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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): May 14, 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 2.02 Results of Operations and Financial Condition.

On May 14, 2025, Eledon Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished to comply with Item 2.02 of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

99.1

Press Release Issued on May 14, 2025

104

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

 

 


 

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 thereunto duly authorized.

 

 

 

Eledon Pharmaceuticals, Inc.

 

 

 

 

Date:

May 14, 2025

By:

/s/ David-Alexandre C. Gros, M.D.

 

 

 

Name: David-Alexandre C. Gros, M.D.
Title: Chief Executive Officer

 

 


EX-99.1 2 eldn-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

img20068692_0.jpg

Eledon Pharmaceuticals Reports First Quarter 2025 Operating and Financial Results

On track to report topline results from Phase 2 BESTOW trial in kidney transplantation in fourth quarter of 2025

Tegoprubart used as a key component of immunosuppression regimen in its second transplant of a genetically modified pig kidney into a human conducted at Massachusetts General Hospital

Cash, cash equivalents and short-term investments of $124.9 million as of March 31, 2025

IRVINE, Calif., May 14, 2025 (GLOBE NEWSWIRE) -- Eledon Pharmaceuticals, Inc. (“Eledon”) (Nasdaq: ELDN) today reported its first quarter 2025 operating and financial results and reviewed recent business highlights.

“We continue to work diligently towards our goal of transforming the transplant treatment landscape and remain encouraged by the growing body of evidence supporting tegoprubart as a potential novel immunosuppression therapy to better protect transplanted organs,” said David-Alexandre C. Gros, M.D., Chief Executive Officer of Eledon. “The second half of the year is positioned to be a time of significant progress for Eledon, with multiple updates planned from our tegoprubart studies in kidney transplantation, beginning with new data from our open-label Phase 1b this summer. In addition, we remain on track to report topline results from the Phase 2 BESTOW trial in the fourth quarter of 2025, which we believe has the potential to demonstrate the superiority of tegoprubart over standard of care, as measured by estimated glomerular filtration rate (eGFR).”

First Quarter 2025 and Business Highlights

Announced the use of tegoprubart as a lead component of the immunosuppression treatment regimen following the second transplant of a genetically modified pig kidney into a human conducted at Massachusetts General Hospital on January 25, 2025. The patient was subsequently discharged from the hospital without need for continued treatment with dialysis for the first time in more than two years.

Anticipated Upcoming Milestones

August 2025: Report updated interim clinical data from the ongoing Phase 1b open-label trial evaluating tegoprubart for the prevention of organ rejection in kidney transplant patients.
4Q 2025: Report topline results from the Phase 2 BESTOW trial of tegoprubart in kidney transplantation.
Late 2025: Report updated interim clinical data from the investigator-led clinical trial with UChicago Medicine in subjects with type 1 diabetes treated with tegoprubart as part of an immunosuppression regimen for the prevention of pancreatic islet transplant rejection.

First Quarter 2025 Financial Results

 


Exhibit 99.1

Cash, cash equivalents and short-term investments totaled $124.9 million as of March 31, 2025 compared to $140.2 million as of December 31, 2024. The company expects current cash, cash equivalents and short-term investments to fund operations to the end of 2026.

Research and development (R&D) expenses for the first quarter of 2025 were $13.5 million, including $1.0 million of non-cash stock-based compensation expense, compared to $7.4 million, including $0.3 million of non-cash stock-based compensation expense, for the comparable period in 2024.

General and administrative expenses for the first quarter of 2025 were $4.4 million, including $1.8 million of non-cash stock-based compensation expense, compared to $3.5 million, including $1.3 million of non-cash stock-based compensation expense, for the comparable period in 2024.

Net loss for the first quarter of 2025 was $6.5 million, or $0.08 per basic share, compared to a net loss of $23.6 million, or $0.79 per share, for the same period in 2024. Both periods reflect the non-cash impact of changes in the fair value of warrant liabilities, resulting in a $10.1 million gain in Q1 2025 and a $13.3 million loss in Q1 2024. Excluding this impact, the company would have reported a net loss of $16.6 million for the first quarter of 2025 compared to a net loss of $10.3 million in the same period in 2024.

About Eledon Pharmaceuticals and tegoprubart

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-CD40 Ligand biology to conduct preclinical and clinical studies in kidney allograft transplantation, xenotransplantation, and amyotrophic lateral sclerosis (ALS). Eledon is headquartered in Irvine, California. For more information, please visit the company’s website at www.eledon.com.

Follow Eledon Pharmaceuticals on social media: LinkedIn; Twitter

Forward Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. Any statements about the company’s future expectations, plans and prospects, including statements about planned clinical trials, the development of product candidates, expected timing for initiation of future clinical trials, expected timing for receipt of data from clinical trials, the company’s capital resources and ability to finance planned clinical trials, as well as other statements containing the words “believes,” “anticipates,” “plans,” “expects,” “estimates,” “intends,” “predicts,” “projects,” “targets,” “looks forward,” “could,” “may,” and similar expressions, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

 


Exhibit 99.1

Forward-looking statements are inherently uncertain and are subject to numerous risks and uncertainties, including: risks relating to the safety and efficacy of our drug candidates; risks relating to clinical development timelines, including interactions with regulators and clinical sites, as well as patient enrollment; risks relating to costs of clinical trials and the sufficiency of the company’s capital resources to fund planned clinical trials; and risks associated with the impact of the ongoing coronavirus pandemic. Actual results may differ materially from those indicated by such forward-looking statements as a result of various factors. These risks and uncertainties, as well as other risks and uncertainties that could cause the company’s actual results to differ significantly from the forward-looking statements contained herein, are discussed in our quarterly 10-Q, annual 10-K, and other filings with the U.S. Securities and Exchange Commission, which can be found at www.sec.gov. Any forward-looking statements contained in this press release speak only as of the date hereof and not of any future date, and the company expressly disclaims any intent to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact:

Stephen Jasper
Gilmartin Group
(858) 525 2047
stephen@gilmartinir.com

Media Contact:

Jenna Urban
CG Life
(212) 253 8881

jurban@cglife.com

Source: Eledon Pharmaceuticals

 

 


Exhibit 99.1

ELEDON PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

 

 

 

March 31,
2025

 

 

December 31,
2024

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

8,496

 

 

$

20,549

 

Short-term investments

 

 

116,385

 

 

 

119,629

 

Prepaid expenses and other current assets

 

 

2,837

 

 

 

3,552

 

Total current assets

 

 

127,718

 

 

 

143,730

 

Operating lease asset, net

 

 

850

 

 

 

926

 

In-process research and development

 

 

32,386

 

 

 

32,386

 

Other assets

 

 

354

 

 

 

363

 

Total assets

 

$

161,308

 

 

$

177,405

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

2,901

 

 

$

5,833

 

Current operating lease liabilities

 

 

325

 

 

 

314

 

Accrued expenses and other liabilities

 

 

5,959

 

 

 

5,430

 

Total current liabilities

 

 

9,185

 

 

 

11,577

 

Deferred tax liabilities

 

 

2,183

 

 

 

2,183

 

Non-current operating lease liabilities

 

 

555

 

 

 

640

 

Warrant liabilities

 

 

34,805

 

 

 

44,865

 

Total liabilities

 

 

46,728

 

 

 

59,265

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.001 par value, 5,000,000 shares authorized at March 31,
    2025 and December 31, 2024:

 

 

 

 

 

 

Series X1 non-voting convertible preferred stock, $0.001 par value,
   515,000 shares designated; 110,086 shares issued and outstanding
   at March 31, 2025 and December 31, 2024

 

 

 

 

 

 

Series X non-voting convertible preferred stock, $0.001 par value,
   10,000 shares designated; 4,422 shares issued and outstanding
   at March 31, 2025 and December 31, 2024

 

 

 

 

 

 

Common stock, $0.001 par value, 200,000,000 shares authorized at March 31,
    2025 and December 31, 2024; 59,881,775 and 59,789,275 shares issued and
    outstanding at March 31, 2025 and December 31, 2024, respectively

 

 

60

 

 

 

60

 

Additional paid-in capital

 

 

476,619

 

 

 

473,640

 

Accumulated other comprehensive income (loss)

 

 

(18

)

 

 

26

 

Accumulated deficit

 

 

(362,081

)

 

 

(355,586

)

Total stockholders’ equity

 

 

114,580

 

 

 

118,140

 

Total liabilities and stockholders’ equity

 

$

161,308

 

 

$

177,405

 

 

 


Exhibit 99.1

ELEDON PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

(Unaudited)

 

 

 

For the Three Months
Ended March 31,

 

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

Research and development

 

$

13,531

 

 

$

7,410

 

General and administrative

 

 

4,433

 

 

 

3,459

 

Total operating expenses

 

 

17,964

 

 

 

10,869

 

Loss from operations

 

 

(17,964

)

 

 

(10,869

)

Other income, net

 

 

1,409

 

 

 

574

 

Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds

 

 

10,060

 

 

 

(13,336

)

Net loss

 

$

(6,495

)

 

$

(23,631

)

Other comprehensive loss:

 

 

 

 

 

 

Unrealized loss on available-for-sale securities, net

 

 

(44

)

 

 

 

Comprehensive loss

 

$

(6,539

)

 

$

(23,631

)

Net loss per share, basic and diluted

 

$

(0.08

)

 

$

(0.79

)

Weighted-average common shares outstanding, basic and diluted

 

 

77,126,763

 

 

 

29,989,400