0001193805-22-000135.txt : 20220131 0001193805-22-000135.hdr.sgml : 20220131 20220131205204 ACCESSION NUMBER: 0001193805-22-000135 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220120 FILED AS OF DATE: 20220131 DATE AS OF CHANGE: 20220131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 22576420 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 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 22576421 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 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 22576413 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 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 22576418 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 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 22576417 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 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 22576414 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 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 22576416 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 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 22576415 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 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 22576419 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 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36620 FILM NUMBER: 22576412 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] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 19900 MACARTHUR BLVD. STREET 2: SUITE 550 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 949-238-8090 MAIL ADDRESS: STREET 1: 19900 MACARTHUR BLVD. STREET 2: SUITE 550 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 3 1 form307422010_01312022.xml X0206 3 2022-01-20 0 0001404281 Eledon Pharmaceuticals, Inc. ELDN 0001055947 BVF PARTNERS L P/IL 44 MONTGOMERY ST. 40TH FLOOR SAN FRANCISCO CA 94104 0 0 1 0 0000918923 BIOTECHNOLOGY VALUE FUND L P 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001803805 BVF I GP LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001102444 BIOTECHNOLOGY VALUE FUND II LP 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001803806 BVF II GP LLC 44 MONTGOMERY ST., 40TH FLOOR 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 FLOOR SAN FRANCISCO CA 94104 0 0 1 0 0001056807 BVF INC/IL 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO CA 94104 0 0 1 0 0001233840 LAMPERT MARK N 44 MONTGOMERY STREET 40TH FL SAN FRANCISCO CA 94104 0 0 1 0 Common Stock, $0.001 par value 1274973 D Common Stock, $0.001 par value 975412 D Common Stock, $0.001 par value 58688 D Series X Convertible Preferred Common Stock, $0.001 par value 122833 D Series X Convertible Preferred Common Stock, $0.001 par value 96611 D Series X Convertible Preferred Common Stock, $0.001 par value 19222 D Series X1 Convertible Preferred Common Stock, $0.001 par value 3214382 D Series X1 Convertible Preferred Common Stock, $0.001 par value 2374889 D Series X1 Convertible Preferred Common Stock, $0.001 par value 424079 D Warrants to Purchase Common Stock 12.96 2025-07-14 Common Stock, $0.001 par value 79500 D Warrants to Purchase Common Stock 12.96 2025-07-14 Common Stock, $0.001 par value 64549 D Warrants to Purchase Common Stock 12.96 2025-07-14 Common Stock, $0.001 par value 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 D Warrants to Purchase Series X1 Convertible Preferred Stock 8962.74 2025-09-14 Series X1 Convertible Preferred Stock, $0.001 par value 1086000 D Warrants to Purchase Series X1 Convertible Preferred Stock 8962.74 2025-09-14 Series X1 Convertible Preferred Stock, $0.001 par value 189000 D Pre-funded Warrants to Purchase Common Stock 0.001 2030-12-31 Common Stock, $0.001 par value 254666 D Pre-funded Warrants to Purchase Common Stock 0.001 2030-12-31 Common Stock, $0.001 par value 200245 D Pre-funded Warrants to Purchase Common Stock 0.001 2030-12-31 Common Stock, $0.001 par value 39938 D This Form 3 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 disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. 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 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 parter 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 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. 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"). 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. Pursuant to a warrant exercise agreement between the Issuer and the Reporting Persons, the Company 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 Section 13(d) of the Securities Exchange Act of 1934 (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 Company 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 Company 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. BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2022-01-31 Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 2022-01-31 BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2022-01-31 Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 2022-01-31 BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2022-01-31 BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2022-01-31 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 2022-01-31 BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2022-01-31 BVF Inc., By: /s/ Mark N. Lampert, President 2022-01-31 /s/ Mark N. Lampert 2022-01-31