Item 3.02 Unregistered Sales of Equity Securities.

On December 31, 2020, Eledon Pharmaceuticals, Inc. (the "Company"), previously Novus Therapeutics, Inc., entered into an exchange agreement (the "Series X 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") and Cormorant Global Healthcare Master Fund, LP (together with the BVF Exchanging Stockholders, the "Exchanging Stockholders"), pursuant to which the Exchanging Stockholders exchanged (the "Series X Exchange") 344,666 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), for 6,203.98 shares of Series X Convertible Preferred Stock (the "Series X Preferred Stock").

In addition, on December 31, 2020 the Company entered into an exchange agreement (the "Warrant Exchange Agreement," and together with the Series X Exchange Agreement, the "Exchange Agreements") with the BVF Exchanging Stockholders, pursuant to which the BVF Exchanging Stockholders exchanged (the "Warrant Exchange," and together with the Series X Exchange, "the Exchanges") 509,117 shares of the Common Stock for one or more pre-funded warrants to purchase an aggregate of 509,117 shares of the Common Stock at a nominal exercise price (the "Warrants").

The Series X Preferred Stock and the Warrants were 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 14,306,614 shares of Common Stock outstanding and 6,203.98 shares of Series X Preferred Stock outstanding, which are convertible into 344,663 shares of Common Stock (after rounding for fractional shares).

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

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



 10.1       Series X Exchange Agreement, dated December 31, 2020, by and among
          Novus Therapeutics, Inc. and the Stockholders named therein

 10.2       Warrant Exchange Agreement, dated December 31, 2020, by and among
          Novus Therapeutics, Inc. and the Stockholders named therein

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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses