Eledon Pharmaceuticals Inc 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period fromtoCommission file number001-36620ELEDON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation of the effectiveness of its internal control over financial reporting under Section 404(b) of Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by registered public accounting firm that prepared or issued its audit report☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’scommon stock held by non-affiliates was $145,168,781, based on the last reported sale price of such stock on the Nasdaq Global Market as of such date.As of March 13, 2026 the registrant had 75,851,722, shares of Common Stock, $0.001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, which the registrant intends to file pursuant to Regulation14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2025, are incorporated by referenceinto Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K. INDEX PART I ITEM 1.BusinessITEM 1A.Risk FactorsITEM 1B.Unresolved Staff CommentsITEM 1C.CybersecurityITEM 2.PropertiesITEM 3.Legal ProceedingsITEM 4.Mine Safety Disclosures PART IIMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity ITEM 5.Securities51ITEM 6.Reserved51ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations52ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk62ITEM 8.Financial Statements and Supplementary Data63ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure63ITEM 9A.Controls and Procedures63ITEM 9B.Other Information64ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection64 PART IIIDirectors, Executive Officers and Corporate Governance ITEM 10.65ITEM 11.Executive Compensation65ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters65ITEM 13.Certain Relationships and Related Transactions, and Director Independence65ITEM 14.Principal Accountant Fees and Services65 PART IV ITEM 15.Exhibits and Financial Statement SchedulesITEM 16.Form 10-K SummarySignaturesIndex to Financial Statements EXPLANATORY NOTE In this Annual Report on Form 10-K, Annual Report, unless the context requires otherwise, “Eledon”, the “Company”,“we”, “our”, and “us” means Eledon Pharmaceuticals, Inc. (formerly Novus Therapeutics, Inc.) and all wholly ownedsubsidiaries. Special Note Regarding Forward-Looking Statements This Annual Report on Form 10-K contains “forward-l