Eledon Pharma to be Acquired for $12.8M

TL;DR

Eledon Pharma is being bought out for $12.8M cash, $1/share. Deal expected Q3.

AI Summary

Eledon Pharmaceuticals, Inc. announced on July 10, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of the Pritzker family for $1.00 per share in cash, representing a total transaction value of approximately $12.8 million. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by an affiliate of the Pritzker family at a premium to its current market valuation could signal confidence in Eledon's assets or a strategic move by the Pritzker group.

Risk Assessment

Risk Level: medium — The acquisition price is a premium, but the overall transaction value is small, and the deal is subject to closing conditions.

Key Numbers

• $12.8M — Total Transaction Value (Represents the total cash consideration for the acquisition.)
• $1.00 — Per Share Acquisition Price (The cash amount each shareholder will receive for their shares.)

Key Players & Entities

• Eledon Pharmaceuticals, Inc. (company) — Registrant
• Pritzker family (company) — Acquiring entity's affiliate
• $1.00 (dollar_amount) — Per share acquisition price
• $12.8 million (dollar_amount) — Total transaction value
• July 10, 2024 (date) — Date of definitive agreement
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value ELDN Nasdaq Global Market

Filing Documents

• eldn-20240710.htm (8-K) — 60KB
• eldn-ex10_1.htm (EX-10.1) — 153KB
• 0000950170-24-082730.txt ( ) — 355KB
• eldn-20240710.xsd (EX-101.SCH) — 24KB
• eldn-20240710_htm.xml (XML) — 5KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting on July 10, 2024, the Company's stockholders voted on three proposals described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 30, 2024. The results for each matter voted on by the stockholders at the Annual Meeting were as follows: Proposal 1: The stockholders of the Company elected Steven Perrin, Ph.D. and June Lee, M.D. as Class I Directors for a three-year term ending at the Annual Meeting of Stockholders to be held in 2027 and until each of their successors has been duly elected and qualified, or until their earlier death, resignation or removal. The results of the stockholders' vote with respect to the election of the Class I Directors were as follows: Nominee Term Expiring For Withhold Broker Non-Vote Dr. Steven Perrin, Ph.D. 2027 18,400,606 76,694 4,664,366 Dr. June Lee, M.D. 2027 17,277,562 1,200,666 4,663,438 Proposal 2: The stockholders of the Company approved an amendment to the Company's 2020 Incentive Plan, increasing the aggregate number of shares available for issuance by 3,500,000 shares. The results of the stockholders' vote with respect to the approved amendment were as follows: For Against Abstain Broker Non-Vote 16,774,297 1,617,215 89,402 4,660,752 Proposal 3: The stockholders of the Company ratified the appointment of KMJ Corbin & Company LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. The results of the stockholders' vote with respect to the ratification were as follows: For Against Abstain Broker Non-Vote 23,096,065 10,393 35,208 0

01 Other Events

Item 8.01 Other Events. Effective at the adjournment of the Annual Meeting, Walter Ogier retired from the Company's Board of Directors. At the time of his retirement, Mr. Ogier served on the Board's Audit Committee and Compensation Committee. In connection with Mr. Ogier's retirement, the Company made the following changes to the membership of its Board committees, effective immediately: 1. Audit Committee: Dr. Allan Kirk was appointed to the Audit Committee to replace Mr. Ogier. The Board has determined that Dr. Allan Kirk meets the requirements for independence of Audit Committee members under the applicable listing standards of Nasdaq and the Securities Exchange Act of 1934, as amended. Effective as of July 10, 2024, the Audit Committee is composed of Mr. John McBride (Chair), Dr. Allan Kirk, and Mr. James Robinson. 2. Compensation Committee: Mr. John McBride was appointed to the Compensation Committee to replace Mr. Ogier. Effective as of July 10, 2024, the Compensation Committee is composed of Mr. James Robinson (Chair), Dr. June Lee, and Mr. John McBride. 3. Nominating and Corporate Governance Committee: Dr. Jan Hillson was appointed to the Nominating and Corporate Governance Committee to replace Mr. John McBride. Effective as of July 10, 2024, the Nominating and Corporate Governance Committee is composed of Mr. Keith Katkin (Chair), Dr. Jan Hillson, and Dr. June Lee.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. 10.1* Eledon Pharmaceuticals, Inc. 2020 Long Term Incentive Plan, as amended 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. Management contract or compensatory plan or arrangement.

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. Date: July 10, 2024 By: /s/ David-Alexandre C. Gros, M.D. Name: David-Alexandre C. Gros, M.D. Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR