Eledon Pharmaceuticals Files 8-K: Material Agreement & Equity Sales

TL;DR

Eledon Pharma signed a big deal and sold stock, filing an 8-K on May 6th.

AI Summary

Eledon Pharmaceuticals, Inc. announced on May 6, 2024, that it entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided updates on financial statements and exhibits. Specific details regarding the agreement and equity sales were not immediately available in this filing.

Why It Matters

This filing indicates significant corporate activity, including a material agreement and potential equity dilution, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Eledon Pharmaceuticals, Inc. (company) — Registrant
• May 06, 2024 (date) — Date of earliest event reported
• 19800 MacArthur Blvd. Suite 250 (address) — Principal Executive Offices
• Irvine, California 92612 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value ELDN Nasdaq Global Market
• $2.37 — hare (the "Common Stock") at a price of $2.37 per share, and pre-funded warrants (the
• $2.369 — he "Pre-Funded Warrants") at a price of $2.369 per underlying share, which are exercis
• $50 million — roceeds to the Company of approximately $50 million. The Company intends to use the net pro

Filing Documents

• eldn-20240506.htm (8-K) — 49KB
• eldn-ex4_1.htm (EX-4.1) — 126KB
• eldn-ex10_1.htm (EX-10.1) — 476KB
• eldn-ex10_2.htm (EX-10.2) — 258KB
• eldn-ex99_1.htm (EX-99.1) — 11KB
• eldn-ex99_2.htm (EX-99.2) — 18KB
• img20068692_0.jpg (GRAPHIC) — 7KB
• img20992213_0.jpg (GRAPHIC) — 14KB
• 0000950170-24-053934.txt ( ) — 1208KB
• eldn-20240506.xsd (EX-101.SCH) — 24KB
• eldn-20240506_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 6, 2024, Eledon Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain institutional and accredited investors (the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the "Private Placement") an aggregate of 13,110,484 shares (the "Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock") at a price of $2.37 per share, and pre-funded warrants (the "Pre-Funded Warrants") at a price of $2.369 per underlying share, which are exercisable to purchase 7,989,516 shares of Common Stock at an exercise price of $0.001 per share. The Pre-Funded Warrants were issued in lieu of shares of Common Stock and are exercisable immediately and until exercised in full. A Purchaser (together with its affiliates) may not exercise any portion of a Pre-Funded Warrant to the extent that the Purchaser would own more than a specified beneficial ownership limitation (equal to 4.99% or 9.99% as determined by the Purchaser) of the Company's outstanding Common Stock immediately after exercise. The beneficial ownership limitation may be increased at the option of the Purchaser upon 61 days' prior notice to the Company, provided, however, that, to the extent required by applicable Nasdaq Marketplace Rules, the beneficial ownership limitation may not exceed 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such Pre-Funded Warrant. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The closing of the Private Placement is expected to occur the week of May 6, 2024. The Private Placement is expected to result in gross proceed

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K related to the Shares, the Pre-Funded Warrants, and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 7, 2024, the Company issued a press release announcing the Private Placement. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. Also on May 7, 2024, the Company issued a press release providing clinical trial updates. The press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant to Purchase Common Stock 10.1 Securities Purchase Agreement, dated May 6, 2024 10.2 Registration Rights Agreement, dated May 6, 2024 99.1 Press Release dated May 7, 2024 regarding private placement transaction 99.2 Press Release dated May 7, 2024 announcing clinical trial updates 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Eledon Pharmaceuticals, Inc. Date: May 7, 2024 By: /s/ David-Alexandre C. Gros, M.D. Name: David-Alexandre C. Gros, M.D. Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR