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Document and Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Mar. 17, 2025
Jun. 30, 2024
Cover [Abstract]        
Document Type 10-K      
Amendment Flag false      
Document Period End Date Dec. 31, 2024      
Document Fiscal Year Focus 2024      
Document Fiscal Period Focus FY      
Trading Symbol ELDN      
Entity Registrant Name ELEDON PHARMACEUTICALS, INC.      
Entity Central Index Key 0001404281      
Current Fiscal Year End Date --12-31      
Entity Well-known Seasoned Issuer No      
Entity Current Reporting Status Yes      
Entity Interactive Data Current Yes      
Entity Voluntary Filers No      
Entity Filer Category Non-accelerated Filer      
Entity Small Business true      
Document Financial Statement Error Correction [Flag] false      
Entity Shell Company false      
Entity Emerging Growth Company false      
Entity File Number 001-36620      
Entity Tax Identification Number 20-1000967      
Entity Address, Address Line One 19800 MacArthur Boulevard      
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      
Entity Incorporation, State or Country Code DE      
Document Annual Report true      
Document Transition Report false      
ICFR Auditor Attestation Flag false      
Title of 12(b) Security Common Stock, $0.001 par value      
Security Exchange Name NASDAQ      
Entity Common Stock, Shares Outstanding     59,881,775  
Entity Public Float       $ 64,885,717
Auditor Firm ID 173 170    
Auditor Name Crowe LLP KMJ Corbin & Company LLP    
Auditor Location Los Angeles, CA Glendora, California    
Auditor Opinion

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Issuer (the "Company") as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Company as of December 31, 2023, were audited by other auditors whose report dated March 28, 2024, except for the effects of the Restatement disclosed in Note 13, as to which the date is August 19, 2024, expressed an unqualified opinion on those statements.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provided a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Classification and Valuation of Pre-Funded Warrants

As described in Note 2, Summary of Significant Accounting Policies, and Note 8, Stockholder’s Equity, to the consolidated financial statements, the Company accounts for issued pre-funded warrants either as a liability or equity in accordance with ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity. Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period with any change in the fair value of the warrants recorded in the consolidated statements of operations and comprehensive loss as a gain or loss. The Common Warrants and the Subsequent Closing Warrants (as defined in Note 8) issued in the 2023 Private Placement are liability classified and recorded at fair value using the Black-Scholes option-pricing model at issuance, with any subsequent changes in fair value recognized in the

consolidated statements of operations. Determining the proper classification of pre-funded warrants as either a derivative liability or as equity instruments requires significant management judgment in assessing the specific terms and conditions. The valuation of the derivative liability for liability classified pre-funded warrants also requires management judgment in determining the fair value.

The classification and valuation of warrants was determined to be a critical audit matter because of the complexity and significant judgment involved in determining the accounting for the pre-funded warrants and the significant audit effort, including the use of specialists, in assessing management’s conclusions and inputs to its calculation of fair value.

Our audit procedures to evaluate the classification and fair market value of the pre-funded warrants included:

•
Obtaining and inspecting the securities purchase agreements to evaluate the contractual terms of the pre-funded warrants.
•
Evaluating management's technical accounting analysis on the classification of the pre-funded warrants.
•
Consulting with specialists on the classification and valuation of the pre-funded warrants.

Developing an independent expectation of the valuation of the liability-classified warrants to compare to management’s valuation.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Eledon Pharmaceuticals, Inc. (the “Company”) as of December 31, 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

      
Documents Incorporated by Reference

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2024, are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K.