Sec Form 13G Filing - BIOTECHNOLOGY VALUE FUND L P filing for Eledon Pharmaceuticals Inc. (ELDN) - 2024-02-14

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 8)¹

 

Eledon Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

28617K101

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

	1		NAME OF REPORTING PERSON
				Biotechnology Value Fund, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							2,330,418
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							2,330,418
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,330,418
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				9.6%
	12		TYPE OF REPORTING PERSON
				PN

  

	1		NAME OF REPORTING PERSON
				BVF I GP LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							2,330,418
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							2,330,418
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				2,330,418
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				9.6%
	12		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				Biotechnology Value Fund II, L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							1,812,558
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							1,812,558
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,812,558
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				7.5%
	12		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				BVF II GP LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							1,812,558
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							1,812,558
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,812,558
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				7.5%
	12		TYPE OF REPORTING PERSON
				OO

  

 

1

NAME OF REPORTING PERSON

Biotechnology Value Trading Fund OS LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

145,029

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

145,029

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

145,029

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 1%

12

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

BVF Partners OS Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

145,029

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

145,029

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

145,029

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Less than 1%

12

TYPE OF REPORTING PERSON

CO

  

 

	1		NAME OF REPORTING PERSON
				BVF GP Holdings LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Cayman Islands
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							4,142,976
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							4,142,976
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				4,142,976
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				17.1%
	12		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				BV F Partners L.P.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							4,326,710
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							4,326,710
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				4,326,710
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				17.9%
	12		TYPE OF REPORTING PERSON
				PN, IA

  

 

	1		NAME OF REPORTING PERSON
				BVF Inc.
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							4,326,710
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							4,326,710
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				4,326,710
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				17.9%
	12		TYPE OF REPORTING PERSON
				CO

  

 

	1		NAME OF REPORTING PERSON
				Mark N. Lampert
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☒
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				United States
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							0
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							4,326,710
PERSON WITH				7		SOLE DISPOSITIVE POWER
							0
				8		SHARED DISPOSITIVE POWER
							4,326,710
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				4,326,710
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				17.9%
	12		TYPE OF REPORTING PERSON
				IN

  

 

Item 1(a).

Name of Issuer:

 

Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

19900 MacArthur Blvd., Suite 550

Irvine, California 92612

 

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

 

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

 

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

 

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

 

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.001 par value (the “Shares”)

 

Item 2(e).

CUSIP Number:

 

28617K101

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

		/x/	Not applicable.
	(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
	(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
	(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
	(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
	(j)	/ /	A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership

 

(a)

Amount beneficially owned:

 

As of the close of business on December 31, 2023, the Reporting Persons and a certain Partners managed account (the “Partners Managed Account”) held an aggregate of 4,419.93 shares of Series X Convertible Preferred Stock (the “Series X Preferred”), convertible for an aggregate of 245,552 Shares. Each share of the Series X Preferred is convertible into 55.5556 Shares. The Series X Preferred may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the number of Shares then issued and outstanding (the “Series X Blocker”). As of the close of business on December 31, 2023, the Series X Blocker prohibits the conversion of all of the Series X Preferred held by the Reporting Persons and the Partners Managed Account.

 

As of the close of business on December 31, 2023, the Reporting Persons and the Partners Managed Account held an aggregate of 110,086.152 shares of Series X¹ Convertible Preferred Stock (the “Series X¹ Preferred”), convertible for an aggregate of 6,115,902 Shares. Each share of the Series X¹ Preferred is convertible into 55.5556 Shares. The Series X¹ Preferred may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the number of shares of Shares then issued and outstanding (the “Series X¹ Preferred Blocker”). As of the close of business on December 31, 2023, the Series X¹ Blocker prohibits the conversion of all of the Series X¹ Preferred held by the Reporting Persons and the Partners Managed Account.

 

As of the close of business on December 31, 2023, the Reporting Persons and the Partners Managed Account held an aggregate of 4,353,270 Prefunded-Warrants (the “Pre-funded Warrants”) exercisable into an aggregate of 4,353,270 Shares. Each Pre-funded Warrant has a strike price per Share of $0.001 and expires on December 31, 2030. Subject to limited exceptions, a holder of the Pre-funded Warrants will not have the right to exercise any portion of its Pre-funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the “Pre-funded Blocker”). As of the close of business on December 31, 2023, the Pre-funded Blocker prohibits the exercise of all of the Pre-funded Warrants held by the Reporting Persons and the Partners Managed Account.

 

As of the close of business on December 31, 2023, the Reporting Persons and the Partners Managed Account held an aggregate of 161,549 Warrants (the “Private Placement Warrants”) exercisable into an aggregate of 161,549 Shares. Each Private Placement Warrant has a strike price per Share of $12.96 and expires on July 14, 2025. Subject to limited exceptions, a holder of the Private Placement Warrants will not have the right to exercise any portion of its Private Placement Warrants if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the “Private Placement Blocker”). As of the close of business on December 31, 2023, the Private Placement Blocker prohibits the exercise of all of the Private Placement Warrants held by the Reporting Persons and the Partners Managed Account.

 

As of the close of business on December 31, 2023, the Reporting Persons and the Partners Managed Account held an aggregate of 2,788 Warrants (the “Series X¹ Preferred Warrants”) exercisable into Series X¹ Preferred, which are, in turn, convertible into an aggregate of 2,788,000 Shares. Each Series X¹ Preferred Warrant has a strike price per Share of $8,962.74 and expires on September 14, 2025. Subject to limited exceptions, a holder of Series X¹ Preferred Warrants will not have the right to exercise any portion of its Series X¹ Preferred Warrants if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the “Series X¹ Preferred Warrant Blocker”). As of the close of business on December 31, 2023, the Series X¹ Preferred Warrant Blocker prohibits the exercise of all of the Series X¹ Preferred Warrants held by the Reporting Persons and the Partners Managed Account.

 

As of the close of business on December 31, 2023, the Reporting Persons and the Partners Managed Account held an aggregate of 5,844,153 Tranche A Warrants (the “Tranche A Warrants”) exercisable into an aggregate of 5,844,153 Shares or Pre-funded Warrants (the “Tranche A Pre-funded Warrants”) in lieu thereof. The Tranche A Warrants are exercisable at any time at a price of $3.00 per Share and expire on May 5, 2028. The Tranche A Warrants may be exercised for, at the holder’s discretion, either (i) Shares or (ii) in the event that the Tranche A Blocker (as defined below) applies, a Tranche A Pre-funded Warrant to purchase a number of Shares equal to the number of Shares as to which the Tranche A Warrant is being exercised. A holder of Tranche A Warrants will not have the right to exercise any portion of such warrants for Shares if the holder of such warrants, together with its Attribution Parties (as defined in the Form of Tranche A Warrant to Purchase Common Stock or Pre-Funded Warrants), would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the “Tranche A Blocker”). As of the close of business on December 31, 2023, the Tranche A Blocker prohibits the exercise of all of the Tranche A Warrants held by the Reporting Persons and the Partners Managed Account into Shares. The Tranche A Pre-funded Warrants are exercisable at any time at a price of $0.001 per Share and do not expire. A holder of Tranche A Pre-funded Warrants will not have the right to exercise any portion of such warrants to the extent that after giving effect to such issuance after exercise, the holder of such warrants, together with its Attribution Parties (as defined in the Form of Pre-Funded Warrant to Purchase Common Stock), would beneficially own in excess of 9.99% of the outstanding Shares (the “Tranche A Pre-funded Warrants Blocker”). As of December 31, 2023, to the extent the Reporting Persons and the Partners Managed Account exercised the Tranche A Warrants held by them for Tranche A Pre-funded Warrants, the Tranche A Pre-funded Warrants Blocker would prohibit the exercise of all such Tranche A Pre-funded Warrants into Shares.

 

As of the close of business on December 31, 2023 (i) BVF beneficially owned 2,330,418 Shares, excluding (a) 122,833 Shares underlying the Series X Preferred held by it, (b) 3,214,437 Shares underlying the Series X¹ Preferred held by it, (c) 2,283,311 Shares underlying the Pre-funded Warrants held by it, (d) 79,500 Shares underlying the Private Placement Warrants held by it, (e) 1,453,000 Shares underlying the Series X¹ Preferred Warrants, which are, in turn convertible into Series X¹ Preferred, held by it, and (f) 3,084,090 Shares underlying the Tranche A Warrants held by it, (ii) BVF2 beneficially owned 1,812,558 Shares, excluding (a) 96,611 Shares underlying the Series X Preferred held by it, (b) 2,374,987 Shares underlying the Series X¹ Preferred held by it, (c) 1,809,308 Shares underlying the Pre-funded Warrants held by it, (d) 64,549 Shares underlying the Private Placement Warrants held by it, (e) 1,086,000 Shares underlying the Series X¹ Preferred Warrants, which are, in turn convertible into Series X¹ Preferred, held by it, and (f) 2,446,209 Shares underlying the Tranche A Warrants held by it, and (iii) Trading Fund OS beneficially owned 145,029 Shares, excluding (a) 19,222 Shares underlying the Series X Preferred held by it, (b) 424,169 Shares underlying the Series X¹ Preferred held by it, (c) 205,888 Shares underlying the Pre-funded Warrants held by it, (d) 11,415 Shares underlying the Private Placement Warrants held by it, (e) 189,000 Shares underlying the Series X¹ Preferred Warrants, which are, in turn convertible into Series X¹ Preferred, held by it, and (f) 252,291 Shares underlying the Tranche A Warrants held by it.