What changed in this filing

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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-20 · 349 added, 283 removed, 728 unchanged (46% of the section changed)

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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.

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, 2025.

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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, 2025, our internal control over financial reporting was effective.

As a non-accelerated filer, this Annual Report on Form 10-K does not include an attestation report on our internal control over financial reporting issued by the Company’s independent registered public accounting firm.

Completed Remediation of Prior Years' Material Weakness

In the course of preparing our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2024, our management concluded that the Common Warrants and Subsequent Closing Warrants do not meet the conditions to be classified as equity instruments under ASC 815-40, “Derivatives and Hedging - Contracts in Entity’s Own Equity,” and must instead be recorded as liabilities on our consolidated balance sheet at their fair value and remeasured at fair value for each subsequent reporting period.

In light of this determination, on August 13, 2024, management and the Audit Committee of our Board together concluded that our previously issued (i) audited consolidated financial statements as of and for the year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on March 28, 2024 and (ii) unaudited condensed consolidated financial statements as of and for (a) the three months ended March 31, 2024 included in our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2024, (b) the three and nine months ended September 30, 2023 included in our Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023 and (c) the three and six months ended June 30, 2023 included in our Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023 (together, the “Impacted Reports”) were each materially misstated.

As a result, our management, including our principal executive officer and principal financial officer, determined that there existed a material weakness identified in our internal control over financial reporting related to our accounting for equity instruments for the periods covered by each of the Impacted Reports.

In the course of preparing our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2025, our management concluded that the Series X and Series X 1 non-voting convertible preferred stock, $0.001 par value (“Preferred Stock”) should be treated as a separate class of common stock for purposes of calculating earnings per share in accordance with Accounting Standards Codification (“ASC”) 260-10, “Earnings Per Share” and the Company must instead present earnings per share under the two-class method.

Additionally, our management concluded that the Preferred Stock does not meet the criteria for permanent equity classification and must be classified as temporary equity under ASC 480-10-S99-3A.

This determination resulted in the restatements of our financial statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (as to the three and nine months ended September 30, 2024), our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (as to the three and six months ended June 30, 2024), our Quarterly Report on Form 10-Q/A for the three months ended March 31, 2025, and our Annual Report on Form 10-K/A for the year ended December 31, 2024 (together, the “Impacted Reports”).

As a result, as previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2024, our management, including our principal executive officer and principal financial officer, determined that there existed a material weakness in our internal control over financial reporting related to our accounting for equity instruments for the periods covered by each of the Impacted Reports.

A material weakness is a deficiency, or a combination of deficiencies, in the internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Specifically, our management determined that we did not maintain effective controls to timely identify and account for complex derivative type financial instruments.

Specifically, our management determined that we did not maintain effective controls to timely identify and account for equity instruments with complex terms, including certain provisions within our Preferred Stock.

This material weakness resulted in the material misstatement of each of the Impacted Reports.

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As part of the remediation plan, management identified and implemented a number of actions including, but not limited to, the following actions:

• Engaged with independent technical accounting experts to advise and review complex financial matters, ensuring appropriate technical analysis, documentation, and oversight prior to the preparation of our financial statements.

• Hiring of internal financial expertise within the corporate accounting department.

• Implemented an accounting standards compliance framework to ensure timely adoption and assessment of evolving accounting standards.

• Engaged with external technical accounting experts to advise and review all equity instruments, ensuring appropriate technical analysis, documentation, and oversight prior to the preparation of our financial statements.

• Implemented an accounting standards compliance process to ensure timely adoption and assessment of evolving accounting standards.

• Strengthened financial disclosure and technical guidance resources.

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The Company is committed to evaluating and monitoring adherence to the established policies and procedures listed above.

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

Other than as described above, 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, 2024, that have materially affected, or are reasonably likely to materially affect, our 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, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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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 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), which we expect to be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2024, 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,” “Board of Directors and Corporate Governance— Committees of the Board of Directors” and “Board of Directors and Corporate Governance—Insider Trading Policy.”

The information required by this Item 10 is incorporated herein by reference to information in our proxy statement for our 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), which we expect to be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2025, including under headings “ Proposal 1:

Board of Directors and Corporate Governance—Election of Class III Directors,” “Executive Officers,” “Corporate Governance—Director Nomination Process,” “ Corporate Governance—Committees of the Board,” and “Corporate Governance—Insider Trading Policy and Procedures.”

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.

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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.

Executiv e Compensation.

The information required by this Item 11 is incorporated herein by reference to information in our 2025 Proxy Statement, including under headings “Executive Compensation,” “Director Compensation,” and “Board of Directors and Corporate Governance—Compensation Committee Interlocks and Insider Participation”.

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 2025 Proxy Statement, including under headings “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans”.

Executive Compensation.

The information required by this Item 11 is incorporated herein by reference to information in our 2026 Proxy Statement, including under headings “Executive Compensation,” and “Director Compensation.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item 12 is incorporated herein by reference to information in our 2026 Proxy Statement, including under headings “Stock Ownership and Reporting—Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.”

Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item 13 is incorporated herein by reference to information in our 2025 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”.

The information required by this Item 13 is incorporated herein by reference to information in our 2026 Proxy Statement, including under headings “Corporate Governance—Policies and Procedures for Related Person Transactions,” “Corporate Governance,” and “Corporate Governance—Committees of the Board.”

Principal Accountant Fees and Services.

The information required by this Item 14 is incorporated herein by reference to information in our 2025 Proxy Statement, including under headings “Matters to be Voted—on Proposal No.

2—Ratification of the Appointment of Independent Registered Public Accounting Firm”.

Exhibits, Financi al Statement Schedules.

The information required by this Item 14 is incorporated herein by reference to information in our 2026 Proxy Statement, including under headings “Independent Registered Public Accounting Firm—Audit Fees and Services” and “Independent Registered Public Accounting Firm—Pre-Approval Policies and Procedures.”

Exhibits and Financi al Statement Schedules.

(a) The following documents are filed as part of this Annual Report on Form 10-K:

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Exhibit Description

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.

September 15, 2020

Restated Certificate of Incorporation of Novus Therapeutics, Inc., a Delaware corporation, dated September 22, 2014

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January 5, 2021

Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Eledon Pharmaceuticals, Inc., (effecting an increase in authorized shares of common stock)

June 12, 2025

Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Eledon Pharmaceuticals, Inc., (providing for exculpation of certain officers)

June 12, 2025

Amended and Restated Bylaws of Eledon Pharmaceuticals, Inc.

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September 15, 2020

Form of Common Stock Certificate

June 23, 2017

Form of Warrant

Form of Placement Agent Warrant

Form of Common Stock Purchase Warrant

January 16, 2020

Description of Securities

March 31, 2021

Form of Pre-Funded Warrant to Purchase Common Stock

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October 30, 2024

Form of Pre-Funded Warrant to Purchase Common Stock

November 13, 2025

Form of Exchange Warrant

January 2, 2026

Description of Securities

Open Market Sales Agreement by and between the Registrant and Guggenheim Securities, LLC dated September 20, 2024

September 20, 2024

Securities Purchase Agreement, dated April 28, 2023

Registration Rights Agreement, dated April 28, 2023

Securities Purchase Agreement, dated May 6, 2024

Registration Rights Agreement, dated May 6, 2024

Form of Indemnification Agreement to be entered into with each of the directors and officers of Eledon

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Fourth Amendment to Lease Agreement, dated March 12, 2024, by and between Newport Gateway Office LLC and Eledon Pharmaceuticals, Inc.

March 20, 2025

Lease Agreement, dated September 4, 2024, by and between Blanchard Group LLC and Eledon Pharmaceuticals, Inc.

Tokai Pharmaceuticals, Inc.

2007 Stock Incentive Plan

April 2, 2018

March 20, 2025

Tokai Pharmaceuticals, Inc.

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Letter Agreement, dated December 16, 2024

March 20, 2025

Executive Employment Agreement, dated March 15, 2021, between Eledon Pharmaceuticals, Inc.

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Gros, M.D., Steve Perrin, Ph D., Bryan Smith and Paul Little

March 20, 2025

Form of Amendment to Stock Option Agreement, dated November 20, 2024, between Eledon Pharmaceuticals, Inc.

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Gros, M.D., Steve Perrin, Ph D., Bryan Smith and Paul Little

March 20, 2025

Stock Option Forfeiture Agreement date December 30, 2025, between Eledon Pharmaceuticals, Inc.

and David-Alexandre C.

Stock Option Forfeiture Agreement date December 30, 2025, between Eledon Pharmaceuticals, Inc.

and Steve Perrin, Ph.D

Underwriting Agreement, dated November 12, 2025, by and between Eledon Pharmaceuticals, Inc.

and Leerink Partners LLC, as representative of the several underwriters named therein

November 13, 2025

Eledon Pharmaceuticals, Inc.

Insider Trading Policy

March 20, 2025

Subsidiaries of the Registrant

March 17, 2020

Consent of Deloitte & Touche LLP, independent registered public accounting firm

Consent of Crowe LLP, independent registered public accounting firm

Consent of KMJ Corbin & Company LLP, independent registered public accounting firm

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

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INDEX TO CONSOLIDATED FINANC IAL STATEMENTS

Report of Independent Registered Public Accounting Firm ( Deloitte & Touche LLP PCAOB ID#:

Report of Independent Registered Public Accounting Firm (Crowe LLP PCAOB ID# :

Report of Independent Registered Public Accounting Firm (KMJ Corbin & Company LLP PCAOB ID#:

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Eledon Pharmaceuticals, Inc.

To the stockholders and the Board of Directors of Eledon Pharmaceuticals, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Issuer (the "Company") as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows, and the related notes (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheet of Eledon Pharmaceuticals, Inc.

(the "Company") as of December 31, 2025, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders' equity,⁠ and cash flows, for the year ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operation and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

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 audit 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 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 audit, 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 audit included performing procedures to assess the risks of material misstatement of the 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 financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides 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 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 financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the 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.

Classification of Pre-Funded Warrants – Refer to Notes 2 and 9 to the financial statements

Critical Audit Matter Description

On November 13, 2025, the Company closed an underwritten offering, which included the sale of pre-funded warrants (the “2025 Offering Pre-Funded Warrants”), and on December 30, 2025, the Company entered into an agreement to exchange shares of the Company's common stock for pre-funded warrants (the “2025 Warrant Exchange Agreement”).

The Company accounts for pre-funded warrants as either a liability or equity in accordance with Accounting Standards Codification (ASC) Topic 480-10, Distinguishing liabilities from equity, and ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity.

We identified the assessment of the classification of the 2025 Offering Pre-Funded Warrants and the 2025 Warrant Exchange Agreement (collectively, the “2025 Pre-Funded Warrant Agreements”) as a critical audit matter.

The assessment of the terms and provisions to determine the classification of the 2025 Pre-Funded Warrant Agreements as a liability or equity is complex

and required a high extent of effort, including the need for us to involve professionals in our firm with expertise in accounting for financial instruments.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the classification of the 2025 Pre-Funded Warrant Agreements, included the following, among others:

• We read the 2025 Pre-Funded Warrant Agreements, and compared the terms and provisions to the Company’s accounting analysis.

• With the assistance of professionals in our firm having expertise in accounting for financial instruments, we evaluated the terms and provisions of the 2025 Pre-Funded Warrant Agreements to assess the appropriate classification as a liability or equity.

/s/ Deloitte & Touche LLP

Costa Mesa, CA

March 19, 2026

We have served as the Company's auditor since 2025.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and the Board of Directors of Eledon Pharmaceuticals, Inc.

Irvine, California

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Eledon Pharmaceuticals, Inc.

(the "Company") as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity, and cash flows, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Company as of December 31, 2023, were audited by other auditors whose report dated March 28, 2024, except for the effects of the Restatement disclosed in Note 13, as to which the date is August 19, 2024, expressed an unqualified opinion on those statements.

Basis for Opinion

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Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period with any change in the fair value of the warrants recorded in the consolidated statements of operations and comprehensive loss as a gain or loss.

The Common Warrants and the Subsequent Closing Warrants (as defined in Note 8) issued in the 2023 Private Placement are liability classified and recorded at fair value using the Black-Scholes option-pricing model at issuance, with any subsequent changes in fair value recognized in the

consolidated statements of operations.

The Common Warrants and the Subsequent Closing Warrants (as defined in Note 9) issued in the 2023 Private Placement are liability classified and recorded at fair value using the Black-Scholes option-pricing model at issuance, with any subsequent changes in fair value recognized in the consolidated statements of operations.

Determining the proper classification of pre-funded warrants as either a derivative liability or as equity instruments requires significant management judgment in assessing the specific terms and conditions.

The valuation of the derivative liability for liability classified pre-funded warrants also requires management judgment in determining the fair value.

valuation of the derivative liability for liability classified pre-funded warrants also requires management judgment in determining the fair value.

The classification and valuation of warrants was determined to be a critical audit matter because of the complexity and significant judgment involved in determining the accounting for the pre-funded warrants and the significant audit effort, including the use of specialists, in assessing management’s conclusions and inputs to its calculation of fair value.

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/s/ Crowe LLP

We have served as the Company's auditor since 2024.

Los Angeles, CA

March 20, 2025

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 sheet of Eledon Pharmaceuticals, Inc.

(the “Company”) as of December 31, 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the year then ended, 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 the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

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 audit.

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 audit 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.

Accordingly, we express no such opinion.

Our audit 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 audit 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 audit provide a reasonable basis for our opinion.

/s/ KMJ Corbin & Company LLP

We served as the Company's auditor from 2024 to 2024.

Glendora, California

March 28, 2024 (except for previously disclosed adjustments to 2023, as to which the date is August 19, 2024 and Note 10, as to which the date is March 20, 2025)

Los Angeles, California

March 20, 2025, Except for Note 9, as to which the date is August 14, 2025

ELEDON PHARMACEUTICALS, INC.

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In-process research and development

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

Current liabilities:

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Commitments and contingencies (Note 7)

Convertible preferred stock, 5,000,000 shares authorized at December 31, 2025 and 2024:

Series X non-voting convertible preferred stock, $ 0.001 par value, 10,000 shares designated;

4,422 shares issued and outstanding at December 31, 2025 and 2024

Series X 1 non-voting convertible preferred stock, $ 0.001 par value, 515,000 shares designated;

110,086 shares issued and outstanding at December 31, 2025 and 2024

Stockholders’ equity:

Preferred stock, $ 0.001 par value, 5,000,000 shares authorized at December 31,

2024 and 2023:

Series X 1 non-voting convertible preferred stock, $ 0.001 par value, 515,000

shares designated;

110,086 shares issued and outstanding at December 31,

2024 and 2023

Series X non-voting convertible preferred stock, $ 0.001 par value, 10,000

shares designated;

4,422 shares issued and outstanding at December 31,

2024 and 2023

Common stock, $ 0.001 par value, 200,000,000 shares authorized at

December 31, 2024 and 2023;

59,789,275 and 24,213,130 shares issued

and outstanding at December 31, 2024 and 2023, respectively

Common stock, $ 0.001 par value, 300,000,000 and 200,000,000 shares authorized at December 31, 2025 and 2024, respectively;

75,430,033 and 59,789,275 shares issued and outstanding at December 31, 2025 and 2024, respectively

Additional paid-in capital

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Total stockholders’ equity

Total liabilities and stockholders’ equity

Total liabilities, convertible preferred stock and stockholders’ equity

See accompanying notes to consolidated financial statements.

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Other income, net

Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds

Change in fair value of warrant liabilities

Loss before income taxes

Provision for income taxes

Net loss and comprehensive loss

Net loss per share, basic and diluted

Other comprehensive loss:

Unrealized loss on available-for-sale securities, net

Comprehensive loss

Basic and diluted earnings per share of common stock

Weighted-average common shares outstanding, basic and diluted

Basic and diluted earnings per share of Series X and Series X 1 non-voting convertible preferred stock

Weighted-average shares outstanding of Series X and Series X 1 non-voting convertible preferred stock, basic and diluted

See accompanying notes to consolidated financial statements.

ELEDON PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF ST OCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CONVERTIBLE STOCK AND ST OCKHOLDERS’ EQUITY

(In thousands, except share data)

Series X 1 Non-Voting Convertible

Convertible Preferred Stock

Stockholders' Equity

Series X 1 Non-Voting

Preferred Stock

Series X Non-Voting Convertible Preferred Stock

Accumulated Other Comprehensive

Total Stockholders'

Balance as of December 31, 2022

Issuance of common stock and pre-funded warrants in connection with the 2023 Securities Purchase Agreement, net of issuance costs

Issuance of common stock in connection with conversion of X non-voting convertible preferred stock

Issuance of common stock in connection with conversion of X 1 non-voting convertible preferred stock

Issuance of common stock in connection with exercise of pre-funded warrants

Issuance of common stock in connection with vesting of restricted stock units

Stock-based compensation

Net loss and comprehensive loss

Series X Non-Voting

Preferred Stock

Comprehensive

Stockholders'

Balance as of December 31, 2023

Issuance of common stock and pre-funded warrants in connection with the 2024 Securities Purchase Agreement, net of issuance costs

Issuance of common stock and pre-funded warrants in connection with 2024 Securities Purchase Agreement, net of issuance costs

Issuance of common stock with the completion of the Second Closing and Third Closing in connection with 2023 Securities Purchase Agreement, net of issuance costs

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Share-based compensation

Accumulated other comprehensive income

Balance as of December 31, 2024

Issuance of common stock and pre-funded warrants in connection with 2025 Underwritten Offering, net of issuance costs

Cancellation of common stock in exchange of common stock for pre-funded warrants

Issuance of common stock in connection with vesting of restricted stock units

Stock option exercise

Share-based compensation

Accumulated other comprehensive loss

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Gain on lease termination

Amortization of operating lease right-of-use asset

Non-cash lease expense

Accretion of investment discounts

Stock-based compensation

Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds

Change in fair value of warrant liabilities

Deferred tax provision

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Proceeds from maturities of available-for-sale short-term investments

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

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Non-cash activities:

Common stock exchanged for X and X 1 non-voting convertible preferred stock

Unrealized gain on available-for-sale securities

Unrealized gain (loss) on available-for-sale securities

Common stock exchange for warrants

Offering costs accrued but not yet paid

Increase in operating right-of-use lease asset and liability due to new lease

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is a clinical stage biotechnology company using its immunology expertise in targeting the CD40 Ligand (“CD40L”) 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.

The Company’s lead compound in development is tegoprubart, an IgG1, anti-CD40L antibody with high affinity for the CD40L, 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.

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Basis of Presentation and Principles of Consolidation

The consolidated financial statements are prepared in accordance with GAAP.

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ( “ 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”).

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All significant intercompany accounts and transactions among the entities have been eliminated in consolidation.

Reclassifications

Certain reclassifications have been made to the prior year balances in Note 5.

Prepaid Expenses and Other Current Assets and Note 6.

Accrued Expenses and Other Liabilities to conform to the current year presentation .

These reclassifications had no impact on prior period results.

Use of Estimates

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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,

Cash and cash equivalents include cash in readily available checking accounts, money market funds, U.S.

government securities and U.S.

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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, 2024 and 2023, 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 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.

Risks and Liquidity

Since inception, the Company devoted substantially all of its resources to its research and development efforts, pre-clinical studies and clinical trials, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these operations.

The Company has experienced recurring net losses and negative cash flows from operating activities since its inception.

The Company’s net loss for the year ended December 31, 2025 is $ 45.6 million.

As of December 31, 2025, the Company had cash and cash equivalents and short-term investments of $ 133.3 million, working capital of $ 117.3 million and an accumulated deficit of $ 401.2 million.

Due to continuing research and development activities, the Company expects to continue to incur net losses into the foreseeable future.

In order to continue these activities, the Company will need to raise additional funds through public or private debt and equity financings including the possible issuance of shares of common stock pursuant to the Company’s “at-the-market” equity offering program, and may need to pursue strategic collaboration and licensing arrangements.

The Company’s ability to raise additional capital in the equity and debt markets is dependent on a number of factors, including, but not limited to, the market demand for the Company’s common stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company.

If the Company issues equity or convertible debt securities to raise additional funding, its existing stockholders may experience dilution, it may incur significant financing costs, and the new equity or convertible debt securities may have rights, preferences and privileges senior to those of its existing stockholders.

If the Company issues debt securities to raise additional funding, it would incur additional debt service obligations, it could become subject to additional restrictions limiting its ability to operate its business, and it may be required to further encumber its assets.

The Company expects that, based on its current operating plans, the Company’s existing cash, cash equivalents and marketable securities will be sufficient to fund its currently planned operations for at least the next 12 months from the filing date of these consolidated financial statements.

The Company anticipates it will require additional financing to fund its future operations.

Even if the Company believes it has sufficient funds for its current or future operating plans, the Company may seek to raise additional capital if market conditions are favorable or in light of other strategic considerations.

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 tegoprubart, to develop therapies to protect transplanted organs and prevent rejection, and to treat ALS.

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 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.

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company operates as one operating and one reportable segment, focused on the development of tegoprubart, to develop therapies to protect transplanted organs and prevent rejection, and to treat ALS.

The Company’s measure of segment profit or loss is net loss.

The CODM is the chief executive officer .

The CODM manages and allocates resources to the operations of the Company on a total company basis.

Managing and allocating resources on a consolidated basis enables the CODM to assess the overall level of resources available and how to best deploy these resources across functions, therapeutic areas and research and development projects that are in line with the Company’s long-term company wide strategic goals.

Consistent with this decision-making process, the CODM uses consolidated net income for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets.

Operating expenses are used to monitor budget versus actual results.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

The following table is representative of the significant expense categories regularly provided to the CODM when managing the Company’s single reporting segment.

A reconciliation to the consolidated net loss for the years ended December 31, 2025 and 2024 is included at the bottom of the table below (in thousands):

Operating expenses:

Tegoprubart - kidney transplantation programs

Tegoprubart - other development programs

Manufacturing

Personnel-related expenses

Stock-based compensation

Other segment items*

Other income, net

Change in fair value of warrant liabilities

Provision for income taxes

* Other segment items included in total operating expenses primarily consist of consulting, professional fees, facilities, insurance and information technology.

In-Process Research and Development

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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, 2024 .

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.

Net Loss Per Share

Basic and diluted net loss per share are calculated using the two-class method in accordance with Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share.

The two-class method allocates undistributed losses to the Company’s outstanding common stock, and the Series X and Series X 1 non-voting convertible preferred stock, $ 0.001 par value (the “Preferred Stock”), based on each class’s proportionate share of the total weighted-average shares outstanding.

Since the Company has never declared dividends, net loss and undistributed losses are equi valent.

The process is used for both common stock and Preferred Stock.

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.

As the rights and preferences of the Preferred Stock are substantially identical to each other, they are considered a single class of common stock for earnings per share purposes.

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.

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As the shares underlying these pre-funded warrants can be issued for little 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.

(In thousands, except share and per share data)

Net loss per share, basic and diluted

Weighted-average number of common shares

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, 2024 and 2023 common share equivalents that were excluded because their inclusion would have been anti-dilutive.

Stock options outstanding and other equity awards

Common and preferred warrants outstanding

Employee Benefit Plan

The Company maintains a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code covering all employees who meet eligibility requirements.

Participants may contribute a portion of their compensation subject to IRS limitations.

The Company provides matching contributions in accordance with the terms of the plan.

The Company recognized expense related to employer contributions to the plan of $ 0.5 million and $ 0.3 million for the years ended December 31, 2025 and 2024 , respectively.

Stock-Based Compensation

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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 peer group was developed based on publicly traded biotechnology and pharmaceutical companies with comparable business characteristics, clinical stages of development, and organizational scale, including employee headcount, primarily consisting of companies with Phase II or Phase III clinical programs.

The expected term of stock options represents the weighted-average period that the stock options are expected to be outstanding.

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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.

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.

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Income Taxes of the Notes to Financial Statements.

Warrant Liabilities

The Company accounts for issued warrants either as a liability or equity in accordance with Accounting Standards Codification (“ASC”) 815-40 Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”).

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act 2017, including 100 % bonus depreciation and immediate expensing of domestic research and development costs, among other tax changes.

The Company had no impact on its consolidated financial statements as a result of the enactment of OBBBA.

Common Stock Warrants and Pre-Funded Warrants

The Company accounts for issued common stock warrants and pre-funded warrants either as a liability or equity in accordance with ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) and ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC 815-40”).

The Company first evaluates the warrants under ASC 480-10 to determine whether the instruments should be classified as liabilities, including whether the warrants embody an obligation to repurchase the Company's shares, require or may require cash settlement, or represent obligations to issue a variable number of shares with a monetary value that is fixed or indexed to something other than the Company's stock.

If liability classification is not required under ASC 480-10, the Company then applies ASC 815-40.

Under ASC 815-40, contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence of the triggering event.

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Recent Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adopted ASU 2023-07, effective December 31, 2024 , in these consolidated financial statements.

ASU 2023-07 only impacted the disclosures and did no t impact the consolidated financial statements.

See Note 10, Segment Reporting , for disclosures related to the adoption of ASU 2023-07.

Recent Accounting Pronouncements Issued But Not Adopted

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

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This update requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

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.

ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-09, effective December 31, 2025 , in these consolidated financial statements.

ASU 2023-09 only impacted the disclosures and did no t impact the consolidated financial statements.

See Note 8 , Income Taxes , for disclosures related to the adoption of ASU 2023-09.

Recent Accounting Pronouncements Issued But Not Adopted

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires new financial statement disclosures in tabular format, in the notes to financial statements, of specified information about certain costs and expenses.

The amendments in this update do not change or remove current expense disclosure requirements.

The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of the new standard on its financial statement disclosures.

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.

2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses,” which requires disaggregated disclosure of income statement expenses for public business entities (“PBEs”).

In January 2025, the FASB issued ASU No.

2025-01 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40),” which clarified the effective date for ASU 2024-03.

These amendments are intended to provide more information about types of expenses in commonly presented expense captions.

The amendments in this update are effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and early adoption is permitted.

The Company is currently evaluating the impact on its consolidated financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission ( “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.

Short-Term Investments

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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 consolidated balance sheets.

treasuries and U.S.

government 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 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.

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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, 2024 and 2023:

The following is a summary of short-term investments, which were classified as available-for-sale securities as of December 31, 2025 and 2024 (in thousands):

December 31, 2025

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government securities

government agency securities

Total short-term investments

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government securities

government agency securities

Total short-term investments

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government securities

government agency securities

Total short-term investments

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The following table summarizes the Company's warrant liabilities (see Note 9.

Stockholders' Equity ) measured at fair value on a recurring basis as of December 31, 2024 and 2023 (in thousands) and was based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

Preferred Stock and Stockholders' Equity ) measured at fair value on a recurring basis as of December 31, 2025 and 2024 (in thousands) and was based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

December 31, 2025

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Balance as of December 31, 2024

Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds

Change in fair value of warrant liabilities

Settlement of warrant liability

Balance as of December 31, 2025

The change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds includes the reversal of $ 59.1 million in warrant liabilities associated with the Subsequent Closing Warrants (as defined in Note 8.

Stockholders' Equity ), which expired and or settled as of year ended December 31, 2024 .

Prepaid Expenses, Other Assets, Accrued Expenses and Other Liabilities

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of December 31, 2025 and 2024 (in thousands):

Prepaid clinical

Interest income receivable

Prepaid insurance

Prepaid other

Prepaid manufacturing

Other current assets

Total prepaid expenses and other current assets

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following as of December 31, 2025 and 2024 (in thousands):

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Accrued compensation and related expenses

Accrued manufacturing

Accrued professional services

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Commitments and Contingencies

Contract Obligations

As of December 31, 2025 , the Company has non-cancelable purchase obligations related to manufacturing totaling $ 9.3 million.

The Company expects to fulfill its commitments within the next twelve months under these agreements in the normal course of business, therefore, no related liability has been recorded on the consolidated balance sheets as of that date.

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, 2024 and 2023.

Total rent expense for all operating leases in the consolidated statements of operations and comprehensive loss was $ 0.4 million for each of the years ended December 31, 2025 and 2024.

On April 19, 2024, the Company entered into a 38-month operating lease for 5,817 square feet of office space in Irvine, California, that expires on June 30, 2027 (the “Irvine Lease Agreement”).

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On September 4, 2024, the Company entered into a 36-month operating lease for 6,138 square feet of office space in Burlington, Massachusetts, that expires on November 21, 2027 (the “Burlington Lease Agreement”).

The existing lease expired on November 20, 2024.

The prior lease expired on November 20, 2024.

On November 21, 2024, the effective date of the Burlington Lease Agreement, the Company recognized additional net ROU assets and lease liabilities in the amount of $ 0.5 million.

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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.

Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our ROU asset related to the lease.

These are amortized through the ROU asset as reductions of expense over the lease term.

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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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 total operating lease expense were as follows (in thousands):

The components of lease expense were as follows (in thousands):

Operating lease cost (a)

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Operating cash flows from operating leases

Other supplemental balance sheet information related to our operating leases (in thousands, except lease term and discount rate):

Operating leases

Operating lease right-of-use assets

Operating lease liabilities (current)

Operating lease liabilities (non-current)

Total lease obligations under operating leases

Weighted-average remaining lease term (in years)

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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 wort h of its common stock in lieu of making a cash payment.

There were no milestones achieved during 2024 or 2023.

Both of these milestones were achieved prior to 2024.

The fee due upon achievement of each milestone was $ 1.0 million, and as the payments became due, the Company settled the obligations through the issuance of common stock in lieu of cash payments.

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.

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 has made a $ 0.1 million annual license maintenance fee in each year since 2022.

Furthermore, the Company is required to pay ALS TDI fees based on reaching certain levels of annual net sales of any product produced with t he patent rights.

The Company has made a $ 0.1 million annual license maintenance fee each year since 2022.

Furthermore, the Company is required to 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.

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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.

There were no milestones achieved during the years ended December 31, 2025 or 2024.

Lonza Sales AG Inc.

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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.

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 to offset manufacturing expenses.

As of year ended December 31, 2024 , the Company offset $ 0.1 million of manufacturing expenses.

The eGenesis agreement continues until September 2025, unless terminated earlier by either party.

For the years ended December 31, 2025 and 2024 , the Company has no t paid any royalties under the Lonza Agreement.

Legal Matters

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federal statutory income tax rate to the Company’s effective income tax rate is as follows (in thousands):

December 31, 2025

Expected benefit at statutory federal income tax rate

State income taxes, net of federal tax benefits*

Research and development credits

Nontaxable and nondeductible items:

Stock-based compensation

Other permanent items

Change in fair value of warrant liabilities

Changes in unrecognized tax benefits

Change in valuation allowance

Total provision for income taxes

*State taxes in Massachusetts made up the majority (greater than 50%) of the tax effect in this category.

The Company paid a majority of cash taxes in Massachusetts.

As previously disclosed for the years ended December 31, 2024, prior to the adoption of ASU 2023-09, the table below is a reconciliation of the components that caused the Company's provision (benefit) for income taxes to differ from amounts computed by applying the U.S.

Federal statutory rate of 21 % (in thousands):

December 31, 2024

Statutory federal income tax rate

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Permanent items

Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds

Change in fair value of warrant liabilities

State rate differential

Net operating loss true-up

Change in valuation allowance

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Additions from tax positions taken in prior years

Prior year adjustment

Gross unrecognized tax benefits at the end of the year

The following table summarizes the income taxes paid, net of refunds, for the year ended December 31, 2025 (in thousands).

December 31, 2025

Massachusetts

Total income taxes paid

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.

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As of December 31, 2025 and 2024 , the Company had federal net operating loss carryforwards of approximately $ 117.5 million and $ 88.7 million , respectively, available to reduce future taxable income.

As of December 31, 2024 and 2023 , the Company also has state net operating loss carryforwards of $ 37.7 million and $ 30.1 million, respectively.

As of December 31, 2025 and 2024 , the Company also had state net operating loss carryforwards of $ 49.1 million and $ 37.7 million , respectively.

Both the federal and state net operating loss carryforwards incurred before 2018 begin expiring in 2035 , if not utilized.

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The state net operating losses begin to expire in 2035 .

As of December 31, 2025 and 2024 , the Company had Israel net operating losses of $ 7.9 million, respectively, which carryforward indefinitely.

As of December 31, 2025 and 2024 , the Company had federal research and development tax credit carryforwards of approximately $ 11.5 million and $ 8.0 million, respectively.

If not utilized, the carryforwards will begin expiring in 2035 .

As of December 31, 2024 and 2023 , the Company has state research and development credit carryforwards or approximately $ 2.6 million and $ 1.5 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 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.

As of December 31, 2025 and 2024 , the Company had state research and development credit carryforwards of approximately $ 3.4 million and $ 2.6 million , respectively, which will begin expiring in 2030 if not utilized .

Pursuant to the Internal Revenue Code of 1986, as amended (“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 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.

The Company’s ability to use its remaining net operating loss and tax credit carryforwards may be further limited if the Company experiences an IRC 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.

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There was no accrued interest and penalties associated with uncertain tax positions as of December 31, 2025 and 2024 .

The Company has no t recorded any interest or penalties in 2024 or 2023 .

Stockholders’ Equity

Preferred Stock

The Company has no t recorded any interest or penalties as of December 31, 2025 or 2024.

On July 4, 2025, the OBBBA was signed into law.

The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic research and development expenditures, reinstatement of 100 % bonus depreciation, and

more favorable rules for determining the limitation on business interest expense.

OBBBA changes effective for 2025 were determined to have no impact to the income tax provision for year ended December 31, 2025 .

Preferred Stock and Stockholders’ Equity

Convertible Preferred Stock

The Company has 5,000,000 authorized shares of preferred stock with a par value of $ 0.001 per share:

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4,422 shares issued and outstanding at December 31, 2025 and 2024.

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.

Each share of 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.

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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 such series.

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 Ser ies X 1 Non-Voting Convertible Preferred Stock.

The Preferred Stock includes a provision that, in the event of a tender or exchange offer by a third party in which more than 50 % of the common stockholders receive cash or other assets, allows holders of Preferred Stock, upon any subsequent conversion, to redeem their shares for the same form of consideration.

In August 2025, the Company concluded that because this redemption right may be triggered by an event outside the Company’s control and could result in settlement in cash, the Preferred Stock is classified as temporary equity.

As of the current reporting date, a tender offer is not probable, and the preferred stock is not deemed probable of becoming redeemable.

Because redemption is not considered probable, the Preferred Stock is not subsequently remeasured to its redemption value.

On June 10, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”).

At the 2025 Annual Meeting, the Company’s stockholders approved an amendment (the “Authorized Share Increase Amendment”) to the Company’s Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000 shares.

2023 Securities Purchase Agreement

On April 28, 2023, the Company entered into a Securities Purchase Agreement (the “2023 Securities Purchase Agreement”) with certain investors, pursuant to which the Company agreed to issue and sell to the investors in a private placement (the “2023 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”);

On April 28, 2023, the Company entered into a Securities Purchase Agreement (the “2023 Securities Purchase Agreement”) with certain investors, pursuant to which the Company agreed to issue and sell to the investors in a private placement (the “2023 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 ( “common stock”) , 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 (the “Second Closing”), upon the satisfaction or waiver of specified conditions set forth in the 2023 Securities Purchase Agreement, an aggregate of 20,202,024 shares of common stock (or Pre-Funded Warrants);

and (iii) in a third

closing (the “Third Closing”), upon the satisfaction or waiver of specified conditions set forth in the 2023 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 2023 Securities Purchase Agreement, Pre-Funded Warrant or Common Warrant, as applicable.

and (iii) in a third closing (the “Third Closing”), upon the satisfaction or waiver of specified conditions set forth in the 2023 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 2023 Securities Purchase Agreement, Pre-Funded Warrant or Common Warrant, as

Each Common Warrant has an exercise price of $ 3.00 per share and expires five years after issuance.

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The Pre-Funded Warrants and Common Warrants are subject to specified beneficial ownership limitations, which are generally set at 9.99 % of the total common stock then issued and outstanding immediately following the exercise of such warrants, and provided that any beneficial ownership limitation may not exceed 19.99 % unless otherwise permitted.

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 April 28, 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 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 (the “Securities Act”), and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act 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.

On July 8, 2024, the Second Closing occurred, and the Company received gross proceeds of $ 2.1 million, or net proceeds of approximately $ 2.0 million after deducting offering costs, in exchange for 909,088 shares of common stock.

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In August 2024, the Company concluded that the Common Warrants, and the potential issuance of Pre-Funded Warrants in lieu of additional shares of common stock in the Second Closing and Third Closing (the “Subsequent Closing Warrants”) do not meet the conditions to be classified as equity instruments under ASC 815-40 and must instead be recorded as liabilities on the Company’s consolidated balance sheets at their fair value and remeasured at fair value for each subsequent reporting period.

The valuation of the Common Warrants and the Subsequent Closing Warrants is adjusted to fair value (Level 3) at each balance sheet date until the Common Warrants and the Subsequent Closing Warrants are settled or expired.

The following table presents the assumptions used in the Black-Scholes option pricing model to determine the fair value of Common Warrants and Subsequent Closing Warrants granted as of December 31, 2024, and as of the issuance date:

As of October 2024, the Subsequent Closing Warrants either expired or were settled in connection with the Second Closing and Third Closing.

Accordingly, the Company's consolidated balance sheets no longer include any fair value associated with the Subsequent Closing Warrants.

The valuation of the Common Warrants is adjusted to fair value (Level 3) at each balance sheet date until the Common Warrants are settled or expired.

The following table presents the assumptions used in the Black-Scholes option pricing model to determine the fair value of the Common Warrants as of December 31, 2025 and 2024 as follows:

Expected stock price volatility

89.1 % - 94.3 %

Risk-free interest rate

3.8 % - 3.9 %

Expected life of options (in years)

2023 Conversion Agreement of Non-Voting Convertible Preferred Stock

O n 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.

Expected term (in years)

2024 Securities Purchase Agreement

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The 2024 Pre-Funded Warrants were issued in lieu of shares of common stock and are exercisable immediately and until exercised in full.

The 2024 Pre-Funded Warrants are subject to specified beneficial ownership limitations (equal to 4.99 % or 9.99 % as determined by holder of each such warrant) of the total common stock then issued and outstanding immediately following the exercise of such warrants, and provided that any beneficial ownership limitation may not exceed 19.99 % unless otherwise permitted.

The 2024 Shares, the 2024 Pre-Funded Warrants, and the shares of common stock issuable upon the exercise of the 2024 Pre-Funded 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.

The 2024 Pre-Funded Warrants are subject to specified beneficial ownership limitations (equal to 4.99 % or 9.99 % as determined by the holders of each such warrant) of the total common stock then issued and outstanding immediately following the exercise of such warrants, and provided that any beneficial ownership limitation may not exceed 19.99 % unless otherwise permitted.

The 2024 Shares, the 2024 Pre-Funded Warrants, and the

shares of common stock issuable upon the exercise of the 2024 Pre-Funded Warrants, have not been registered under the Securities Act and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

The 2024 Pre-Funded Warrants were classified as a component of permanent stockholders’ equity within additional paid-in-capital.

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The 2024 Private Placement resulted in gross proceeds to the Company of $ 50.0 million, or net proceeds of approximately $ 48.1 million after deducting offering costs.

The Company is using the net proceeds from the 2024 Private Placement to fund pre-commercial activities for its products and general corporate purposes.

In connection with the 2024 Private Placement, the Company filed on May 24, 2024, a registration statement on Form S-3 (the “2024 Registration Statement”) with the SEC to register for resale the 2024 Shares and the shares of common stock issuable upon the exercise of the 2024 Pre-Funded Warrants.

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2024 Underwritten Offering

On October 29, 2024, the Company entered into an underwriting agreement with Leerink Partners, LLC, as representative of the several underwriters named therein (the “Underwriters”) in connection with the underwritten offering, issuance and sale by the Company (the “2024 Underwritten Offering”) of 18,356,173 shares of the Company’s common stock, at an offering price of $ 3.65 per share, and pre-funded warrants at a price of $ 3.649 per pre-funded warrant, which are exercisable to purchase 4,931,507 shares of the Company’s common stock at an exercise price of $ 0.001 per share (the “Offering Pre-Funded Warrants”).

On October 29, 2024, the Company entered into an underwriting agreement with Leerink Partners, LLC, as representative of the several underwriters named therein in connection with the underwritten offering, issuance and sale by the Company (the “2024 Underwritten Offering”) of 18,356,173 shares of the Company’s common stock, at an offering price of $ 3.65 per share, and pre-funded warrants at a price of $ 3.649 per pre-funded warrant, which are exercisable to purchase 4,931,507 shares of the Company’s common stock at an exercise price of $ 0.001 per share (the “2024 Offering Pre-Funded Warrants”).

The 2024 Offering Pre-Funded Warrants were classified as a component of permanent stockholders’ equity within additional paid-in-capital.

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The 2024 Underwritten Offering closed on October 30, 2024 and resulted in gross proceeds of $ 85 million, or net proceeds of approximately $ 79.5 million after deducting underwriting discounts and commissions and offering expenses.

2024 Underwritten Offering was made pursuant to the Shelf Registration Statement and a prospectus supplement relating to the 2024 Underwritten Offering dated October 29, 2024.

A holder of the Offering Pre-Funded Warrants (together with its affiliates) may not exercise any portion of an Offering Pre-Funded Warrant to the extent that the that, after giving effect to such exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99 % (or, at the holder’s option upon issuance, 9.99 %) of the number of shares of the Company's common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of such Offering Pre-Funded Warrant.

The 2024 Underwritten Offering was made pursuant to the Shelf Registration Statement and a prospectus supplement relating to the 2024 Underwritten Offering dated October 29, 2024.

A holder of the 2024 Offering Pre-Funded Warrants (together with its affiliates) may not exercise any portion of a 2024 Offering Pre-Funded Warrant to the extent that, after giving effect to such exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99 % (or, at the holder’s option upon issuance, 9.99 %) of the number of shares of the Company's common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of such 2024 Offering Pre-Funded Warrant.

2025 Underwritten Offering

On November 12, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners, LLC, as representative of the several underwriters named therein (the “Underwriters”), in connection with the underwritten public offering and sale by the Company (the “2025 Underwritten Offering”) of 15,152,485 shares of the Company’s common stock at a public offering price of $ 1.65 per share (the “Common Stock Purchase Price”), and pre-funded warrants (the “2025 Offering Pre-Funded Warrants”) at a public offering price of $ 1.649 per 2025 Offering Pre-Funded Warrant, which are exercisable to purchase up to 15,151,515 shares of common stock at an exercise price of $ 0.001 per share.

In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option (the “Option”), exercisable for 30 days, to purchase up to 4,545,600 additional shares of common stock at the Common Stock Purchase Price less the underwriting discounts and commissions, which Option had been exercised in full by the Underwriters.

The 2025 Underwritten Offering closed on November 13, 2025 and resulted in gross proceeds of $ 57.5 million or net proceeds of approximately $ 53.6 million after deducting the underwriting discounts and commissions and offering expenses.

The 2025 Underwritten Offering was made pursuant to the Shelf Registration Statement and a prospectus supplement relating to the 2025 Underwritten Offering dated November 12, 2025.

The 2025 Offering Pre-Funded Warrants were classified as a component of permanent stockholders’ equity within additional paid-in-capital.

The 2025 Offering Pre-Funded Warrants are equity classified because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, permit the holders to receive a fixed number of common shares upon exercise, are indexed to the Company’s common stock and meet the equity classification criteria.

In addition, the 2025 Offering Pre-Funded Warrants do not provide any guarantee of value or return.

A holder of the 2025 Offering Pre-Funded Warrants (together with its affiliates) may not exercise any portion of a 2025 Offering Pre-Funded Warrant to the extent that, after giving effect to such exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99 % of the number of shares of the Company's common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of such 2025 Offering Pre-Funded Warrant.

A holder may increase or decrease such beneficial ownership limitation, provided that in no event shall the limitation exceed 19.99 % of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the 2025 Offering Pre-Funded Warrant.

2025 Warrant Exchange Agreement

On December 30, 2025, the Company entered into an exchange agreement (the “Warrant Exchange Agreement”) with Coastlands Capital Partners LP, ( “Coastlands Capital”), pursuant to which Coastlands Capital agreed to exchange 4,203,764 shares of the Company's common stock for a pre-funded warrant to purchase an aggregate of 4,203,764 shares of common stock (the “Exchange Warrant”), and the Company cancelled the 4,203,764 shares of common stock delivered in the exchange.

Coastlands Capital (together with its affiliates) may not exercise any portion of the Exchange Warrant to the extent that, after giving effect to such exercise, Coastlands Capital (together with its affiliates and any other persons acting as a group together with Coastlands Capital or any of the its affiliates) would beneficially own in excess of 4.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the Exchange Warrant.

Coastlands Capital may increase or decrease such beneficial ownership limitation, provided that in no event shall the limitation exceed 19.99 % of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the Exchange Warrant.

Exercise of Pre-Funded Warrants from 2023 Securities Purchase Agreement

On July 10, 2023, Armistice Capital Master Fund Ltd.

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 2023 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, 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 2023 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.

On January 30, 2024, 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 2023 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.

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On July 11, 2024, the Company issued 240,000 shares of common stock to the Exercising Stockholder in accordance with such exercise.

Common Stock Warrants

As of December 31, 2024, 33,052,744 warrants were exercisable into common stock (after rounding for fractional shares and subject to beneficial ownership limitations).

Common Stock Warrants and Pre-Funded Warrants

As of December 31, 2025, 51,781,090 warrants and pre-funded warrants exercisable into common stock.

The Company has issued both common stock warrants and pre-funded warrants.

The pre-funded warrants are exercisable for shares of common stock at a nominal exercise price and were fully paid for at issuance, except for the nominal exercise amount.

The pre-funded warrants are intended to be economically equivalent to the Company’s common stock.

The following table shows the warrants to purchase common stock activity:

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Expiration Date

January 2020 common warrants

July 14, 2025

January 2020 common warrants

July 17, 2025

January 2020 common warrants

July 14, 2025

January 2020 common warrants

July 17, 2025

September 2020 common warrants

September 14, 2025

2023 Securities Purchase Agreement common warrants

4 unchanged sentences

2024 Underwritten Offering pre-funded warrants

2025 Underwritten Offering pre-funded warrants

2025 Warrant Exchange Agreement

Balance as of December 31, 2025

Preferred Stock Warrants

As of December 31, 2024, 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 limitations).

As of December 31, 2025, all warrants exercisable for shares of Series X 1 Preferred Stock expired in accordance with their original terms.

Roll-Forward of Series X 1 Convertible Preferred Warrant Activity

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Balance as of December 31, 2025

The Series X 1 Preferred Warrants were issued on September 14, 2020, with an exercise price of $ 8.96 and an expiration date of September 14, 2025 .

Stock-Based Compensation

19 unchanged sentences

On June 13, 2024 and November 20, 2024, the performance-based vesting requirement based on the milestones applicable to the Second Closing and Third Closing were satisfied, and 5,763,085 stock options were issued.

The 2014 Stock Incentive Plan (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, 2024 .

The number of shares reserved for issuance under the 2020 Plan and Employee Stock Purchase Plan was 6,373,242 and 24,077 shares, respectively, as of December 31, 2024.

The following table summarizes all option activity under the 2014 Plan, 2020 Plan and inducement grants:

The Company's 2014 Stock Incentive Plan (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, 2025 .

The number of shares reserved for issuance under the 2020 Plan and the Company's Employee Stock Purchase Plan was 3,961,166 and 24,077 shares, respectively, as of December 31, 2025.

The following table summarizes all option activity under the 2014 Plan, 2020 Plan and inducement grants, including 2,713,083 shares forfeited by certain Company's executive officers and directors on December 30, 2025:

Under Options

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Risk-free interest rate

Expected life of options (in years)

Expected term (in years)

Estimated dividend yield

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Total stock-based compensation expense

As of December 31, 2024, total unrecognized stock-based compensation expense related to non-vested equity awards wa s $ 17.6 million, which is expected to be recognized over an estimated weighted-average period of 2.4 years.

Segment Reporting

The Company currently operates and manages its business as one reportable segment, to develop therapies to protect transplanted organs and prevent rejection.

The Company's chief operating decision maker (the “CODM ”), is the chief executive officer .

The financial results of the Company's operations are managed and reported to the CODM.

Managing and allocating resources on a consolidated basis enables the CODM to assess the overall level of resources available and how to best deploy these resources across functions.

As a single reportable segment entity, the CODM assesses performance and allocates resources based on the Company's consolidated statements of operations.

Significant segment expenses, as provided to the CODM, are presented as the following:

Operating expenses:

Tegoprubart - kidney transplantation programs

Tegoprubart - other development programs

Manufacturing

Personnel-related

Stock-based compensation

General and administrative expense

Total operating expenses

Loss from operations

Other income, net

Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds

Provision for income taxes

Segment and net loss

Subsequent Events

The Company has evaluated events subsequent to December 31, 2024 through the filing date of this Annual Report on Form 10-K.

Any material subsequent events that occurred during this time have been properly recognized or disclosed in the consolidated financial statements and accompanying notes.

As of December 31, 2025, total unrecognized stock-based compensation expense related to non-vested equity awards w as $ 13.8 million, which is expected to be recognized over an estimated weighted-average period of 2.1 years.

Net Loss Per Share

Basic and diluted net loss per share are calculated using the two-class method in accordance with ASC Topic 260, Earnings Per Share.

The two-class method allocates undistributed losses to the Company’s outstanding common stock, and the Preferred Stock, based on each class’s proportionate share of the total weighted-average shares outstanding.

Since the Company has never declared dividends, net loss and undistributed losses are equivalent.

The process is used for both common stock and Preferred Stock.

As the rights and preferences of the Preferred Stock are substantially identical to each other, they are considered a single class of common stock for earnings per share purposes.

For purposes of the diluted net loss per share calculation, incentive stock options, restricted stock units and common 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.

Basic weighted average shares outstanding for the years ended and December 31, 2025 and 2024 include 36,629,572 and 12,443,755 respectively, shares underlying pre-funded warrants to purchase common shares.

The calculation of basic and diluted earnings per share for our common stock and Preferred Stock is as follows:

(In thousands, except share and per share data)

Weighted-average common shares outstanding, basic and diluted

Weighted-average shares outstanding of Series X and Series X 1 non-voting convertible preferred stock, basic and diluted

Net loss used in the calculation of basic and diluted loss per share

Net loss available to common stock

Net loss per share, common stock, basic and diluted

Net loss available to Series X and Series X 1 non-voting convertible preferred stock

Basic and diluted earnings per share of Series X and Series X 1 non-voting convertible preferred stock

The following table presents potentially dilutive securities outstanding based on the market price of the Company's common stock as of December 31, 2025 and 2024 that were excluded from the computation of diluted net loss per share because their inclusion would have been anti-dilutive.

These securities consist of incentive stock options, restricted stock units and common warrants outstanding during the respective periods.

Stock options outstanding and other equity awards

Common warrants

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures