. 23515 NE Novelty Hill Road, Suite B221 #125 Redmond, WA 98053 August 4, 2021 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 ATTN: Sasha Parikh Vanessa Robertson Dillon Hagius Jeffrey Gabor RE: Eliem Therapeutics, Inc. Registration Statement on Form S-1 File No. 333-257980 Ladies and Gent

As filed with the Securities and Exchange Commission on August 3, 2021.

Table of Contents As filed with the Securities and Exchange Commission on August 3, 2021.

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ELIEM THERAPEUTICS, INC.

Cooley LLP 1700 Seventh Avenue Suite 1900 Seattle, WA 98101-1355 t: +1 206 452 8756 f: +1 206 452 8800 cooley.com

Alan Hambelton T: +1 206 452 8756 [email protected] August 3, 2021 Sasha Parikh Vanessa Robertson Dillon Hagius Jeffrey Gabor Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Eliem Therapeutics, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed August 2, 2021 File No. 333-257980 Ladies a

List of subsidiaries.

Exhibit 21.1 List of Subsidiaries of Eliem Therapeutics, Inc. Eliem Therapeutics (UK) Ltd. (England and Wales)

Forms of Option Agreement, Stock Option Grant Notice and Notice of Exercise under the 2021 Equity Incentive Plan.

Exhibit 10.5 2021 Equity Incentive Plan Form of Global Stock Option Grant Package ELIEM THERAPEUTICS, INC. STOCK OPTION GRANT NOTICE (2021 EQUITY INCENTIVE PLAN) Eliem Therapeutics, Inc. (the ?Company?), pursuant to the Company?s 2021 Equity Incentive Plan (the ?Plan?), has granted to you (?Optionholder?) an option to purchase the number of shares of the Common Stock set forth below (the ?Option?)

2021 Employee Stock Purchase Plan.

Exhibit 10.7 ELIEM THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: [?], 2021 APPROVED BY THE STOCKHOLDERS: [?], 2021 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the C

2021 Equity Incentive Plan.

Exhibit 10.4 ELIEM THERAPEUTICS, INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: [?], 2021 APPROVED BY THE STOCKHOLDERS: [?], 2021 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) a

Executive Employment Agreement by and between the Registrant and Erin M. Lavelle, effective October 1, 2020, as amended.

Exhibit 10.10 EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) by and between Erin M. Lavelle (the ?Executive?) and Eliem Therapeutics, Inc. (the ?Company?) is effective as of October 1, 2020 (the ?Effective Date?). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive?s personal services to the Company; and Th

Forms of Option Agreement and Notice of Exercise under the 2019 Equity Incentive Plan.

Exhibit 10.3 ELIEM THERAPEUTICS, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this ?Agreement?) is between Eliem Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (the ?Company?), and the individual identified in paragraph 1 below, currently residing at the address set out at the end of this Agreement (the ?Optionee?). Capita

As filed with the Securities and Exchange Commission on August 2, 2021.

Table of Contents As filed with the Securities and Exchange Commission on August 2, 2021.

Executive Employment Agreement by and between the Registrant and Robert Azelby, effective October 1, 2020, as amended.

Exhibit 10.9 EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) by and between Robert W. Azelby (the ?Executive?) and Eliem Therapeutics, Inc. (the ?Company?) is effective as of October 1, 2020 (the ?Effective Date?). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive?s personal services to the Company; and Th

Form of Indemnification Agreement, by and between the Registrant and each of its directors and executive officers.

Exhibit 10.8 [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of , 202 between Eliem Therapeutics, Inc., a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as [directors and] officers or

Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon the closing of the Registrant’s initial public offering.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ELIEM THERAPEUTICS, INC. Eliem Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify that: ONE: The name of this corporation is Eliem Therapeutics, Inc. The date of filing of the original certificate of incorporation of th

Form of Underwriting Agreement.

Exhibit 1.1 ELIEM THERAPEUTICS, INC. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT [?] , 2021 SVB Leerink LLC Evercore Group L.L.C. Stifel, Nicolaus & Company, Incorporated Guggenheim Securities LLC as Representatives of the several Underwriters c/o SVB Leerink LLC 255 California Street, 12th Floor San Francisco, California 94111 c/o Evercore Group L.L.C. 55 East 52nd

Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan.

Exhibit 10.6 2021 Equity Incentive Plan Form of Global RSU Grant Package ELIEM THERAPEUTICS, INC. RSU AWARD GRANT NOTICE (2021 EQUITY INCENTIVE PLAN) Eliem Therapeutics, Inc. (the ?Company?) has awarded to you (the ?Participant?) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the ?RSU Award?). Your RSU Award is subject to all of t

Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.

Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ELIEM THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Eliem Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?). DOES HEREBY CERTIFY: 1.

Form of common stock certificate of the Registrant.

Exhibit 4.1 CUSIP 28658R 10 6 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF Eliem Therapeutics, Inc. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certif

Amended and Restated Bylaws of the Registrant

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF ELIEM THERAPEUTICS, INC. (A DELAWARE CORPORATION) [], 2021 1 AMENDED AND RESTATED BYLAWS OF ELIEM THERAPEUTICS, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation of the corporation, as

* * *

*FOIA Confidential Treatment Request* Confidential Treatment Requested by Eliem Therapeutics, Inc.

Amended and Restated Bylaws of the Registrant, as currently in effect.

Exhibit 3.3 BYLAWS OF ELIEM THERAPEUTICS, INC., a Delaware corporation 1. Offices 1.1 Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. 1.2 Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the busines

Unit Transfer Agreement, dated February 4, 2019, by and between the Registrant and the Members of NeoKera, LLC.

Exhibit 2.1 UNIT TRANSFER AGREEMENT THIS UNIT TRANSFER AGREEMENT (this ?Agreement?) is made as of February 4, 2019, by and among Eliem Therapeutics, Inc., a Delaware corporation (?Eliem?), RA Capital Healthcare Fund, L.P., a Delaware limited partnership (?RA Healthcare?), Blackwell Partners LLC ? Series A, a Delaware limited liability company (?Blackwell Series A? and together with RA Healthcare,

Executive Employment Agreement by and between Eliem Therapeutics (UK) Ltd. and Valerie Morisset, Ph.D., effective January 1, 2021.

Exhibit 10.11 May 3, 2021 Valerie Morisset, Ph.D. Dear Valerie, Valerie Morisset?s (the ?Executive? or ?you?) Employment Agreement with Eliem Therapeutics (UK) Ltd (the ?Company? or ?we?) Your employment with the Company as President & Chief Scientific Officer, commenced on 1 April 2019 subject to the terms and conditions of employment described in a letter agreement dated March 15, 2019 (includin

Amended and Restated Investor Rights Agreement, dated May 21, 2021, by and among the Registrant and the investors listed on Schedule A thereto.

Exhibit 10.1 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of May 21, 2021, by and among Eliem Therapeutics, Inc., a Delaware corporation (the ?Company?), and the Investors (as defined in Section 1 below). RECITALS WHEREAS, certain of the Investors (the ?Existing Investors?) hold shares of the Company?s Series

Agreement and Plan of Merger and Reorganization, dated October 15, 2020, by and among the Registrant, Athena Merger Sub Inc., Athenen Therapeutics, Inc., AI ETI LLC, as Eliem Representative and Adam Rosenberg, as Athenen Representative.

Exhibit 2.3 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By and Among ELIEM THERAPEUTICS, INC., ATHENA MERGER SUB INC. ATHENEN THERAPEUTICS, INC., AI ETI LLC, AS ELIEM REPRESENTATIVE and ADAM ROSENBERG AS ATHENEN REPRESENTATIVE October 15, 2020 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of October 15, 2020, by and

Power of Attorney (see signature page to this registration statement on Form S-1).

Table of Contents As filed with the Securities and Exchange Commission on July 16, 2021.

2019 Equity Incentive Plan, as amended.

Exhibit 10.2 ELIEM THERAPEUTICS, INC. 2019 EQUITY INCENTIVE PLAN 1. Definitions As used in this 2019 Equity Incentive Plan, the following terms shall have the respective meanings set out below, unless the context clearly requires otherwise: 1.1 ?Accelerate,? ?Accelerated,? and ?Acceleration,? when used with respect to an Option, means that as of the time of reference such Option will become exerci

Asset Contribution Agreement, dated February 4, 2019, by and between the Registrant and Carnot, LLC.

Exhibit 2.2 EXECUTION VERSION ASSET CONTRIBUTION AGREEMENT This ASSET CONTRIBUTION AGREEMENT, dated as of February 4, 2019 (this ?Agreement?), is entered into by and between Carnot, LLC, a Delaware limited liability company (?Contributor?), and Eliem Therapeutics, Inc., a Delaware corporation (?Recipient?). Contributor and Recipient are sometimes individually referred to herein as a ?Party? and co

Executive Employment Agreement by and between the Registrant and Erin M. Lavelle, effective October 1, 2021.

Exhibit 10.10 EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) by and between Erin M. Lavelle (the ?Executive?) and Eliem Therapeutics, Inc. (the ?Company?) is effective as of October 1, 2020 (the ?Effective Date?). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive?s personal services to the Company; and Th

Executive Employment Agreement by and between the Registrant and Bob Azelby, effective October 1, 2021.

Exhibit 10.9 EXECUTIVE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) by and between Robert W. Azelby (the ?Executive?) and Eliem Therapeutics, Inc. (the ?Company?) is effective as of October 1, 2020 (the ?Effective Date?). The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive?s personal services to the Company; and Th

Confidential Submission No. 3 submitted to the U.S. Securities and Exchange Commission on July 9, 2021. This amended draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein

Table of Contents Confidential Submission No. 3 submitted to the U.S. Securities and Exchange Commission on July 9, 2021. This amended draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-

Cooley LLP 1700 Seventh Avenue Suite 1900 Seattle, WA 98101-1355 t: +1 206 452 8756 f: +1 206 452 8800 cooley.com

Alan Hambelton T: +1 206 452 8756 [email protected] July 12, 2021 Sasha Parikh Vanessa Robertson Dillon Hagius Jeffrey Gabor Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Eliem Therapeutics, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted June 21, 2021 CIK No. 0001768446 L

Cooley LLP 1700 Seventh Avenue Suite 1900 Seattle, WA 98101-1355 t: +1 206 452 8756 f: +1 206 229 3428 cooley.com

Alan Hambelton T: +1 206 452 8756 [email protected] June 21, 2021 Sasha Parikh Vanessa Robertson Dillon Hagius Jeffrey Gabor Office of Life Sciences Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Eliem Therapeutics, Inc. Draft Registration Statement on Form S-1 Submitted May 12, 2021 CIK No. 0001768446 Ladies and Gentlemen:

Confidential Submission No. 2 submitted to the U.S. Securities and Exchange Commission on June 21, 2021. This amended draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein

Table of Contents Confidential Submission No. 2 submitted to the U.S. Securities and Exchange Commission on June 21, 2021. This amended draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S

As confidentially submitted to the U.S. Securities and Exchange Commission on May 12, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly con

Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on May 12, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATE