XML 8 R1.htm IDEA: XBRL DOCUMENT
v3.24.2.u1

Document and Entity Information - shares | 3 Months Ended |
--- | --- | ---
Mar. 31, 2024 | May 10, 2024
Document Information [Line Items] |  |
Document Type | 10-Q/A |
Amendment Flag | true |
Amendment Description | In this Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”), unless the context requires otherwise, “Eledon”, the “Company”, “we”, “our", and “us” means Eledon Pharmaceuticals, Inc. (formerly Novus Therapeutics, Inc.) and all of its wholly-owned subsidiaries.This Amendment No. 1 amends the Quarterly Report on Form 10-Q of Eledon Pharmaceuticals, Inc. for the three months ended March 30, 2024 as filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024 (the “Original Report”). On May 20, 2024, the partners and professional staff of KMJ Corbin & Company LLP (“KMJ”) departed KMJ, which was engaged as the independent registered public accounting firm of the Company and joined Crowe LLP (“Crowe”). In connection with this transition, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) dismissed KMJ as the Company's independent registered public accounting firm on July 10, 2024. On July 10, 2024, following the dismissal of KMJ, the Company, through and with the approval of its Audit Committee, appointed Crowe as its independent registered public accounting firm. In the course of preparing the Company’s unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2024, the Company, in consultation with Crowe, determined that a correction was necessary with respect to the Company’s reporting and recording of the fair value of (i) certain common stock warrants (the “Common Warrants”) issued by the Company in May 2023 pursuant to a Securities Purchase Agreement dated as of April 28, 2023 by and among the Company and certain institutional and accredited investors (the “Securities Purchase Agreement”), and (ii) the potential issuance of pre-funded warrants in lieu of additional shares of common stock, $0.001 par value per share (the “Subsequent Closing Warrants”), issuable by the Company in a second closing and a third closing of the Securities Purchase Agreement contingent upon the satisfaction or waiver of certain specified conditions set forth therein. This correction relates to a determination that the Common Warrants and the Subsequent Closing Warrants do not meet the conditions to be classified as equity instruments under Accounting Standards Codification 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” and must instead be recorded as liabilities on the Company’s consolidated balance sheet at their fair value for each reporting period.On August 13, 2024, the Company’s management and the Audit Committee concluded that the previously issued (i) audited consolidated financial statements as of and for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024 and amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 26, 2024 (together, the “2023 10-K”), and (ii) unaudited condensed consolidated financial statements as of and for (a) the three months ended March 31, 2024 included in the Original Report, (b) the three and nine months ended September 30, 2023 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023 and (c) the three and six months ended June 30, 2023 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023 (together, the “Impacted Reports”) were each materially misstated. As a result, the Company’s management and the Audit Committee further determined on August 13, 2024 that the Impacted Reports require restatement (the "Restatement") and should no longer be relied upon. In connection with this Restatement of the Company’s previously-filed consolidated financial statements, the Company has also determined that a material weakness existed in its internal control over financial reporting as disclosed in Item 4. Controls and Procedures of this Amendment No. 1. In addition, KMJ notified the Company on August 13, 2024 that its Report of Independent Registered Public Accounting Firm dated March 28, 2024 on the consolidated financial statements of the Company as of and for the year ended December 31, 2023 should no longer be relied on.The Company has not filed, and does not intend to file, amendments to the Quarterly Reports on Form 10-Q for the quarters ended June 30, 2023 or September 30, 2023 (the “Impacted 2023 Quarterly Reports”). Accordingly, investors should rely only on the financial information and other disclosures regarding these restated periods included in Amendment No. 2 to the 2023 Form 10-K that the Company has filed with the SEC. The financial information that has been previously filed or otherwise reported for the periods covered by the Impacted Reports is superseded by the information in Amendment No. 2 to the 2023 Form 10-K (as to the fiscal year ended December 31, 2023 and, solely with respect to the information included under the caption “Restatement of Interim Financial Information” in Note 13 of the Notes to Consolidated Financial Statements included in Amendment No. 2 to the 2023 Form 10-K, as to the information included in the Impacted 2023 Quarterly Reports), as well as by this Amendment No. 1 (as to the three months ended March 31, 2024 included in the Original Report), as applicable. The errors did not result in any impact on the Company’s cash and short-term investment position, cash runway, or operations.This Amendment No. 1 presents the Original Report, as amended and restated to date, with further modifications as necessary to reflect the Restatement. The following items have been amended to reflect the Restatement:•Item 1. Financial Information•Item 2. Management’s discussion and analysis of financial condition and results of operations.•Item 4. Controls and Procedures•Item 1A. Risk FactorsIn addition, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 6 of Part II of the Original Report is being amended and restated solely to include as exhibits the certifications of our principal executive officer and principal financial officer required by Rule 13a-14(a) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). Except as otherwise expressly noted herein, this Amendment No. 1 does not amend, modify or update any other information set forth in the Original Report. Furthermore, this Amendment No. 1 does not change any previously reported financial results, except as necessary to reflect the Restatement, nor does it reflect events occurring after the filing date of the Original Report. Information not affected by this Amendment No. 1 remains unchanged and reflects the disclosures made at the time the Original Report was filed. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Report, including any amendment to those filings. |
Document Period End Date | Mar. 31, 2024 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | ELDN |
Entity Registrant Name | ELEDON PHARMACEUTICALS, INC. |
Entity Central Index Key | 0001404281 |
Entity Current Reporting Status | Yes |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Shell Company | false |
Entity Emerging Growth Company | false |
Entity Common Stock, Shares Outstanding |  | 38,506,614
Entity File Number | 001-36620 |
Entity Tax Identification Number | 20-1000967 |
Entity Address, Address Line One | 19800 MacArthur Blvd |
Entity Address, Address Line Two | Suite 250 |
Entity Address, City or Town | Irvine |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92612 |
City Area Code | (949) |
Local Phone Number | 238-8090 |
Document Quarterly Report | true |
Document Transition Report | false |
Entity Incorporation, State or Country Code | DE |
Title of 12(b) Security | Common Stock, $0.001 par value |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Former Address [Member] |  |
Document Information [Line Items] |  |
Entity Address, Address Line One | 19900 MacArthur Boulevard |
Entity Address, Address Line Two | Suite 550 |
Entity Address, City or Town | Irvine |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92612 |

X
- Definition Description of changes contained within amended document. + References No definition available. + Details
Name: | dei_AmendmentDescription
Namespace Prefix: | dei_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Boolean flag that is true when the XBRL content amends previously-filed or accepted submission. + References No definition available. + Details
Name: | dei_AmendmentFlag
Namespace Prefix: | dei_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- Definition Area code of city + References No definition available. + Details
Name: | dei_CityAreaCode
Namespace Prefix: | dei_
Data Type: | xbrli:normalizedStringItemType
Balance Type: | na
Period Type: | duration

X
- Definition End date of current fiscal year in the format --MM-DD. + References No definition available. + Details
Name: | dei_CurrentFiscalYearEndDate
Namespace Prefix: | dei_
Data Type: | xbrli:gMonthDayItemType
Balance Type: | na
Period Type: | duration

X
- Definition Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY. + References No definition available. + Details
Name: | dei_DocumentFiscalPeriodFocus
Namespace Prefix: | dei_
Data Type: | dei:fiscalPeriodItemType
Balance Type: | na
Period Type: | duration

X
- Definition This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. + References No definition available. + Details
Name: | dei_DocumentFiscalYearFocus
Namespace Prefix: | dei_
Data Type: | xbrli:gYearItemType
Balance Type: | na
Period Type: | duration

X
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. + References No definition available. + Details
Name: | dei_DocumentInformationLineItems
Namespace Prefix: | dei_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD. + References No definition available. + Details
Name: | dei_DocumentPeriodEndDate
Namespace Prefix: | dei_
Data Type: | xbrli:dateItemType
Balance Type: | na
Period Type: | duration

X
- Definition Boolean flag that is true only for a form used as an quarterly report. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-Q -Number 240 -Section 308 -Subsection a + Details
Name: | dei_DocumentQuarterlyReport
Namespace Prefix: | dei_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- Definition Boolean flag that is true only for a form used as a transition report. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Forms 10-K, 10-Q, 20-F -Number 240 -Section 13 -Subsection a-1 + Details
Name: | dei_DocumentTransitionReport
Namespace Prefix: | dei_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- Definition The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'. + References No definition available. + Details
Name: | dei_DocumentType
Namespace Prefix: | dei_
Data Type: | dei:submissionTypeItemType
Balance Type: | na
Period Type: | duration

X
- Definition Address Line 1 such as Attn, Building Name, Street Name + References No definition available. + Details
Name: | dei_EntityAddressAddressLine1
Namespace Prefix: | dei_
Data Type: | xbrli:normalizedStringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Address Line 2 such as Street or Suite number + References No definition available. + Details
Name: | dei_EntityAddressAddressLine2
Namespace Prefix: | dei_
Data Type: | xbrli:normalizedStringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Name of the City or Town + References No definition available. + Details
Name: | dei_EntityAddressCityOrTown
Namespace Prefix: | dei_
Data Type: | xbrli:normalizedStringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Code for the postal or zip code + References No definition available. + Details
Name: | dei_EntityAddressPostalZipCode
Namespace Prefix: | dei_
Data Type: | xbrli:normalizedStringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Name of the state or province. + References No definition available. + Details
Name: | dei_EntityAddressStateOrProvince
Namespace Prefix: | dei_
Data Type: | dei:stateOrProvinceItemType
Balance Type: | na
Period Type: | duration

X
- Definition A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details
Name: | dei_EntityCentralIndexKey
Namespace Prefix: | dei_
Data Type: | dei:centralIndexKeyItemType
Balance Type: | na
Period Type: | duration

X
- Definition Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. + References No definition available. + Details
Name: | dei_EntityCommonStockSharesOutstanding
Namespace Prefix: | dei_
Data Type: | xbrli:sharesItemType
Balance Type: | na
Period Type: | instant

X
- Definition Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. + References No definition available. + Details
Name: | dei_EntityCurrentReportingStatus
Namespace Prefix: | dei_
Data Type: | dei:yesNoItemType
Balance Type: | na
Period Type: | duration

X
- Definition Indicate if registrant meets the emerging growth company criteria. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details
Name: | dei_EntityEmergingGrowthCompany
Namespace Prefix: | dei_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- Definition Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen. + References No definition available. + Details
Name: | dei_EntityFileNumber
Namespace Prefix: | dei_
Data Type: | dei:fileNumberItemType
Balance Type: | na
Period Type: | duration

X
- Definition Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details
Name: | dei_EntityFilerCategory
Namespace Prefix: | dei_
Data Type: | dei:filerCategoryItemType
Balance Type: | na
Period Type: | duration

X
- Definition Two-character EDGAR code representing the state or country of incorporation. + References No definition available. + Details
Name: | dei_EntityIncorporationStateCountryCode
Namespace Prefix: | dei_
Data Type: | dei:edgarStateCountryItemType
Balance Type: | na
Period Type: | duration

X
- Definition Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-T -Number 232 -Section 405 + Details
Name: | dei_EntityInteractiveDataCurrent
Namespace Prefix: | dei_
Data Type: | dei:yesNoItemType
Balance Type: | na
Period Type: | duration

X
- Definition The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details
Name: | dei_EntityRegistrantName
Namespace Prefix: | dei_
Data Type: | xbrli:normalizedStringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details
Name: | dei_EntityShellCompany
Namespace Prefix: | dei_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- Definition Indicates that the company is a Smaller Reporting Company (SRC). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details
Name: | dei_EntitySmallBusiness
Namespace Prefix: | dei_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- Definition The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details
Name: | dei_EntityTaxIdentificationNumber
Namespace Prefix: | dei_
Data Type: | dei:employerIdItemType
Balance Type: | na
Period Type: | duration

X
- Definition Local phone number for entity. + References No definition available. + Details
Name: | dei_LocalPhoneNumber
Namespace Prefix: | dei_
Data Type: | xbrli:normalizedStringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Title of a 12(b) registered security. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b + Details
Name: | dei_Security12bTitle
Namespace Prefix: | dei_
Data Type: | dei:securityTitleItemType
Balance Type: | na
Period Type: | duration

X
- Definition Name of the Exchange on which a security is registered. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1 + Details
Name: | dei_SecurityExchangeName
Namespace Prefix: | dei_
Data Type: | dei:edgarExchangeCodeItemType
Balance Type: | na
Period Type: | duration

X
- Definition Trading symbol of an instrument as listed on an exchange. + References No definition available. + Details
Name: | dei_TradingSymbol
Namespace Prefix: | dei_
Data Type: | dei:tradingSymbolItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | dei_EntityAddressesAddressTypeAxis=dei_FormerAddressMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |