Eledon Pharmaceuticals, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on this evaluation, management concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of December 31, 2023. Internal Control Over Financial Reporting Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and Board regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”) in its 2013 Internal Control—Integrated Framework. Management believes that the COSO Framework is a suitable framework for its evaluation of financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of our internal control over financial reporting, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of our internal control over financial reporting are not omitted and is relevant to an evaluation of internal control over financial reporting. Based on this assessment, our management has concluded that as of December 31, 2023, our internal control over financial reporting is effective. As a non-accelerated filer, we are not required to provide an attestation report on our internal control over financial reporting issued by the Company’s independent registered public accounting firm. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Insider Trading Arrangements None. 56 Table of Contents Item 9C. Disclosure Regarding Foreign J urisdictions that Prevent Inspection. Not applicable. 57 Table of Contents PART III Item 10. Directors, Executive Off icers and Corporate Governance. The information required by this Item 10 is incorporated herein by reference to information in our proxy statement for our 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”), which we expect to be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2023, including under headings “Board of Directors and Corporate Governance—Election of Directors,” “Executive Officers and Executive Compensation—Executive Officers,” “Board of Directors and Corporate Governance—Director Nomination Process” and “Board of Directors and Corporate Governance—Committees of the Board of Directors”. We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is available on the Corporate Governance section of our website, which is located at http://ir.eledon.com/corporate-governance/governance-overview . We intend to disclose on our website any amendments to, or waivers from, the code of business conduct and ethics that are required to be disclosed pursuant to the disclosure requirements of Item 5.05 of Form 8-K within four business days following the date of the amendment or waiver. Item 11. Executiv e Compensation. The information required by this Item 11 is incorporated herein by reference to information in our 2024 Proxy Statement, including under headings “Executive Compensation,” “Director Compensation,” and “Board of Directors and Corporate Governance—Compensation Committee Interlocks and Insider Participation”. Item 12. Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters. The information required by this Item 12 is incorporated herein by reference to information in our 2024 Proxy Statement, including under headings “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans”. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item 13 is incorporated herein by reference to information in our 2024 Proxy Statement, including under headings “Board of Directors and Corporate Governance—Related Person Transactions,” “Board of Directors and Corporate Governance,” and “Board of Directors and Corporate Governance—Committees of the Board of Directors”. Item 14. Principal Accountant Fees and Services. Th e information required by this Item 14 is incorporated herein by reference to information in our 2024 Proxy Statement, including under headings “Matters to be Voted—on Proposal No. 2—Ratification of the Appointment of Independent Registered Public Accounting Firm”. 58 Table of Contents PART IV Item 15. Exhibits, Financi al 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 Number Exhibit Description Incorporated by Reference Filed Form File No. Exhibit Filing Date Herewith 2.1 Agreement and Plan of Merger, dated September 14, 2020, by and among Novus Therapeutics, Inc., Nautilus Merger Sub 1, Inc., Nautilus Merger Sub 2, LLC and Anelixis Therapeutics, Inc. 8-K 001-36620 2.1 September 15, 2020 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 Amended and Restated Bylaws of Eledon Pharmaceuticals, Inc. 8-K 001-36620 3.4 January 5, 2021 59 Table of Contents 3.7 Certificate of Designations of Series X Convertible Preferred Stock 8-K 001-36620 3.1 February 19, 2020 3.8 Certificate of Designations of Series X 1 Convertible Preferred Stock 8-K 001-36620 3.1 September 15, 2020 4.1 Form of Common Stock Certificate 8-A/A 001-36620 4.1 June 23, 2017 4.2 Form of Warrant 8-K 001-36620 4.1 May 2, 2019 4.3 Form of Placement Agent Warrant 8-K 001-36620 4.2 May 2, 2019 4.4 Form of Common Stock Purchase Warrant 8-K 001-36620 4.1 January 16, 2020 4.5 Description of Securities 10-K 001-36620 4.5 March 31, 2021 4.6 Form of Pre-Funded Warrant to Purchase Common Stock 8-K 001-36620 4.1 May 1, 2023 4.7 Form of Tranche A Warrant to Purchase Common Stock or Pre-Funded Warrants 8-K 001-36620 4.2 May 1, 2023 10.1 Open Market Sales Agreement by and between the Registrant and Jefferies, LLC dated March 30, 2021 10-K 001-36620 1.1 March 31, 2021 10.2 Securities Purchase Agreement, dated April 28, 2023 8-K 001-36620 10.1 May 1, 2023 10.3 Registration Rights Agreement, dated April 28, 2023 8-K 001-36620 10.2 May 1, 2023 10.4 * 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 10.5 Lease Agreement, dated as of September 2, 2015, by and between The Irvine Company LLC and Otic Pharma, Inc. 10-Q 001-36620 10.2 August 9, 2017 10.6 First Amendment to Lease Agreement, dated April 19, 2018, by and between The Irvine Company LLC and Novus Therapeutics, Inc. 10-Q 001-36620 10.1 August 7, 2018 10.7 Second Amendment to Lease Agreement, dated May 3, 2021, by and between Newport Gateway Office LLC and Eledon Pharmaceuticals, Inc. 10-K 001-36620 10.13 March 24, 2022 10.8 Sublease Agreement, dated as of November 4, 2021, by and between Corporate Technologies, Inc. and Eledon Pharmaceuticals, Inc. 10-K 001-36620 10.14 March 24, 2022 10.9 * Tokai Pharmaceuticals, Inc. 2007 Stock Incentive Plan 10-K 001-36620 10.11 April 2, 2018 10.10 * Tokai Pharmaceuticals, Inc. 2014 Stock Incentive Plan 10-Q 001-36620 10.2 August 7, 2018 60 Table of Contents 10.11 * Novus Therapeutics, Inc., 2014 Employee Stock Purchase Plan 10-Q 001-36620 10.3 August 7, 2018 10.12 * 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 10.13 * David-Alexandre Gros, M.D. Letter Agreement, dated April 27, 2023 8-K 001-36620 10.3 May 1, 2023 10.14 * Executive Employment Agreement, dated March 15, 2021, between Eledon Pharmaceuticals, Inc. and Paul Little 10-K 001-36620 10.10 March 31, 2021 10.15 * Steve Perrin, Ph.D. Letter Agreement, dated April 27, 2023 8-K 001-36620 10.4 May 1, 2023 10.16 * Novus Therapeutics, Inc., 2020 Long Term Incentive Plan 10-K 001-36620 10.11 March 31, 2021 10.17 * Eledon Pharmaceuticals, Inc. 2020 Long Term Incentive Plan, as amended 8-K 001-36620 10.1 June 22, 2023 10.18* 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 10.19 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 10.20 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 10.21 License Agreement between Lonza Sales AG and Anelixis Therapeutics, LLC, dated September 11, 2018 10-Q 001-36620 10.3 August 11, 2022 10.22* 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. and Paul Little X 10.23* 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. and Paul Little X 21.1 Subsidiaries of the Registrant 10-K 001-36620 21.1 March 17, 2020 23.1 Consent of KMJ Corbin & Company LLP, independent registered public accounting firm X 61 Table of Contents 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 X 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. Item 16. Form 10-K Summary. None. 62 Table of Contents SIGNAT URES 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: March 28, 2024 By: /s/ David-Alexandre C. Gros, M.D. David-Alexandre C. Gros, M.D. Chief Executive Officer and Director (Principal Executive Officer) Date: March 28, 2024 By: /s/ Paul Little Paul Little Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ David-Alexandre C. Gros, M.D. Chief Executive Officer and Director March 28, 2024 David-Alexandre C. Gros, M.D. ( Principal Executive Officer) /s/ Paul Little Chief Financial Officer March 28, 2024 Paul Little (Principal Financial and Accounting Officer) /s/ Keith A. Katkin Chairman of the Board of Directors March 28, 2024 Keith A. Katkin /s/ Jan Hillson, M.D. Director March 28, 2024 Jan Hillson, M.D. /s/ James Robinson Director March 28, 2024 James Robinson /s/ Allan Kirk, M.D. Director March 28, 2024 Allan Kirk, M.D. /s/ John S. McBride Director March 28, 2024 John S. McBride /s/ Walter Ogier Director March 28, 2024 Walter Ogier /s/ June Lee, M.D. Director March 28, 2024 June Lee, M.D. /s/ Steven Perrin President, Director March 28, 2024 Steven Perrin 63 Table of Contents ELEDON PHARMACEUTICALS, INC. INDEX TO CONSOLIDATED FINANC IAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (KMJ Corbin & Company LLP PCAOB ID#: 170 ) F- 2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 4 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022 F- 5 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023 and 2022 F- 6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 F- 7 Notes to Consolidated Financial Statements F- 8 F- 1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Eledon Pharmaceuticals, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Eledon Pharmaceuticals, Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred recurring operating losses and expects to continue to incur net losses into the foreseeable future. In addition, the Company has an accumulated deficit of $243.2 million as of December 31, 2023 and is dependent on its ability to raise capital. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. In-Process Research and Development Intangible Asset Impairment Assessment F- 2 Table of Contents Critical Audit Matter Description As described in Note 3 to the consolidated financial statements, the in-process research and development (“IPR&D”) intangible asset is tested for impairment at least annually and more frequently when indicators of impairment exist. Management considers various factors for potential impairment, including the current legal and regulatory environment and the competitive landscape. Certain indicators of impairment could relate to adverse clinical trials, a decrease in the projected market size, changes in anticipated pricing of the product once approved or increases in cost factors, among others. Management performed a qualitative assessment as of December 31, 2023, in which it assessed significant factors, including those mentioned above, to determine whether it is more likely than not that the IPR&D intangible asset was impaired. Based on the qualitative assessment, management determined that it was not more likely than not the IPR&D intangible asset was impaired. Auditing management’s impairment test for the IPR&D intangible asset was complex and required a high degree of auditor judgment when performing procedures due to the significant assumptions used in determining if it was more likely than not that the IPR&D intangible asset was impaired. Significant judgments made by management were related to: (i) cost factors such as increases in materials, labor and other costs; (ii) regulatory factors affecting the Company’s product development; (iii) industry and market considerations; and (iii) macroeconomic conditions, including the Company’s ability to access capital to continue product development. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures to evaluate the significant judgments made by management described above included, among others, comparing to observable industry data and external market data, evaluating the most relevant drivers of fair value used to record the IPR&D intangible asset when initially acquired and the impact of those drivers since the IPR&D asset was acquired through December 31, 2023, and determining if the available information corroborated or contradicted management’s conclusions. /s/ KMJ Corbin & Company LLP We have served as the Company's auditor since 2019. Irvine, California March 28, 2024 F- 3 Table of Contents ELEDON PHARMACEUTICALS, INC. CONSOLIDA TED BALANCE SHEETS (In thousands, except share and per share data) December 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 4,612 $ 56,409 Short-term investments 46,490 — Prepaid expenses and other current assets 5,027 3,109 Total current assets 56,129 59,518 Operating lease asset, net 365 739 In-process research and development 32,386 32,386 Other assets 186 150 Total assets $ 89,066 $ 92,793 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 967 $ 2,200 Current operating lease liability 383 363 Accrued expenses and other liabilities 2,545 3,912 Total current liabilities 3,895 6,475 Deferred tax liability 1,752 1,752 Non-current operating lease liability — 383 Total liabilities 5,647 8,610 Commitments and contingencies (Note 8) Stockholders’ equity: Preferred stock, $ 0.001 par value, 5,000,000 shares authorized at December 31, 2023 and 2022: Series X 1 non-voting convertible preferred stock, $ 0.001 par value, 515,000 shares designated; 110,086 and 117,970 shares issued and outstanding at December 31, 2023 and 2022, respectively — — Series X non-voting convertible preferred stock, $ 0.001 par value, 10,000 shares designated; 4,422 and 6,204 shares issued and outstanding at December 31, 2023 and 2022, respectively — — Common stock, $ 0.001 par value, 200,000,000 shares authorized at December 31, 2023 and 2022; 24,213,130 and 13,776,788 shares issued and outstanding at December 31, 2023 and 2022, respectively 24 14 Additional paid-in capital 326,586 287,034 Accumulated deficit ( 243,191 ) ( 202,865 ) Total stockholders’ equity 83,419 84,183 Total liabilities and stockholders’ equity $ 89,066 $ 92,793 See accompanying notes to consolidated financial statements. F- 4 Table of Contents ELEDON PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except share and per share data) Year Ended December 31, 2023 2022 Operating expenses Research and development $ 30,312 $ 27,080 General and administrative 12,688 12,700 Goodwill impairment — 48,648 Total operating expenses 43,000 88,428 Loss from operations ( 43,000 ) ( 88,428 ) Other income, net 2,674 462 Loss before income taxes ( 40,326 ) ( 87,966 ) Income taxes — — Net loss and comprehensive loss $ ( 40,326 ) $ ( 87,966 ) Net loss per share, basic and diluted $ ( 1.64 ) $ ( 6.16 ) Weighted-average common shares outstanding, basic and diluted 24,619,197 14,285,254 See accompanying notes to consolidated financial statements. F- 5 Table of Contents ELEDON PHARMACEUTICALS, INC. CONSOLIDATED STATEMENTS OF ST OCKHOLDERS’ EQUITY (In thousands, except share data) Series X 1 Non-Voting Convertible Preferred Stock Series X Non-Voting Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Shares Amount Shares Amount Shares Amount Capital Deficit Total Balance as of December 31, 2021 108,070 $ — 6,204 $ — 14,306,788 $ 14 $ 278,880 $ ( 114,899 ) $ 163,995 Cancellation of common stock in connection with exchange for X 1 non-voting convertible preferred stock 9,900 — — — ( 550,000 ) — 1 — 1 Issuance of common stock in connection with vesting of restricted stock units — — — — 20,000 — — — — Stock-based compensation — — — — — — 8,153 — 8,153 Net loss and other comprehensive loss — — — — — — — ( 87,966 ) ( 87,966 ) Balance as of December 31, 2022 117,970 $ — 6,204 $ — 13,776,788 $ 14 $ 287,034 $ ( 202,865 ) $ 84,183 Issuance of common stock and pre-funded warrants in connection with Securities Purchase Agreement, net of issuance costs — — — — 8,730,168 9 33,008 — 33,017 Issuance of common stock in connection with conversion of X non-voting convertible preferred stock — — ( 1,782 ) — 99,000 — — — — Issuance of common stock in connection with conversion of X 1 non-voting convertible preferred stock ( 7,884 ) — — — 437,977 — ( 1 ) — ( 1 ) Issuance of common stock in connection with exercise of pre-funded warrants — — — — 1,154,197 1 — — 1 Issuance of common stock in connection with vesting of restricted stock units — — — — 15,000 — — — — Stock-based compensation — — — — — — 6,545 — 6,545 Net loss and other comprehensive loss — — — — — — — ( 40,326 ) ( 40,326 ) Balance as of December 31, 2023 110,086 $ — 4,422 $ — 24,213,130 $ 24 $ 326,586 $ ( 243,191 ) $ 83,419 See accompanying notes to consolidated financial statements. F- 6 Table of Contents ELEDON PHARMACEUTICALS, INC. CONSOLIDATED S TATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2023 2022 Cash flows used in operating activities: Net loss $ ( 40,326 ) $ ( 87,966 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of operating lease asset 374 373 Accretion on investment discounts ( 1,203 ) — Goodwill impairment — 48,648 Stock-based compensation 6,545 8,153 Changes in operating assets and liabilities: Prepaid expenses and other assets ( 1,954 ) 654 Accounts payable, accrued expenses and other liabilities ( 2,600 ) 2,081 Operating lease liabilities ( 363 ) ( 367 ) Net cash used in operating activities ( 39,527 ) ( 28,424 ) Cash flows from investing activities: Purchase of available-for-sale short-term investments ( 78,287 ) — Proceeds from maturities of available-for-sale short-term investments 33,000 — Net cash used in investing activities ( 45,287 ) — Cash flows from financing activities: Proceeds from issuances of common stock and pre-funded warrants, net 33,017 — Net cash provided by financing activities 33,017 — Net change in cash and cash equivalents ( 51,797 ) ( 28,424 ) Cash and cash equivalents at beginning of year 56,409 84,833 Cash and cash equivalents at end of year $ 4,612 $ 56,409 Supplemental disclosure of non-cash investing and financing activities Non-cash activities: Common stock exchanged for X and X 1 non-voting convertible preferred stock $ 1 $ 1 Increase in operating lease asset and liability due to lease modification $ — $ 344 See accompanying notes to consolidated financial statements. F- 7 Table of Contents ELEDON PHARMACEUTICALS, INC. NOTES TO CONSOLID ATED FINANCIAL STATEMENTS Note 1. Description of Business Eledon Pharmaceuticals, Inc. is a clinical stage biotechnology company using its immunology expertise in targeting the CD40 Ligand (“CD40L” or “CD154”) pathway to develop therapies to protect transplanted organs and prevent rejection, and to treat amyotrophic lateral sclerosis (“ALS”). The Company’s lead compound in development is tegoprubart, an IgG1, anti-CD40L antibody with high affinity for the CD40 Ligand, a well-validated biological target that we believe has broad therapeutic potential. Unless otherwise indicated, references to the terms “Eledon,” “our,” “us,” “we,” or the “Company” refer to Eledon Pharmaceuticals, Inc. and its wholly owned subsidiaries, on a consolidated basis. On September 14, 2020 , Eledon acquired Anelixis Therapeutics, Inc. (“Anelixis”), a privately held clinical stage biotechnology company developing a next generation anti-CD40L antibody as a potential treatment for organ and cellular transplantation, autoimmune diseases, and neurodegenerative diseases. The Company maintains its corporate headquarters in Irvine, California and has research and development facilities in Burlington, Massachusetts. Note 2. Going Concern and Management’s Plans The accompanying consolidated financial statements have been prepared under the assumption the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. The Company had a net loss of $ 40.3 million for the year ended December 31, 2023 and an accumulated deficit of $ 243.2 million as of December 31, 2023, as a result of incurring losses since our inception. Due to continuing research and development activities, the Company expects to continue to incur net losses into the foreseeable future. The Company expects to continue to incur net losses into the foreseeable future in connection with its ongoing activities, particularly as the Company expands its clinical program with tegoprubart, continues the research and development of, and seeks marketing approval for, its product candidates. In addition, if the Company obtains marketing approval for any of its product candidates, the Company expects to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. The Company has financed operations primarily by net proceeds from the sale of preferred and common stock and warrants. On April 28, 2023, the Company entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain institutional and accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the “Private Placement”) shares of common stock and warrants in a series of three potential closings. On May 5, 2023, the initial closing occurred and the Company received $ 35.0 million, in exchange for 8,730,168 shares of common stock, pre-funded warrants to purchase 6,421,350 shares of common stock and additional common stock warrants to purchase 15,151,518 shares of common stock (or pre-funded warrants in lieu thereof). The Company may receive up to an additional $ 105.0 million in tranche financing in a second and a third closing, subject to achieving specified clinical development milestones and volume weighted average share price levels and trading volume conditions, and an additional $ 45.5 million assuming the exercise of all common stock warrants issued in the initial closing of the Private Placement. See Note 10. “Stockholders’ Equity” for further information regarding the Private Placement. Due to the contingent nature of the exercise of the common stock warrants and the second and third closings of the Private Placement, accounting principles generally accepted in the United States of America (“GAAP”) requires the Company to exclude them from its going concern analysis. If these events do not occur or the Company is unable to secure additional capital or is unable to do so on acceptable terms, it will be forced to significantly alter its business strategy, substantially curtail its current operations, or liquidate and cease operations altogether. As of December 31, 2023, the Company had cash and cash equivalents and short-term investments of approximately $ 51.1 million. Additionally, in view of the Company’s expectation to incur significant losses for the foreseeable future, the Company will be required to raise additional capital resources in order to fund its operations, although the availability of, and the Company’s access to, such resources is not assured. Accordingly, management believes that there is substantial doubt regarding the Company’s ability to continue operating as a going concern through at least the next twelve months from the date of this filing. F- 8 Table of Contents Note 3. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with GAAP. Eledon, a Delaware corporation, owns 100 % of the issued and outstanding common stock or other ownership interest in Anelixis Therapeutics, LLC, a Delaware limited liability company, and Otic Pharma, Ltd., a private limited company organized under the laws of the State of Israel (“Otic”). Otic owns 100 % of the issued and outstanding common stock or other ownership interest in its U.S. subsidiary, Otic Pharma, Inc. The functional currency of the Company’s foreign subsidiary is the U.S. Dollar; however, certain expenses, assets and liabilities are transacted at the local currency. These transactions are translated from the local currency into U.S. Dollars at exchange rates during or at the end of the reporting period. The activities of the Company’s foreign subsidiary are not significant to the consolidated financial statements. All significant intercompany accounts and transactions among the entities have been eliminated in consolidation. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make informed estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s consolidated financial statements relate to stock-based compensation, accruals for liabilities, impairment of long-lived assets, and other matters that affect the consolidated financial statements and related disclosures. Actual results could differ materially from those estimates under different assumptions or conditions and the differences may be material to the consolidated financial statements. Concentration of Credit Risk Financial instruments which potentially subject the Company to significant concentration of credit risk consists of cash, cash equivalents and short-term investments. The Company maintains deposits in federally insured institutions in excess of federally insured limits and invests in short-term investments with the primary objective of seeking to preserve principal, achieve liquidity requirements and safeguard invested funds. We believe that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which those deposits are held and the nature, including the credit ratings, of our cash equivalents and short-term investments, but we have not eliminated all credit risk. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts, money market funds, U.S. government securities and U.S. government agency securities. Cash and cash equivalents are valued at cost, which approximates their fair value due to the short-term maturities of these investments. Risks and Uncertainties As of December 31, 2023 and 2022, all of the Company’s long-lived assets were located in the United States. The Company’s products will require approval from the U.S. Food and Drug Administration (“FDA”) and foreign regulatory agencies before commercial sales can commence. There can be no assurance that its products will receive any of these required approvals. The denial or delay of such approvals may impact the Company’s business in the future. In addition, after the approval by the FDA, there is still an ongoing risk of adverse events that did not appear during the product approval process. The Company is subject to risks common to companies in the pharmaceutical industry, including, but not limited to, new technological innovations, clinical development risk, establishment of appropriate commercial partnerships, protection of proprietary technology, compliance with government and environmental regulations, uncertainty of market acceptance of products, product liability, the volatility of its stock price and the need to obtain additional financing. The Company's facilities and equipment, including those of the Company's suppliers and vendors, may be affected by natural or man-made disasters. The Company's administrative office is based in Irvine, California and the Company manages F- 9 Table of Contents all its research and development activities through third parties that are located throughout the world. The Company has taken precautions to safeguard its facilities, equipment and systems, including insurance, health and safety protocols, and off-site storage of computer data. However, the Company's facilities and systems, as well as those of its third-party suppliers and vendors, may be vulnerable to earthquakes, fire, storm, public health or similar emergencies, power loss, telecommunications failures, physical and software break-ins, software viruses and similar events which could cause substantial delays in its operations, damage or destroy its equipment or inventory, and cause the Company to incur additional expenses and delay research and development activities. In addition, the insurance coverage the Company maintains may not be adequate to cover its losses in any circumstance and may not continue to be available to use on acceptable terms, or at all. Reportable Segments Operating segments under GAAP are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The CODM is the Company’s Chief Executive Officer and the Company has determined that it operates in one business segment, which is the development of products for therapeutic medicines selectively targeting critical pathways associated with the underlying molecular pathogenesis for patients with severe inflammation and autoimmune diseases. Goodwill Goodwill represents the difference between the consideration transferred and the fair value of the net assets acquired under the acquisition method of accounting. Goodwill is not amortized but is evaluated for impairment as of December 31 of each year or if indicators of impairment exist that would, more likely than not, reduce the fair value from its carrying amount. The Company performs its goodwill impairment analysis at the reporting unit level, which aligns with the Company’s reporting structure and availability of discrete financial information. The Company performs its annual impairment analysis by either comparing the reporting unit’s estimated fair value to its carrying amount or doing a qualitative assessment of a reporting unit’s fair value from the last quantitative assessment to determine if there is potential impairment. The Company may do a qualitative assessment when the results of the previous quantitative test indicated the reporting unit’s estimated fair value was significantly in excess of the carrying value of its net assets and it does not believe there have been significant changes in the reporting unit’s operations that would significantly decrease its estimated fair value or significantly increase its net assets. If a quantitative assessment is performed, the evaluation includes management estimates of cash flow projections based on internal future projections and/or use of a market approach by looking at market values of comparable companies. Key assumptions for these projections include revenue growth, future gross and operating margin growth, and its weighted cost of capital and terminal growth rates. The revenue and margin growth is based on increased sales of new products as the Company maintains investments in research and development. Additional assumed value creators may include increased efficiencies from capital spending. The resulting cash flows are discounted using a weighted average cost of capital. Operating mechanisms and requirements to ensure that growth and efficiency assumptions will ultimately be realized are also considered in the evaluation, including timing and probability of regulatory approvals for Company products to be commercialized. The Company’s market capitalization is also considered as a part of its analysis. The Company’s annual evaluation for impairment of goodwill consists of one reporting unit. In accordance with the Company’s policy, the Company completed its annual evaluation for impairment using the quantitative assessment, utilizing the market approach and due to declining market conditions, determined that the fair value of the reporting unit was below its carrying value. As a result, the Company recognized $ 48.6 million of goodwill impairment, reducing the goodwill balance to zero for the year ended December 31, 2022, and accordingly, no goodwill impairment was recorded for the year ended December 31, 2023. Long-Lived Assets Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Additions, major renewals and improvements are capitalized and repair and maintenance costs are charged to expense as incurred. Leasehold improvements are amortized over the remaining life of the initial lease term or the estimated useful lives of the assets, whichever is shorter. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than its carrying amount. An impairment loss is measured as the amount F- 10 Table of Contents by which the carrying amount of an asset exceeds its fair value. Significant management judgment is required in the forecast of future operating results that are used in the preparation of expected cash flows. No impairments of long-lived assets have been identified during the years presented. In-Process Research and Development The fair values of in-process research and development (“IPR&D”) projects acquired in a business combination that are not complete are capitalized and accounted for as indefinite-lived intangible assets until completion or abandonment of the related research and development (“R&D”) efforts. Upon successful completion of the project, the capitalized amount is amortized over its estimated useful life. If a project is abandoned, all remaining capitalized amounts are written off immediately. Major risks and uncertainties are often associated with IPR&D projects because we are required to obtain regulatory approvals before marketing the resulting products. Such approvals require completing clinical trials that demonstrate a product candidate is safe and effective. Consequently, the eventual realized value of the acquired IPR&D project may vary from its fair value at the date of acquisition, and IPR&D impairment charges may occur in future periods. Capitalized IPR&D projects are tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We consider various factors for potential impairment, including the current legal and regulatory environment and the competitive landscape. Adverse clinical trial results, significant delays in obtaining marketing approval, the inability to bring a product to market and the introduction or advancement of competitors’ products could result in partial or full impairment of the related intangible assets. Research and Development Expenses Research and development expenses include personnel and facility-related expenses, outside contracted services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services and non-cash stock-based compensation. Research and development costs are expensed as incurred. Amounts due under contracts with third parties may be either fixed fee or fee for service, and may include upfront payments, monthly payments and payments upon the completion of milestones or receipt of deliverables. Non-refundable advance payments under agreements are capitalized and expensed as the related goods are delivered or services are performed. The Company’s contracts with third parties to perform various clinical trial activities in the on-going development of potential products. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows to its vendors. Payments under the contracts depend on factors such as the achievement of certain events, successful enrollment of patients, and completion of portions of the clinical trial or similar conditions. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. These contracts may be terminated by the Company upon written notice and the Company is generally only liable for actual effort expended by the organizations to the date of termination, although in certain instances the Company may be further responsible for termination fees and penalties. The Company estimates its research and development expenses and the related accrual as of each balance sheet date based on the facts and circumstances known to the Company at that time. There have been no material adjustments to the Company’s prior period accrued estimates for clinical trial activities through December 31, 2023 . Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, incentive stock options, restricted stock units and warrants are considered to be potentially dilutive securities and are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share was the same for the periods presented due to the Company’s net loss position. Basic weighted average shares outstanding for the years ended December 31, 2023 and 2022 include 5,776,270 and 509,117 , respectively, shares underlying pre-funded warrants to purchase common shares. As the shares underlying these pre-funded warrants can be issued for little F- 11 Table of Contents consideration (an exercise price per share equal to $ 0.001 per share), these shares are deemed to be issued for purposes of basic earnings per share. Year Ended December 31, 2023 2022 (In thousands, except share and per share data) Net loss $ ( 40,326 ) $ ( 87,966 ) Net loss per share, basic and diluted $ ( 1.64 ) $ ( 6.16 ) Weighted-average number of common shares 24,619,197 14,285,254 The computation of diluted earnings per share excludes incentive stock options, restricted stock units, and warrants that are anti-dilutive. The following table provides a summary as of December 31, 2023 and 2022 common share equivalents that were excluded because their inclusion would have been anti-dilutive. Year Ended December 31, 2023 2022 Stock options outstanding and other equity awards 14,909,155 5,012,035 Common and preferred warrants outstanding 18,577,332 3,127,121 Total 33,486,487 8,139,156 Stock-Based Compensation The Company recognizes compensation expense for all stock-based awards based on the grant-date estimated fair value. The fair value of stock options is determined using the Black-Scholes option pricing model, using assumptions which are subjective and require significant judgment and estimation by management. The risk-free rate assumption was based on observed yields from governmental zero-coupon bonds with an equivalent term. The expected volatility assumption was based on historical volatilities of a group of comparable industry companies whose share prices are publicly available. The peer group was developed based on companies in the pharmaceutical industry. The expected term of stock options represents the weighted-average period that the stock options are expected to be outstanding. Because the Company does not have historical exercise behavior, the Company determined the expected life assumption using the simplified method for stock options granted to employees, which is an average of the options ordinary vesting period and the contractual term. The expected dividend assumption was based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not expect to pay dividends at any time in the foreseeable future. The Company recognizes forfeitures on an actual basis and as such did not estimate forfeitures to calculate stock-based compensation. Restricted Stock Units (“RSUs”) are measured and recognized based on the quoted market price of our common stock on the date of grant. Income Taxes Significant judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities and the valuation allowance recorded against net deferred tax assets. We assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. The evaluation of the need for a valuation allowance is performed on a jurisdiction-by-jurisdiction basis and includes a review of all available positive and negative evidence. Factors reviewed include projections of pre-tax book income for the foreseeable future, determination of cumulative pre-tax book income after permanent differences, earnings history, and reliability of forecasting. We have provided a valuation allowance on our deferred tax assets as of December 31, 2023 and 2022 because we believe it is more likely than not that a majority of our deferred tax assets will not be realized as of this date. The Company evaluates the accounting for uncertainty in income tax recognized in its consolidated financial statements and determines whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit is recorded in its consolidated financial statements. For those tax F- 12 Table of Contents positions where it is “not more likely than not” that a tax benefit will be sustained, no tax benefit is recognized. Where applicable, associated interest and penalties are also recorded. The Company has not accrued any liabilities for any such uncertain tax positions as of December 31, 2023 and 2022. The Company is subject to U.S. federal and state tax authority examinations for all the years since inception due to net operating loss and tax credit carryforwards. The net operating losses and tax credits are subject to adjustment until the statute closes on the year the attributes are ultimately utilized. The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 % likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential revisions and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known. For additional information, see Note 9. Income Taxes. Recent Accounting Pronouncements Issued But Not Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU No. 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280, on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024, with early adoptions permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial position, results of operations or cash flows. Note 4. Short-Term Investments The objectives of the Company’s investment policy are to preserve principal, meet the Company's liquidity requirements and safeguard invested funds. Short-term investments consist of U.S. government securities and U.S. government agency securities. The Company has classified these investments as available-for-sale securities, as the sale of such investments may be required prior to maturity to implement management strategies, and therefore has classified all investments with maturity dates beyond three months at the date of purchase as current assets in the accompanying unaudited condensed consolidated balance sheets. Any premium or discount arising at purchase is amortized and/or accreted to interest income as an adjustment to yield using the straight-line method over the life of the instrument. The amortized cost of available-for-sale securities is adjusted for amortization of premiums and accretion of discounts to maturity. Investments are F- 13 Table of Contents reported at their estimated fair value. Unrealized gains and losses are included in accumulated other comprehensive loss as a component of stockholders' equity until realized. The following is a summary of short-term investments, which were classified as available-for-sale securities as of December 31, 2023: December 31, 2023 Amortized Cost Fair Value U.S. government securities $ 33,213 $ 33,213 U.S. government agency securities 13,277 13,277 Total short-term investments $ 46,490 $ 46,490 All of the Company's available-for-sale securities have a stated maturity of less than one year. The Company did no t hold any short-term investments as of December 31, 2022 . Note 5. Fair Value Measurements Financial assets and liabilities are recorded at fair value. The Company classifies fair value measurements using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1—Quoted market prices (unadjusted) in active markets for identical assets and liabilities. • Level 2—Observable inputs other than quoted market prices included in Level 1, such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. These fair values are obtained from independent pricing services which utilize Level 1 and Level 2 inputs. The following table summarizes the Company's financial instruments measured at fair value on a recurring basis as of December 31, 2023 and 2022. Included within cash and cash equivalents on the consolidated balance sheets, but excluded from the fair value hierarchy table, are cash deposits held at financial institutions. December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 4,246 $ — $ — $ 4,246 Total cash equivalents 4,246 — — 4,246 Short-term investments: U.S. government securities — 33,213 — 33,213 U.S. government agency securities — 13,277 — 13,277 Total short-term investments — 46,490 — 46,490 Total financial assets $ 4,246 $ 46,490 $ — $ 50,736 F- 14 Table of Contents December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 9,296 $ — $ — $ 9,296 Total cash equivalents 9,296 — — 9,296 Total financial assets $ 9,296 $ — $ — $ 9,296 Note 6. Prepaid Expenses, Other Assets, Accrued Expenses and Other Liabilities Prepaid expenses and other current assets consisted of the following as of December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Prepaid insurance $ 624 $ 823 Prepaid clinical 4,128 2,115 Prepaid other 185 143 Other current assets 90 28 Total prepaid expenses and other current assets $ 5,027 $ 3,109 Accrued expenses and other liabilities consisted of the following as of December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Accrued compensation and related expenses $ 2,003 $ 1,909 Accrued clinical 451 1,826 Accrued professional services 47 65 Accrued other 44 112 Total accrued expenses and other liabilities $ 2,545 $ 3,912 Note 7. Goodwill In 2022, the Company determined that the sustained decrease in our market capitalization constituted an indicator of impairment and as a result, a quantitative goodwill impairment test, utilizing the market approach, determined that the fair value of the reporting unit was below its carrying value and the goodwill was fully impaired. The Company recorded an impairment of $ 48.6 million for the year ended December 31, 2022 for the full write-down of the goodwill recorded as part of the acquisition of Anelixis. No impairment was recorded for the year ended December 31, 2023. Total Balance as of December 31, 2021 $ 48,648 Impairments ( 48,648 ) Balance as of December 31, 2022 $ — Impairments — Balance as of December 31, 2023 $ — F- 15 Table of Contents Note 8. Commitments and Contingencies Operating Leases The Company leases office space under various operating leases. Total rent expense for all operating leases in the consolidated statements of operations and comprehensive loss was approximately $ 0.4 million for each of the years ended December 31, 2023 and 2022. The Company has an operating lease for 5,197 square feet of office space in Irvine, California, that expires on December 31, 2024 , as amended. On November 4, 2021, the Company entered into an operating lease for 6,138 square feet of office space in Burlington, Massachusetts, that expires on November 20, 2024 . The Company determines if a contract contains a lease at inception. Our office leases have remaining terms of approximately 12 months and do not include options to extend the leases for additional periods. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities as adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. As we have no outstanding debt nor committed credit facilities, secured or otherwise, we estimate this rate based on prevailing financial market conditions, comparable company and credit analysis, and management’s judgment. Our leases contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. While we do not currently have any lease agreement with lease and non-lease components, we elected to account for lease and non-lease components as separate components. We have elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded on the consolidated balance sheet. The components of lease expense were as follows (in thousands): Year Ended December 31, 2023 2022 Operating lease cost (a) $ 400 $ 403 (a) Includes variable operating lease expenses, which are immaterial. Other information related to leases was as follows (in thousands, except lease term and discount rate): Year Ended December 31, 2023 2022 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 378 $ 387 Operating lease asset obtained in exchange for lease liability: Operating lease $ — $ 344 Remaining lease term Operating lease 0.95 years 1.95 years Discount rate Operating lease 2.49 % 2.49 % F- 16 Table of Contents Future payments under noncancelable operating leases having initial or remaining terms of one year or more are as follows for the succeeding fiscal year and thereafter (in thousands): Year Ended December 31, 2023 2024 388 Total minimum lease payments 388 Less imputed interest ( 5 ) Present value of lease liabilities 383 Less current portion of operating lease liability ( 383 ) Non-current operating lease liability $ — Grants and Licenses ALS Therapy Development Foundation, Inc. License Agreement In May 2015, Anelixis executed a License Agreement (the “Agreement”), which is an exclusive patent rights agreement with ALS Therapy Development Foundation, Inc. (“ALS TDI”) for certain patents and “know-how” of ALS TDI. This agreement continues until the licensee terminates the agreement with ninety days written notice. The Agreement requires license fees payable to ALS TDI, subject to the achievement of certain milestones and other conditions. The first and second milestones of the Agreement are the dosing of the first subjects in a first toxicity study in non-human primates and the dosing of the first patient in a Phase I Clinical Trial, respectively. Both of these milestones were achieved as of December 31, 2018 and 2017. The fee due for the achievement of these milestones was $ 1.0 million each. During 2018 and 2017, Anelixis issued $ 1.0 million worth of its common stock in lieu of making a cash payment. There were no milestones achieved during 2023 or 2022. The Agreement was amended and restated in February 2020, and a first amendment to the restated license agreement was executed in September 2020. As amended in September 2020, the remaining milestone payments for a first licensed product total $ 6.0 million. In the event that the Company develops a second licensed product, the Company is obligated to pay up to $ 2.5 million in additional milestone payments. In addition to the milestone payments, the Company is required to pay ALS TDI an amended annual license maintenance fee of $ 0.1 million beginning on the earlier of January 1, 2022, the Company’s first sublicense, or change in control, as defined in the Agreement. The Company made a $ 0.1 million annual license maintenance fee in each of 2023 and 2022. Furthermore, the Company shall pay ALS TDI fees based on reaching certain levels of annual net sales of any product produced with the patent rights. A royalty in the low single digits will be due on aggregate net sales. Upon the first calendar year of reaching $ 500.0 million in aggregate net sales, the Company shall pay ALS TDI a one-time milestone payment of $ 15.0 million. Upon the first calendar year of reaching $ 1.0 billion in aggregate net sales, the Company is obligated to pay ALS TDI a one-time milestone payment of $ 30.0 million. Lonza Sales AG Inc. License Agreement In September 2018, Anelixis executed a License Agreement (the “Lonza Agreement”), which is a manufacturing know-how rights agreement with Lonza Sales AG Inc. (“Lonza”) for the use of certain processes and know-how related to the manufacture of tegoprubart. The Lonza Agreement continues until the later of the last Valid Claim (as defined therein) or ten years from the First Commercial Sale of tegoprubart, as defined and subject to the conditions therein. A royalty in the low single digits will be due on aggregate net sales of tegoprubart that is manufactured by Lonza or any other third-party or licensee. F- 17 Table of Contents eGenesis, Inc. Collaboration Agreement In September 2022, and subsequently amended in January 2023, Eledon executed a non-exclusive collaborative research agreement with eGenesis, Inc. (the “eGenesis Agreement”), under which eGenesis will gain access to tegoprubart for eGenesis’ ongoing preclinical research and development xenotransplant studies of human-compatible organs and cells for the treatment of organ failure. eGenesis will pay Eledon for supplies of tegoprubart based on the number of study days per animal needed for the eGenesis preclinical xenotransplant studies. The eGenesis agreement continues until September 2025, unless terminated earlier by either party. Legal Matters The Company and its subsidiaries are not a party to or the subject of any claim or lawsuit that individually or in the aggregate is anticipated to have a material effect on the Company’s results of operations, financial condition or cash flows. Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves future claims that may be made against the Company but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future because of these indemnification obligations. No amounts associated with such indemnifications have been recorded to date. Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. There have been no contingent liabilities requiring accrual at December 31, 2023 and 2022 . Note 9. Income Taxes Loss before income taxes are as follows (in thousands): Year Ended December 31, 2023 2022 Losses before income taxes: U.S. $ ( 40,525 ) $ ( 88,159 ) Non-U.S. 199 193 Total $ ( 40,326 ) $ ( 87,966 ) The provision (benefit) for income taxes are as follows (in thousands): Year Ended December 31, 2023 2022 Current: Federal $ — $ — State — — Foreign — — — — Deferred: Federal — — State — — Foreign — — — — Provision (benefit) for income taxes $ — $ — F- 18 Table of Contents The Company is subject to income taxes under U.S. tax laws. The Company is subject to an Israeli corporate tax rate of 23 % in 2020 and thereafter. The Company was subject to a blended U.S. tax rate (federal as well as state corporate tax) of 21 % in 2023 and 2022. Significant judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities and the valuation allowance recorded against net deferred tax assets. Deferred tax assets and liabilities are determined using the enacted tax rates in effect for the years in which those tax assets are expected to be realized. A valuation allowance is established when it is more likely than not the future realization of all or some of the deferred tax assets will not be achieved. The evaluation of the need for a valuation allowance is performed on a jurisdiction-by-jurisdiction basis, and includes a review of all available positive and negative evidence. Factors reviewed include projections of pre-tax book income for the foreseeable future, determination of cumulative pre-tax book income after permanent differences, earnings history, and reliability of forecasting. Based on its review, the Company concluded that it was more likely than not that they would not realize the benefit of a portion of its deferred tax assets in the future. This conclusion was based on historical and projected operating performance, as well as the Company’s expectation that its operations will not generate sufficient taxable income in future periods to realize the tax benefits associated with the deferred tax assets within the statutory carryover periods. Therefore, the Company has a valuation allowance on its deferred tax assets as of December 31, 2023. The Company will continue to assess the need for a valuation allowance on its deferred tax assets by evaluating both positive and negative evidence that may exist. Any adjustment to the net deferred tax asset valuation allowance would be recorded in the statement of operations for the period that the adjustment is determined to be required. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands): Year Ended December 31, 2023 2022 Statutory federal income tax rate $ ( 8,468 ) $ ( 18,473 ) State income taxes, net of federal tax benefits ( 1,097 ) ( 2,678 ) Tax credits ( 972 ) ( 1,046 ) Stock-based compensation 728 986 Permanent items 9 3 State rate differential 32 274 NOL true-up 2 ( 337 ) Other 566 114 Goodwill impairment — 11,697 Change in valuation allowance 9,200 9,460 Total provision for income taxes $ — $ — F- 19 Table of Contents Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 consisted of the following (in thousands): Year Ended December 31, 2023 2022 Net operating loss carryforwards $ 18,089 $ 15,230 Research and development tax credits 3,202 2,294 Accruals and reserves 475 452 Research expenditures 10,567 5,264 Stock-based compensation 3,085 2,874 Depreciation and amortization 1,319 1,595 Lease liability 91 179 Total deferred tax assets 36,828 27,888 Right-of-use asset ( 87 ) ( 178 ) Acquired IPR&D ( 7,682 ) ( 7,787 ) Total deferred tax liabilities ( 7,769 ) ( 7,965 ) Less: valuation allowance ( 30,811 ) ( 21,675 ) Net deferred tax liabilities $ ( 1,752 ) $ ( 1,752 ) The following table reconciles the beginning and ending amounts of unrecognized tax benefits for the years presented (in thousands): Year Ended December 31, 2023 2022 Gross unrecognized tax benefits at the beginning of the year $ 2,664 $ 1,469 Additions from tax positions taken in the current year 972 914 Additions from tax positions taken in prior years — 281 Gross unrecognized tax benefits at the end of the year $ 3,636 $ 2,664 The deferred income tax assets have been offset by a valuation allowance, as realization is dependent on future earnings, if any, the timing and amount of which are uncertain. The net valuation allowance increased by $ 9.1 million from December 31, 2022 to December 31, 2023. The net valuation allowance increased by $ 9.4 million from December 31, 2021 to December 31, 2022. The Company’s accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of its net deferred tax assets. The Company primarily considered such factors as its history of operating losses, the nature of the Company’s deferred tax assets, and the timing, likelihood, and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible. At present, the Company does not believe that it is more likely than not that the deferred tax assets will be realized; accordingly, a valuation allowance has been established. As of December 31, 2023 and 2022 , the Company had federal net operating loss carryforwards of approximately $ 68.9 million and $ 56.8 million, respectively, available to reduce future taxable income. As of December 31, 2023 and 2022 , the Company also has state net operating loss carryforwards of $ 30.1 million and $ 25.0 million, respectively. Both the federal and state net operating loss carryforwards incurred before 2018 begin expiring in 2035 , if not utilized. The federal net operating losses incurred since 2018 of $ 68.0 million do not expire. The state net operating losses begin to expire in 2035 . As of December 31, 2023 and 2022 , the Company had Israeli net operating losses of $ 7.9 million, which carryforward indefinitely. As of December 31, 2023 and 2022 , the Company had federal research and development tax credit carryforwards of approximately $ 4.0 million and $ 2.4 million, respectively. If not utilized, the carryforwards will begin expiring in 2036 . As of December 31, 2023 and 2022 , the Company has state research and development credit carryforwards or approximately $ 1.5 million and $ 1.2 million, respectively, which will begin expiring in 2030 if not utilized . Pursuant to Internal Revenue Code (“IRC) Sections 382 and 383, annual use of the Company’s net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than F- 20 Table of Contents 50 % occurs within a three-year period. The Company has not completed an IRC Section 382/383 analysis regarding the limitation of net operating loss and research and development credit carryforwards. Due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact the Company’s effective tax rate. The Company’s ability to use its remaining net operating loss and tax credit carryforwards may be further limited if the Company experiences a Section 382 ownership change in connection with future changes in our stock ownership. In the United States, the Company files income tax returns in the U.S. Federal jurisdiction, California and Massachusetts. The Company’s tax years for 2018 and forward are subject to examination by the Federal and California tax authorities due to the carryforward of unutilized net operating losses and research and development credits. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. There was no accrued interest and penalties associated with uncertain tax positions as of December 31, 2023 and 2022 . The Company has no t recorded any interest or penalties in 2023 or 2022 . Note 10. Stockholders’ Equity Preferred Stock The Company has 5,000,000 authorized shares of preferred stock with a par value of $ 0.001 per share: • Series X 1 non-voting convertible preferred stock, 515,000 shares designated; 110,086 shares and 117,970 shares issued and outstand ing at December 31, 2023 and 2022, respectively; and • Series X non-voting convertible preferred stock, 10,000 shares designated; 4,422 shares and 6,204 shares issued and outstanding at December 31, 2023 and 2022, respectively. Each share of the Series X 1 or X non-voting convertible preferred stock (the “Preferred Stock”) is convertible into 55.5556 shares of common stock, at the option of the holder at any time, subject to certain limitations, including, that the holder will be prohibited from converting the Preferred Stock into common stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own a number of shares of common stock above a conversion blocker, which is initially set at 9.99 % or 9.9 % of the total common stock then issued and outstanding immediately following the conversion of such shares of Series X Preferred Stock or Series X 1 Preferred Stock, respectively. The holder of the Preferred Stock is entitled to receive dividends on shares of the Preferred Stock equal (on an as-if-converted-to-common-stock basis and without regard to any beneficial ownership limitations) to and in the same form as dividends actually paid on shares of the common stock. No other dividends will be paid on shares of the Preferred Stock. In the event of any liquidation, dissolution or winding up, the holder of the Preferred Stock will be entitled to receive out of the assets, whether capital or surplus, the same amount that a holder of common stock would receive if the Preferred Stock were fully converted to common stock, which amounts shall be paid pari passu with all holders of common stock. Shares of the Preferred Stock will generally have no voting rights, except as required by law and except that the consent of a majority of the holders of either series of outstanding Preferred Stock will be required to amend the terms of the such series. 2021 Equity Distribution Agreement On March 31, 2021, the Company filed a registration statement on Form S-3 containing a prospectus and prospectus supplement (the "Prospectus") under which the Company may offer and sell up to $ 75.0 million in shares of its common stock, from time to time, pursuant to an open market sale agreement with Jefferies LLC and by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933 (the “ATM Program”). Pursuant to the “baby shelf rules” promulgated by the SEC, if the Company’s public float is less than $ 75.0 million as of specified measurement periods, the number of shares of common stock that may be offered and sold by the Company under a Form S-3 registration statement, including pursuant to the ATM Program, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of the Company’s public float. As of December 31, 2023 , due to the SEC’s “baby shelf rules,” the Company was permitted to sell up to $ 12.3 million of shares of common stock pursuant to the ATM Program. The Company will remain subject to the “baby shelf rules” under the Form S-3 registration statement until such time as its public float exceeds $ 75.0 million. During the years ended December 31, 2023 and 2022 , no shares were sold F- 21 Table of Contents under the Prospectus. This Form S-3 registration statement pursuant to which the ATM Program is registered will expire in May 2024, and no shares of common stock may be sold under the ATM Program after that date. 2021 Warrant Exchange Agreement On September 21, 2021, the Company issued warrants exercisable for 298,692 shares of common stock in exchange for warrants exercisable for 5,376.456 shares of Series X 1 Non-Voting Convertible Preferred Stock previously issued as part of the Anelixis merger. These Series X 1 Non-Voting Convertible Preferred Stock warrants were replaced by Eledon for the outstanding warrants issued by Anelixis that were not settled upon completion of the merger. 2022 Exchange Agreement On January 11, 2022, the Company entered into an exchange agreement (the “Series X 1 Exchange Agreement”) with Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., MSI BVF SPV, L.L.C. (collectively, the “BVF Exchanging Stockholders”), pursuant to which the Series X 1 Exchanging Stockholders exchanged (the “Series X 1 Exchange”) 550,000 shares of the Company’s common stock for 9,899.99 shares of Series X 1 Non-Voting Convertible Preferred Stock. 2023 Securities Purchase Agreement On April 28, 2023, the Company entered into the Securities Purchase Agreement with Purchasers, pursuant to which the Company agreed to issue and sell to the Purchasers in the Private Placement (i) in an initial closing, (a) an aggregate of 15,151,518 shares (the “Shares”) of the Company’s common stock, $ 0.001 par value per share, or pre-funded warrants in lieu thereof (the “Pre-Funded Warrants”), and (b) common stock warrants exercisable into an aggregate of 15,151,518 shares of common stock (or Pre-Funded Warrants in lieu thereof) (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”); (ii) in a second closing, upon the satisfaction of specified conditions set forth in the Securities Purchase Agreement, an aggregate of 20,202,024 shares of common stock (or Pre-Funded Warrants); and (iii) in a third closing, upon the satisfaction of specified conditions set forth in the Securities Purchase Agreement, an aggregate of 25,252,530 shares of common stock (or Pre-Funded Warrants), in each case subject to customary adjustments as provided in the Securities Purchase Agreement, Pre-Funded Warrant or Common Warrant, as applicable. Each Common Warrant has an exercise price of $ 3.00 per share and expires five years after issuance. The Pre-Funded Warrants are exercisable immediately and until exercised in full, with an exercise price of $ 0.001 per share . The Shares, the Warrants, and the shares of common stock issuable upon the exercise of the Warrants, have not been registered under the Securities Act of 1933, as amended, and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder. On May 5, 2023, the initial closing occurred and the Company received $ 35.0 million, or net proceeds of approximately $ 33.0 million after deducting offering costs, in exchange for 8,730,168 shares of common stock and Pre-Funded Warrants to purchase 6,421,350 shares of common stock. The Company may receive an additional $ 105.0 million upon sale of the shares to be issued in the second and third closings, subject to achieving specified clinical development milestones and volume weighted average share price levels and trading volume conditions, and an additional $ 45.5 million assuming the exercise of all Common Warrants issued in the initial closing of the Private Placement. In connection with the Private Placement, the Company filed on May 18, 2023, a registration statement on Form S-3 (“Registration Statement”) with the SEC to register for resale the Shares and the shares of common stock issuable upon the exercise of the Warrants. The Registration Statement became effective on June 2, 2023. 2023 Conversion Agreement of Non-Voting Convertible Preferred Stock On May 16, 2023, Cormorant Global Healthcare Master Fund LP provided notice to convert (i) 1,782 shares of Series X Non-Voting Convertible Preferred Stock for 99,000 shares of common stock in accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Series X Non-Voting Convertible Preferred Stock, and (ii) 7,883.586 shares of Series X 1 Non-Voting Convertible Preferred Stock for 437,977 shares of common stock in accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Series X 1 Non-Voting Convertible Preferred Stock. The conversion was completed on May 23, 2023. F- 22 Table of Contents 2023 Exercise of Pre-Funded Warrants On July 10, 2023, Armistice Capital Master Fund Ltd. (the “Exercising Stockholder”), exercised Pre-Funded Warrants to purchase 501,197 shares of common stock at an exercise price of $ 0.001 per share, which were issued in conjunction with the Securities Purchase Agreement. On July 14, 2023, the Company issued 501,197 shares of common stock to the Exercising Stockholder in accordance with such exercise. On November 2, 2023, Armistice Capital Master Fund Ltd. (the “Exercising Stockholder”), exercised Pre-Funded Warrants to purchase 653,000 shares of common stock at an exercise price of $ 0.001 per share, which were issued in conjunction with the Securities Purchase Agreement. On November 6, 2023, the Company issued 653,000 shares of common stock to the Exercising Stockholder in accordance with such exercise. Common Stock Warrants As of December 31, 2023 , 21,564,302 warrants were exercisable into common stock (after rounding for fractional shares and subject to beneficial ownership conversion blockers). The following table shows the warrants to purchase common stock activity: Roll Forward of Warrant Activity Private placement warrants Pre-funded warrants Warrants exchanged for Series X 1 preferred stock Total Balance as of December 31, 2022 337,822 509,117 298,692 1,145,631 Issued 15,151,518 6,421,350 — 21,572,868 Exercised — ( 1,154,197 ) — ( 1,154,197 ) Cancelled/Expired — — — — Balance as of December 31, 2023 15,489,340 5,776,270 298,692 21,564,302 Preferred Stock Warrants As of December 31, 2023 , there were 50,207.419 warrants exercisable into Series X 1 Preferred Stock which are convertible into 2,789,301 shares of common stock (after rounding for fractional shares and subject to beneficial ownership conversion blockers). Roll Forward of Series X 1 Convertible Preferred Warrant Activity Total Balance as of December 31, 2022 50,207.419 Assumed and replaced — Exercised — Cancelled/Expired — Balance as of December 31, 2023 50,207.419 Note 11. Stock-Based Compensation Stock Option Plans On June 21, 2023, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2020 Long Term Incentive Plan (the “2020 Plan”). The 2020 Plan, as amended, (i) reflects an increase in the limit on the aggregate number of shares of the Company’s common stock that may be delivered pursuant to all awards granted under the 2020 Incentive Plan by an additional 9,600,000 shares so that the new aggregate share limit under the 2020 Plan is 14,460,000 shares, and (ii) extends the date through which the Company may grant new awards under the 2020 Plan from November 15, 2030 to April 26, 2033. In 2023, the Company issued stock option awards to its employees with both time-based and performance-based vesting requirements totaling 7,381,857 stock options, with 1,476,372 of the granted stock options subject to the Company’s F- 23 Table of Contents customary time-based vesting schedule. The remaining 5,905,485 stock options granted are subje ct to both customary time-based vesting requirements and performance-based vesting requirements that are based on the same clinical development milestones applicable to the second and third closings of the Private Placement as specified in the Securities Purchase Agreement. Further, for the performance-based stock options granted to senior management, upon such second and third closing, a full or prorated amount of each closing shall vest based on the percentage of funding received relative to the total funding opportunity represented by the purchasers' second and third closing subscription amounts. No specified clinical development milestones were achieved during the year ended December 31, 2023. The 2014 Plan was closed to new grants following the approval of the 2020 Plan, and therefore, there were no shares reserved for issuance under the 2014 Plan as of December 31, 2023 . The number of shares reserved for issuance under the 2020 Plan and ESPP was 3,093,742 and 24,077 shares, respectively, as of December 31, 2023. The following table summarizes all option activity under the 2007 Plan, 2014 Plan, 2020 Plan and inducement grants: Shares Issuable Under Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (In years) Outstanding as of January 1, 2022 4,213,977 $ 10.33 8.4 $ — Granted 1,267,700 3.81 — — Forfeited / Canceled ( 263,644 ) 12.12 — — Outstanding as of December 31, 2022 5,218,033 $ 8.69 8.1 $ — Granted 11,026,451 2.10 — — Forfeited / Canceled ( 862,631 ) 8.07 — — Outstanding as of December 31, 2023 15,381,853 $ 4.21 8.9 $ 235 Options vested and expected to vest as of December 31, 2023 9,476,369 $ 5.40 8.2 $ 235 Options exercisable as of December 31, 2023 4,065,023 $ 8.54 7.0 $ — Intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that had exercise prices that were lower than the fair value per share of the common stock on the date of exercise. There was no aggregate intrinsic value of options exercised during the year ended December 31, 2023. The Company estimates the fair value of stock option awards on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2023 2022 Expected stock price volatility 90.5 % 83.9 % Risk-free interest rate 3.7 % 2.0 % Expected life of options 6.08 years 6.27 years Estimated dividend yield 0 % 0 % The per share weighted average grant date fair value of stock options granted during the years ended December 31, 2023 and 2022 wa s $ 1.60 and $ 2.76 , r espectively. F- 24 Table of Contents Restricted Stock Units The following table shows the RSU activity, as follows: Shares Issuable Under RSUs Weighted Average Grant Date Fair Value (In years) Outstanding as of January 1, 2022 20,000 $ 5.07 Granted 15,000 2.47 RSUs Vested ( 20,000 ) 5.07 Forfeited / Canceled — — Outstanding as of December 31, 2022 15,000 $ 2.47 Granted — — RSUs Vested ( 15,000 ) 2.47 Forfeited / Canceled — — Outstanding as of December 31, 2023 — $ — Stock-based Compensation Expense Total compensation expense related to all of the Company’s stock-based awards for the years ended December 31, 2023 and 2022 was comprised of the following (in thousands): Year Ended December 31, 2023 2022 Stock-based compensation classified as: Research and development expense $ 1,491 $ 3,230 General and administrative expense 5,054 4,923 Total stock-based compensation expense $ 6,545 $ 8,153 As of December 31, 2023 , total unrecognized stock-based compensation expense related to non-vested equity awards was $ 12.4 million, which is expected to be recognized over an estimated weighted-average period of 2.4 years. Note 12. Subsequent Events On January 30, 2024, Armistice Capital Master Fund Ltd. (the “Exercising Stockholder”), exercised Pre-Funded Warrants to purchase 600,000 shares of common stock at an exercise price of $ 0.001 per share, which were issued in conjunction with the Securities Purchase Agreement. On January 30, 2024, the Company issued 600,000 shares of common stock to the Exercising Stockholder in accordance with such exercise. F- 25