Item 3.02 Unregistered Sales of Equity Securities

On January 11, 2022, Eledon Pharmaceuticals, Inc. (the "Company"), entered into an exchange agreement (the "Series X1 Exchange Agreement") with Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P. , MSI BVF SPV, L.L.C. (the "BVF Exchanging Stockholders"), pursuant to which the Exchanging Stockholders exchanged (the "Exchange") 550,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), for 9,899.99 shares of Series X1 Preferred Stock (the "Series X1 Preferred Stock").

The Series X1 Preferred Stock was issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.

Following the Exchanges, the Company has 13,756,788 shares of Common Stock outstanding and approximately 117,970 shares of Series X1 Preferred Stock outstanding, which are convertible into 6,553,894 shares of Common Stock (after rounding for fractional shares and subject to beneficial ownership conversion blockers).

The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by references to the full text of the Exchange Agreement, which is filed as an exhibit to this Report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit Number Description



     10.1        Series X1 Exchange Agreement, dated January 11, 2022, by and among
               Eledon Pharmaceuticals, Inc. and the Stockholders named therein

     104       Cover Page Interactive Data File (embedded within the Inline XBRL
               document)







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