Eledon Pharmaceuticals Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

Eledon Pharmaceuticals, Inc.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check all boxes that apply):

19800 MacArthur Boulevard, Suite 250

Irvine, California 92612

(949) 238-8090

May 30, 2024

Dear Fellow Stockholder:

On behalf of the Board of Directors (the “Board”), I want to thank you for your support of Eledon Pharmaceuticals, Inc. and for the confidence you place in this Board to oversee your interests in our Company.

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Eledon, to be held at the Company’s corporate office, located at 19800 MacArthur Boulevard, Suite 250, Irvine, California on Wednesday, July 10, 2024 at 11:30 a.m., Pacific time.

During the Annual Meeting, stockholders will be asked to (i) elect two Class I directors, (ii) approve an amendment to the Company’s 2020 Long Term Incentive Plan (the “2020 Incentive Plan”) to increase the aggregate number of shares available for issuance thereunder, and (iii) ratify the appointment of KMJ Corbin & Company LLP as Eledon’s independent registered public accounting firm for 2024. The Board has determined that the approval of each of the matters to be considered at the Annual Meeting are in the best interests of Eledon and its stockholders. For the reasons set forth in the Proxy Statement, the Board unanimously recommends a vote “FOR” the election of Steven Perrin, Ph.D and June Lee, M.D. as Class I directors and “FOR” each of the other matters to be considered.

We are taking advantage of the Securities and Exchange Commission rule that allows us to furnish proxy materials to our stockholders over the Internet. This process expedites the delivery of proxy materials to our stockholders, lowers our costs and reduces the environmental impact of the Annual Meeting. Today, we are sending to each of our stockholders who has not elected an alternative means of delivery a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for the Annual Meeting and our 2023 Annual Report to Stockholders, as well as how to vote via proxy either by telephone or over the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions to allow you to request copies of the proxy materials to be sent to you by mail. Stockholders who have elected to receive copies of our proxy materials delivered via mail or e-mail will be receiving the Proxy Statement, a proxy card and the Annual Report by mail or e-mail, as applicable.

It is important that you vote your shares of Common Stock at the Annual Meeting or by proxy, regardless of the number of shares you own. You will find the instructions for voting on the Notice of Internet Availability of Proxy Materials or, if you received a printed set of our proxy materials, on the proxy card or voting instruction form you received. We appreciate your prompt attention.

We encourage all stockholders to attend the Annual Meeting in person. However, whether or not you plan to attend the Annual Meeting in person, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on each of your voting options described in the Proxy Statement.

Thank you for your ongoing support and continued interest in Eledon Pharmaceuticals, Inc.

On behalf of the Board of Directors,

/s/ David-Alexandre C. Gros

David-Alexandre C. Gros, M.D.

Chief Executive Officer

All references to “Eledon,” “we,” “us,” “our” and the “Company” in these proxy materials refer to Eledon Pharmaceuticals, Inc.

ELEDON PHARMACEUTICALS

Notice of Annual Meeting of Stockholders

Eledon will hold our Annual Meeting in person at Eledon’s corporate offices, located at 19800 MacArthur Boulevard, Suite 250, Irvine, California, on Wednesday, July 10, 2024 at 11:30 a.m., Pacific time. You will be able to vote your shares at the meeting in person or by proxy, either over the Internet, by mail or by phone. All stockholders will have the ability to access the proxy materials on the website atwww.proxydocs.com/ELDN, or may request a printed set of the proxy materials.

The Annual Meeting of Stockholders is being convened to consider and vote on the following proposals:

Election of Steven Perrin, Ph.D. and June Lee, M.D. as Class I directors to serve until Eledon’s 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified.

Approval of an amendment to the 2020 Incentive Plan to increase the aggregate number of shares available for issuance thereunder by 3,500,000 shares.

Ratification of the appointment of KMJ Corbin & Company LLP as our independent registered public accounting firm for the year ending December 31, 2024.

Any other business properly brought before the meeting or any postponement or adjournment thereof.

The accompanying Proxy Statement more fully describes these matters and we urge you to read the information contained in the Proxy Statement carefully. The Board recommends a vote “FOR” the election of Steven Perrin, Ph.D. and June Lee, M.D. to Eledon’s Board, “FOR” the amendment of the 2020 Incentive Plan to increase the aggregate number of shares available for issuance thereunder, and “FOR” the ratification of the appointment of KMJ Corbin & Company LLP as Eledon’s independent registered public accounting firm for the year ending December 31, 2024.

This Proxy Statement summarizes information about the proposals to be considered and voted on at the meeting and other information you may find useful in determining how to vote. The proxy card or voting instruction form, as applicable, is the means by which you actually authorize another person to vote your shares in accordance with your instructions. We are making the Notice of Internet Availability of Proxy Materials or, if you received a printed set of our proxy materials, this Proxy Statement, the related proxy card and our annual report to stockholders for the fiscal year ended December 31, 2023 available to stockholders via mailing on or about May 30, 2024. This Proxy Statement and our annual report to stockholders for the fiscal year ended December 31, 2023 are also each available at www.proxydocs.com/ELDN.

The record date for the Annual Meeting of Stockholders is May 15, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any postponement or adjournment thereof. Each share of Common Stock is entitled to one vote for each director nominee and one vote for each of the proposals.

On behalf of the Board of Directors,

/s/ David-Alexandre C. Gros

David-Alexandre C. Gros, M.D.

Chief Executive OfficerMay 30, 2024

YOUR VOTE IS IMPORTANT

Please vote via the Internet or telephone.

Internet: www.proxypush.com/ELDN

Phone: 1-866-229-2195

If you received a proxy card or voting instruction form, please mark, sign and date it when received andreturn it promptly in the self-addressed, stamped envelope provided to you.

TABLE OF CONTENTS

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. Any statements other than statements of historical or current fact are forward looking statements, and may in some instances be identified by the use of words such as “believes,” “anticipates,” “plans,” “expects,” “estimates,” “intends,” “predicts,” “projects,” “targets,” “looks forward,” “could,” “may,” and similar expressions. 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 sides, as well as patient enrollment; risks relating to costs of clinical trials and the sufficiency of our 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 our actual results to differ significantly from the forward-looking statements contained herein, are discussed in our quarterly reports on Form 10-Q, annual report on Form 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 Proxy Statement speak only as of the date hereof and not of any future date, and we expressly disclaims any intent to update any forward-looking statements, whether as a result of new information, future events or otherwise.