| Item 1.01 |
Entry into a Material Definitive Agreement. |
On November 12, 2025, Eledon Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners, LLC, as representative of the several underwriters named therein (the “Underwriters”), in connection with the underwritten public offering and sale by the Company (the “Offering”) of 15,152,485 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a public offering price of $1.65 per share (the “Common Stock Purchase Price”), and pre-funded warrants (the “Pre-Funded Warrants”) at a public offering price of $1.649 per Pre-Funded Warrant, which are exercisable to purchase up to 15,151,515 shares of Common Stock at an exercise price of $0.001 per share. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option (the “Option”), exercisable for 30 days, to purchase up to 4,545,600 additional shares of Common Stock (the “Option Shares”, and together with the Firm Shares, the “Shares”) at the Common Stock Purchase Price less the underwriting discounts and commissions.
The Offering is expected to close on or about November 13, 2025, subject to the satisfaction of customary closing conditions. The estimated net proceeds to the Company from the Offering, after deducting the Underwriters’ discounts and commissions and the Company’s estimated offering expenses, are approximately $46.5 million (which may increase to approximately $53.6 million if the Underwriters exercise the Option in full). The Company currently plans to use the net proceeds from the Offering to support the continued clinical development of its product candidates and advance its pipeline programs as well as for general corporate purposes.
The Offering is being made pursuant to the Company’s registration statement on Form S-3 (File No. 333-282260), previously filed with the Securities and Exchange Commission (the “SEC”) on September 20, 2024 and declared effective by the SEC on October 2, 2024 and a prospectus supplement relating to the Offering that has been filed with the SEC.
The Underwriting Agreement contains customary representations and warranties and also contains customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement, the Company and certain of its executive officers and directors have entered into “lock-up” agreements with the Underwriters that, subject to certain exceptions, generally prohibit the sale, transfer, or other disposition of securities of the Company for a period of 60 days from November 12, 2025.
The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.
A holder of Pre-Funded Warrants (together with its affiliates) may not exercise any portion of a Pre-Funded Warrant to the extent that, after giving effect to such exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% (or, at the holder’s option upon issuance, 9.99%) of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of such warrant. The beneficial ownership limitation may be increased at the option of the holder upon 61 days’ prior notice to the Company, provided, however, that, to the extent required by applicable Nasdaq Marketplace Rules, the beneficial ownership limitation may not exceed 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such Pre-Funded Warrant.
The foregoing summary of the terms of the Underwriting Agreement and Pre-Funded Warrants is subject to, and qualified in its entirety by reference to, the full text of the Underwriting Agreement and the form of Pre-Funded Warrant, which are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
A copy of the legal opinion and consent of O’Melveny & Myers LLP relating to the Shares and Pre-Funded Warrants is attached as Exhibit 5.1 hereto.
