0000921895-23-001098.txt : 20230509 0000921895-23-001098.hdr.sgml : 20230509 20230509202528 ACCESSION NUMBER: 0000921895-23-001098 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230505 FILED AS OF DATE: 20230509 DATE AS OF CHANGE: 20230509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 23903967 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF PARTNERS L P/IL CENTRAL INDEX KEY: 0001055947 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 23903968 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST. STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST. STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF INC/IL CENTRAL INDEX KEY: 0001056807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 23903960 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND II LP CENTRAL INDEX KEY: 0001102444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 23903965 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF II GP LLC CENTRAL INDEX KEY: 0001803806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 23903964 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-525-8830 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF GP HOLDINGS LLC CENTRAL INDEX KEY: 0001803809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 23903961 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-525-8830 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Biotechnology Value Trading Fund OS LP CENTRAL INDEX KEY: 0001660683 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 23903963 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (415) 525-8890 MAIL ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF Partners OS Ltd. CENTRAL INDEX KEY: 0001660684 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 23903962 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (415) 525-8890 MAIL ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF I GP LLC CENTRAL INDEX KEY: 0001803805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 23903966 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-525-8830 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMPERT MARK N CENTRAL INDEX KEY: 0001233840 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 23903959 MAIL ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Eledon Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001404281 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 19900 MACARTHUR BLVD. STREET 2: SUITE 550 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 949-238-8090 MAIL ADDRESS: STREET 1: 19900 MACARTHUR BLVD. STREET 2: SUITE 550 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: Novus Therapeutics, Inc. DATE OF NAME CHANGE: 20170511 FORMER COMPANY: FORMER CONFORMED NAME: Tokai Pharmaceuticals Inc DATE OF NAME CHANGE: 20070622 4 1 form407422eldn_05092023.xml OWNERSHIP DOCUMENT X0407 4 2023-05-05 0 0001404281 Eledon Pharmaceuticals, Inc. ELDN 0001055947 BVF PARTNERS L P/IL 44 MONTGOMERY ST. 40TH FLOOR SAN FRANCISCO CA 94104 0 0 1 0 0000918923 BIOTECHNOLOGY VALUE FUND L P 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001803805 BVF I GP LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001102444 BIOTECHNOLOGY VALUE FUND II LP 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001803806 BVF II GP LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001660683 Biotechnology Value Trading Fund OS LP P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 0 1 See Explanation of Responses 0001660684 BVF Partners OS Ltd. P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 0 1 See Explanation of Responses 0001803809 BVF GP HOLDINGS LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO CA 94104 0 0 1 0 0001056807 BVF INC/IL 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO CA 94104 0 0 1 0 0001233840 LAMPERT MARK N 1 SANSOME ST 30TH FL SAN FRANCISCO CA 94104 0 0 1 0 0 Common Stock, $0.001 par value 2023-05-05 4 P 0 1055445 A 2330418 D Common Stock, $0.001 par value 2023-05-05 4 P 0 837146 A 1812558 D Common Stock, $0.001 par value 2023-05-05 4 P 0 86341 A 145029 D Series X Convertible Preferred Common Stock, $0.001 par value 122833 2211 D Series X Convertible Preferred Common Stock, $0.001 par value 96611 1739 D Series X Convertible Preferred Common Stock, $0.001 par value 19222 346 D Series X1 Convertible Preferred Common Stock, $0.001 par value 3214437 57860 D Series X1 Convertible Preferred Common Stock, $0.001 par value 2374987 42750 D Series X1 Convertible Preferred Common Stock, $0.001 par value 424169 7635 D Warrants to Purchase Common Stock 12.96 2025-07-14 Common Stock, $0.001 par value 79500 79500 D Warrants to Purchase Common Stock 12.96 2025-07-14 Common Stock, $0.001 par value 64549 64549 D Warrants to Purchase Common Stock 12.96 2025-07-14 Common Stock, $0.001 par value 11415 11415 D Warrants to Purchase Series X1 Convertible Preferred Stock 8962.74 2025-09-14 Series X1 Convertible Preferred Stock, $0.001 par value 1453000 1453 D Warrants to Purchase Series X1 Convertible Preferred Stock 8962.74 2025-09-14 Series X1 Convertible Preferred Stock, $0.001 par value 1086000 1086 D Warrants to Purchase Series X1 Convertible Preferred Stock 8962.74 2025-09-14 Series X1 Convertible Preferred Stock, $0.001 par value 189000 189 D Pre-funded Warrants to Purchase Common Stock 0.001 2030-12-31 Common Stock, $0.001 par value 254666 254666 D Pre-funded Warrants to Purchase Common Stock 0.001 2030-12-31 Common Stock, $0.001 par value 200245 200245 D Pre-funded Warrants to Purchase Common Stock 0.001 2030-12-31 Common Stock, $0.001 par value 39938 39938 D Pre-funded Warrants to Purchase Common Stock 0.001 2023-05-05 4 P 0 2028645 A Common Stock, $0.001 par value 2028645 2028645 D Pre-funded Warrants to Purchase Common Stock 0.001 2023-05-05 4 P 0 1609063 A Common Stock, $0.001 par value 1609063 1609063 D Pre-funded Warrants to Purchase Common Stock 0.001 2023-05-05 4 P 0 165950 A Common Stock, $0.001 par value 165950 165950 D Warrants to Purchase Common Stock 3.00 2023-05-05 4 P 0 3084090 A Common Stock, $0.001 par value 3084090 3084090 D Warrants to Purchase Common Stock 3.00 2023-05-05 4 P 0 2446209 A Common Stock, $0.001 par value 2446209 2446209 D Warrants to Purchase Common Stock 3.00 2023-05-05 4 P 0 252291 A Common Stock, $0.001 par value 252291 252291 D 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. BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2023-05-09 Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-05-09 BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-05-09 Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-05-09 BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-05-09 BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2023-05-09 Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2023-05-09 BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-05-09 BVF Inc., By: /s/ Mark N. Lampert, President 2023-05-09 /s/ Mark N. Lampert 2023-05-09