Current Report · Items 3.02, 9.01 · 8-K

Eledon Pharmaceuticals, Inc.

ELDNNASDAQEQUITYCurrent

Unregistered Sales of Equity Securities

Filed Jan 2, 2026Accepted Jan 2, 2026, 4:30 PM ESTCIK 1404281Accession 0001193125-26-000968

Company context

Eledon Pharmaceuticals, Inc. is a clinical stage biotechnology company that is developing immune-modulating therapies for the management and treatment of life-threatening conditions. The Company’s lead investigational product is tegoprubart, an anti-CD40L antibody with high affinity for the CD40 Ligand, a well-validated biological target that has broad therapeutic potential. The central role of CD40L signaling in both adaptive and innate immune cell activation and function positions it as an attractive target for non-lymphocyte depleting, immunomodulatory therapeutic intervention. The Company is building upon a deep historical knowledge of anti-CD40L biology to conduct preclinical and clinical studies in kidney allograft transplantation, xenotransplantation, islet cell transplantation, liver transplantation and amyotrophic lateral sclerosis (ALS). Eledon is headquartered in Irvine, California. For more information, please visit the Company’s website at www.eledon.com.

Current securities

ELDNNASDAQ · EQUITY · Current

Recent company filings

Disclosure sections

Items 3.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 3.02Item 3.02 - Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities. On December 30, 2025, Eledon Pharmaceuticals, Inc. (the “Company”) entered into an exchange agreement with Coastlands Capital Partners LP (the “Holder”), pursuant to which the Holder agreed to exchange 4,203,764 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for a pre-funded warrant to purchase up to 4,203,764 shares of Common Stock (the “Exchange Warrant” and such exchange of Common Stock for the Exchange Warrant is referred to herein as the “Exchange”). The Exchange Warrant will have an initial exercise price of $0.001 per share of Common Stock, subject to certain adjustments. The Exchange Warrant will be exercisable immediately and may be exercised at any time until the Exchange Warrant is exercised in full. The Holder (together with the Holder’s affiliates) may not exercise any portion of the Exchange 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% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Exchange 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 the Exchange Warrant. The Exchange Warrant was issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act. The Exchange closed on December 30, 2025. The foregoing summary of the terms of the Exchange Warrant is subject to, and qualified in its entirety by reference to, the full text of the Exchange Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Filed exhibits (1)

EX-4.1 (by filename) eldn-ex4_1.htm

EX-4.1 2 eldn-ex4_1.htm EX-4.1 EX-4.1 Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK ELEDON PHARMACEUTICALS, INC. Warrant Shares: ________ Issue Date: ________, 20__ Initial Exercise Date: ________, 20__ THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 3(b). Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Exchange Agreement (the…

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