Eledon Pharmaceuticals Enters Material Definitive Agreement

TL;DR

Eledon Pharma just signed a big deal, filing an 8-K to confirm.

AI Summary

Eledon Pharmaceuticals, Inc. announced on October 29, 2024, that it entered into a material definitive agreement. The company, formerly known as Novus Therapeutics, Inc. and Tokai Pharmaceuticals Inc., is incorporated in Delaware and headquartered in Irvine, California.

Why It Matters

This filing indicates a significant new contract or partnership for Eledon Pharmaceuticals, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, the specifics of which are not detailed in this initial filing.

Key Players & Entities

• Eledon Pharmaceuticals, Inc. (company) — Registrant
• Novus Therapeutics, Inc. (company) — Former Company Name
• Tokai Pharmaceuticals Inc (company) — Former Company Name
• October 29, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value ELDN Nasdaq Global Market
• $3.65 — Common Stock"), at an offering price of $3.65 per share (the "Common Stock Purchase P
• $3.649 — he "Pre-Funded Warrants") at a price of $3.649 per Pre-Funded Warrant, which are exerc
• $79.5 million — ed offering expenses, are approximately $79.5 million. The Company currently plans to use the

Filing Documents

• eldn-20241029.htm (8-K) — 49KB
• eldn-ex1_1.htm (EX-1.1) — 441KB
• eldn-ex4_1.htm (EX-4.1) — 125KB
• eldn-ex5_1.htm (EX-5.1) — 28KB
• eldn-ex99_1.htm (EX-99.1) — 13KB
• img20068692_0.jpg (GRAPHIC) — 7KB
• img24513963_0.jpg (GRAPHIC) — 18KB
• img24513963_1.jpg (GRAPHIC) — 18KB
• 0000950170-24-118497.txt ( ) — 934KB
• eldn-20241029.xsd (EX-101.SCH) — 24KB
• eldn-20241029_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 29, 2024, Eledon Pharmaceuticals, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Leerink Partners, LLC, as representative of the several underwriters named therein (the "Underwriters") in connection with the underwritten offering, issuance and sale by the Company (the "Offering") of 18,356,173 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at an offering price of $3.65 per share (the "Common Stock Purchase Price"), and pre-funded warrants (the "Pre-Funded Warrants") at a price of $3.649 per Pre-Funded Warrant, which are exercisable to purchase 4,931,507 shares of Common Stock at an exercise price of $0.001 per share. The Offering is expected to close on or about October 30, 2024, subject to the satisfaction of customary closing conditions. The estimated net proceeds to the Company from the Offering, after deducting the Underwriters' discounts and commissions and the Company's estimated offering expenses, are approximately $79.5 million. The Company currently plans to use the net proceeds from the Offering to advance the Company's pipeline and for working capital and general corporate purposes. The Offering is being made pursuant to the Company's registration statement on Form S-3 (File No. 333-282260), previously filed with the Securities and Exchange Commission (the "SEC") on September 20, 2024 and declared effective by the SEC on October 2, 2024 and a prospectus supplement relating to the Offering dated October 29, 2024. The Underwriting Agreement contains customary representations and warranties and also contains customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement, the Com

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 29, 2024, the Company issued a press release announcing the pricing of the Offering. 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated October 29, 2024, by and between Eledon Pharmaceuticals, Inc. and Leerink Partners LLC, as representative of the several underwriters named therein. 4.1 Form of Pre-Funded Warrant. 5.1 Legal Opinion of O'Melveny & Myers LLP, dated October 29, 2024. 99.1 Press Release, dated October 29, 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: October 29, 2024 By: /s/ David-Alexandre C. Gros, M.D. David Alexandre C. Gros, M.D. Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR