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Filing Details

Accession Number:: 0000921895-23-001098
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-05-09 20:25:28
Reporting Period:: 2023-05-05

Accepted Time:: 2023-05-09 20:25:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1404281	Eledon Pharmaceuticals Inc.	ELDN	Investment Advice (6282)	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
918923	P L Fund Value Biotechnology	44 Montgomery Street 40Th Fl San Francisco CA 94104	No	No	No	Yes
1055947	P/Il L Partners Bvf	44 Montgomery St. 40Th Floor San Francisco CA 94104	No	No	Yes	No
1056807	Bvf Inc/Il	44 Montgomery Street 40Th Fl San Francisco CA 94104	No	No	Yes	No
1102444	Biotechnology Value Fund Ii Lp	44 Montgomery Street 40Th Fl San Francisco CA 94104	No	No	No	Yes
1233840	N Mark Lampert	1 Sansome St 30Th Fl San Francisco CA 94104	No	No	Yes	No
1660683	Biotechnology Value Trading Fund Os Lp	P.o. Box 309 Ugland House Grand Cayman E9 KY1-1104	No	No	No	Yes
1660684	Ltd. Os Partners Bvf	P.o. Box 309 Ugland House Grand Cayman E9 KY1-1104	No	No	No	Yes
1803805	Bvf I Gp Llc	44 Montgomery St., 40Th Floor San Francisco CA 94104	No	No	No	Yes
1803806	Bvf Ii Gp Llc	44 Montgomery St., 40Th Floor San Francisco CA 94104	No	No	No	Yes
1803809	Bvf Gp Holdings Llc	44 Montgomery St., 40Th Floor San Francisco CA 94104	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock, $0.001 Par Value	Acquisiton	2023-05-05	1,055,445	$0.00	2,330,418	No	4	P	Direct
Common Stock, $0.001 Par Value	Acquisiton	2023-05-05	837,146	$0.00	1,812,558	No	4	P	Direct
Common Stock, $0.001 Par Value	Acquisiton	2023-05-05	86,341	$0.00	145,029	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, $0.001 Par Value	Pre-funded Warrants to Purchase Common Stock	Acquisiton	2023-05-05	2,028,645	$0.00	2,028,645	$0.00
Common Stock, $0.001 Par Value	Pre-funded Warrants to Purchase Common Stock	Acquisiton	2023-05-05	1,609,063	$0.00	1,609,063	$0.00
Common Stock, $0.001 Par Value	Pre-funded Warrants to Purchase Common Stock	Acquisiton	2023-05-05	165,950	$0.00	165,950	$0.00
Common Stock, $0.001 Par Value	Warrants to Purchase Common Stock	Acquisiton	2023-05-05	3,084,090	$0.00	3,084,090	$3.00
Common Stock, $0.001 Par Value	Warrants to Purchase Common Stock	Acquisiton	2023-05-05	2,446,209	$0.00	2,446,209	$3.00
Common Stock, $0.001 Par Value	Warrants to Purchase Common Stock	Acquisiton	2023-05-05	252,291	$0.00	252,291	$3.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,028,645	No	4	P	Direct
1,609,063	No	4	P	Direct
165,950	No	4	P	Direct
3,084,090	No	4	P	Direct
2,446,209	No	4	P	Direct
252,291	No	4	P	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock, $0.001 Par Value	Series X Convertible Preferred	$0.00		122,833	2,211	Direct
Common Stock, $0.001 Par Value	Series X Convertible Preferred	$0.00		96,611	1,739	Direct
Common Stock, $0.001 Par Value	Series X Convertible Preferred	$0.00		19,222	346	Direct
Common Stock, $0.001 Par Value	Series X1 Convertible Preferred	$0.00		3,214,437	57,860	Direct
Common Stock, $0.001 Par Value	Series X1 Convertible Preferred	$0.00		2,374,987	42,750	Direct
Common Stock, $0.001 Par Value	Series X1 Convertible Preferred	$0.00		424,169	7,635	Direct
Common Stock, $0.001 Par Value	Warrants to Purchase Common Stock	$12.96	2025-07-14	79,500	79,500	Direct
Common Stock, $0.001 Par Value	Warrants to Purchase Common Stock	$12.96	2025-07-14	64,549	64,549	Direct
Common Stock, $0.001 Par Value	Warrants to Purchase Common Stock	$12.96	2025-07-14	11,415	11,415	Direct
Series X1 Convertible Preferred Stock, $0.001 Par Value	Warrants to Purchase Series X1 Convertible Preferred Stock	$8,962.74	2025-09-14	1,453,000	1,453	Direct
Series X1 Convertible Preferred Stock, $0.001 Par Value	Warrants to Purchase Series X1 Convertible Preferred Stock	$8,962.74	2025-09-14	1,086,000	1,086	Direct
Series X1 Convertible Preferred Stock, $0.001 Par Value	Warrants to Purchase Series X1 Convertible Preferred Stock	$8,962.74	2025-09-14	189,000	189	Direct
Common Stock, $0.001 Par Value	Pre-funded Warrants to Purchase Common Stock	$0.00	2030-12-31	254,666	254,666	Direct
Common Stock, $0.001 Par Value	Pre-funded Warrants to Purchase Common Stock	$0.00	2030-12-31	200,245	200,245	Direct
Common Stock, $0.001 Par Value	Pre-funded Warrants to Purchase Common Stock	$0.00	2030-12-31	39,938	39,938	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	122,833	2,211	Direct
	96,611	1,739	Direct
	19,222	346	Direct
	3,214,437	57,860	Direct
	2,374,987	42,750	Direct
	424,169	7,635	Direct
2025-07-14	79,500	79,500	Direct
2025-07-14	64,549	64,549	Direct
2025-07-14	11,415	11,415	Direct
2025-09-14	1,453,000	1,453	Direct
2025-09-14	1,086,000	1,086	Direct
2025-09-14	189,000	189	Direct
2030-12-31	254,666	254,666	Direct
2030-12-31	200,245	200,245	Direct
2030-12-31	39,938	39,938	Direct

Footnotes

This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
The Issuer entered into a Securities Purchase Agreement with certain institutional and accredited investors, including certain of the Reporting Persons (the "Purchasers"), pursuant to which the Issuer agreed to issue and sell to the Purchasers in a private placement (the "2023 Private Placement"), in an initial closing, shares of the Issuer's Common Stock or pre-funded warrants in lieu thereof (the "2023 Pre-Funded Warrants"), and common stock warrants exercisable into shares of Common Stock (or 2023 Pre-Funded Warrants in lieu thereof) (the "2023 Common Warrants") at a per share purchase price equal to $2.31 (less $0.001 for each Pre-Funded Warrant, as applicable).
Shares of Common Stock purchased in the 2023 Private Placement.
2023 Pre-Funded Warrants purchased in the 2023 Private Placement. The 2023 Pre-Funded Warrants are exercisable immediately and shall expire when exercised in full. The 2023 Pre-Funded Warrants cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the outstanding shares of Common Stock, subject to certain exceptions.
2023 Common Warrants purchased in the 2023 Private Placement. The 2023 Common Warrants are exercisable immediately and have a term of exercise equal to five years. The 2023 Common Warrants cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the outstanding shares of Common Stock, subject to certain exceptions.
Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
Reflects a one-for-eighteen reverse stock split of the Issuer's issued and outstanding Common Stock, effective as of October 5, 2020 (the "Stock Split").
The Series X Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. Each share of Series X Convertible Preferred Stock is convertible into 55.55 shares of Common Stock. The Series X Convertible Preferred Stock does not have an expiration date and is subject to certain adjustments pursuant to the Series X Exchange Agreement filed as Exhibit 10.1 to Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 7, 2021.
The Series X1 Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. Each share of Series X1 Convertible Preferred Stock is convertible into 55.55 shares of Common Stock. The Series X1 Convertible Preferred Stock does not have an expiration date and is subject to certain adjustments pursuant to the Series X1 Exchange Agreement filed as Exhibit 10.1 to Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 13, 2022.
Pursuant to a warrant exercise agreement between the Issuer and the Reporting Persons, the Company issued to the Reporting Persons warrants to purchase shares of Common Stock at an exercise price of $0.72 per share, with an exercise period of five and a half years (July 14, 2025). The warrants are subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting the Common Stock. The warrants cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Persons would beneficially own, as determined in accordance with the Exchange Act, more than 9.99% of Common Stock, subject to certain exceptions. In connection with the Stock Split, the exercise price was adjusted to $12.96.
Pursuant to a purchase agreement between the Issuer and the Reporting Persons, the Company issued to the Reporting Persons warrants to purchase shares of the Series X1 Convertible Preferred Stock at an exercise price of $497.93 per share, with an exercise period of five years (September 14, 2025). Each warrant to purchase shares of the Series X1 Convertible Preferred Stock is convertible into 1 share of Series X1 Convertible Preferred Stock, which is convertible into 1,000 shares of Common Stock. The warrants are subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting the Common Stock. The warrants cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of Common Stock, subject to certain exceptions. In connection with the Stock Split, the exercise price was adjusted to $8,962.74.
Pursuant to a warrant exchange agreement between the Issuer and the Reporting Persons, the Company issued to the Reporting Persons warrants to purchase shares of Common Stock at an exercise price equal to $0.001 per share, with an exercise period of ten years (December 31, 2030). Each warrant to purchase shares of the Common Stock is convertible into 1 share of Common Stock. The warrants cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of Common Stock, subject to certain exceptions.