Bvf Partners L P/Il - Jan 20, 2022 Form 3 Insider Report for Eledon Pharmaceuticals, Inc. (ELDN)

Role
10%+ Owner
Signature
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
Stock symbol
ELDN
Transactions as of
Jan 20, 2022
Transactions value $
$0
Form type
3
Date filed
1/31/2022, 07:52 PM
Previous filing
Jan 21, 2022
Next filing
Jan 26, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ELDN Common Stock, $0.001 par value 1.27M Jan 20, 2022 Direct F2
holding ELDN Common Stock, $0.001 par value 975K Jan 20, 2022 Direct F3
holding ELDN Common Stock, $0.001 par value 58.7K Jan 20, 2022 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ELDN Series X Convertible Preferred Jan 20, 2022 Common Stock, $0.001 par value 123K Direct F1, F2, F5, F6
holding ELDN Series X Convertible Preferred Jan 20, 2022 Common Stock, $0.001 par value 96.6K Direct F1, F3, F5, F6
holding ELDN Series X Convertible Preferred Jan 20, 2022 Common Stock, $0.001 par value 19.2K Direct F1, F4, F5, F6
holding ELDN Series X1 Convertible Preferred Jan 20, 2022 Common Stock, $0.001 par value 3.21M Direct F1, F2, F5, F7
holding ELDN Series X1 Convertible Preferred Jan 20, 2022 Common Stock, $0.001 par value 2.37M Direct F1, F3, F5, F7
holding ELDN Series X1 Convertible Preferred Jan 20, 2022 Common Stock, $0.001 par value 424K Direct F1, F4, F5, F7
holding ELDN Warrants to Purchase Common Stock Jan 20, 2022 Common Stock, $0.001 par value 79.5K $12.96 Direct F1, F2, F5, F8
holding ELDN Warrants to Purchase Common Stock Jan 20, 2022 Common Stock, $0.001 par value 64.5K $12.96 Direct F1, F3, F5, F8
holding ELDN Warrants to Purchase Common Stock Jan 20, 2022 Common Stock, $0.001 par value 11.4K $12.96 Direct F1, F4, F5, F8
holding ELDN Warrants to Purchase Series X1 Convertible Preferred Stock Jan 20, 2022 Series X1 Convertible Preferred Stock, $0.001 par value 1.45M $8,962.74 Direct F1, F2, F5, F9
holding ELDN Warrants to Purchase Series X1 Convertible Preferred Stock Jan 20, 2022 Series X1 Convertible Preferred Stock, $0.001 par value 1.09M $8,962.74 Direct F1, F3, F5, F9
holding ELDN Warrants to Purchase Series X1 Convertible Preferred Stock Jan 20, 2022 Series X1 Convertible Preferred Stock, $0.001 par value 189K $8,962.74 Direct F1, F4, F5, F9
holding ELDN Pre-funded Warrants to Purchase Common Stock Jan 20, 2022 Common Stock, $0.001 par value 255K $0.00 Direct F1, F2, F10
holding ELDN Pre-funded Warrants to Purchase Common Stock Jan 20, 2022 Common Stock, $0.001 par value 200K $0.00 Direct F1, F3, F10
holding ELDN Pre-funded Warrants to Purchase Common Stock Jan 20, 2022 Common Stock, $0.001 par value 39.9K $0.00 Direct F1, F4, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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").
F6 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.
F7 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.
F8 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.
F9 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.
F10 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.