Eledon boosts authorized shares to 450 million

Eledon Pharmaceuticals, Inc. reported that stockholders approved key actions at the June 18, 2026 annual meeting.

Rhea-AI Filing Summary

Eledon Pharmaceuticals, Inc. reported that stockholders approved key actions at the June 18, 2026 annual meeting. Investors voted to amend the company’s Restated Certificate of Incorporation to increase authorized common stock from 300,000,000 to 450,000,000 shares, and the company filed a Certificate of Amendment in Delaware effective June 22, 2026.

Stockholders also elected David-Alexandre C. Gros, M.D., Jan Hillson, M.D., and James Robinson as Class III directors for terms ending at the 2029 annual meeting. In addition, they ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026.

Insights

Equity & governance analyst

Eledon shareholders approved a larger share authorization and routine governance items.

Stockholders authorized an increase in Eledon’s common stock capacity from 300,000,000 to 450,000,000 shares via a Certificate of Amendment effective June 22, 2026. This affects how many shares the company may issue in the future but does not itself issue new stock.

Holders also re-elected three Class III directors to terms ending at the 2029 annual meeting and ratified Deloitte & Touche LLP as auditor for the year ending December 31, 2026. These votes are typical annual-meeting matters; the long-term impact will depend on how, and whether, the expanded share capacity is ultimately used.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Prior authorized common stock: 300,000,000 shares New authorized common stock: 450,000,000 shares Votes for share increase: 52,305,057 +5 more

8 metrics

Prior authorized common stock 300,000,000 shares Authorized shares before amendment to certificate

New authorized common stock 450,000,000 shares Authorized shares after Certificate of Amendment

Votes for share increase 52,305,057 Proposal to increase authorized common stock

Votes against share increase 3,739,735 Proposal to increase authorized common stock

Abstentions on share increase 294,086 Proposal to increase authorized common stock

Votes for auditor ratification 56,010,539 Ratification of Deloitte & Touche LLP

Votes against auditor ratification 252,240 Ratification of Deloitte & Touche LLP

Abstentions on auditor ratification 76,099 Ratification of Deloitte & Touche LLP

Key Terms

Certificate of Amendment, Restated Certificate of Incorporation, broker non-vote, independent registered public accounting firm, +1 more

5 terms

Certificate of Amendment regulatory

"the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Restated Certificate of Incorporation regulatory

"to the Company’s Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”)"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

broker non-vote financial

"For | Withhold | Broker Non-Vote David-Alexandre C. Gros, M.D."

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Emerging growth company regulatory

"Emerging growth company Item 5.03 Amendments to Articles of Incorporation"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change to authorized shares did Eledon Pharmaceuticals (ELDN) approve?

Eledon’s stockholders approved increasing authorized common stock from 300,000,000 to 450,000,000 shares. This expands how many shares the company may issue in the future but does not, by itself, create or sell new shares.

Which directors were elected at Eledon Pharmaceuticals’ 2026 annual meeting?

Stockholders elected David-Alexandre C. Gros, M.D., Jan Hillson, M.D., and James Robinson as Class III directors. Each will serve a three-year term ending at the 2029 annual meeting, or until a successor is elected and qualified.

How did Eledon Pharmaceuticals stockholders vote on the share increase amendment?

The amendment to increase authorized common stock to 450,000,000 shares received 52,305,057 votes for, 3,739,735 against, and 294,086 abstentions, with no broker non-votes reported on this proposal.

Which auditing firm did Eledon Pharmaceuticals (ELDN) stockholders ratify?

Stockholders ratified Deloitte & Touche LLP as Eledon’s independent registered public accounting firm for the year ending December 31, 2026, with 56,010,539 votes for, 252,240 against, and 76,099 abstentions, and no broker non-votes.

What type of corporate document did Eledon file to reflect the share increase?

Eledon filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Delaware Secretary of State. This amendment, effective June 22, 2026, formally raises the company’s authorized common stock to 450,000,000 shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/22/2026 - 05:00 PM Learn about SEC filing dates

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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 18, 2026

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the approval by the stockholders of Eledon Pharmaceuticals, Inc. (the “Company”) at its Annual Meeting of Stockholders held on June 18, 2026 (the “Annual Meeting”) as described in Item 5.07 below, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Authorized Share Increase Amendment”) to the Company’s Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to amend the Certificate of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 450,000,000 shares.

The foregoing description of the Authorized Share Increase Amendment is qualified in its entirety by reference to the full text thereof filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on three proposals described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026. The results for each matter voted on by the stockholders at the Annual Meeting were as follows:

Proposal 1: The stockholders of the Company elected David-Alexandre C. Gros, M.D., Jan Hillson, M.D. and James Robinson as Class III Directors for a three-year term ending at the Annual Meeting of Stockholders to be held in 2029 and until each of their successors has been duly elected and qualified, or until their earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the Class III Directors were as follows:

Nominee	Term Expiring	For	Withhold	Broker Non-Vote
David-Alexandre C. Gros, M.D.	2029	36,633,821	426,888	19,278,169
Jan Hillson, M.D.	2029	33,081,275	3,979,434	19,278,169
James Robinson	2029	30,916,807	6,143,902	19,278,169

Proposal 2: The stockholders of the Company approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 450,000,000 shares. The results of the stockholders’ vote with respect to the approved amendment were as follows:

For	Against	Abstain	Broker Non-Vote
52,305,057	3,739,735	294,086	0

Proposal 3: The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The results of the stockholders’ vote with respect to the ratification were as follows:

For	Against	Abstain	Broker Non-Vote
56,010,539	252,240	76,099	0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

3.1	Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Eledon Pharmaceuticals, Inc., effective June 22, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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
Date:	June 22, 2026	By:	/s/ David-Alexandre C. Gros, M.D.
			Name: David-Alexandre C. Gros. M.D. Title: Chief Executive Officer

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 EX-3.1 17.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.2 KB