Eledon Pharmaceuticals, Inc.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 19, 2026
ELDN$2.76-3.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this Annual Report on Form 10-K:
(1)
Financial Statements:
The Report of Independent Registered Public Accounting Firm, our consolidated financial statements and accompanying notes are set forth beginning on page F-1 immediately following the signature page of this Annual Report on Form 10-K.
(2)
Financial Statement Schedules:
The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto under Part II, Item 8. Financial Statements and Supplementary Data.
(3)
Exhibits:
| Exhibit · Incorporated by Reference · Filed | |||||
|---|---|---|---|---|---|
| Number · Exhibit Description · Form · File No. · Exhibit · Filing Date · Herewith | |||||
| 3.1 | Restated Certificate of Incorporation of Novus Therapeutics, Inc., a Delaware corporation, dated September 22, 2014 | 8-K | 001-36620 | 3.1 | September 26, 2014 |
| 3.2 | Certificate of Amendment to Certificate of Incorporation of Novus Therapeutics, Inc. (effecting, among other things a reverse stock-split), filed with the Secretary of the State of Delaware on May 9, 2017 | 8-K | 001-36620 | 3.1 | May 15, 2017 |
| 3.3 | Certificate of Amendment to Certificate of Incorporation of Novus Therapeutics, Inc. (effecting, among other things a change in the corporation’s name to “Novus Therapeutics, Inc.”), filed with the Secretary of the State of Delaware on May 9, 2017 | 8-K | 001-36620 | 3.2 | May 15, 2017 |
| 3.4 | Certificate of Amendment to the Restated Certificate of Incorporation of Novus Therapeutics, Inc., (effecting, among other things a reverse stock-split) effective as of October 5, 2020 | 8-K | 001-36620 | 3.1 | October 6, 2020 |
| 3.5 | Certificate of Amendment to the Restated Certificate of Incorporation of Novus Therapeutics, Inc., (effecting, among other things a change in the corporation’s name to “Eledon Pharmaceuticals, Inc.”) effective as of January 5, 2021 | 8-K | 001-36620 | 3.1 | January 5, 2021 | |
| 3.6 | Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Eledon Pharmaceuticals, Inc., (effecting an increase in authorized shares of common stock) | 8-K | 001-36620 | 3.1 | June 12, 2025 | |
| 3.7 | Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Eledon Pharmaceuticals, Inc., (providing for exculpation of certain officers) | 8-K | 001-36620 | 3.2 | June 12, 2025 | |
| 3.8 | Amended and Restated Bylaws of Eledon Pharmaceuticals, Inc. | 8-K | 001-36620 | 3.4 | January 5, 2021 | |
| 3.9 | Certificate of Designations of Series X Convertible Preferred Stock | 8-K | 001-36620 | 3.1 | February 19, 2020 | |
| 3.10 | Certificate of Designations of Series X1 Convertible Preferred Stock | 8-K | 001-36620 | 3.1 | September 15, 2020 | |
| 4.1 | Form of Common Stock Purchase Warrant | 8-K | 001-36620 | 4.1 | January 16, 2020 | |
| 4.2 | Form of Pre-Funded Warrant to Purchase Common Stock | 8-K | 001-36620 | 4.1 | May 1, 2023 | |
| 4.3 | Form of Tranche A Warrant to Purchase Common Stock or Pre-Funded Warrants | 8-K | 001-36620 | 4.2 | May 1, 2023 | |
| 4.4 | Form of Pre-Funded Warrant to Purchase Common Stock | 8-K | 001-36620 | 4.1 | May 7, 2024 | |
| 4.5 | Form of Pre-Funded Warrant to Purchase Common Stock | 8-K | 001-36620 | 4.1 | October 30, 2024 | |
| 4.6 | Form of Pre-Funded Warrant to Purchase Common Stock | 8-K | 001-36620 | 4.1 | November 13, 2025 | |
| 4.7 | Form of Exchange Warrant | 8-K | 001-36620 | 4.1 | January 2, 2026 | |
| 4.8 | Description of Securities | X | ||||
| 10.1 | Open Market Sales Agreement by and between the Registrant and Guggenheim Securities, LLC dated September 20, 2024 | S-3 | 333-282260 | 1.2 | September 20, 2024 |
| 10.2* | Form of Indemnification Agreement to be entered into with each of the directors and officers of Eledon | 8-K | 001-36620 | 10.1 | September 21, 2023 |
| 10.3 | Fourth Amendment to Lease Agreement, dated March 12, 2024, by and between Newport Gateway Office LLC and Eledon Pharmaceuticals, Inc. | 10-K | 001-36620 | 10.7 | March 20, 2025 |
| 10.4 | Lease Agreement, dated September 4, 2024, by and between Blanchard Group LLC and Eledon Pharmaceuticals, Inc. | 10-K | 001-36620 | 10.8 | March 20, 2025 |
| 10.5* | Tokai Pharmaceuticals, Inc. 2014 Stock Incentive Plan | 10-Q | 001-36620 | 10.2 | August 7, 2018 |
| 10.6* | Novus Therapeutics, Inc., 2014 Employee Stock Purchase Plan | 10-Q | 001-36620 | 10.3 | August 7, 2018 |
| 10.7* | Executive Employment Agreement, dated September 9, 2020, between Novus Therapeutics, Inc. and David-Alexandre C. Gros, M.D. | 10-K | 001-36620 | 10.8 | March 31, 2021 |
| 10.8* | David-Alexandre Gros, M.D. Letter Agreement, dated April 27, 2023 | 8-K | 001-36620 | 10.3 | May 1, 2023 |
| 10.9* | David-Alexandre Gros, M.D. Letter Agreement, dated December 16, 2024 | 10-K | 001-36620 | 10.14 | March 20, 2025 |
| 10.10* | Executive Employment Agreement, dated March 15, 2021, between Eledon Pharmaceuticals, Inc. and Paul Little | 10-K | 001-36620 | 10.10 | March 31, 2021 |
| 10.11* | Steve Perrin, Ph.D. Letter Agreement, dated April 27, 2023 | 8-K | 001-36620 | 10.4 | May 1, 2023 |
| 10.12* | Novus Therapeutics, Inc., 2020 Long Term Incentive Plan | 10-K | 001-36620 | 10.11 | March 31, 2021 |
| 10.13* | Eledon Pharmaceuticals, Inc. 2020 Long Term Incentive Plan, as amended | 8-K | 001-36620 | 10.1 | July 10, 2024 |
| 10.14* | Performance Stock Option Agreement, dated February 1, 2022, between Eledon Pharmaceuticals, Inc. and David-Alexandre C. Gros, M.D. | 10-K | 001-36620 | 10.12 | March 24, 2022 | |
| 10.15 | Amended and Restated License Agreement by and between ALS Therapy Development Foundation, Inc. and Anelixis Therapeutics, Inc, dated February 18, 2020 | 10-Q | 001-36620 | 10.1 | August 11, 2022 | |
| 10.16 | First Amendment to Restated License Agreement between ALS Therapy Development Foundation, Inc. and Anelixis Therapeutics, Inc. dated September 5, 2020 | 10-Q | 001-36620 | 10.2 | August 11, 2022 | |
| 10.17 | License Agreement between Lonza Sales AG and Anelixis Therapeutics, LLC, dated September 11, 2018 | 10-Q | 001-36620 | 10.3 | August 11, 2022 | |
| 10.18* | Form of Stock Option Agreement, dated May 1, 2023, between Eledon Pharmaceuticals, Inc. and each of David-Alexandre C. Gros, M.D., Steve Perrin, Ph D., Bryan Smith and Paul Little | 10-K | 001-36620 | 10.22 | March 28, 2024 | |
| 10.19* | Form of Amendment to Stock Option Agreement, dated December 30, 2023, between Eledon Pharmaceuticals, Inc. and David-Alexandre C. Gros, M.D., Steve Perrin, Ph D., Bryan Smith and Paul Little | 10-K | 001-36620 | 10.23 | March 28, 2024 | |
| 10.20* | Form of Amendment to Stock Option Agreement, dated June 13, 2024, between Eledon Pharmaceuticals, Inc. and David-Alexandre C. Gros, M.D., Steve Perrin, Ph D., Bryan Smith and Paul Little | 10-K | 001-36620 | 10.25 | March 20, 2025 | |
| 10.21* | Form of Amendment to Stock Option Agreement, dated November 20, 2024, between Eledon Pharmaceuticals, Inc. and David-Alexandre C. Gros, M.D., Steve Perrin, Ph D., Bryan Smith and Paul Little | 10-K | 001-36620 | 10.26 | March 20, 2025 | |
| 10.22* | Stock Option Forfeiture Agreement date December 30, 2025, between Eledon Pharmaceuticals, Inc. and David-Alexandre C. Gros, M.D. | X | ||||
| 10.23* · Stock Option Forfeiture Agreement date December 30, 2025, between Eledon Pharmaceuticals, Inc. and Steve Perrin, Ph.D · X | ||||||
|---|---|---|---|---|---|---|
| 10.24 | Underwriting Agreement, dated November 12, 2025, by and between Eledon Pharmaceuticals, Inc. and Leerink Partners LLC, as representative of the several underwriters named therein | 8-K | 001-36620 | 1.1 | November 13, 2025 | |
| 19.1 | Eledon Pharmaceuticals, Inc. Insider Trading Policy | 10-K | 001-36620 | 19.1 | March 20, 2025 | |
| 21.1 | Subsidiaries of the Registrant | 10-K | 001-36620 | 21.1 | March 17, 2020 | |
| 23.1 | Consent of Deloitte & Touche LLP, independent registered public accounting firm | X | ||||
| 23.2 | Consent of Crowe LLP, independent registered public accounting firm | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1# | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2# | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1* | Incentive Compensation Recoupment Policy | 10-K | 001-36620 | 97.1 | March 28, 2024 | |
| 101.INS | INLINE XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X |
| 101.SCH | INLINE XBRL Taxonomy Extension Schema with Embedded Linkbase Documents | X |
| 104 | Cover page formatted as INLINE XBRL and contained in Exhibit 101 | X |
| * | Indicates a management contract or compensatory plan | |
| # | These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings. |
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