Eledon Pharmaceuticals Inc.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 15:53
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-funded Warrants to Purchase Common Stock(1) | $0.001 | 10/29/2024 | P | 2,213,816 | (5) | (5) | Common Stock, $0.001 par value | 2,213,816 | $3.649 | 7,415,596 | D(2) | ||||
| Pre-funded Warrants to Purchase Common Stock(1) | $0.001 | 10/29/2024 | P | 2,100,244 | (5) | (5) | Common Stock, $0.001 par value | 2,100,244 | $3.649 | 6,235,545 | D(3) | ||||
| Pre-funded Warrants to Purchase Common Stock(1) | $0.001 | 10/29/2024 | P | 440,489 | (5) | (5) | Common Stock, $0.001 par value | 440,489 | $3.649 | 838,507 | D(4) | ||||
| Series X Convertible Preferred(1) | (6) | (6) | (6) | Common Stock, $0.001 par value | 122,833(7) | 2,211 | D(2) | ||||||||
| Series X Convertible Preferred(1) | (6) | (6) | (6) | Common Stock, $0.001 par value | 96,611(7) | 1,739 | D(3) | ||||||||
| Series X Convertible Preferred(1) | (6) | (6) | (6) | Common Stock, $0.001 par value | 19,222(7) | 346 | D(4) | ||||||||
| Series X1 Convertible Preferred(1) | (8) | (8) | (8) | Common Stock, $0.001 par value | 3,214,437(7) | 57,860 | D(2) | ||||||||
| Series X1 Convertible Preferred(1) | (8) | (8) | (8) | Common Stock, $0.001 par value | 2,374,987(7) | 42,750 | D(3) | ||||||||
| Series X1 Convertible Preferred(1) | (8) | (8) | (8) | Common Stock, $0.001 par value | 424,169(7) | 7,635 | D(4) | ||||||||
| Warrants to Purchase Common Stock(1) | $12.96(7) | (9) | 07/14/2025 | Common Stock, $0.001 par value | 79,500(7) | 79,500(7) | D(2) | ||||||||
| Warrants to Purchase Common Stock(1) | $12.96(7) | (9) | 07/14/2025 | Common Stock, $0.001 par value | 64,549(7) | 64,549(7) | D(3) | ||||||||
| Warrants to Purchase Common Stock(1) | $12.96(7) | (9) | 07/14/2025 | Common Stock, $0.001 par value | 11,415(7) | 11,415(7) | D(4) | ||||||||
| Warrants to Purchase Series X1 Convertible Preferred Stock(1) | $8,962.74(7) | (10) | 09/14/2025 | Series X1 Convertible Preferred Stock, $0.001 par value | 1,453,000(7) | 1,453 | D(2) | ||||||||
| Warrants to Purchase Series X1 Convertible Preferred Stock(1) | $8,962.74(7) | (10) | 09/14/2025 | Series X1 Convertible Preferred Stock, $0.001 par value | 1,086,000(7) | 1,086 | D(3) | ||||||||
| Warrants to Purchase Series X1 Convertible Preferred Stock(1) | $8,962.74(7) | (10) | 09/14/2025 | Series X1 Convertible Preferred Stock, $0.001 par value | 189,000(7) | 189 | D(4) | ||||||||
| Pre-funded Warrants to Purchase Common Stock(1) | $0.001 | (11) | 12/31/2030 | Common Stock, $0.001 par value | 254,666 | 254,666 | D(2) | ||||||||
| Pre-funded Warrants to Purchase Common Stock(1) | $0.001 | (11) | 12/31/2030 | Common Stock, $0.001 par value | 200,245 | 200,245 | D(3) | ||||||||
| Pre-funded Warrants to Purchase Common Stock(1) | $0.001 | (11) | 12/31/2030 | Common Stock, $0.001 par value | 39,938 | 39,938 | D(4) | ||||||||
| Warrants to Purchase Common Stock(1) | $3 | (12) | (12) | Common Stock, $0.001 par value | 3,084,090 | 3,084,090 | D(2) | ||||||||
| Warrants to Purchase Common Stock(1) | $3 | (12) | (12) | Common Stock, $0.001 par value | 2,446,209 | 2,446,209 | D(3) | ||||||||
| Warrants to Purchase Common Stock(1) | $3 | (12) | (12) | Common Stock, $0.001 par value | 252,291 | 252,291 | D(4) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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BVF PARTNERS L P/IL 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO, CA 94104 |
X | |||
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BIOTECHNOLOGY VALUE FUND L P 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO, CA 94104 |
See Explanation of Responses | |||
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BVF I GP LLC 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO, CA 94104 |
See Explanation of Responses | |||
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BIOTECHNOLOGY VALUE FUND II LP 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO, CA 94104 |
See Explanation of Responses | |||
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BVF II GP LLC 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO, CA 94104 |
See Explanation of Responses | |||
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Biotechnology Value Trading Fund OS LP P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104 |
See Explanation of Responses | |||
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BVF Partners OS Ltd. P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN, E9 KY1-1104 |
See Explanation of Responses | |||
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BVF GP HOLDINGS LLC 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO, CA 94104 |
X | |||
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BVF INC/IL 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO, CA 94104 |
X | |||
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LAMPERT MARK N 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO, CA 94104 |
X |
Signatures
| BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 10/31/2024 |
| **Signature of Reporting Person | Date |
| Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer | 10/31/2024 |
| **Signature of Reporting Person | Date |
| BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | 10/31/2024 |
| **Signature of Reporting Person | Date |
| Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer | 10/31/2024 |
| **Signature of Reporting Person | Date |
| BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | 10/31/2024 |
| **Signature of Reporting Person | Date |
| BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | 10/31/2024 |
| **Signature of Reporting Person | Date |
| 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 | 10/31/2024 |
| **Signature of Reporting Person | Date |
| BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | 10/31/2024 |
| **Signature of Reporting Person | Date |
| BVF Inc., By: /s/ Mark N. Lampert, President | 10/31/2024 |
| **Signature of Reporting Person | Date |
| /s/ Mark N. Lampert | 10/31/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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 is a member of a group for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that collectively beneficially owns over 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | The pre-funded warrants are exercisable immediately and shall expire when exercised in full. The 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. |
| (6) | 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. |
| (7) | 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"). |
| (8) | 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. |
| (9) | Pursuant to a warrant exercise agreement between the Issuer and the Reporting Persons, the Issuer 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. |
| (10) | Pursuant to a purchase agreement between the Issuer and the Reporting Persons, the Issuer 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. |
| (11) | Pursuant to a warrant exchange agreement between the Issuer and the Reporting Persons, the Issuer issued to the Reporting Persons pre-funded 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 pre-funded warrant to purchase shares of the Common Stock is convertible into 1 share of Common Stock. The 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 Common Stock, subject to certain exceptions. |
| (12) | The Common Warrants are exercisable immediately and have a term of exercise equal to five years. The 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. |