Eledon Pharmaceuticals Inc SEC Filings

Eledon Pharmaceuticals (ELDN) launched a primary offering of 15,152,485 shares and pre‑funded warrants to purchase up to 15,151,515 shares. The public offering price is $1.65 per share and $1.649 per pre‑funded warrant, with warrant exercise price of $0.001 per share. Gross proceeds are $49,986,448, less $3,000,096 in underwriting discounts, for proceeds to the company of $46,986,352 before expenses. The underwriters have a 30‑day option to buy up to 4,545,600 additional shares.

The company estimates net proceeds of approximately $46.5 million (or about $53.6 million if the option is fully exercised), to fund continued clinical development and general corporate purposes. Pre‑funded warrants are not listed and include a 4.99% (or 9.99% at holder’s election) beneficial ownership cap. Shares outstanding were 59,881,775 as of June 30, 2025; this is a baseline figure, not the amount being offered.

Eledon Pharmaceuticals (ELDN) filed a preliminary prospectus supplement for a primary offering of common stock and, in lieu of shares to certain investors, pre-funded warrants. Each pre-funded warrant will be priced at the share offering price minus $0.001 and carries a $0.001 per‑share exercise price. Leerink Partners and Cantor are joint bookrunning managers, and the underwriters have a 30‑day option to purchase additional shares. The pre-funded warrants will not be listed. ELDN’s common stock trades on Nasdaq; the last reported price was $2.25.

The company highlighted topline Phase 2 BESTOW data in kidney transplantation: tegoprubart showed 12‑month eGFR of ~69 mL/min/1.73 m² (n=51) versus 66 for tacrolimus (n=56). The primary endpoint did not reach statistical significance, while a composite efficacy‑failure endpoint was 22% for tegoprubart versus 17% for tacrolimus, which the company states demonstrated non‑inferiority using a 20% margin. Safety signals favored tegoprubart on several measures, including new‑onset diabetes and tremor.

Preliminary, unaudited cash, cash equivalents and short‑term investments were approximately $93.4 million as of September 30, 2025. Net proceeds are intended to support clinical development and general corporate purposes.

Eledon Pharmaceuticals furnished an 8-K announcing an estimated $93.4 million in cash, cash equivalents, and short-term investments as of September 30, 2025. The company described this figure as unaudited, preliminary, and subject to completion of financial closing procedures and management review.

Eledon also disclosed it issued a press release with results from its Phase 2 BESTOW trial evaluating tegoprubart in de novo kidney transplant patients, and plans a conference call on November 7, 2025 to discuss updated data. The 8-K states the Item 2.02 and Item 7.01 information, including the press release, is being furnished and not filed under the Exchange Act.

Eledon Pharmaceuticals (ELDN) reported continued clinical-stage activity focused on tegoprubart, with increased clinical and manufacturing spending to support Phase 1b, Phase 2 BESTOW and a Phase 2 open-label extension. The company disclosed material risk factors including a short operating history, sustained operating losses, the need for additional financing, and potential dilution from multiple warrant and equity programs. Share structure updates and equity programs are described, including a $75.0 million ATM shelf (not yet used), recent registered and private offerings with pre-funded warrants, and designated preferred share series. The report emphasizes reliance on CROs and CMOs, regulatory and enrollment risks, and increased personnel and professional costs tied to expanded development activity.

Eledon Pharmaceuticals (ELDN) reports continued clinical-stage operations focused on tegoprubart and related development programs. The company operates as a single reporting segment with the chief executive officer as the CODM. It has incurred significant operating losses and states it will require additional funding to complete development of its lead candidate. Recent activity increased expenses: a $4.0 million rise tied to kidney transplantation programs, $0.9 million higher manufacturing costs, $0.7 million higher personnel costs and $0.7 million higher stock-based compensation. The company established an "at-the-market" equity program for up to $75.0 million (Shelf effective October 2, 2024) but has not sold shares under it as of March 31, 2025. Capital structure disclosures include 59,881,775 common shares outstanding at March 31, 2025 and several series of non-voting convertible preferred stock and pre-funded warrants outstanding.

Eledon Pharmaceuticals (ELDN) amended its Form 10-K to disclose extensive risk factors, financing arrangements, clinical development progress for tegoprubart, and accounting matters. The company reports increased R&D spending—notably a $15.5 million rise in kidney transplantation programs and higher manufacturing and personnel costs—driven by Phase 1b, Phase 2 BESTOW and Phase 2 open-label extension trials. It described equity financings including pre-funded warrants, common warrants, a 2024 offering and a $75.0 million at-the-market shelf (no shares sold under the ATM as of year-end). The filing reiterates significant liquidity needs, ongoing operating losses, potential dilution from warrant and stock issuances, regulatory and clinical risks, and certain accounting conclusions about preferred stock and warrant classification.

Date: August 6, 2025.

Eledon Pharmaceuticals, Inc. (ELDN) disclosed updated data from its ongoing Phase 1b open-label trial of tegoprubart for the prevention of organ rejection in kidney transplant patients. The results were presented at the World Transplant Congress in San Francisco, CA. The company issued a press release (attached as Exhibit 99.1) and hosted a conference call on the same date. The presentation for the call will be posted on the company investor site at https://ir.eledon.com/investor-relations prior to the call.

The filing notes that the Item 7.01 disclosure and Exhibit 99.1 are not deemed "filed" under Section 18 of the Exchange Act and are not incorporated by reference into Securities Act or Exchange Act filings unless expressly stated.