Eledon Pharmaceuticals Inc美股招股说明书(2025-11-13版)

15,152,485 Shares of Common StockPre-FundedWarrants to Purchase up to 15,151,515 Shares of Common Stock We are offering 15,152,485 shares of our common stock, $0.001 par value per share, and, in lieu of shares of our common stock to certain investors thatso choose,pre-fundedwarrants to purchase up to 15,151,515 shares of our common stock. The purchase price of eachpre-fundedwarrant is the priceper share at which shares of common stock are being sold in this offering, minus $0.001, and the exercise price of eachpre-fundedwarrant is $0.001 pershare of common stock. This prospectus supplement also relates to the offering of the shares of common stock issuable upon the exercise of suchpre-fundedwarrants. Our common stock is listed on The Nasdaq Capital Market under the symbol “ELDN.” On November11, 2025, the last reported sale price of ourcommon stock was $2.13 per share. There is no established public trading market for thepre-fundedwarrants, and we do not expect a market to develop.In addition, we do not intend to apply for a listing of thepre-fundedwarrants on The Nasdaq Capital Market, any other national securities exchange orany other nationally recognized trading system. Investing in our common stock involves a high degree of risk. Please read the “Risk Factors” beginning onpageS-9ofthis prospectus supplement and the risk factors included in the documents incorporated by reference into thisprospectus supplement. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense. (1)See “Underwriting” in this prospectus supplement for additional information regarding compensation payable to the underwriters. Delivery of the shares of common stock andpre-fundedwarrants is expected to be made on or about November13, 2025. We have granted theunderwriters an option for a period of 30 days to purchase up to an additional 4,545,600 shares of our common stock at the public offering price less theunderwriting discounts and commissions. If the underwriters exercise their option in full, the total underwriting discounts and commissions payable byus will be approximately $3.5million and the total proceeds to us, after deducting underwriting discounts and commissions and before offering expensespayable by us will be approximately $54.0million. Joint Bookrunning Managers Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSDILUTIONDESCRIPTION OFPRE-FUNDEDWARRANTSMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE In making your investment decision, you should rely only on the information contained in or incorporated by reference into this prospectussupplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us. Neither we nor the underwritershave authorized anyone to provide any information or to make any representations other than those contained or incorporated by referenceinto this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us. If anyoneprovides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters take responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. This prospectus supplement is an offer to sell only the securities offered hereby, but only under the circumstances and in the jurisdictions whereit is lawful to do so. We are not, and the underwriters are not, making an offer to sell the securities described in this prospectus supplement inany jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to doso or to anyone to whom it is unlawful to make an offer or solicitation. Neither this prospectus supplement nor the accompanying prospectusconstitutes an offer, or an invitation on our behalf or on behalf Table of Contents of the underwriters, to subscribe for and purchase any of the securities and may not be used for or in connection with any offer or solicitationby anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such anoff