Eledon Pharmaceuticals Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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

Eledon Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 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.

Item 9.01 Financial Statements and Exhibits.

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.