8-K
Eledon Pharmaceuticals, Inc. (ELDN)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): June 10, 2025 |
|---|
Eledon Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-36620 | 20-1000967 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 19800 MacArthur Blvd.<br><br>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<br>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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the approval by the stockholders of Eledon Pharmaceuticals, Inc. (the “Company”) at its Annual Meeting of Stockholders held on June 10, 2025 (the “Annual Meeting”) as described in Item 5.07 below, the Company filed the following with the Secretary of State of the State of Delaware:
- a Certificate of Amendment (the “Authorized Share Increase Amendment”) to the Company’s Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to amend the Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000 shares; and
- a Certificate of Amendment (the “Officer Exculpation Amendment”) to amend the Certificate of Incorporation to extend exculpation protection to officers, to the fullest extent permitted by Delaware law.
The foregoing description of the Authorized Share Increase Amendment and the Officer Exculpation Amendment is qualified in its entirety by reference to the full text thereof filed herewith as Exhibits 3.1and 3.2, respectively, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on four proposals described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025. The results for each matter voted on by the stockholders at the Annual Meeting were as follows:
Proposal 1: The stockholders of the Company elected Keith A. Katkin, Allan D. Kirk, M.D., Ph.D., FACS and John S. McBride as Class II Directors for a three-year term ending at the Annual Meeting of Stockholders to be held in 2028 and until each of their successors has been duly elected and qualified, or until their earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the Class II Directors were as follows:
| Nominee | Term Expiring | For | Withhold | Broker Non-Vote |
|---|---|---|---|---|
| Keith A. Katkin | 2028 | 30,128,214 | 1,240,531 | 9,975,463 |
| Allan D. Kirk, M.D, Ph.D., FACS | 2028 | 31,231,632 | 137,113 | 9,975,463 |
| John S. McBride | 2028 | 30,841,272 | 527,473 | 9,975,463 |
Proposal 2: The stockholders of the Company approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000 shares. The results of the stockholders’ vote with respect to the approved amendment were as follows:
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 40,788,146 | 491,602 | 64,460 | 0 |
Proposal 3: The stockholders of the Company approved an amendment to the Certificate of Incorporation to provide for exculpation of certain officers. The results of the stockholders’ vote with respect to the approved amendment were as follows:
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 30,041,273 | 1,286,112 | 41,360 | 9,975,463 |
Proposal 4: The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The results of the stockholders’ vote with respect to the ratification were as follows:
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 41,307,658 | 36,058 | 492 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Eledon Pharmaceuticals, Inc., effective June 10, 2025. |
| --- | --- |
| 3.2 | Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Eledon Pharmaceuticals, Inc., effective June 10, 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 hereunto duly authorized.
| Eledon Pharmaceuticals | |||
|---|---|---|---|
| Date: | June 12, 2025 | By: | /s/ David-Alexandre C. Gros, M.D. |
| Name: David-Alexandre C. Gros. M.D.<br>Title: Chief Executive Officer |
EX-3.1
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
ELEDON PHARMACEUTICALS, INC.
Eledon Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:
The current name of the Corporation is Eledon Pharmaceuticals, Inc.
The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 26, 2004 and was amended and restated on April 27, 2004, May 30, 2007, October 14, 2008, May 6, 2009, November 15, 2010, September 9, 2011 and May 10, 2013, further amended on February 27, 2014, April 17, 2014 and August 29, 2014, further amended and restated on September 22, 2014, and further amended on May 9, 2017, October 2, 2020 and January 4, 2021 (the “Certificate of Incorporation”).
The amendments to the Certificate of Incorporation set forth in this Certificate of Amendment have been duly adopted and approved in accordance with the provisions of Section 242 of the General Corporation Law.
The first paragraph of Article FOURTH of the Certificate of Incorporation be and hereby is deleted in its entirety and the following is inserted in lieu thereof:
“FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 305,000,000 shares, consisting of (i) 300,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”).”
All other provisions of the Certificate of Incorporation shall remain in full force and effect.
This Certificate of Amendment, and the amendments effected hereby, shall become effective upon filing with the Secretary of State of the State of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment of the Restated Certificate of Incorporation to be signed by its Chief Executive Officer this 10th day of June, 2025.
| /s/ David-Alexandre C. Gros, M.D. |
|---|
| Name: David-Alexandre C. Gros, M.D. |
| Title: Chief Executive Officer |
EX-3.2
Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
ELEDON PHARMACEUTICALS, INC.
Eledon Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:
The current name of the Corporation is Eledon Pharmaceuticals, Inc.
The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 26, 2004 and was amended and restated on April 27, 2004, May 30, 2007, October 14, 2008, May 6, 2009, November 15, 2010, September 9, 2011 and May 10, 2013, further amended on February 27, 2014, April 17, 2014 and August 29, 2014, further amended and restated on September 22, 2014, and further amended on May 9, 2017, October 2, 2020, January 4, 2021 and June 10, 2025 (the “Certificate of Incorporation”).
The amendments to the Certificate of Incorporation set forth in this Certificate of Amendment have been duly adopted and approved in accordance with the provisions of Section 242 of the General Corporation Law.
Article SEVENTH of the Restated Certificate of Incorporation be and hereby is deleted in its entirety and the following is inserted in lieu thereof:
“SEVENTH: Except to the fullest extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to permit further elimination or limitation of the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.”
All other provisions of the Certificate of Incorporation shall remain in full force and effect.
This Certificate of Amendment, and the amendments effected hereby, shall become effective upon filing with the Secretary of State of the State of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment of the Restated Certificate of Incorporation to be signed by its Chief Executive Officer this 10th day of June, 2025.
| /s/ David-Alexandre C. Gros, M.D. |
|---|
| Name: David-Alexandre C. Gros, M.D. |
| Title: Chief Executive Officer |