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
January 13, 2022 (January 11, 2022)
Date of Report
(Date of earliest event reported)
Eledon Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
__________________________________________________________________________________________
|
|
|
|
|
| ||||
|
|
|
|
|
Delaware (State or other jurisdiction of incorporation) |
| 001-36620 (Commission File Number) |
| 20-1000967 (IRS Employer Identification No.) |
19900 MacArthur Blvd., Suite 550
Irvine, California 92612
(Address of principal executive offices, including Zip Code)
(949) 238-8090
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K 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 Capital 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 3.02 | Unregistered Sales of Equity Securities
|
On January 11, 2022, Eledon Pharmaceuticals, Inc. (the “Company”), entered into an exchange agreement (the “Series X1 Exchange Agreement”) with Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P. , MSI BVF SPV, L.L.C. (the “BVF Exchanging Stockholders”), pursuant to which the Exchanging Stockholders exchanged (the “Exchange”) 550,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for 9,899.99 shares of Series X1 Preferred Stock (the “Series X1 Preferred Stock”).
The Series X1 Preferred Stock 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.
Following the Exchanges, the Company has 13,756,788 shares of Common Stock outstanding and approximately 117,970 shares of Series X1 Preferred Stock outstanding, which are convertible into 6,553,894 shares of Common Stock (after rounding for fractional shares and subject to beneficial ownership conversion blockers).
The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by references to the full text of the Exchange Agreement, which is filed as an exhibit to this Report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description |
|
|
10.1 | |
|
|
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
***
SIGNATURE
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, Inc. |
|
|
Date: January 13, 2022 | By: /s/ David-Alexandre C. Gros, M.D. |
| Name: David-Alexandre C. Gros, M.D. |
| Title: Chief Executive Officer |