8-K

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

     Date of Report (Date of earliest event reported): December 30, 2025

    

Eledon Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-36620	20-1000967
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

19800 MacArthur Blvd. Suite 250
Irvine, California		92612
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 949 238-8090

    

(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:

☐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 Global 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 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.


Exhibit No.		Description

4.1		Form of Exchange Warrant.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


			Eledon Pharmaceuticals, Inc.

Date:	January 2, 2026	By:	/s/ David-Alexandre C. Gros, M.D.
			Name: David-Alexandre C. Gros, M.D. Title: Chief Executive Officer