false000140428100014042812024-09-302024-09-30

 

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)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

19800 MacArthur Blvd.

Suite 250

 

Irvine, California

 

92612

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 949 238-8090

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value

 

ELDN

 

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 3.02 Unregistered Sales of Equity Securities.

On September 30, 2024 and October 1, 2024, Eledon Pharmaceuticals, Inc. (the “Company”) completed the sale of 1,527,400 and 200,000 shares, respectively, of its common stock, $0.001 par value per share, pursuant to a third closing contemplated under the Securities Purchase Agreement, dated April 28, 2023, by and among the Company and certain institutional and accredited investors. The sales resulted in gross proceeds to the Company of approximately $4.0 million. The shares were sold pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Eledon Pharmaceuticals, Inc.

 

 

 

 

Date:

October 1, 2024

By:

/s/ David-Alexandre C. Gros, M.D.

 

 

 

Name: David-Alexandre C. Gros, M.D.
Title: Chief Executive Officer

 

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Document And Entity Information
Sep. 30, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 30, 2024
Entity Registrant Name Eledon Pharmaceuticals, Inc.
Entity Central Index Key 0001404281
Entity Emerging Growth Company false
Entity File Number 001-36620
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 20-1000967
Entity Address, Address Line One 19800 MacArthur Blvd.
Entity Address, Address Line Two Suite 250
Entity Address, City or Town Irvine
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92612
City Area Code 949
Local Phone Number 238-8090
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol ELDN
Security Exchange Name NASDAQ
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