Eledon Pharmaceuticals, Inc. 8-K

What Happened Eledon Pharmaceuticals, Inc. (ELDN) filed an 8-K reporting that on December 30, 2025 it entered into an exchange agreement with Coastlands Capital Partners LP under which Coastlands exchanged 4,203,764 shares of Eledon common stock for a pre‑funded warrant to purchase up to 4,203,764 shares (the “Exchange Warrant”). The Exchange Warrant is exercisable immediately at an initial exercise price of $0.001 per share and the exchange closed on December 30, 2025. The company relied on the Section 3(a)(9) exemption of the Securities Act for the unregistered issuance.

Key Details

• Holder: Coastlands Capital Partners LP exchanged 4,203,764 shares for an Exchange Warrant (closed Dec 30, 2025).
• Exercise terms: initial exercise price $0.001 per share; exercisable immediately and until fully exercised.
• Beneficial ownership limit: Holder (and affiliates/groups) cannot exercise to own more than 4.99% of outstanding common stock post-issuance (Holder may increase limit with 61 days’ notice, but Nasdaq rules cap it at 19.99%).
• Registration exemption: Exchange Warrant issued without registration under Section 3(a)(9) of the Securities Act; full warrant form filed as Exhibit 4.1.

Why It Matters This transaction did not raise cash for the company — it converted existing common shares held by the investor into a pre‑funded warrant that can be exercised later at a nominal price, creating potential future dilution if exercised. The immediate exercisability means the holder could convert up to the stated ownership cap, but the beneficial ownership limits restrict large immediate share increases. Investors should note the issuance was unregistered under a statutory exemption and review the filed Exchange Warrant (Exhibit 4.1) for full terms if concerned about dilution or changes in ownership.