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Document and Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Aug. 13, 2025
Jun. 30, 2024
Cover [Abstract]        
Document Type 10-K/A      
Amendment Flag true      
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] true      
Document Financial Statement Restatement Recovery Analysis [Flag] true      
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 sheet of Eledon Pharmaceuticals, Inc. (the "Company") as of December 31, 2024, and the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for the year ended December 31, 2024, 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.

Explanatory Paragraph – Restatement

As discussed in Note 12 to the financial statements, the 2024 financial statements have been restated to correct a misstatement.

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 provides 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, convertible stock and stockholders’ equity (deficit) 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 year 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, that was filed with the Securities and Exchange Commission on April 29, 2025, are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K. 		     
Amendment Description In this Amendment No. 1 on Form 10-K/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 Annual Report on Form 10-K of Eledon Pharmaceuticals, Inc. for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2025 (the “Original Report”) to restate for the effects of material errors in the previously issued financial statements as of and for the years ended December 31, 2024 and 2023. See Note 1. Description of Business (As Restated) and Note 12. Restatement of Previously Issued Consolidated Financial Statements of the Notes to Financial Statements included in this Amendment No. 1 for additional information and reconciliation of the previously reported amounts to the restated amounts.The Company has not filed, and does not intend to file, amendments to the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 or September 30, 2024 (the “Impacted 2024 Quarterly Reports”), which will be restated prospectively with the corresponding 2025 quarterly filings. Accordingly, investors should rely only on the financial information and other disclosures regarding these restated periods in this Amendment No. 1 or in future filings with the SEC (as applicable), and not on any previously issued or filed reports, earnings releases or similar communications relating to these periods. The financial information that has been previously filed or otherwise reported for the periods covered by the Original Report and the Impacted 2024 Quarterly Reports is superseded by the information in this Amendment No. 1 (as to the fiscal years ended December 31, 2024 and December 31, 2023 included in the Original Report, and, solely with respect to the information included under the caption “Restatement of Interim Financial Information” in Note 12 of the Notes to Consolidated Financial Statements included in this Amendment No. 1, as to the information included in the Impacted 2024 Quarterly Reports) as well as by the restated financial information related to the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 that will be included prospectively in the corresponding 2025 quarterly filings. The Company also expects to file an amendment to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “2025 Form 10-Q” and, together with the Original Report and the Impacted 2024 Quarterly Reports, the “Impacted Reports”) to restate the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2025 and March 31, 2024 included in the 2025 Form 10-Q with respect to the material errors described in Note 1 and Note 12 under the caption “Restatement of Previously Issued Consolidated Financial Statements.” The errors did not result in any impact on the Company’s cash and short-term investment position, liquidity, or results of operations.This Amendment No. 1 presents the Original Report, as amended and restated to date, with further modifications as necessary to reflect the restatement described herein. The following items have been amended to reflect the restatement:•Item 1A. Risk Factors•Item 8. Financial Statements and Supplementary Data•Item 9A. Controls and ProceduresThe information required by Items 10, 11, 12, 13 and 14 of Part III of this Report is incorporated by reference to the Company’s definitive proxy statement, which was filed with the SEC on April 29, 2025 (the “2025 Proxy Statement”). The information contained in the 2025 Proxy Statement is not impacted by the restatement described herein. In addition, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 15 of Part IV 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 described herein, 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.