ELDN / Eledon Pharmaceuticals, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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

Table of Contents on UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Eledon Pharmaceuticals Reports Second Quarter 2025 Operating and Financial Results Updated data from ongoing open-label Phase 1b trial demonstrated a mean 12-month eGFR of approximately 68 mL/min/1.73 m2 post-transplant for patients on tegoprubart Co

Exhibit 99.1 Eledon Pharmaceuticals Reports Second Quarter 2025 Operating and Financial Results Updated data from ongoing open-label Phase 1b trial demonstrated a mean 12-month eGFR of approximately 68 mL/min/1.73 m2 post-transplant for patients on tegoprubart Company on track to report topline results from Phase 2 BESTOW trial in kidney transplantation in November 2025 Cash, cash equivalents and

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: 001-36620 ELEDON PHARMACEUTICALS, INC.

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. 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 11, 2025 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No.

FORM 8-K Item 7.01 Regulation FD Disclosure. 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 06, 2025 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commi

Eledon Presents Updated Data from Ongoing Phase 1b Trial Evaluating Tegoprubart for Prevention of Rejection in Kidney Transplantation Data from patients who remained on tegoprubart for a year showed overall mean 12-month eGFR of approximately 68 mL/m

Exhibit 99.1 Eledon Presents Updated Data from Ongoing Phase 1b Trial Evaluating Tegoprubart for Prevention of Rejection in Kidney Transplantation Data from patients who remained on tegoprubart for a year showed overall mean 12-month eGFR of approximately 68 mL/min/1.73 m² post-transplant Preliminary iBox data, a key biomarker of kidney function and immunologic response, supports that tegoprubart

Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Eledon Pharmaceuticals, Inc., effective June 10, 2025.

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF ELEDON PHARMACEUTICALS, INC. Eledon Pharmaceuticals, 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 Corporation Law”), does hereby certify as follows: 1. The current name of the Corporation i

Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Eledon Pharmaceuticals, Inc., (effecting an increase in authorized shares of common stock) effective June 10, 2025 (filed with the SEC as Exhibit 3.1 on the Company’s Current Report on Form 8-K filed on June 12, 2025).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF ELEDON PHARMACEUTICALS, INC. Eledon Pharmaceuticals, 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 Corporation Law”), does hereby certify as follows: 1. The current name of the Corporation i

FORM 8-K Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Item 5.07 Submission of Matters to a Vote of Security Holders. 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): June 10, 2025 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commiss

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: 001-36620 ELEDON PHARMACEUTICALS, INC.

Eledon Pharmaceuticals Reports First Quarter 2025 Operating and Financial Results On track to report topline results from Phase 2 BESTOW trial in kidney transplantation in fourth quarter of 2025 Tegoprubart used as a key component of immunosuppressio

Exhibit 99.1 Eledon Pharmaceuticals Reports First Quarter 2025 Operating and Financial Results On track to report topline results from Phase 2 BESTOW trial in kidney transplantation in fourth quarter of 2025 Tegoprubart used as a key component of immunosuppression regimen in its second transplant of a genetically modified pig kidney into a human conducted at Massachusetts General Hospital Cash, ca

FORM 8-K Item 2.02 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 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commissi

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 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

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): April 01, 2025 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of In

Letter from Crowe LLP, dated April 7, 2025

Exhibit 16.1 Crowe LLP Independent Member Crowe Global 801 S. Figueroa, Suite 1750 Los Angeles, CA, 90017 Tel +1 818 501 5200 Fax +1 818 907 9632 www.crowe.com April 7, 2025 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N. E. Washington, D.C. 20549 Ladies and Gentlemen: We have read the comments made regarding us in Item 4.01 of Form 8-K of Eledon Pharmaceuticals,

FORM 8-K Item 4.01 Changes in Registrant’s Certifying Accountant.

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 01, 2025 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commis

Form of Amendment to Stock Option Agreement, dated June 13, 2024, between Eledon Pharmaceuticals, Inc. and David-Alexandre C. Gros, M.D., Steve Perrin, Ph D., Bryan Smith and Paul Little

Exhibit 10.25 ELEDON PHARMACEUTICALS, INC. June 13, 2024 [NAME] Re: Amendment to Stock Option Agreement Dear [NAME], You and Eledon Pharmaceuticals, Inc. (“we,” “us,” or the “Company”) have mutually agreed to enter into this letter agreement (the “Agreement”) in order to document an amendment to your outstanding stock option agreement, effective as of the date hereof (the “Effective Date”). You we

Eledon Pharmaceuticals Reports Fourth Quarter and Full Year 2024 Operating and Financial Results Tegoprubart used as a key component of immunosuppression regimen in the second transplant of a genetically modified pig kidney into a human conducted at

Exhibit 99.1 Eledon Pharmaceuticals Reports Fourth Quarter and Full Year 2024 Operating and Financial Results Tegoprubart used as a key component of immunosuppression regimen in the second transplant of a genetically modified pig kidney into a human conducted at Massachusetts General Hospital Announced positive initial data from first three subjects with type 1 diabetes treated with tegoprubart as

David-Alexandre Gros, M.D. Letter Agreement, dated December 16, 2024

Exhibit 10.14 December 16, 2024 Dear David-Alexandre: Eledon Pharmaceuticals, Inc. (“Eledon” or the “Company”) and you are parties to the executive employment agreement dated September 9, 2020, as amended on April 27, 2023 (the “Employment Agreement”). The Company desires to provide certain additional benefits to you as described below. The Employment Agreement continues in effect, as amended and

Form of Amendment to Stock Option Agreement, dated November 20, 2024, between Eledon Pharmaceuticals, Inc. and David-Alexandre C. Gros, M.D., Steve Perrin, Ph D., Bryan Smith and Paul Little

Exhibit 10.26 ELEDON PHARMACEUTICALS, INC. November 20, 2024 [NAME] Re: Amendment to Stock Option Agreement Dear [NAME], You and Eledon Pharmaceuticals, Inc. (“we,” “us,” or the “Company”) have mutually agreed to enter into this letter agreement (the “Agreement”) in order to document an amendment to your outstanding stock option agreement, effective as of the date hereof (the “Effective Date”). Yo

Lease Agreement, dated September 4, 2024, by and between Blanchard Group LLC and Eledon Pharmaceuticals, Inc

Exhibit 10.8 LEASE BLANCHARD WOODS 78 Blanchard Road, Burlington, Massachusetts Premises: Approximately 6,138 rentable square feet of space on the third (3rd) floor of the Building Tenant: Eledon Pharmaceuticals, Inc. T A B L E O F C O N T E N T S 1. BASIC LEASE PROVISIONS 1 1.1 INTRODUCTION 1 1.2 BASIC DATA AND DEFINITIONS. 1 2. DEMISING OF PREMISES, TERM, OPTIONS 2 2.1 DEMISE OF PREMISES. 2 2.2

Eledon Pharmaceuticals, Inc. Insider Trading Policy

Exhibit 19.1 19800 MacArthur Blvd., Suite 250 Irvine, California 92612 +1 (949) 238-8090 eledon.com Document Number: OP-0013 Document Revision: 1.1 Document Name: Insider Trading Effective Date: January 09, 2021 1. Policy Scope This Policy applies to all employees, temporary workers, and members of the Board of Directors of Eledon Pharmaceuticals, Inc. (together “Personnel”) along with its affilia

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

Table of Contents on UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Fourth Amendment to Lease Agreement, dated March 12, 2024, by and between Newport Gateway Office LLC and Eledon Pharmaceuticals, Inc.

Exhibit 10.7 FOURTH AMENDMENT TO LEASE This Fourth Amendment to Lease (“Amendment”) dated March 12, 2024, by and between NEWPORT GATEWAY OFFICE LLC, a Delaware limited liability company (“Landlord”), and ELEDON PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). II. RECITALS Landlord (The Irvine Company LLC, a Delaware limited liability company) and Tenant (formerly known as Novus Therapeuti

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 20, 2025 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commis

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Eledon Pharmaceuticals, Inc. Date: February 14, 2025 FRAZIER LIFE SCIENCES PUBLIC FUND, L.P. By:

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

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 16, 2024 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Com

ELDN / Eledon Pharmaceuticals, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-eldn093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ELEDON PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 28617K101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check th

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: 001-36620 ELEDON PHARMACEUTICALS, 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

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 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Com

Eledon Pharmaceuticals Announces Recent Business Highlights and Third Quarter 2024 Financial Results Completed enrollment of Phase 2 BESTOW trial of tegoprubart in kidney transplantation four months ahead of schedule; on track to report topline resul

Exhibit 99.1 Eledon Pharmaceuticals Announces Recent Business Highlights and Third Quarter 2024 Financial Results Completed enrollment of Phase 2 BESTOW trial of tegoprubart in kidney transplantation four months ahead of schedule; on track to report topline results in fourth quarter of 2025 Announced positive initial data from first three subjects with type 1 diabetes treated with tegoprubart as p

ELDN / Eledon Pharmaceuticals, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment

SC 13G 1 tm2427451d2sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 28617K101 (CUSIP Number) October 29, 2024 (Date of Event Which Requires Filing of this Statement) Ch

Joint Filing Agreement

EX-1 2 tm2427451d2ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of November 5, 2024 is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a s

AGREEMENT

EX-99.A 2 d897129dex99a.htm EX-99.A EXHIBIT A AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Eledon Pharmaceuticals, Inc. Date: November 5, 2024 FRAZIER LIFE SCIENCES PUB

ELDN / Eledon Pharmaceuticals, Inc. / Frazier Life Sciences Public Fund, L.P. - SC 13G Passive Investment

SC 13G 1 d897129dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.  )* Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 28617K101 (CUSIP Number) October 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

ELDN / Eledon Pharmaceuticals, Inc. / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 10 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13ga1007422eldn10312024.htm AMENDMENT NO. 10 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (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(b) (Amendment No. 10)1 Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.

ELDN / Eledon Pharmaceuticals, Inc. / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 9 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13ga907422eldn10312024.htm AMENDMENT NO. 9 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (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(b) (Amendment No. 9)1 Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001

Underwriting Agreement, dated October 29, 2024, by and between Eledon Pharmaceuticals, Inc. and Leerink Partners LLC, as representative of the several underwriters named therein.

Exhibit 1.1 Eledon Pharmaceuticals, Inc. (a Delaware corporation) 18,356,173 Shares of Common Stock Pre-Funded Warrants to Purchase up to 4,931,507 Shares of Common Stock UNDERWRITING AGREEMENT October 29, 2024 Leerink Partners LLC as Representative of the several Underwriters c/o Leerink Partners LLC 53 State Street, 40th Floor Boston, MA 02109 Ladies and Gentlemen: Eledon Pharmaceuticals, Inc.,

Form of Pre-Funded Warrant to Purchase Common Stock

Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK ELEDON PHARMACEUTICALS, INC. Warrant Shares: Issue Date:, 20 Initial Exercise Date: , 20 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

Subject to Completion, Dated October 29, 2024

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-282260 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these s

Eledon Pharmaceuticals Announces Pricing of $85 Million Underwritten Offering of Common Stock and Pre-Funded Warrants

Exhibit 99.1 Eledon Pharmaceuticals Announces Pricing of $85 Million Underwritten Offering of Common Stock and Pre-Funded Warrants IRVINE, Calif., October 29, 2024 (GLOBE NEWSWIRE) – Eledon Pharmaceuticals, Inc. (“Eledon”) (NASDAQ: ELDN), today announced the pricing of its underwritten offering of (i) 18,356,173 shares of its common stock at a price of $3.65 per share and (ii) pre-funded warrants

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

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 29, 2024 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Comm

18,356,173 Shares of Common Stock Pre-Funded Warrants to Purchase up to 4,931,507 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-282260 PROSPECTUS SUPPLEMENT (To prospectus dated October 2, 2024) 18,356,173 Shares of Common Stock Pre-Funded Warrants to Purchase up to 4,931,507 Shares of Common Stock We are offering 18,356,173 shares of our common stock, $0.001 par value per share, and, in lieu of shares of our common stock to certain investors that so c

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

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 29, 2024 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Comm

Eledon Pharmaceuticals Announces Positive Initial Data from Subjects with Type 1 Diabetes Treated with Tegoprubart as Part of an Immunosuppression Regimen Following Islet Transplantation in Investigator-Initiated Trial at UChicago Medicine - First tw

Exhibit 99.1 Eledon Pharmaceuticals Announces Positive Initial Data from Subjects with Type 1 Diabetes Treated with Tegoprubart as Part of an Immunosuppression Regimen Following Islet Transplantation in Investigator-Initiated Trial at UChicago Medicine - First two out of three subjects treated with tegoprubart as part of immunosuppression regimen to prevent transplant rejection achieved insulin in

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

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 30, 2024 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Co

September 30, 2024

September 30, 2024 VIA EDGAR Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street, N.

As filed with the Securities and Exchange Commission on September 20, 2024.

Table of Contents As filed with the Securities and Exchange Commission on September 20, 2024.

Open Market Sales Agreement by and between the Registrant and Guggenheim Securities, LLC dated September 20, 2024

Exhibit 1.2 OPEN MARKET SALE AGREEMENT September 20, 2024 Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 Ladies and Gentlemen: Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Guggenheim Securities, LLC, as sales agent and/or principal (the “Agent”),

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

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 20, 2024 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Co

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Eledon Pharmaceuticals, Inc.

Form of Indenture for Senior Debt Securities.

Exhibit 4.10 ELEDON PHARMACEUTICALS, INC. INDENTURE Dated as of , 20 [     ] Trustee Senior Debt Securities TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1    Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 4 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuab

Form of Indenture for Subordinated Debt Securities.

Exhibit 4.11 ELEDON PHARMACEUTICALS, INC. INDENTURE Dated as of , 20 [     ] Trustee Subordinated Securities TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1    Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 4 ARTICLE II. THE SECURITIES 5 Section 2.1. Issua

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, 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: 001-36620 ELEDON PHARMACEUTICALS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 2)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 2) (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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No.

Eledon Pharmaceuticals Reports Preliminary Second Quarter 2024 Operating Results Presented updated data on 13 participants from ongoing Phase 1b trial evaluating tegoprubart for prevention of rejection in kidney transplantation 80 participants (two-t

Exhibit 99.1 Eledon Pharmaceuticals Reports Preliminary Second Quarter 2024 Operating Results Presented updated data on 13 participants from ongoing Phase 1b trial evaluating tegoprubart for prevention of rejection in kidney transplantation 80 participants (two-thirds of projected recruitment) enrolled in Phase 2 BESTOW trial Completed an oversubscribed $50 million private placement; Company expec

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

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 13, 2024 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-36620 CUSIP Number: 28617K101 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

Letter from KMJ Corbin & Company LLP, dated July 12, 2024

Exhibit 16.1 July 12, 2024 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N. E. Washington, D.C. 20549 Ladies and Gentlemen: We have read the comments made regarding us in Item 4.01 of Form 8-K of Eledon Pharmaceuticals, Inc. dated July 10, 2024, and are in agreement with those statements. /s/ KMJ Corbin & Company LLP Glendora, California

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 10, 2024 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commiss

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

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 08, 2024 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commiss

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

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 10, 2024 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commiss

Eledon Pharmaceuticals, Inc. 2020 Long Term Incentive Plan, as amended

Exhibit 10.1 ELEDON PHARMACEUTICALS, INC. 2020 LONG TERM INCENTIVE PLAN 1. GENERAL. (a) Successor to Prior Plan. This Plan is the successor to the Novus Therapeutics, Inc. 2014 Stock Incentive Plan (the “Prior Plan”). From and after 12:01 a.m. Eastern time on the Effective Date, no additional stock awards will be granted under the Prior Plan. (b) Eligible Award Recipients. Employees, Directors and

21,100,000 Shares of Common Stock Offered by the Selling Stockholders

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-279711 PROSPECTUS 21,100,000 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the resale from time to time of up to 21,100,000 shares of our common stock, $0.001 par value per share (the “Shares”), by the selling stockholders identified in this prospectus (collectively with any of the holde

June 3, 2024

June 3, 2024 VIA EDGAR Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street, N.

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

Filing Fee Table **

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

As filed with the Securities and Exchange Commission on May 24, 2024

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on May 24, 2024 Registration No.

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: 001-36620 ELEDON PHARMACEUTICALS, 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

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 09, 2024 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commissi

Eledon Pharmaceuticals Reports First Quarter 2024 Operating and Financial Results Completed oversubscribed $50 million private placement First participant dosed in clinical trial at University of Chicago Medicine assessing the use of tegoprubart to p

EXHIBIT 99.1 Eledon Pharmaceuticals Reports First Quarter 2024 Operating and Financial Results Completed oversubscribed $50 million private placement First participant dosed in clinical trial at University of Chicago Medicine assessing the use of tegoprubart to prevent islet cell transplant rejection in patients with type 1 diabetes Reported updated data from ongoing Phase 1b trial evaluating tego

Form of Pre-Funded Warrant to Purchase Common Stock

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Eledon Pharmaceuticals Announces Oversubscribed $50 Million Private Placement

Exhibit 99.1 Eledon Pharmaceuticals Announces Oversubscribed $50 Million Private Placement IRVINE, Calif., May 7, 2024 (GLOBE NEWSWIRE) – Eledon Pharmaceuticals, Inc. (“Eledon”) (NASDAQ: ELDN) today announced that it has entered into a securities purchase agreement with certain institutional and accredited healthcare investors for a private investment in public equity financing that is expected to

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

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 06, 2024 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commissi

Securities Purchase Agreement, dated May 6, 2024

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 6, 2024, between Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditio

Eledon Announces Clinical Progress with Tegoprubart in the Prevention of Transplant Rejection First participant dosed in clinical trial at University of Chicago Medicine assessing the use of tegoprubart to prevent islet cell transplant rejection in p

Exhibit 99.2 Eledon Announces Clinical Progress with Tegoprubart in the Prevention of Transplant Rejection First participant dosed in clinical trial at University of Chicago Medicine assessing the use of tegoprubart to prevent islet cell transplant rejection in patients with type 1 diabetes Company reports updated data from ongoing Phase 1b trial evaluating tegoprubart for prevention of rejection

Registration Rights Agreement, dated May 6, 2024

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 6, 2024, by and between Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securitie

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

Table of Contents 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

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

Table of Contents 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 001-366

Form of Stock Option Agreement, dated May 1, 2023, between Eledon Pharmaceuticals, Inc. and each of David-Alexandre C. Gros, M.D., Steve Perrin, Ph D. and Paul Little

Exhibit 10.22 ELEDON PHARMACEUTICALS, INC. Stock Option Agreement Granted Under 2020 Long Term Incentive Plan 1) GRANT OF OPTION. A) This agreement evidences the grant by ELEDON PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), on May 1, 2023 (the “Grant Date”) to [ ], an Employee or other eligible service provider of the Company (the “Participant”), of an option (the “Option”) to pur

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

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, 2024 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commis

Eledon Pharmaceuticals Reports Fourth Quarter and Full Year 2023 Operating and Financial Results Enrolled 12 participants in Phase 2 BESTOW trial evaluating tegoprubart for the prevention of kidney rejection Tegoprubart used as a component of the imm

EXHIBIT 99.1 Eledon Pharmaceuticals Reports Fourth Quarter and Full Year 2023 Operating and Financial Results Enrolled 12 participants in Phase 2 BESTOW trial evaluating tegoprubart for the prevention of kidney rejection Tegoprubart used as a component of the immunosuppressive treatment regimen following the first-ever transplant of a kidney from a genetically modified pig to a human Additional da

Incentive Compensation Recoupment Policy

Exhibit 97.1 Incentive Compensation Recoupment Policy Effective as of December 1, 2023 In the event Eledon Pharmaceuticals, Inc. (the “Company”) is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws (including any required accounting restatement to correct an error in previously issued fi

Form of Amendment to Stock Option Agreement, dated December 30, 2023, between Eledon Pharmaceuticals, Inc. and David-Alexandre C. Gros, M.D., Steve Perrin, Ph D. and Paul Little

Exhibit 10.23 ELEDON PHARMACEUTICALS, INC. December 30, 2023 [ ] Re: Amendment to Stock Option Agreement Dear [ ], You and Eledon Pharmaceuticals, Inc. (“we,” “us,” or the “Company”) have mutually agreed to enter into this letter agreement (the “Agreement”) in order to document an amendment to your outstanding stock option agreement, effective as of the date hereof (the “Effective Date”). You were

ELDN / Eledon Pharmaceuticals, Inc. / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 8 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (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(b) (Amendment No. 8)1 Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 28617K101 (CUSIP Number) Decem

ELDN / Eledon Pharmaceuticals, Inc. / Cormorant Asset Management, LP - AMENDMENT NO. 3 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 28617K101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

ELDN / Eledon Pharmaceuticals, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

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

Eledon Pharmaceuticals Reports Third Quarter 2023 Operating and Financial Results Reported updated data from ongoing Phase 1b trial further supporting the potential of tegoprubart as a novel kidney transplant immunosuppressive therapy to prevent reje

Exhibit 99.1 Eledon Pharmaceuticals Reports Third Quarter 2023 Operating and Financial Results Reported updated data from ongoing Phase 1b trial further supporting the potential of tegoprubart as a novel kidney transplant immunosuppressive therapy to prevent rejection and better preserve organ function First participant dosed in Phase 2 BESTOW trial evaluating tegoprubart for the prevention of rej

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 09, 2023 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Com

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: 001-36620 ELEDON PHARMACEUTICALS, INC.

Forward-Looking Statements This presentation contains forward‐looking statements that involves substantial risks and uncertainties. Any statements about the company’s future expectations, plans and prospects, including statements about its strategy,

Phase 1b Trial Update: Evaluating Tegoprubart For The Prevention of Rejection In Patients Undergoing Kidney Transplantation November 2, 2023 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

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 02, 2023 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Com

Eledon Reports Updated Data from Ongoing Phase 1b Trial Evaluating Tegoprubart for Prevention of Rejection in Kidney Transplantation Data from 11 participants demonstrates tegoprubart successfully prevented kidney transplant rejection and was general

EXHIBIT 99.1 Eledon Reports Updated Data from Ongoing Phase 1b Trial Evaluating Tegoprubart for Prevention of Rejection in Kidney Transplantation Data from 11 participants demonstrates tegoprubart successfully prevented kidney transplant rejection and was generally safe and well-tolerated Aggregate mean eGFR was above 70 mL/min/1.73m2 at all reported time points after day 90 supporting tegoprubart

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

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 29, 2023 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Co

Form of Indemnification Agreement to be entered into with each of the directors and officers of Eledon

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of , 2023 by and between Eledon Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and ("Indemnitee"). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECITALS WHEREAS, the Board of Direct

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

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 20, 2023 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Co

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

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 11, 2023 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Co

Power of Attorney

24.1 POWER OF ATTORNEY AND SIGNATURES KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Alexandre C. Gros, M.D. and Paul Little, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capa

As filed with the Securities and Exchange Commission on August 10, 2023

As filed with the Securities and Exchange Commission on August 10, 2023 Registration No.

Calculation of Filing Fee Table

EXHIBIT 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) ELEDON PHARMACEUTICALS, 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 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: 001-36620 ELEDON PHARMACEUTICALS, INC.

Eledon Pharmaceuticals Reports Second Quarter 2023 Operating and Financial Results Ninth patient dosed in ongoing Phase 1b trial evaluating tegoprubart in patients undergoing kidney transplantation; updated clinical data expected in the fourth quarte

EXHIBIT 99.1 Eledon Pharmaceuticals Reports Second Quarter 2023 Operating and Financial Results Ninth patient dosed in ongoing Phase 1b trial evaluating tegoprubart in patients undergoing kidney transplantation; updated clinical data expected in the fourth quarter Raised up to $185 million, including $35 million upfront, from leading investors Successfully completed a non-human primate study for s

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

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 10, 2023 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commi

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

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 21, 2023 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commiss

Eledon Pharmaceuticals, Inc. 2020 Long Term Incentive Plan, as amended

Exhibit 10.1 ELEDON PHARMACEUTICALS, INC. 2020 LONG TERM INCENTIVE PLAN 1. GENERAL. (a) Successor to Prior Plan. This Plan is the successor to the Novus Therapeutics, Inc. 2014 Stock Incentive Plan (the “Prior Plan”). From and after 12:01 a.m. Eastern time on the Effective Date, no additional stock awards will be granted under the Prior Plan. (b) Eligible Award Recipients. Employees, Directors and

75,757,590 Shares of Common Stock Offered by the Selling Stockholders

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-272052 PROSPECTUS 75,757,590 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the resale from time to time of up to 75,757,590 shares of our common stock, $0.001 par value per share (the “Shares”), by the selling stockholders identified in this prospectus (collectively with any of the

May 31, 2023

CORRESP May 31, 2023 VIA EDGAR Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street, N.

Power of Attorney (included on signature page) **

S-3 1 d510595ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on May 18, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ELEDON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 20-1000967 (State or other jurisdict

Filing Fee Table **

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Eledon Pharmaceuticals, Inc.

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: 001-36620 ELEDON PHARMACEUTICALS, 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

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 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commissi

Eledon Pharmaceuticals Reports First Quarter 2023 Operating and Financial Results Reported open-label data from ongoing Phase 1b trial of tegoprubart in kidney transplantation demonstrating mean eGFRs from 3 participants above 70 mL/min/1.73m2 at mea

Exhibit 99.1 Eledon Pharmaceuticals Reports First Quarter 2023 Operating and Financial Results Reported open-label data from ongoing Phase 1b trial of tegoprubart in kidney transplantation demonstrating mean eGFRs from 3 participants above 70 mL/min/1.73m2 at measured timepoints Completed financing of up to $185 million, with $35 million upfront, to fund the Company through the Phase 2 BESTOW kidn

Form 8-K

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 26, 2023 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commis

Registration Rights Agreement, dated April 28, 2023

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 28, 2023, by and between Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securi

definitive proxy statement

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

David-Alexandre Gros, M.D. Letter Agreement, dated April 27, 2023

EX-10 6 eldn-ex103.htm EX-10.3 Exhibit 10.3 April 27, 2023 Dear David-Alexandre: Eledon Pharmaceuticals, Inc. (“Eledon” or the “Company”) and you are parties to the executive employment agreement dated September 9, 2020 (the “Employment Agreement”). The Company desires to provide certain additional benefits to you as described below. The Employment Agreement continues in effect, as amended and sup

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

Securities Purchase Agreement, dated April 28, 2023

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 28, 2023, between Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condi

Form of Pre-Funded Warrant to Purchase Common Stock

EX-4 2 eldn-ex41.htm EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS

Form of Tranche A Warrant to Purchase Common Stock or Pre-Funded Warrants

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Eledon Pharmaceuticals Announces up to $185 Million Financing to Advance Tegoprubart Kidney Transplantation Clinical Trials $35 million in upfront financing with the potential to receive additional aggregate financing up to $105 million, subject to a

Exhibit 99.1 Eledon Pharmaceuticals Announces up to $185 Million Financing to Advance Tegoprubart Kidney Transplantation Clinical Trials $35 million in upfront financing with the potential to receive additional aggregate financing up to $105 million, subject to achieving clinical development milestones, plus up to $45 million upon exercise of warrants Led by BVF Partners LP and Armistice Capital,

Steve Perrin, Ph.D. Letter Agreement, dated April 27, 2023

Exhibit 10.4 April 27, 2023 Dear Steven: Eledon Pharmaceuticals, Inc. (“Eledon” or the “Company”) and you are parties to the executive employment agreement dated September 14, 2020 (the “Employment Agreement”). The Company desires to provide certain additional benefits to you as described below. The Employment Agreement continues in effect, as amended and supplemented by this letter agreement (the

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

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 30, 2023 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commis

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, 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 001-36620 ELEDON PHARMACE

Eledon Pharmaceuticals Reports Fourth Quarter and Full-Year 2022 Operating and Financial Results Four patients enrolled in open-label Phase 1b kidney transplant trial with clinical data on first three patients to be presented at the World Congress of

Exhibit 99.1 Eledon Pharmaceuticals Reports Fourth Quarter and Full-Year 2022 Operating and Financial Results Four patients enrolled in open-label Phase 1b kidney transplant trial with clinical data on first three patients to be presented at the World Congress of Nephrology (WCN) on March 31, 2023 Safety data on sixteen patients enrolled in open-label Phase 2 IgA nephropathy trial also to be prese

COURTESY COPY OF ELDN_Q4_EARNINGS_2023.03

Exhibit 99.1 Eledon Pharmaceuticals Reports Fourth Quarter and Full-Year 2022 Operating and Financial Results Four patients enrolled in open-label Phase 1b kidney transplant trial with clinical data on first three patients to be presented at the World Congress of Nephrology (WCN) on March 31, 2023 Safety data on sixteen patients enrolled in open-label Phase 2 IgA nephropathy trial also to be prese

ELDN / Eledon Pharmaceuticals Inc / Cormorant Asset Management, LP Passive Investment

SC 13G/A 1 schedule13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 28617K901 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

Eledon Pharmaceuticals Provides Business and Pipeline Updates Company plans to prioritize and focus resources on the advancement of tegoprubart in kidney transplantation Continued enrollment in open-label Phase 1b kidney transplant trial with initial

EX-99.1 3 eldn-ex991.htm EX-99.1 Exhibit 99.1 Eledon Pharmaceuticals Provides Business and Pipeline Updates Company plans to prioritize and focus resources on the advancement of tegoprubart in kidney transplantation Continued enrollment in open-label Phase 1b kidney transplant trial with initial data release expected at the World Congress of Nephrology in March 2023 Phase 2 BESTOW trial planned to

Current Report

Targeted Immunology CD40/CD40L Therapeutics Transplantation | Autoimmunity | ALS January 2023 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

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 09, 2023 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Comm

Forward-Looking Statements This presentation contains forward‐looking statements that involves substantial risks and uncertainties. Any statements about the company’s future expectations, plans and prospects, including statements about its strategy,

EX-99.2 4 eldn-ex992.htm EX-99.2 Targeted Immunology CD40/CD40L Therapeutics Transplantation | Autoimmunity | ALS January 2023 Exhibit 99.2 Forward-Looking Statements This presentation contains forward‐looking statements that involves substantial risks and uncertainties. Any statements about the company’s future expectations, plans and prospects, including statements about its strategy, future ope

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, 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: 001-36620 ELEDON PHARMACEUTICALS, INC.

Eledon Pharmaceuticals Reports Third Quarter 2022 Operating and Financial Results Received FDA clearance of IND application to evaluate tegoprubart in a Phase 2 trial for the prevention of rejection in patients receiving a kidney transplant Dosed ini

Eledon Pharmaceuticals Reports Third Quarter 2022 Operating and Financial Results Received FDA clearance of IND application to evaluate tegoprubart in a Phase 2 trial for the prevention of rejection in patients receiving a kidney transplant Dosed initial two patients in ex-U.

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 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Com

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

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 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Com

Eledon Pharmaceuticals Reports Second Quarter 2022 Operating and Financial Results Received FDA clearance of IND application for Phase 2 trial evaluating tegoprubart for the prevention of rejection in kidney transplant recipients First patient dosed

Exhibit 99.1 Eledon Pharmaceuticals Reports Second Quarter 2022 Operating and Financial Results Received FDA clearance of IND application for Phase 2 trial evaluating tegoprubart for the prevention of rejection in kidney transplant recipients First patient dosed in Phase 1b trial evaluating tegoprubart for the prevention of rejection in kidney transplant recipients in Canada, the United Kingdom an

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: 001-36620 ELEDON PHARMACEUTICALS, INC.

License Agreement between Lonza Sales AG and Anelixis Therapeutics, LLC, dated September 11, 2018

Lonza CONFIDENTIAL Exhibit 10.3 Certain identified information has been redacted from this exhibit because it is both (i) not material and (ii) a type that the registrant treats as private or confidential. Information that has been omitted has been identified in this document with a placeholder identified by the mark “[***].” LICENCE AGREEMENT between LONZA SALES AG and ANELIXIS THERAPEUTICS LLC L

First Amendment to Restated License Agreement between ALS Therapy Development Foundation, Inc. and Anelixis Therapeutics, Inc. dated September 5, 2020

Exhibit 10.2 FIRST AMENDMENT TO RESTATED LICENSE AGREEMENT Between ALS THERAPY DEVELOPMENT FOUNDATION, INC. And ANELIXIS THERAPEUTICS, INC. This First Amendment (“Amendment #1”) dated as of September 5, 2020 by and between ALS Therapy Development Foundation, Inc., d/b/a ALS Therapy Development Institute, Inc., a Massachusetts non-profit corporation (“ALSTDI”) and Anelixis Therapeutics, Inc., f/k/a

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 11, 2022 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commi

Amended and Restated License Agreement by and between ALS Therapy Development Foundation, Inc. and Anelixis Therapeutics, Inc, dated February 18, 2020

Exhibit 10.1 Certain identified information has been redacted from this exhibit because it is both (i) not material and (ii) a type that the registrant treats as private or confidential. Information that has been omitted has been identified in this document with a placeholder identified by the mark “[***].” AMENDED AND RESTATED LICENSE AGREEMENT by and between ALS THERAPY DEVELOPMENT FOUNDATION, I

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 (June 21, 2022): June 22, 2022 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Regulation FD Disclosure, Financial Statements and Exhibits, 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): May 31, 2022 Eledon Pharmaceuticals, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36620 20-1000967 (State or Other Jurisdiction of Incorporation) (Commissi

Forward-Looking Statements This presentation contains forward‐looking statements that involves substantial risks and uncertainties. Any statements about the company’s future expectations, plans and prospects, including statements about its strategy,

EX-99.2 3 eldn-ex992.htm EX-99.2 ALS Phase 2a Clinical Trial Update May 31, 2022 Exhibit 99.2 Forward-Looking Statements This presentation contains forward‐looking statements that involves substantial risks and uncertainties. Any statements about the company’s future expectations, plans and prospects, including statements about its strategy, future operations, development of its product candidates

Eledon Announces Positive Topline Results from Phase 2a Trial of Tegoprubart Demonstrating Safety, Target Engagement, and Biomarker Response in Patients Living with Amyotrophic Lateral Sclerosis

Exhibit 99.1 Eledon Announces Positive Topline Results from Phase 2a Trial of Tegoprubart Demonstrating Safety, Target Engagement, and Biomarker Response in Patients Living with Amyotrophic Lateral Sclerosis ? Tegoprubart was well-tolerated, with no drug-related serious adverse events ? Dose dependent target engagement was demonstrated, and ALS associated pro-inflammatory biomarkers were both obse

Eledon Pharmaceuticals Reports First Quarter 2022 Operating and Financial Results Topline data for Phase 2a tegoprubart study in amyotrophic lateral sclerosis (ALS) anticipated in June 2022 First patient dosed in Phase 2a trial evaluating tegoprubart

EX-99.1 2 eldn-ex9918.htm EX-99.1 Exhibit 99.1 Eledon Pharmaceuticals Reports First Quarter 2022 Operating and Financial Results Topline data for Phase 2a tegoprubart study in amyotrophic lateral sclerosis (ALS) anticipated in June 2022 First patient dosed in Phase 2a trial evaluating tegoprubart in IgA Nephropathy with initial readout expected in late 2022 Successfully completed non-human primate

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: 001-36620 ELEDON PHARMACEUTICALS, 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 May 12, 2022 Date of Report (Date of earliest event reported) Eledon Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36620 (Commission File Numb

Novus 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 1 eldn-defa14a20211231.htm DEFA14A Novus 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 Commissio

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. )

DEF 14A 1 eldn-def14a20220621.htm DEF 14A 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

Performance Stock Option Agreement, dated February 1, 2022, between Eledon Pharmaceuticals, Inc. and David-Alexandre C. Gros, M.D.

Exhibit 10.12 ELEDON PHARMACEUTICALS, INC. Stock Option Agreement Granted Under 2020 Long Term Incentive Plan 1) GRANT OF OPTION. A) This agreement evidences the grant by ELEDON PHARMACEUTICALS, Inc., a Delaware corporation (the ?Company?), on February 1, 2022 (the ?Grant Date?) to david-alexandre gros, an Officer of the Company (the ?Participant?), of an option (the ?Option?) to purchase, in whol

Sublease Agreement, dated as of November 4, 2021, by and between Corporate Technologies, Inc. and Eledon Pharmaceuticals, Inc.

Exhibit 10.14 SUBLEASE AGREEMENT BY AND BETWEEN CORPORATE TECHNOLOGIES, INC., SUBLANDLORD AND ELEDON PHARMACEUTICALS, INC., SUBTENANT A PORTION OF 78 Blanchard Road, Burlington, MA 01803 SUBLEASE THIS SUBLEASE (this ?Sublease?) is made as of this 4th day of November 2021, by and between CORPORATE TECHNOLOGIES, INC. (?Sublandlord?), a Massachusetts corporation with an address of 78 Blanchard Road,

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, 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 001-36620 ELEDON PHARMACE

Eledon Pharmaceuticals Reports Fourth Quarter and Full-Year 2021 Operating and Financial Results Topline data from Phase 2a trial of tegoprubart in ALS expected in 2Q 2022 Ongoing clinical studies evaluating tegoprubart in kidney transplantation, IgA

Eledon Pharmaceuticals Reports Fourth Quarter and Full-Year 2021 Operating and Financial Results Topline data from Phase 2a trial of tegoprubart in ALS expected in 2Q 2022 Ongoing clinical studies evaluating tegoprubart in kidney transplantation, IgA nephropathy, and islet cell transplantation with initial readouts anticipated in late 2022 Cash balance of $84.

Second Amendment to Lease Agreement, dated May 3, 2021, by and between Newport Gateway Office LLC and Eledon Pharmaceuticals, Inc.

DocuSign Envelope ID: D8EDCA30-D54F-444F-B272-26C0491CFA2C Exhibit 10.13 SECOND AMENDMENT TO LEASE I. PARTIES AND DATE. This Second Amendment to Lease (?Amendment?) dated May 3, 2021, by and between NEWPORT GATEWAY OFFICE LLC, a Delaware limited liability company (?Landlord?), and ELEDON PHARMACEUTICALS, INC., a Delaware corporation (?Tenant?). II. RECITALS. Landlord (as successor in interest to T

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 March 24, 2022 Date of Report (Date of earliest event reported) Eledon Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36620 (Commission File Nu

ELDN / Eledon Pharmaceuticals Inc / Cormorant Asset Management, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 28617K901 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

ELDN / Eledon Pharmaceuticals Inc / Woodline Partners LP - ELEDON PHARMACEUTICALS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 28617K101 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule p

ELDN / Eledon Pharmaceuticals Inc / ADAGE CAPITAL PARTNERS GP, L.L.C. - ELEDON PHARMACEUTICALS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 28617K101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule p

ELDN / Eledon Pharmaceuticals Inc / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 7 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (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(b) (Amendment No. 7)1 Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 28617K101 (CUSIP Number) Janua

ELDN / Eledon Pharmaceuticals Inc / Logos Global Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Eledon Pharmaceuticals, Inc. (formerly known as Novus Therapeutics, Inc.) (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 28617K101 (CUSIP Number) January 20, 2022 (Date of Event Which Requires Filing of this Statement) Chec

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 January 13, 2022 (January 11, 2022) Date of Report (Date of earliest event reported) Eledon Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3662

Series X1 Exchange Agreement, dated as of January 11, 2022, by and among Eledon Pharmaceuticals, Inc. and the Stockholders named therein

Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement (the ?Agreement?), dated as of January 11, 2022 (the ?Effective Date?), is entered into by and among Eledon Pharmaceuticals, a Delaware corporation (the ?Company?), and the holders of the Company?s common stock, par value $0.001 per share (the ?Common Stock?) listed on Schedule I attached hereto (each a ?Stockholder? and collectively, the ?St

ELDN / Eledon Pharmaceuticals Inc / BIOTECHNOLOGY VALUE FUND L P Passive Investment

SC 13G/A 1 sc13ga607422eldn01102022.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (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(b) (Amendment No. 6)1 Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Se

ELDN / Eledon Pharmaceuticals Inc / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 5 TO THE SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13ga507422eldn01102022.htm AMENDMENT NO. 5 TO THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (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(b) (Amendment No. 5)1 Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0

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 November 12, 2021 (November 11, 2021) Date of Report (Date of earliest event reported) Eledon Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36

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: 001-36620 ELEDON PHARMACEUTICALS, INC.

Eledon Pharmaceuticals Reports Third Quarter 2021 Operating and Financial Results Nearing full enrollment in ALS Phase 2 Study; topline data expected 1H 2022 Received Investigational New Drug (“IND”) clearance from the FDA for AT-1501 in islet cell t

EX-99.1 2 eldn-ex9918.htm EX-99.1 Eledon Pharmaceuticals Reports Third Quarter 2021 Operating and Financial Results Nearing full enrollment in ALS Phase 2 Study; topline data expected 1H 2022 Received Investigational New Drug (“IND”) clearance from the FDA for AT-1501 in islet cell transplantation in the U.S. Announced renal transplantation research collaboration with CareDx, Inc. Initiated AT-150

ELDN / Eledon Pharmaceuticals Inc / Logos Global Management LP Passive Investment

SC 13G/A 1 eledonpharm13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Eledon Pharmaceuticals, Inc. (formerly known as Novus Therapeutics, Inc.) (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 28617K101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires

Eledon Pharmaceuticals Reports Second Quarter 2021 Operating and Financial Results Received approval from Health Canada to initiate a clinical trial of AT-1501 in kidney transplantation; company expects to initiate trial in Q4 with initial data in la

Exhibit 99.1 Eledon Pharmaceuticals Reports Second Quarter 2021 Operating and Financial Results Received approval from Health Canada to initiate a clinical trial of AT-1501 in kidney transplantation; company expects to initiate trial in Q4 with initial data in late 2022 Reached agreement with the FDA to conduct a preclinical renal transplant study evaluating AT-1501 monotherapy in four non-human p

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 August 12, 2021 Date of Report (Date of earliest event reported) Eledon Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36620 (Commission File N

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: 001-36620 ELEDON PHARMACEUTICALS, INC.

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 August 2, 2021 (July 31, 2021) Date of Report (Date of earliest event reported) Eledon Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36620 (Co

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 July 2, 2021 (July 1, 2021) Date of Report (Date of earliest event reported) Eledon Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36620 (Commi

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 June 16, 2021 (June 15, 2021) Date of Report (Date of earliest event reported) Eledon Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36620 (Com

As filed with the Securities and Exchange Commission on May 21, 2021

S-3/A 1 d148703ds3a.htm S-3/A As filed with the Securities and Exchange Commission on May 21, 2021 Registration No. 333- 254890 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ELEDON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 20-1000967 (State

ELEDON PHARMACEUTICALS, INC. 19900 MacArthur Boulevard, Suite 550 Irvine, California

ELEDON PHARMACEUTICALS, INC. 19900 MacArthur Boulevard, Suite 550 Irvine, California VIA EDGAR May 18, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Eledon Pharmaceuticals, Inc. Registration Statement on Form S-3 (File No. 333-254890) To Whom it May Concern: Pursuant to Rule 461 under 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 March 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: 001-36620 ELEDON PHARMACEUTICALS, INC.

Eledon Pharmaceuticals Reports First Quarter 2021 Operating and Financial Results Continued enrollment in Phase 2 clinical trial of AT-1501 in amyotrophic lateral sclerosis (ALS) Strengthens senior leadership team with four key additions

EX-99.1 2 eldn-ex9916.htm EX-99.1 Exhibit 99.1 Eledon Pharmaceuticals Reports First Quarter 2021 Operating and Financial Results Continued enrollment in Phase 2 clinical trial of AT-1501 in amyotrophic lateral sclerosis (ALS) Strengthens senior leadership team with four key additions IRVINE, Calif., May 13, 2021 — Eledon Pharmaceuticals, Inc., (“Eledon”) (NASDAQ: ELDN), a clinical stage biopharmac

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 eldn-8k20210331.htm 8-K 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 May 13, 2021 Date of Report (Date of earliest event reported) Eledon Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0

- DEFA14A

DEFA14A 1 eldn-defa14a20210615.htm DEFA14A Novus 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 Commissio

- DEF 14A

DEF 14A 1 eldn-def14a20210615.htm DEF 14A 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

Eledon Pharmaceuticals Announces Update on Development Strategy for AT-1501 in Renal Transplantation

Exhibit 99.1 Eledon Pharmaceuticals Announces Update on Development Strategy for AT-1501 in Renal Transplantation IRVINE, Calif., April 26, 2021 ? Eledon Pharmaceuticals, Inc. (?Eledon?) (NASDAQ: ELDN), a clinical stage biopharmaceutical company focused on developing targeted medicines for persons living with autoimmune disease, requiring an organ or cell-based transplant, or living with amyotroph

Financial Statements and Exhibits, 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 April 26, 2021 Date of Report (Date of earliest event reported) Eledon Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36620 (Commission File Nu

Anelixis Therapeutics, Inc. 2017 Equity Incentive Plan

EX-99.3 4 d168219dex993.htm EX-99.3 Exhibit 99.3 ANELIXIS THERAPEUTICS, INC. 2017 EQUITY INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock

- S-8

S-8 1 d168219ds8.htm S-8 As filed with the Securities and Exchange Commission on April 9, 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 ELEDON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 20-1000967 (State or other jurisdiction of incorporat

Form 10-K

10-K 1 nvus-10k20201231.htm 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, 2020 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

Executive Employment Agreement, dated September 9, 2020, between Novus Therapeutics, Inc. and David-Alexandre C. Gros, M.D.

Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of September 9, 2020 (the ?Effective Date?), by and between Novus Therapeutics, Inc. (the ?Company?) and David-Alexandre Gros (?Executive?). WHEREAS, the Company wishes to employ Executive on a full-time basis as Chief Executive Officer of the Company and Executive wishes to work on

Description of Securities

Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our capital stock is intended as a summary only and therefore is not a complete description of our capital stock. This description is based upon, and is qualified by reference to, our certificate of incorporation, our by-laws and applicable provis

Form of Senior Note

Exhibit 4.4 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

Form of Subordinated Note

EX-4.5 5 d165576dex45.htm EX-4.5 Exhibit 4.5 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 T

Form of Subordinated Indenture

Exhibit 4.3 ELEDON PHARMACEUTICALS, 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) 4.01 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

Form of Senior Indenture

Exhibit 4.2 ELEDON PHARMACEUTICALS, INC. and Trustee INDENTURE Dated as of SENIOR 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) 4.01 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(

Open Market Sales Agreement by and between the Registrant and Jefferies, LLC dated March 30, 2021

EX-1.1 2 nvus-ex11777.htm EX-1.1 Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM March 30, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Age

Executive Employment Agreement, dated March 15, 2021, between Eledon Pharmaceuticals, Inc. and Paul Little

Exhibit 10.10 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of March 15, 2021 (the ?Effective Date?), by and between Eledon Pharmaceuticals, Inc. (the ?Company?) and Paul Little (?Executive?). WHEREAS, the Company wishes to employ Executive as the Chief Financial Officer of the Company and Executive wishes to work as the Chief Financial Off

Power of Attorney

Table of Contents As filed with the Securities and Exchange Commission on March 31, 2021.

Novus Therapeutics, Inc., 2020 Long Term Incentive Plan

Exhibit 10.11 ELEDON PHARMACEUTICALS, INC. 2020 LONG TERM INCENTIVE PLAN 1. GENERAL. (a) Successor to Prior Plan. This Plan is the successor to the Novus Therapeutics, Inc. 2014 Stock Incentive Plan (the ?Prior Plan?). From and after 12:01 a.m. Eastern time on the Effective Date, no additional stock awards will be granted under the Prior Plan. (b) Eligible Award Recipients. Employees, Directors an

Executive Employment Agreement, dated March 1, 2021, between Eledon Pharmaceuticals, Inc. and Jon Kuwahara

Exhibit 10.9 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of March 1, 2021 (the ?Effective Date?), by and between Eledon Pharmaceuticals, Inc. (the ?Company?) and Jon Kuwahara (?Executive?). WHEREAS, the Company wishes to continue to employ Executive and Executive wishes to continue to be employed as the Senior Vice President Finance & Adm

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

8-K 1 nvus-8k20210315.htm 8-K 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 March 15, 2021 Date of Report (Date of earliest event reported) Eledon Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 2)* Eledon Pharm

SC 13G/A 1 eledon13ga2-021621.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 2)* Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 67011N204 (CUSIP Num

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

SC 13G 1 woodline-eldn123120.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Eledon Pharmaceuticals, Inc. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) 67011N204 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (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(b) (Amendm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (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(b) (Amendment No. 4)1 Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 67011N204 (CUSIP Number) Decem

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 January 7, 2021 (December 31, 2020) Date of Report (Date of earliest event reported) Eledon Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36620 20-1000967 (State or other jurisdiction of in

Warrant Exchange Agreement, dated December 31, 2020, by and among Novus Therapeutics, Inc. and the Stockholders named therein

EX-10.2 Exhibit 10.2 December 31, 2020 Novus Therapeutics, Inc. 19900 MacArthur Blvd., Suite 550, Irvine, California, Re: 3(a)(9) Exchange Agreement Ladies and Gentlemen: This letter agreement (the “Agreement”) confirms the agreement of Novus Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pu

Series X Exchange Agreement, dated December 31, 2020, by and among Novus Therapeutics, Inc. and the Stockholders named therein

EX-10.1 Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement (the “Agreement”), dated as of December 31, 2020 (the “Effective Date”), is entered into by and among Novus Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s common stock, par value $0.001 per share (the “Common Stock”) listed on Schedule I attached hereto (each a “Stockholder” and collective

Certificate of Amendment to the Restated Certificate of Incorporation of Novus Therapeutics, Inc., (effecting, among other things a change in the corporation’s name to “Eledon Pharmaceuticals, Inc.”) effective as of January 5, 2021 (filed with the SEC as Exhibit 3.1 on the Company’s Current Report on Form 8-K filed on January 5, 2021)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF NOVUS THERAPEUTICS, INC. Novus 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 Corporation Law”), does hereby certify as follows: 1. The current name of the Corporation is Novus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 67011N 204 (CUSIP Number) OrbiMed Israel BioFund GP Limited Partnership OrbiMed Israel GP Ltd. Erez Chimovits 89 Medinat HaYehudim St. B

JOINT FILING AGREEMENT

EX-99.1 2 ss189293ex9901.htm JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated January 5, 2021 (the “Schedule 13D”), with respect to the Shares of Eledon Pharmaceuticals, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1

Amended and Restated Bylaws of Eledon Pharmaceuticals, Inc. (filed with the SEC as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 5, 2021).

EX-3.2 3 tm211620d1ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF ELEDON PHARMACEUTICALS, INC. 1 TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 2 1.10 Nomination of Directors 2 1.11 Notice of

Novus Therapeutics Announces Name Change to Eledon Pharmaceuticals; Provides Corporate Update and Outlook Eledon to commence trading on the Nasdaq exchange under the ticker “ELDN” effective tomorrow, January 5, 2021 Eledon is well financed to complet

EX-99.1 4 tm211620d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Novus Therapeutics Announces Name Change to Eledon Pharmaceuticals; Provides Corporate Update and Outlook Eledon to commence trading on the Nasdaq exchange under the ticker “ELDN” effective tomorrow, January 5, 2021 Eledon is well financed to complete up to four Phase 2 clinical trials of lead candidate AT-1501, a potential best in class ant

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, 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 January 4, 2021 Date of Report (Date of earliest event reported) Eledon Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36620 20-1000967 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SC 13G 1 schedule13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Novus Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 67011N204 (CUSIP Number) December 22, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of January 4, 2020, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Asset Management, LP and Bihua Chen (collectively, the “Filers”). Each of the Filers may be required to file with the United States Securities and Ex

Eledon Pharmaceuticals, Inc.

SC 13G 1 p20-2246sc13g.htm ELEDON PHARMACEUTICALS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Eledon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 67011N204 (CUSIP Number) December 22, 2020 (Date of Event Which Requires Filing of This Stateme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (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(b) (Amendm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (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(b) (Amendment No. 3)1 Novus Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 67011N204 (CUSIP Number) December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (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(b) (Amendm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (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(b) (Amendment No. 2)1 Novus Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 67011N204 (CUSIP Number) December

12,364,568 Shares of Common Stock Offered by the Selling Stockholders

424B2 1 d23719d424b2.htm 424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) File No. 333-251305 PROSPECTUS 12,364,568 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition of an aggregate of 12,364,568 shares of our Common Stock, $0.001 par value per share (the “Shares”), by the selling stockholders identified in this p

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 December 22, 2020 (December 18, 2020) Date of Report (Date of earliest event reported) Novus Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36620 20-1000967 (State or other jurisdiction of inco

December 17, 2020

CORRESP 1 filename1.htm December 17, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549-3561 Attn: David Gessert Re: Novus Therapeutics, Inc. Registration Statement on Form S-3, filed December 11, 2020, file No. 333-251305 Dear Mr. Gessert, Pursuant to Rule 461 promulgated under the Securities Act of

- S-3

S-3 1 d23719ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on December 11, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOVUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 20-1000967 (State or other jurisdict

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 December 10, 2020 (December 8, 2020) Date of Report (Date of earliest event reported) Novus Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36620 20-1000967 (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

DEFA14A 1 d41641ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT 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 ☐ Check the appropriate box: ☐

NVUS / Novus Therapeutics, Inc. / OrbiMed Israel BioFund GP Limited Partnership - AMENDMENT NO. 7 Activist Investment

SC 13D/A 1 ss187066sc13da.htm AMENDMENT NO. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Novus Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 67011N 204 (CUSIP Number) OrbiMed Israel BioFund GP Limited Partnership OrbiMed Israel GP Ltd.

JOINT FILING AGREEMENT

EX-99.1 2 ss187066ex9901.htm JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated December 4, 2020 (the “Schedule 13D”), with respect to the Shares of Novus Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934

Amended and Restated Bylaws of Novus Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K (File No. 001-36620) filed on November 20, 2020)

Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF NOVUS THERAPEUTICS, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 2 1.10 Nomination of Directors. 2 1.11 Notice of Business at Annual Meetings. 4 1.12 Conduct of

NVUS / Novus Therapeutics, Inc. / OrbiMed Israel BioFund GP Limited Partnership - AMENDMENT NO. 6 Activist Investment

SC 13D/A 1 ss186198sc13da.htm AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Novus Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 67011N 204 (CUSIP Number) OrbiMed Israel BioFund GP Limited Partnership OrbiMed Israel GP Ltd.

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated November 20, 2020 (the “Schedule 13D”), with respect to the Shares of Novus Therapeutics, Inc.

definitive proxy statement

DEF 14A 1 d36630ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐

Financial Statements and Exhibits

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 15, 2020 (September 9, 2020) Novus Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36620 20-1000967 (State or other

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 November 20, 2020 Date of Report (Date of earliest event reported) Novus Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36620 20-1000967 (State or other jurisdiction of incorporation) (Commissi

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

10-Q 1 nvus-10q20200930.htm 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, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

- PRER14A

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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CORRESP 1 filename1.htm Ryan A. Murr Direct: +1 415.393.8373 Fax: +1 415.374.8430 [email protected] November 13, 2020 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jason Drory and Joe McCann Re: Novus Therapeutics, Inc. Preliminary Proxy Statement on Schedule 14A

NVUS / Novus Therapeutics, Inc. / Logos Global Management LP Passive Investment

SC 13G 1 nvus13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Novus Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 67011N105 (CUSIP Number) October 29, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

- PRE 14A

PRE 14A 1 d36630dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT 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 ☐ Check the ap

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated October 13, 2020 (the “Schedule 13D”), with respect to the Shares of Novus Therapeutics, Inc.

NVUS / Novus Therapeutics, Inc. / OrbiMed Israel BioFund GP Limited Partnership - AMENDMENT NO. 5 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Novus Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 67011N 204 (CUSIP Number) OrbiMed Israel BioFund GP Limited Partnership OrbiMed Israel GP Ltd. Nissim Darvish 89 Medinat HaYehudim St. Build

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) October 6, 2020 (October 5, 2020) Novus Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36620 20-1000967 (State or other jurisdiction of incorpor

Certificate of Amendment to the Restated Certificate of Incorporation of Novus Therapeutics, Inc., (effecting, among other things a reverse stock-split) effective as of October 5, 2020 (filed with the SEC as Exhibit 3.1 on the Company’s Current Report on Form 8-K filed on October 6, 2020).

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF NOVUS THERAPEUTICS, INC. Novus 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 Corporation Law”), does hereby certify as follows: 1. The current name of the Corporation is

NVUS / Novus Therapeutics, Inc. / BIOTECHNOLOGY VALUE FUND L P - AMENDMENT NO. 1 TO THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (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(b) (Amendment No. 1)1 Novus Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 67011N 204 (CUSIP Number) October

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G/A dated October 5, 2020 with respect to the common stock, par value $0.001 per share of Novus Therapeutics, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Ru

Stock Purchase Agreement, dated as of September 14, 2020, by and among Novus Therapeutics, Inc. and each purchaser identified on Annex A thereto

EX-10.1 Exhibit 10.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is dated as of September 14, 2020, by and among Novus Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). BACKGROUND: A. The Company and each Purchaser i

Certificate of Designations of Series X1 Convertible Preferred Stock (filed with the SEC as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 15, 2020).

EX-3.1 Exhibit 3.1 NOVUS THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES X1 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW NOVUS THERAPEUTICS, INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby c

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d26397d8k.htm 8-K 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 September 15, 2020 (September 9, 2020) Date of Report (Date of earliest event reported) Novus Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36620 20-1000967 (State or o

Novus Therapeutics, Inc. PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED April 3, 2020

424B3 1 nvus-424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-237379 Novus Therapeutics, Inc. PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED April 3, 2020 This Prospectus Supplement No. 1 supplements and amends the prospectus dated April 3, 2020 (File No. 333-237379) filed by Novus Therapeutics, Inc. (the “Company”). On September 14, 2020, the Company announced the acquisiti