of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Unregistered Sales of Equity Securities. On December 30, 2025, Eledon Pharmaceuticals, Inc. (the “Company”) entered into an exchange agreement with Coastlands Capital Partners LP (the “Holder”), pursuant to which the Holder agreed to exchange 4,203,764 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for a pre-funded warrant to purchase up to 4,203,764 shares of Common Stock (the “Exchange Warrant” and such exchange of Common Stock for the Exchange Warran…

of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On November 12, 2025, Eledon Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners, LLC, as representative of the several underwriters named therein (the “Underwriters”), in connection with the underwritten public offering and sale by the Company (the “Offering”) of 15,152,485 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common S…

Results of Operations and Financial Condition. On November 6, 2025, Eledon Pharmaceuticals, Inc. (the “Company”) issued a press release announcing that its estimated cash, cash equivalents, and short-term investments as of September 30, 2025 was approximately $93.4 million. This amount is unaudited and preliminary and is subject to completion of financial closing procedures, including the completion of management’s review. As a result, this amount reflects the Company’s preliminary estimate w…

of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. Change of Accounting for Non-Voting Convertible Preferred Stock 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, 2025, the Company, reassessed the rights and preferences of its Series X and Series X 1 non-voting convertible preferred stock, $0.001 par value (“Preferred Stock”), and conc…

of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of Form 8-K of Eledon Pharmaceuticals, Inc. dated April, 7, 2025 and are in agreement with those statements. /s/ Crowe LLP Los Angeles, California cc: Mr. John McBride Audit Committee Chairman Eledon Pharmaceuticals, Inc.

Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm. The Audit Committee of the Board of Directors (the “Audit Committee”) of Eledon Pharmaceuticals, Inc. (the “Company”) approved the dismissal of Crowe LLP (“Crowe”) as the Company’s independent registered public accounting firm and dismissed Crowe on April 1, 2025. During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023 and during the subsequent…

of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

CEO — David-Alexandre Gros: Amended the Performance Bonus market value cap in Dr. Gros' employment agreement.

of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On October 29, 2024, Eledon Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners, LLC, as representative of the several underwriters named therein (the “Underwriters”) in connection with the underwritten offering, issuance and sale by the Company (the “Offering”) of 18,356,173 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock…

Unregistered Sales of Equity Securities. On September 30, 2024 and October 1, 2024, Eledon Pharmaceuticals, Inc. (the “Company”) completed the sale of 1,527,400 and 200,000 shares, respectively, of its common stock, $0.001 par value per share, pursuant to a third closing contemplated under the Securities Purchase Agreement, dated April 28, 2023, by and among the Company and certain institutional and accredited investors. The sales resulted in gross proceeds to the Company of approximately $4.…

or 7.01 of Form 8-K or to provide disclosure pursuant to

of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. Change of Accounting for Warrant Derivative Liabilities On May 20, 2024, the partners and professional staff of KMJ Corbin & Company LLP (“KMJ”), which was engaged as the Company's independent registered public accounting firm joined Crowe LLP (“Crowe”). In connection with this transition, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) dismissed K…

Changes in Registrant’s Certifying Accountant. On May 20, 2024, the partners and professional staff of KMJ Corbin & Company LLP (“KMJ”), which was engaged as the independent registered public accounting firm of Eledon Pharmaceuticals, Inc. (the “Company”), joined Crowe LLP (“Crowe”). In connection with this transition, the Audit Committee of the Board of Directors of the Company dismissed KMJ as the Company's independent registered public accounting firm on July 10, 2024. On July 10, 2024, fo…

The filing pertains to an amendment of the company's long-term incentive plan, which is a routine corporate action.

Unregistered Sales of Equity Securities. On July 8, 2024, Eledon Pharmaceuticals, Inc. (the “Company”) completed the sale of 909,088 shares of its common stock, $0.001 par value per share, pursuant to a second closing contemplated under the Securities Purchase Agreement, dated April 28, 2023, by and among the Company and certain institutional and accredited investors. The sale resulted in gross proceeds to the Company of approximately $2.1 million. The shares were sold pursuant to the exempti…

of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Unregistered Sales of Equity Securities. The information contained in