0000921895-24-001131.txt : 20240513
0000921895-24-001131.hdr.sgml : 20240513
20240513170415
ACCESSION NUMBER: 0000921895-24-001131
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240509
FILED AS OF DATE: 20240513
DATE AS OF CHANGE: 20240513
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P
CENTRAL INDEX KEY: 0000918923
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
ORGANIZATION NAME: 02 Finance
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36620
FILM NUMBER: 24940172
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF PARTNERS L P/IL
CENTRAL INDEX KEY: 0001055947
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36620
FILM NUMBER: 24940173
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST.
STREET 2: 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST.
STREET 2: 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF INC/IL
CENTRAL INDEX KEY: 0001056807
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36620
FILM NUMBER: 24940165
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND II LP
CENTRAL INDEX KEY: 0001102444
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36620
FILM NUMBER: 24940170
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF II GP LLC
CENTRAL INDEX KEY: 0001803806
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36620
FILM NUMBER: 24940169
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-525-8830
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF GP HOLDINGS LLC
CENTRAL INDEX KEY: 0001803809
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36620
FILM NUMBER: 24940166
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-525-8830
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Biotechnology Value Trading Fund OS LP
CENTRAL INDEX KEY: 0001660683
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36620
FILM NUMBER: 24940168
BUSINESS ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: (415) 525-8890
MAIL ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF Partners OS Ltd.
CENTRAL INDEX KEY: 0001660684
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36620
FILM NUMBER: 24940167
BUSINESS ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: (415) 525-8890
MAIL ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF I GP LLC
CENTRAL INDEX KEY: 0001803805
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36620
FILM NUMBER: 24940171
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-525-8830
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LAMPERT MARK N
CENTRAL INDEX KEY: 0001233840
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36620
FILM NUMBER: 24940164
MAIL ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Eledon Pharmaceuticals, Inc.
CENTRAL INDEX KEY: 0001404281
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 19800 MACARTHUR BLVD.
STREET 2: SUITE 250
CITY: IRVINE
STATE: CA
ZIP: 92612
BUSINESS PHONE: 949-238-8090
MAIL ADDRESS:
STREET 1: 19800 MACARTHUR BLVD.
STREET 2: SUITE 250
CITY: IRVINE
STATE: CA
ZIP: 92612
FORMER COMPANY:
FORMER CONFORMED NAME: Novus Therapeutics, Inc.
DATE OF NAME CHANGE: 20170511
FORMER COMPANY:
FORMER CONFORMED NAME: Tokai Pharmaceuticals Inc
DATE OF NAME CHANGE: 20070622
4
1
form407422010_05132024.xml
OWNERSHIP DOCUMENT
X0508
4
2024-05-09
0
0001404281
Eledon Pharmaceuticals, Inc.
ELDN
0001055947
BVF PARTNERS L P/IL
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO
CA
94104
0
0
1
0
0000918923
BIOTECHNOLOGY VALUE FUND L P
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO
CA
94104
0
0
0
1
See Explanation of Responses
0001803805
BVF I GP LLC
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO
CA
94104
0
0
0
1
See Explanation of Responses
0001102444
BIOTECHNOLOGY VALUE FUND II LP
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO
CA
94104
0
0
0
1
See Explanation of Responses
0001803806
BVF II GP LLC
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO
CA
94104
0
0
0
1
See Explanation of Responses
0001660683
Biotechnology Value Trading Fund OS LP
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN
E9
KY1-1104
CAYMAN ISLANDS
0
0
0
1
See Explanation of Responses
0001660684
BVF Partners OS Ltd.
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN
E9
KY1-1104
CAYMAN ISLANDS
0
0
0
1
See Explanation of Responses
0001803809
BVF GP HOLDINGS LLC
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO
CA
94104
0
0
1
0
0001056807
BVF INC/IL
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO
CA
94104
0
0
1
0
0001233840
LAMPERT MARK N
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO
CA
94104
0
0
1
0
0
Common Stock, $0.001 par value
2024-05-09
4
P
0
1031385
A
3361803
D
Common Stock, $0.001 par value
2024-05-09
4
P
0
821121
A
2633679
D
Common Stock, $0.001 par value
2024-05-09
4
P
0
75431
A
220460
D
Pre-funded Warrants to Purchase Common Stock
0.001
2024-05-09
4
P
0
3173135
A
Common Stock, $0.001 par value
3173135
3173135
D
Pre-funded Warrants to Purchase Common Stock
0.001
2024-05-09
4
P
0
2526238
A
Common Stock, $0.001 par value
2526238
2526238
D
Pre-funded Warrants to Purchase Common Stock
0.001
2024-05-09
4
P
0
232068
A
Common Stock, $0.001 par value
232068
232068
D
Series X Convertible Preferred
Common Stock, $0.001 par value
122833
2211
D
Series X Convertible Preferred
Common Stock, $0.001 par value
96611
1739
D
Series X Convertible Preferred
Common Stock, $0.001 par value
19222
346
D
Series X1 Convertible Preferred
Common Stock, $0.001 par value
3214437
57860
D
Series X1 Convertible Preferred
Common Stock, $0.001 par value
2374987
42750
D
Series X1 Convertible Preferred
Common Stock, $0.001 par value
424169
7635
D
Warrants to Purchase Common Stock
12.96
2025-07-14
Common Stock, $0.001 par value
79500
79500
D
Warrants to Purchase Common Stock
12.96
2025-07-14
Common Stock, $0.001 par value
64549
64549
D
Warrants to Purchase Common Stock
12.96
2025-07-14
Common Stock, $0.001 par value
11415
11415
D
Warrants to Purchase Series X1 Convertible Preferred Stock
8962.74
2025-09-14
Series X1 Convertible Preferred Stock, $0.001 par value
1453000
1453
D
Warrants to Purchase Series X1 Convertible Preferred Stock
8962.74
2025-09-14
Series X1 Convertible Preferred Stock, $0.001 par value
1086000
1086
D
Warrants to Purchase Series X1 Convertible Preferred Stock
8962.74
2025-09-14
Series X1 Convertible Preferred Stock, $0.001 par value
189000
189
D
Pre-funded Warrants to Purchase Common Stock
0.001
2030-12-31
Common Stock, $0.001 par value
254666
254666
D
Pre-funded Warrants to Purchase Common Stock
0.001
2030-12-31
Common Stock, $0.001 par value
200245
200245
D
Pre-funded Warrants to Purchase Common Stock
0.001
2030-12-31
Common Stock, $0.001 par value
39938
39938
D
Pre-funded Warrants to Purchase Common Stock
0.001
Common Stock, $0.001 par value
2028645
2028645
D
Pre-funded Warrants to Purchase Common Stock
0.001
Common Stock, $0.001 par value
1609063
1609063
D
Pre-funded Warrants to Purchase Common Stock
0.001
Common Stock, $0.001 par value
165950
165950
D
Warrants to Purchase Common Stock
3.00
Common Stock, $0.001 par value
3084090
3084090
D
Warrants to Purchase Common Stock
3.00
Common Stock, $0.001 par value
2446209
2446209
D
Warrants to Purchase Common Stock
3.00
Common Stock, $0.001 par value
252291
252291
D
This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a group for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that collectively beneficially owns over 10% of the Issuer's outstanding shares of Common Stock (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Pursuant to a securities purchase agreement between the Issuer and certain institutional and accredited investors, including certain of the Reporting Persons (the "2024 Purchasers"), the Issuer agreed to issue and sell to the 2024 Purchasers in a private placement (the "2024 Private Placement") shares of Common Stock at a price of $2.37 per share, and pre-funded warrants (the "2024 Pre-Funded Warrants") at a price of $2.369 per underlying share, which are exercisable into shares of Common Stock at an exercise price of $0.001 per share.
Shares of Common Stock purchased in the 2024 Private Placement.
2024 Pre-Funded Warrants purchased in the 2024 Private Placement. The 2024 Pre-Funded Warrants are exercisable immediately and shall expire when exercised in full. The 2024 Pre-Funded Warrants cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the outstanding shares of Common Stock, subject to certain exceptions.
Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
The Series X Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. Each share of Series X Convertible Preferred Stock is convertible into 55.55 shares of Common Stock. The Series X Convertible Preferred Stock does not have an expiration date and is subject to certain adjustments pursuant to the Series X Exchange Agreement filed as Exhibit 10.1 to Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 7, 2021.
The Series X1 Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. Each share of Series X1 Convertible Preferred Stock is convertible into 55.55 shares of Common Stock. The Series X1 Convertible Preferred Stock does not have an expiration date and is subject to certain adjustments pursuant to the Series X1 Exchange Agreement filed as Exhibit 10.1 to Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 13, 2022.
Reflects a one-for-eighteen reverse stock split of the Issuer's issued and outstanding Common Stock, effective as of October 5, 2020 (the "Stock Split").
Pursuant to a warrant exercise agreement between the Issuer and the Reporting Persons, the Issuer issued to the Reporting Persons warrants to purchase shares of Common Stock at an exercise price of $0.72 per share, with an exercise period of five and a half years (July 14, 2025). The warrants are subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting the Common Stock. The warrants cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Persons would beneficially own, as determined in accordance with the Exchange Act, more than 9.99% of Common Stock, subject to certain exceptions. In connection with the Stock Split, the exercise price was adjusted to $12.96.
Pursuant to a purchase agreement between the Issuer and the Reporting Persons, the Issuer issued to the Reporting Persons warrants to purchase shares of the Series X1 Convertible Preferred Stock at an exercise price of $497.93 per share, with an exercise period of five years (September 14, 2025). Each warrant to purchase shares of the Series X1 Convertible Preferred Stock is convertible into 1 share of Series X1 Convertible Preferred Stock, which is convertible into 1,000 shares of Common Stock. The warrants are subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting the Common Stock. The warrants cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of Common Stock, subject to certain exceptions. In connection with the Stock Split, the exercise price was adjusted to $8,962.74.
Pursuant to a warrant exchange agreement between the Issuer and the Reporting Persons, the Issuer issued to the Reporting Persons warrants to purchase shares of Common Stock at an exercise price equal to $0.001 per share, with an exercise period of ten years (December 31, 2030). Each warrant to purchase shares of the Common Stock is convertible into 1 share of Common Stock. The warrants cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of Common Stock, subject to certain exceptions.
Pursuant to a securities purchase agreement between the Issuer and certain institutional and accredited investors, including certain of the Reporting Persons (the "2023 Purchasers"), the Issuer agreed to issue and sell to the 2023 Purchasers in a private placement (the "2023 Private Placement"), in an initial closing, shares of the Issuer's Common Stock or pre-funded warrants in lieu thereof (the "2023 Pre-Funded Warrants"), and common stock warrants exercisable into shares of Common Stock (or 2023 Pre-Funded Warrants in lieu thereof) (the "Common Warrants") at a per share purchase price equal to $2.31 (less $0.001 for each 2023 Pre-Funded Warrant, as applicable).
2023 Pre-Funded Warrants purchased in the 2023 Private Placement. The 2023 Pre-Funded Warrants are exercisable immediately and shall expire when exercised in full. The 2023 Pre-Funded Warrants cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the outstanding shares of Common Stock, subject to certain exceptions.
Common Warrants purchased in the 2023 Private Placement. The Common Warrants are exercisable immediately and have a term of exercise equal to five years. The Common Warrants cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the outstanding shares of Common Stock, subject to certain exceptions.
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2024-05-13
Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer
2024-05-13
BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer
2024-05-13
Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer
2024-05-13
BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer
2024-05-13
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2024-05-13
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2024-05-13
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer
2024-05-13
BVF Inc., By: /s/ Mark N. Lampert, President
2024-05-13
/s/ Mark N. Lampert
2024-05-13