Eledon Pharmaceuticals Enters Material Definitive Agreement

TL;DR

Eledon Pharma just signed a big deal, details TBD.

AI Summary

Eledon Pharmaceuticals, Inc. announced on September 20, 2024, that it entered into a material definitive agreement. The filing does not disclose specific details of the agreement, such as the counterparty or financial terms, but it is classified under Item Information related to Material Definitive Agreements and Financial Statements and Exhibits.

Why It Matters

This filing indicates a significant new development for Eledon Pharmaceuticals, potentially involving a partnership, acquisition, or other crucial business transaction that could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and implications of the material definitive agreement.

Key Players & Entities

• Eledon Pharmaceuticals, Inc. (company) — Registrant
• September 20, 2024 (date) — Date of earliest event reported
• Novus Therapeutics, Inc. (company) — Former company name
• Tokai Pharmaceuticals Inc (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value ELDN Nasdaq Global Market
• $75,000,000 — aving aggregate sales proceeds of up to $75,000,000, from time to time, through an "at the

Filing Documents

• eldn-20240920.htm (8-K) — 42KB
• 0000950170-24-108465.txt ( ) — 154KB
• eldn-20240920.xsd (EX-101.SCH) — 24KB
• eldn-20240920_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 20, 2024, Eledon Pharmaceuticals, Inc. (the "Company") entered into an Open Market Sale Agreement (the "Sales Agreement") with Guggenheim Securities, LLC ("Guggenheim Securities") to sell shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), having aggregate sales proceeds of up to $75,000,000, from time to time, through an "at the market" equity offering program under which Guggenheim Securities will act as sales agent. Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the time period during which sales are requested to be made and the limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Guggenheim Securities may sell the shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Capital Market or on any other existing trading market for the Common Stock. The Company and Guggenheim Securities may each terminate the Sales Agreement at any time upon ten trading days' notice as set forth in the Sales Agreement. Under the terms of the Sales Agreement, the Company may also sell shares to Guggenheim Securities acting as principal for Guggenheim Securities' own account. The compensation to Guggenheim Securities for sales of the Common Stock pursuant to the Sales Agreement will be an amount equal to 3.0% of the gross proceeds of any shares of Common Stock sold under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. The shares will be issued pursuant to a shelf registration statement on Form S-3 filed with the Securities and Exchange

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Open Market Sale Agreement, dated September 20, 2024, by and between Eledon Pharmaceuticals, Inc. and Guggenheim Securities, LLC (incorporated by reference to Exhibit 1.2 to the Company's registration statement on Form S-3, filed on September 20, 2024). 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: September 20, 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