0000950170-24-098590 | 10-Q | XBRL Viewer | Eledon Pharmaceuticals INC

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Going Concern and Management's Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended				6 Months Ended
	Jul. 08, 2024	May 06, 2024	May 05, 2023	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Apr. 28, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net loss				$ (44,907)	$ (23,631)	$ (65,760)	$ (10,772)	$ (68,538)	$ (76,532)
Net cash used in Operating Activities								16,515	18,145
Accumulated deficit				(387,940)		$ (279,397)		(387,940)	$ (279,397)	$ (319,402)
Cash and cash equivalents and short-term investments				$ 83,600				$ 83,600
Common stock, shares issued				38,506,614				38,506,614		24,213,130
Common stock, par value				$ 0.001				$ 0.001		$ 0.001
Accredited Investor [Member] \| Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant exercise price											$ 3
Accredited Investor [Member] \| Private Placement [Member] \| Pre-funded Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant exercise price											$ 0.001
Securities Purchase Agreement Initial Closing [Member] \| Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common warrants issued			$ 35,000
Securities Purchase Agreement Initial Closing [Member] \| Private Placement [Member] \| Pre-funded Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, shares issued			6,421,350
Securities Purchase Agreement Initial Closing [Member] \| Accredited Investor [Member] \| Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common warrants issued			$ 45,500
Common stock, shares issued			8,730,168								15,151,518
Common stock, par value											$ 0.001
Common stock warrants to purchase common stock shares			15,151,518								15,151,518
Securities Purchase Agreement Second Closing [Member] \| Private Placement [Member] \| Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, shares issued	909,088
Common stock, par value	$ 0.001
Proceeds from Issuance of Common Stock	$ 2,100
Net proceeds after deducting offering costs	$ 2,000
Securities Purchase Agreement Second Closing [Member] \| Accredited Investor [Member] \| Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, shares issued											20,202,024
Securities Purchase Agreement Second and Third Closing [Member] \| Accredited Investor [Member] \| Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common warrants issued			$ 58,300
Securities Purchase Agreement [Member] \| Accredited Investor [Member] \| Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, shares issued		13,110,484
Common stock, par value		$ 0.001
Stock price per share		$ 2.37
Gross proceeds		$ 50,000
Net proceeds after deducting offering costs		$ 48,100
Securities Purchase Agreement [Member] \| Accredited Investor [Member] \| Private Placement [Member] \| Pre-funded Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock warrants to purchase common stock shares		7,989,516
Stock price per share		$ 2.369
Warrant exercise price		$ 0.001

Stock-based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 10. Stock-based Compensation

The Company recognizes compensation expense for all stock-based awards based on the grant-date estimated fair value.

The fair value of stock options is determined using the Black-Scholes option pricing model, using assumptions which are subjective and require significant judgment and estimation by management. The risk-free rate assumption was based on observed yields from governmental zero-coupon bonds with an equivalent term. The expected volatility assumption was based on historical volatilities of a group of comparable industry companies whose share prices are publicly available. The peer group was developed based on companies in the pharmaceutical industry. The expected term of stock options represents the weighted-average period that the stock options are expected to be outstanding. Because the Company does not have historical exercise behavior, the Company determined the expected life assumption using the simplified method for stock options granted to employees, which is an average of the options ordinary vesting period and the contractual term. For stock options granted to the Company’s board of directors (the “Board”), the Company determined the expected life assumption using the simplified method as the starting point with an average period of twelve (12) months added to take into account the extended range of time of 12 to 18 months that vested stock options granted to Board members may be exercised upon termination. The expected dividend assumption was based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not expect to pay dividends at any time in the foreseeable future. The Company recognizes forfeitures on an actual basis and as such did not estimate forfeitures to calculate stock-based compensation.

Restricted Stock Units (“RSUs”) are measured and recognized based on the quoted market price of our common stock on the date of grant.

As described in Note 12, on July 10, 2024, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company's 2020 Long Term Incentive Plan (the “2020 Plan”). The 2020 Plan, as amended, (i) reflects an increase in the limit on the aggregate number of shares of the Company’s common stock that may be delivered pursuant to all awards granted under the 2020 Incentive Plan by an additional 3,500,000 shares so that the new aggregate share limit under the 2020 Plan is 17,960,000 shares, and (ii) extends the date through which the Company may grant new awards under the 2020 Plan from November 15, 2030 to April 28, 2034.

On May 1, 2023, the Company issued stock option awards to its employees with both time-based and performance-based vesting requirements, totaling 7,381,857 stock options, with 1,476,372 of the granted stock options subject to the Company’s customary time-based vesting schedule. The remaining 5,905,485 stock options granted are subject to both customary time-based vesting requirements and performance-based vesting requirements that are based on the same clinical development milestones applicable to the Second and Third Closings of the 2023 Private Placement as specified in the 2023 Securities Purchase Agreement.

In December 2023, the Company amended the performance-based vesting requirements with its named executive officers and other employees that upon the Second Closing and Third Closing, a full or prorated amount of each closing installment shall vest based on the percentage of funding received relative to the total funding opportunity represented by the investors’ Second Closing and Third Closing subscription amounts. On June 13, 2024, the performance-based vesting requirement based on the milestones applicable to the Second Closing were satisfied, and 1,980,952 stock options were granted.

The 2014 Plan was closed to new grants following the initial approval of the 2020 Plan, and therefore, there were no shares reserved for issuance under the 2014 Plan as of June 30, 2024. The number of shares reserved for issuance under the 2020 Plan and ESPP was 2,988,117 and 24,077 shares, respectively, as of June 30, 2024.

Total stock-based compensation expense was recognized in our condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Research and development	$	816	$	455	$	1,166	$	852
General and administrative		2,247		1,265		3,591		2,249
Total stock-based compensation	$	3,063	$	1,720	$	4,757	$	3,101

Commitments and Contingencies - Schedule of Future Payments Under Noncancelable Operating Leases (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
2024 (remainder of)	$ 185
2025	191
2026	197
2027	100
Total minimum lease payments	673
Less imputed interest	(18)
Present value of lease liabilities	655
Less current portion of operating lease liabilities	(269)	$ (383)
Non-current operating lease liabilities	$ 386

Insider Trading Arrangements	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Description of Business - Additional Information (Detail)	Sep. 14, 2020
Anelixis [Member]
Description Of Business [Line Items]
Date of acquisition	Sep. 14, 2020

Stockholders' Equity - Schedule of Warrant Activity (Detail)	6 Months Ended
	Jun. 30, 2024 shares
Pre-funded Warrants [Member]
Class Of Warrant Or Right [Line Items]
Ending Balance	12,582,786
All Other Warrants [Member]
Class Of Warrant Or Right [Line Items]
Ending Balance	626,933
Common Stock Warrants [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	15,151,518
Issued	0
Exercised	0
Cancelled/Expired	0
Ending Balance	15,151,518
Common Stock Warrants [Member] \| Pre-funded Warrants [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	5,776,270
Issued	7,989,516
Exercised	(1,183,000)
Cancelled/Expired	0
Common Stock Warrants [Member] \| All Other Warrants [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	636,514
Issued	0
Exercised	0
Cancelled/Expired	(9,581)
Common Stock [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	21,564,302
Issued	7,989,516
Exercised	(1,183,000)
Cancelled/Expired	(9,581)
Ending Balance	28,361,237

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Table Text Block Supplement [Abstract]

Financial Instruments Measured At Fair Value On A Recurring Basis

The following table summarizes the Company's financial asset instruments measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 (in thousands). Included within cash and cash equivalents on the unaudited condensed consolidated balance sheets, but excluded from the fair value hierarchy table, are cash deposits held at financial institutions.


	June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	3,949	$	—	$	—	$	3,949
U.S. government securities		21,230		—		—		21,230
Total cash equivalents	$	25,179	$	—	$	—	$	25,179

Short-term investments:
U.S. government securities	$	—	$	47,837	$	—	$	47,837
U.S. government agency securities		—		9,734		—		9,734
Total short-term investments	$	—	$	57,571	$	—	$	57,571

Total financial assets	$	25,179	$	57,571	$	—	$	82,750


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	4,246	$	—	$	—	$	4,246
Total cash equivalents	$	4,246	$	—	$	—	$	4,246

Short-term investments:
U.S. government securities	$	—	$	33,213	$	—	$	33,213
U.S. government agency securities		—		13,277		—		13,277
Total short-term investments	$	—	$	46,490	$	—	$	46,490

Total financial assets	$	4,246	$	46,490	$	—	$	50,736

Summary of Warrant Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the Company's warrant liabilities (see Note 9) measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 (in thousands) and was based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.


	June 30, 2024
	Level 1		Level 2		Level 3		Total
Warrant liabilities	$	—	$	—	$	120,821	$	120,821


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Warrant liabilities	$	—	$	—	$	76,211	$	76,211

Schedule of Aggregate Fair Values of Warrant Liability

The following table provides a roll-forward of the aggregate fair value of the warrant liability categorized with Level 3 inputs:


	Warrants
Balance as of December 31, 2023	$	76,211
Change in fair value of warrant liabilities		44,610
Balance as of June 30, 2024	$	120,821

The change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds of $44.6 million was recorded in the condensed consolidated statement of operations and comprehensive loss for the six months ended June 30, 2024.

Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2024

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Prepaid clinical	$	2,907	$	4,128
Prepaid insurance		260		624
Prepaid other		287		185
Other current assets		157		90
Total prepaid expenses and other current assets	$	3,611	$	5,027

Fair Value Measurements - Summary of Warrant Liabilities Measured at Fair value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - Warrant Liabilities [Member] - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities measured at fair value	$ 120,821	$ 76,211
Fair Value Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Liabilities measured at fair value	$ 120,821	$ 76,211

Commitments and Contingencies - Additional Information (Detail)				3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 19, 2024 USD ($) ft²	Aug. 12, 2022	Nov. 04, 2021 ft²	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) Milestone	Jun. 30, 2023 USD ($) Milestone	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) ft²	Dec. 31, 2021 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Other Commitments [Line Items]
Rental expense				$ 100,000	$ 100,000	$ 200,000	$ 200,000
ROU assets and lease liabilities				621,000		$ 621,000		$ 365,000
Remaining term of office lease						3 years
Debt outstanding				0		$ 0
Indemnification obligations amount				0		$ 0
ALS Therapy Development Foundation, Inc. License Agreement [Member]
Other Commitments [Line Items]
Fee due for milestones achieved											$ 1,000,000.0	$ 1,000,000.0
Common stock issued in lieu of making a cash payment											$ 1,000,000.0	$ 1,000,000.0
Number of Milestones Achieved \| Milestone						0	0
Remaining milestone payments for first licensed product				6,000,000.0		$ 6,000,000.0
Annual License Maintenance Fee								$ 100,000	$ 100,000	$ 100,000
ALS Therapy Development Foundation, Inc. License Agreement [Member] \| Achievement of 500 Million Aggregate Sales [Member]
Other Commitments [Line Items]
Reaching of aggregate net sales						500,000,000.0
Amount of one-time milestone payment				15,000,000.0		15,000,000.0
ALS Therapy Development Foundation, Inc. License Agreement [Member] \| Achievement of 1 Billion Aggregate Sales [Member]
Other Commitments [Line Items]
Reaching of aggregate net sales						1,000,000,000.0
Amount of one-time milestone payment				30,000,000.0		$ 30,000,000.0
Maximum [Member]
Other Commitments [Line Items]
Remaining term of office lease						1 year
Maximum [Member] \| ALS Therapy Development Foundation, Inc. License Agreement [Member]
Other Commitments [Line Items]
Development and regulatory milestone payments				$ 2,500,000		$ 2,500,000
Irvine, California [Member]
Other Commitments [Line Items]
Area of office space \| ft²	5,817								5,197
Operating lease, term of contract	38 months
Lease expiration date	Jun. 30, 2027	Dec. 31, 2024
ROU assets and lease liabilities	$ 500,000
Burlington, Massachusetts [Member]
Other Commitments [Line Items]
Area of office space \| ft²			6,138
Lease expiration date			Nov. 20, 2024

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (44,907)	$ (23,631)	$ (65,760)	$ (10,772)	$ (68,538)	$ (76,532)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Common Share Equivalents Included from Computation of Net Loss Per Share

basic and diluted net loss per share was the same for the periods presented due to the Company’s net loss position.


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
(In thousands, except share and per share data)				(As Restated)						(As Restated)
Net loss used in the calculation of basic and diluted loss per share	$	(44,907	)	$	(65,760	)	$	(68,538	)	$	(76,532	)
Net loss per share, basic and diluted	$	(1.06	)	$	(2.74	)	$	(1.90	)	$	(3.99	)
Weighted-average number of common shares, basic and diluted		42,278,411			24,006,549			36,133,906			19,173,080

Summary of Common Share Equivalents were excluded because the Inclusion is Anti-dilutive

The computation of diluted earnings per share excludes incentive stock options, restricted stock units and warrants that are anti-dilutive. The following table provides a summary as of June 30, 2024 and 2023 of common share equivalents that were excluded because their inclusion would have been anti-dilutive.


	For the Six Months Ended June 30,
	2024		2023

Stock options outstanding and other equity awards		15,223,757		6,686,360
Common and preferred warrants outstanding		18,567,751		18,577,332
Total		33,791,508		25,263,692

Stockholders' Equity - Additional Information (Detail) - USD ($)							6 Months Ended
	Jul. 08, 2024	May 06, 2024	May 16, 2023	May 05, 2023	Apr. 28, 2023	Mar. 31, 2021	Jun. 30, 2024	Jun. 30, 2023	Jul. 11, 2024	May 09, 2024	May 07, 2024	Mar. 31, 2024	Jan. 30, 2024	Dec. 31, 2023	Nov. 06, 2023	Nov. 02, 2023	Jul. 14, 2023	Jul. 10, 2023
Class Of Stock [Line Items]
Debt outstanding							$ 0
Common stock, shares issued							38,506,614							24,213,130
Common stock par value							$ 0.001							$ 0.001
Net proceeds after deducting offering costs							$ 48,072,000	$ 33,017,000
Preferred stock, shares authorized							5,000,000							5,000,000
Preferred stock, par value							$ 0.001							$ 0.001
Armistice Capital Master Fund Ltd [Member] \| Securities Purchase Agreement [Member]
Class Of Stock [Line Items]
Number of pre-funded warrants exercised for common stock											583,000		600,000			653,000		501,197
Common stock, shares issued										583,000			600,000		653,000		501,197
Warrant exercise price per share											$ 0.001		$ 0.001			$ 0.001		$ 0.001
Armistice Capital Master Fund Ltd [Member] \| Securities Purchase Agreement [Member] \| Subsequent Event [Member]
Class Of Stock [Line Items]
Number of pre-funded warrants exercised for common stock									240,000
Common stock, shares issued									240,000
Warrant exercise price per share									$ 0.001
Series X1 Preferred Stock [Member]
Class Of Stock [Line Items]
Warrants available for exercise							50,207.419
Shares of common stock issued upon conversion of each share of preferred stock							2,789,301
Series X1 Non-voting Convertible Preferred Stock [Member]
Class Of Stock [Line Items]
Preferred stock, shares authorized							515,000							515,000
Preferred stock, par value							$ 0.001							$ 0.001
Preferred stock, shares outstanding							110,086							110,086
Preferred stock, shares issued							110,086							110,086
Series X Non-Voting Convertible Preferred Stock [Member]
Class Of Stock [Line Items]
Preferred stock, shares authorized							10,000
Preferred stock, shares outstanding							4,422							4,422
Preferred stock, shares issued							4,422							4,422
Common Stock [Member]
Class Of Stock [Line Items]
Warrants available for exercise							28,361,237							21,564,302
Common Stock [Member] \| Series X Non-Voting Convertible Preferred Stock [Member]
Class Of Stock [Line Items]
Shares of common stock issued upon conversion of each share of preferred stock							55.5556
Pre-funded Warrants [Member] \| Accredited Investor [Member]
Class Of Stock [Line Items]
Class of Warrant Subject to Specified Beneficial Ownership Limitations Percentage					9.99%
Common Stock Warrants [Member]
Class Of Stock [Line Items]
Warrants available for exercise							15,151,518							15,151,518
Common Stock Warrants [Member] \| Accredited Investor [Member]
Class Of Stock [Line Items]
Class of Warrant Subject to Specified Beneficial Ownership Limitations Percentage					9.99%
Private Placement Warrants [Member] \| Accredited Investor [Member]
Class Of Stock [Line Items]
Warrant exercise price per share					$ 3
Private Placement Warrants [Member] \| Securities Purchase Agreement [Member] \| Accredited Investor [Member]
Class Of Stock [Line Items]
Common stock, shares issued		13,110,484
Common stock par value		$ 0.001
Stock price per share		$ 2.37
Gross proceeds		$ 50,000,000
Net proceeds after deducting offering costs		$ 48,100,000
Private Placement Warrants [Member] \| Securities Purchase Agreement Initial Closing [Member]
Class Of Stock [Line Items]
Common warrants issued				$ 35,000,000
Net proceeds after deducting offering costs				$ 33,000,000
Private Placement Warrants [Member] \| Securities Purchase Agreement Initial Closing [Member] \| Accredited Investor [Member]
Class Of Stock [Line Items]
Common stock, shares issued				8,730,168	15,151,518
Common stock par value					$ 0.001
Common stock warrants exercisable				15,151,518	15,151,518
Common warrants issued				$ 45,500,000
Private Placement Warrants [Member] \| Securities Purchase Agreement Second Closing [Member] \| Subsequent Event [Member]
Class Of Stock [Line Items]
Common stock, shares issued	909,088
Common stock par value	$ 0.001
Proceeds from issuance of common stock	$ 2,100,000
Net proceeds after deducting offering costs	$ 2,000,000
Private Placement Warrants [Member] \| Securities Purchase Agreement Second Closing [Member] \| Accredited Investor [Member]
Class Of Stock [Line Items]
Common stock, shares issued					20,202,024
Private Placement Warrants [Member] \| Securities Purchase Agreement Third Closing [Member] \| Accredited Investor [Member]
Class Of Stock [Line Items]
Common stock, shares issued					25,252,530
Private Placement Warrants [Member] \| Securities Purchase Agreement Second and Third Closing [Member] \| Accredited Investor [Member]
Class Of Stock [Line Items]
Common warrants issued				$ 58,300,000
Private Placement Warrants [Member] \| Common Stock [Member] \| Securities Purchase Agreement Initial Closing [Member]
Class Of Stock [Line Items]
Common stock, shares issued				8,730,168
Private Placement Warrants [Member] \| Pre-funded Warrants [Member] \| Accredited Investor [Member]
Class Of Stock [Line Items]
Warrant exercise price per share					$ 0.001
Private Placement Warrants [Member] \| Pre-funded Warrants [Member] \| Securities Purchase Agreement [Member] \| Accredited Investor [Member]
Class Of Stock [Line Items]
Stock price per share		$ 2.369
Common stock warrants exercisable		7,989,516
Warrant exercise price per share		$ 0.001
Private Placement Warrants [Member] \| Pre-funded Warrants [Member] \| Securities Purchase Agreement Initial Closing [Member]
Class Of Stock [Line Items]
Common stock, shares issued				6,421,350
Maximum [Member] \| Common Stock [Member] \| Series X Non-Voting Convertible Preferred Stock [Member]
Class Of Stock [Line Items]
Conversion of preferred stock, conversion blocker, percent							9.99%
Maximum [Member] \| Pre-funded Warrants [Member] \| Accredited Investor [Member]
Class Of Stock [Line Items]
Class of Warrant Subject to Specified Beneficial Ownership Limitations Percentage		9.99%
Class of Warrant Subject to Specified Beneficial Ownership Limitations Permitted Percentage		19.99%			19.99%
Maximum [Member] \| Common Stock Warrants [Member] \| Accredited Investor [Member]
Class Of Stock [Line Items]
Class of Warrant Subject to Specified Beneficial Ownership Limitations Permitted Percentage					19.99%
Minimum [Member] \| Common Stock [Member] \| Series X Non-Voting Convertible Preferred Stock [Member]
Class Of Stock [Line Items]
Conversion of preferred stock, conversion blocker, percent							9.90%
Minimum [Member] \| Pre-funded Warrants [Member] \| Accredited Investor [Member]
Class Of Stock [Line Items]
Class of Warrant Subject to Specified Beneficial Ownership Limitations Percentage		4.99%
Jefferies LLC [Member] \| ATM Program [Member]
Class Of Stock [Line Items]
Common stock number of shares issued							0
Equity distribution agreement maximum value of common shares issuable						$ 75,000,000
Public float minimum balance to be maintained							$ 75,000,000					$ 75,000,000
Jefferies LLC [Member] \| ATM Program [Member] \| Common Stock [Member]
Class Of Stock [Line Items]
Common stock number of shares issued						0
Jefferies LLC [Member] \| Maximum [Member] \| ATM Program [Member]
Class Of Stock [Line Items]
Equity distribution agreement maximum value of common shares issuable							$ 33,500,000
Cormorant Global Healthcare Master Fund LP [Member] \| Series X1 Non-voting Convertible Preferred Stock [Member] \| Conversion Agreement [Member]
Class Of Stock [Line Items]
Conversion of stock, shares converted			7,883.586
Cormorant Global Healthcare Master Fund LP [Member] \| Series X Non-Voting Convertible Preferred Stock [Member] \| Conversion Agreement [Member]
Class Of Stock [Line Items]
Conversion of stock, shares converted			1,782
Cormorant Global Healthcare Master Fund LP [Member] \| Common Stock [Member] \| Series X1 Non-voting Convertible Preferred Stock [Member] \| Conversion Agreement [Member]
Class Of Stock [Line Items]
Conversion of stock, shares issued			437,977
Cormorant Global Healthcare Master Fund LP [Member] \| Common Stock [Member] \| Series X Non-Voting Convertible Preferred Stock [Member] \| Conversion Agreement [Member]
Class Of Stock [Line Items]
Conversion of stock, shares issued			99,000

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Class of Stock [Line Items]
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds	$ 31,274	$ 56,181	$ 44,610	$ 56,181
Warrant liabilities	$ 120,821	$ 56,181	$ 120,821	$ 56,181	$ 76,211

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
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-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Subparagraph (SX 210.4-08(d))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 13
-Subparagraph (a)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Aug. 14, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Trading Symbol	ELDN
Entity Registrant Name	ELEDON PHARMACEUTICALS, INC.
Entity Central Index Key	0001404281
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		39,655,702
Entity File Number	001-36620
Entity Tax Identification Number	20-1000967
Entity Address, Address Line One	19800 MacArthur Blvd
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
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Common Stock, $0.001 par value
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating expenses
Research and development	$ 10,106	$ 7,201	$ 17,516	$ 15,314
General and administrative	4,396	3,153	7,855	6,150
Total operating expenses	14,502	10,354	25,371	21,464
Loss from operations	(14,502)	(10,354)	(25,371)	(21,464)
Other income, net	869	775	1,443	1,113
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds	(31,274)	(56,181)	(44,610)	(56,181)
Net loss and comprehensive loss	$ (44,907)	$ (65,760)	$ (68,538)	$ (76,532)
Net loss per share, Basic	$ (1.06)	$ (2.74)	$ (1.9)	$ (3.99)
Net loss per share, Diluted	$ (1.06)	$ (2.74)	$ (1.9)	$ (3.99)
Weighted-average common shares outstanding, Basic	42,278,411	24,006,549	36,133,906	19,173,080
Weighted Average Number of Shares Outstanding, Diluted	42,278,411	24,006,549	36,133,906	19,173,080

Going Concern and Management's Plans

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern and Management's Plans

Note 2. Going Concern and Management’s Plans

The accompanying condensed consolidated financial statements have been prepared under the assumption the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

The Company had a net loss of $68.5 million for the six months ended June 30, 2024, negative cash flows from operations of $16.5 million and an accumulated deficit of $387.9 million as of June 30, 2024, as a result of incurring losses since its inception. The Company expects to continue to incur net losses into the foreseeable future in connection with its ongoing activities, particularly as the Company expands its clinical program with tegoprubart, continues the research and development of, and seeks marketing approval for, its product candidates. In addition, if the Company obtains marketing approval for any of its product candidates, the Company expects to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. The Company has financed operations primarily by net proceeds from the sale of preferred and common stock and warrants.

On April 28, 2023, the Company entered into a Securities Purchase Agreement (the “2023 Securities Purchase Agreement”) with certain institutional and accredited investors, pursuant to which the Company agreed to issue and sell to the investors in a private placement (the “2023 Private Placement”) shares of common stock and warrants in a series of three potential closings. On May 5, 2023, the initial closing occurred and the Company received $35.0 million, in exchange for 8,730,168 shares of common stock, pre-funded warrants to purchase 6,421,350 shares of common stock and additional common stock warrants to purchase 15,151,518 shares of common stock (or pre-funded warrants in lieu thereof). As described in Note 12, on July 8, 2024, the Company completed the sale of 909,088 shares of its common stock, $0.001 par value share, pursuant to a second closing under the 2023 Securities Purchase Agreement (the "Second Closing"). The sale resulted in gross proceeds to the Company of approximately $2.1 million, or net proceeds of approximately $2.0 million after deducting offering costs. Effective with this sale, the Company is no longer obliged to sell, and investors are no longer obliged to purchase, additional shares of the Company's common stock in the Second Closing. The Company may receive up to an additional $58.3 million in tranche financing in a third closing, (the “Third Closing”), subject to the satisfaction or waiver of specified conditions, including achieving specified clinical development milestones, volume weighted average

share price levels and trading volume conditions, and an additional $45.5 million assuming the exercise of all common stock warrants issued in the initial closing of the 2023 Private Placement. See Note 9. “Stockholders’ Equity (Deficit)” for further information regarding the 2023 Private Placement.

On May 6, 2024, the Company entered into a Securities Purchase Agreement (the “2024 Securities Purchase Agreement”) with certain institutional and accredited investors, pursuant to which the Company agreed to issue and sell to the investors in a private placement (the “2024 Private Placement”) an aggregate of 13,110,484 shares (the “2024 Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) at a price of $2.37 per share, and pre-funded warrants (the “2024 Pre-Funded Warrants”) at a price of $2.369 per underlying share, which are exercisable to purchase 7,989,516 shares of common stock at an exercise price of $0.001 per share. The 2024 Private Placement resulted in gross proceeds to the Company of $50.0 million, or net proceeds of approximately $48.1 million after deducting offering costs.

Due to the contingent nature of the exercise of the common stock warrants and the Third Closing, accounting principles generally accepted in the United States of America (“GAAP”) requires the Company to exclude them from its going concern analysis. If these events do not occur or the Company is unable to raise additional capital or is unable to do so on acceptable terms, it will be forced to significantly alter its business strategy, substantially curtail its current operations, or liquidate and cease operations altogether.

As of June 30, 2024, the Company had cash and cash equivalents and short-term investments of approximately $83.6 million.

However, in view of the Company’s expectation to incur significant losses for the foreseeable future and uncertainty with regard to the timing and amount of expenditures for progression of continued development, the Company will be required to raise additional capital to finance its operation. However, the availability of, and the Company’s access, to such resources is not assured. Accordingly, management believes that there is substantial doubt about regarding the Company’s ability to continue operating as a going concern for a year from the date these financial statements are issued.

Short-Term Investments (Tables)

6 Months Ended

Jun. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Summary of Short-term Investments Classified as Available-for-sale Securities

The following is a summary of short-term investments, which were classified as available-for-sale securities as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024				December 31, 2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. government securities	$	47,837	$	47,837	$	33,213	$	33,213
U.S. government agency securities		9,734		9,734		13,277		13,277
Total short-term investments	$	57,571	$	57,571	$	46,490	$	46,490

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense Recognized

Total stock-based compensation expense was recognized in our condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Research and development	$	816	$	455	$	1,166	$	852
General and administrative		2,247		1,265		3,591		2,249
Total stock-based compensation	$	3,063	$	1,720	$	4,757	$	3,101

Commitments and Contingencies - Schedule of Other Information Related to Leases (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 114	$ 181
Weighted-average remaining lease term
Operating leases	1 year 8 months 1 day	1 year 5 months 12 days
Discount rate
Operating leases	2.12%	2.49%

Net Loss Per Share - Summary of Common Share Equivalents were excluded because the Inclusion is Anti-dilutive (Detail) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	33,791,508	25,263,692
Stock Options Outstanding and Other Equity Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	15,223,757	6,686,360
Common and Preferred Warrants Outstanding [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	18,567,751	18,577,332

Summary of Significant Accounting Policies - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2024
Summary Of Significant Accounting Policies [Line Items]
Cash, cash equivalents and restricted cash, maturity period	three months or less
Accounting Standards Update 2023-09 [Member]
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted	true
Accounting Standards Update 2023-07 [Member]
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted	true
Anelixis Therapeutics, LLC and Otic Pharma, Ltd.
Summary Of Significant Accounting Policies [Line Items]
Ownership interest percentage	100.00%
Otic Pharma, Inc. [Member]
Summary Of Significant Accounting Policies [Line Items]
Ownership interest percentage	100.00%

- Definition

Indicates (true false) whether accounting standards update was adopted.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements - Schedule of Aggregate Fair Value of Warrant Liability (Details) - Fair Value, Recurring [Member] - Warrant [Member] $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance as of December 31, 2023	$ 76,211
Change in fair value of warrant liabilities	44,610
Balance as of June 30, 2024	$ 120,821

Stockholders' Equity - Schedule of Series X1 Convertible Preferred Stock Warrant Activity (Detail) - Preferred Stock Warrants [Member]	6 Months Ended
	Jun. 30, 2024 shares
Class Of Warrant Or Right [Line Items]
Beginning Balance	50,207.419
Issued	0
Exercised	0
Ending Balance	50,207.419

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Text Block [Abstract]

Fair Value Measurements

Note 5. Fair Value Measurements

Financial assets and liabilities are recorded at fair value.

The Company classifies fair value measurements using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•

Level 1—Quoted market prices (unadjusted) in active markets for identical assets and liabilities.

•

Level 2—Observable inputs other than quoted market prices included in Level 1, such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. These fair values are obtained from independent pricing services which utilize Level 1 and Level 2 inputs.

Financial Assets


	June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	3,949	$	—	$	—	$	3,949
U.S. government securities		21,230		—		—		21,230
Total cash equivalents	$	25,179	$	—	$	—	$	25,179

Short-term investments:
U.S. government securities	$	—	$	47,837	$	—	$	47,837
U.S. government agency securities		—		9,734		—		9,734
Total short-term investments	$	—	$	57,571	$	—	$	57,571

Total financial assets	$	25,179	$	57,571	$	—	$	82,750


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	4,246	$	—	$	—	$	4,246
Total cash equivalents	$	4,246	$	—	$	—	$	4,246

Short-term investments:
U.S. government securities	$	—	$	33,213	$	—	$	33,213
U.S. government agency securities		—		13,277		—		13,277
Total short-term investments	$	—	$	46,490	$	—	$	46,490

Total financial assets	$	4,246	$	46,490	$	—	$	50,736

Warrant Liabilities


	June 30, 2024
	Level 1		Level 2		Level 3		Total
Warrant liabilities	$	—	$	—	$	120,821	$	120,821


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Warrant liabilities	$	—	$	—	$	76,211	$	76,211

The following table provides a roll-forward of the aggregate fair value of the warrant liability categorized with Level 3 inputs:


	Warrants
Balance as of December 31, 2023	$	76,211
Change in fair value of warrant liabilities		44,610
Balance as of June 30, 2024	$	120,821

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Cash flows used in operating activities:
Net loss	$ (44,907)	$ (65,760)	$ (68,538)	$ (76,532)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on lease termination			(10)
Amortization of operating lease asset			192	186
Accretion on investment discounts			(951)	(97)
Stock-based compensation	3,063	1,720	4,757	3,101
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds	31,274	56,181	44,610	56,181
Changes in operating assets and liabilities:
Prepaid expenses and other assets			1,347	791
Accounts payable, accrued expenses and other liabilities			2,244	(1,603)
Operating lease liabilities			(166)	(172)
Net cash used in operating activities			(16,515)	(18,145)
Cash flows from investing activities:
Purchase of available-for-sale short-term investments			(49,230)	(30,334)
Proceeds from maturities of available-for-sale short-term investments			39,100
Net cash used in investing activities			(10,130)	(30,334)
Cash flows from financing activities:
Proceeds from issuances of common stock and pre-funded warrants, net			48,072	33,017
Net cash provided by financing activities			48,072	33,017
Net change in cash and cash equivalents			21,427	(15,462)
Cash and cash equivalents at beginning of period			4,612	56,409
Cash and cash equivalents at end of period	$ 26,039	$ 40,947	26,039	40,947
Noncash activities:
Common stock exchanged for X and X1 non-voting convertible preferred stock				$ 1
Increase in operating lease asset and liability due to new lease			$ 448

Short-Term Investments - Summary of Short-term Investments Classified as Available-for-sale Securities (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	$ 57,571	$ 46,490
Fair Value	57,571	46,490
U.S. Government Securities [Member]
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	47,837	33,213
Fair Value	47,837	33,213
U.S. Government Agency Securities [Member]
Debt Securities, Available-for-Sale [Line Items]
Amortized Cost	9,734	13,277
Fair Value	$ 9,734	$ 13,277

- Definition

Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Accrued Expenses and Other Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Accrued compensation and related expenses	$	1,561	$	2,003
Accrued clinical		1,248		451
Accrued professional services		94		47
Accrued other		705		44
Total accrued expenses and other liabilities	$	3,608	$	2,545

Included in other accrued expenses and other liabilities, as of June 30, 2024 are advance deposits from certain institutional and accredited investors for the sale of common stock pursuant to the Second Closing. See Note 12. Subsequent Events for additional information.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and Article 8 of Regulation S-X requirements as set forth by the Securities and Exchange Commission (“SEC”) for interim financial information and reflect all adjustments and disclosures, which are, in the opinion of management, of a normal and recurring nature, and considered necessary for a fair presentation of the financial information contained herein. Pursuant to these rules and regulations, the unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of results of operations and comprehensive loss, financial position, and cash flows in conformity with GAAP. The accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and accompanying notes of Eledon for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 28, 2024, as amended on each of April 26, 2024 and August 19, 2024 (together, the “Amended Form 10-K”). The results of operations and comprehensive loss for the three and six months ended June 30, 2024 are not necessarily indicative of results expected for the full fiscal year or any other future period.
Principles of Consolidation	Principles of Consolidation Eledon, a Delaware corporation, owns 100% of the issued and outstanding common stock or other ownership interest in Anelixis Therapeutics, LLC, a Delaware limited liability company, and Otic Pharma, Ltd., a private limited company organized under the laws of the State of Israel (“Otic”). Otic owns 100% of the issued and outstanding common stock or other ownership interest in its U.S. subsidiary, Otic Pharma, Inc. The functional currency of the Company’s foreign subsidiary is the U.S. Dollar; however, certain expenses, assets and liabilities are transacted at the local currency. These transactions are translated from the local currency into U.S. Dollars at exchange rates during or at the end of the reporting period. The activities of the Company’s foreign subsidiary are not significant to the condensed consolidated financial statements. All significant intercompany accounts and transactions among the entities have been eliminated from the condensed consolidated financial statements.
Use of Estimates	Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make informed estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s consolidated financial statements relate to stock-based compensation expense, warrant liabilities, the fair value of right-of-use assets and liabilities, accruals for liabilities, impairment of long-lived assets, and other matters that affect the consolidated financial statements and related disclosures. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions and the differences may be material to the consolidated financial statements.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments which potentially subject the Company to significant concentration of credit risk consists of cash, cash equivalents and short-term investments. The Company maintains deposits in federally insured institutions in excess of federally insured limits and invests in short-term investments with the primary objective of seeking to preserve principal, achieve liquidity requirements and safeguard invested funds. We believe that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which those deposits are held and the nature, including the credit ratings, of our cash equivalents and short-term investments, but we have not eliminated all credit risk.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts, money market funds, U.S. government securities and U.S. government agency securities. The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash and cash equivalents are valued at cost, which approximates their fair value due to the short-term maturities of these investments.
Risks and Uncertainties	Risks and Uncertainties As of June 30, 2024 and December 31, 2023, all of the Company’s long-lived assets were located in the United States. The Company’s products will require approval from the U.S. Food and Drug Administration (“FDA”) and foreign regulatory agencies before commercial sales can commence. There can be no assurance that its products will receive any of these required approvals. The denial or delay of such approvals may impact the Company’s business in the future. In addition, after the approval by the FDA, there is still an ongoing risk of adverse events that did not appear during the product approval process. The Company is subject to risks common to companies in the pharmaceutical industry, including, but not limited to, new technological innovations, clinical development risk, establishment of appropriate commercial partnerships, protection of proprietary technology, compliance with government and environmental regulations, uncertainty of market acceptance of products, product liability, the volatility of its stock price and the need to obtain additional financing. The Company's facilities and equipment, including those of the Company's suppliers and vendors, may be affected by natural or man-made disasters. The Company's administrative office is based in Irvine, California and the Company manages all its research and development activities through third parties that are located throughout the world. The Company has taken precautions to safeguard its facilities, equipment and systems, including insurance, health and safety protocols, and off-site storage of computer data. However, the Company's facilities and systems, as well as those of its third-party suppliers and vendors, may be vulnerable to earthquakes, fire, storm, public health or similar emergencies, power loss, telecommunications failures, physical and software break-ins, software viruses and similar events which could cause substantial delays in its operations, damage or destroy its equipment or inventory, and cause the Company to incur additional expenses and delay research and development activities. In addition, the insurance coverage the Company maintains may not be adequate to cover its losses in any circumstance and may not continue to be available to use on acceptable terms, or at all.
In-Process Research and Development	In-Process Research and Development The fair values of in-process research and development (“IPR&D”) projects acquired in a business combination that are not complete are capitalized and accounted for as indefinite-lived intangible assets until completion or abandonment of the related research and development (“R&D”) efforts. Upon successful completion of the project, the capitalized amount is amortized over its estimated useful life. If a project is abandoned, all remaining capitalized amounts are written off immediately. Major risks and uncertainties are often associated with IPR&D projects because we are required to obtain regulatory approvals before marketing the resulting products. Such approvals require completing clinical trials that demonstrate a product candidate is safe and effective. Consequently, the eventual realized value of the acquired IPR&D project may vary from its fair value at the date of acquisition, and IPR&D impairment charges may occur in future periods. Capitalized IPR&D projects are tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We consider various factors for potential impairment, including the current legal and regulatory environment and the competitive landscape. Adverse clinical trial results, significant delays in obtaining marketing approval, the inability to bring a product to market and the introduction or advancement of competitors’ products could result in partial or full impairment of the related intangible assets.
Research and Development Expenses	Research and Development Expenses Research and development expenses include personnel and facility-related expenses, outside contracted services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services and non-cash stock-based compensation. Research and development costs are expensed as incurred. Amounts due under contracts with third parties may be either fixed fee or fee for service, and may include upfront payments, monthly payments and payments upon the completion of milestones or receipt of deliverables. Non-refundable advance payments under agreements are capitalized and expensed as the related goods are delivered or services are performed. The Company contracts with third parties to perform various clinical trial activities in the on-going development of potential products. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows to its vendors. Payments under the contracts depend on factors such as the achievement of certain events, successful enrollment of patients, and completion of portions of the clinical trial or similar conditions. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. These contracts may be terminated by the Company upon written notice and the Company is generally only liable for actual effort expended by the organizations to the date of termination, although in certain instances the Company may be further responsible for termination fees and penalties. The Company estimates its research and development expenses and the related accrual as of each balance sheet date based on the facts and circumstances known to the Company at that time. There have been no material adjustments to the Company’s prior period accrued estimates for clinical trial activities during the three and six months ended June 30, 2024.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU No. 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280, on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024, with early adoptions permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial position, results of operations or cash flows.
Warrant Liabilities	Warrant Liabilities The Company accounts for issued warrants either as a liability or equity in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC 815-40”). Under ASC 815-40, contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence of the triggering event. Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the condensed consolidated statements of operations and comprehensive loss as a gain or loss. If warrants do not require liability classification under ASC 815-40, in order to conclude warrants should be classified as equity, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP standard. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.

Net Loss Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

Note 11. Net Loss Per Share

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, incentive stock options, restricted stock units and warrants are considered to be potentially dilutive securities and are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share was the same for the periods presented due to the Company’s net loss position. Basic weighted average shares outstanding for the three and six months ended June 30, 2024 and 2023 include 12,582,786 and 6,930,467, reflectively, shares underlying pre-funded warrants to purchase common shares. As the shares underlying these pre-funded warrants can be issued for little consideration (an exercise price per share equal to $0.001 per share), these shares are deemed to be issued for purposes of basic earnings per share.


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
(In thousands, except share and per share data)				(As Restated)						(As Restated)
Net loss used in the calculation of basic and diluted loss per share	$	(44,907	)	$	(65,760	)	$	(68,538	)	$	(76,532	)
Net loss per share, basic and diluted	$	(1.06	)	$	(2.74	)	$	(1.90	)	$	(3.99	)
Weighted-average number of common shares, basic and diluted		42,278,411			24,006,549			36,133,906			19,173,080


	For the Six Months Ended June 30,
	2024		2023

Stock options outstanding and other equity awards		15,223,757		6,686,360
Common and preferred warrants outstanding		18,567,751		18,577,332
Total		33,791,508		25,263,692

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and Article 8 of Regulation S-X requirements as set forth by the Securities and Exchange Commission (“SEC”) for interim financial information and reflect all adjustments and disclosures, which are, in the opinion of management, of a normal and recurring nature, and considered necessary for a fair presentation of the financial information contained herein. Pursuant to these rules and regulations, the unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of results of operations and comprehensive loss, financial position, and cash flows in conformity with GAAP. The accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and accompanying notes of Eledon for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 28, 2024, as amended on each of April 26, 2024 and August 19, 2024 (together, the “Amended Form 10-K”). The results of operations and comprehensive loss for the three and six months ended June 30, 2024 are not necessarily indicative of results expected for the full fiscal year or any other future period. Principles of Consolidation Eledon, a Delaware corporation, owns 100% of the issued and outstanding common stock or other ownership interest in Anelixis Therapeutics, LLC, a Delaware limited liability company, and Otic Pharma, Ltd., a private limited company organized under the laws of the State of Israel (“Otic”). Otic owns 100% of the issued and outstanding common stock or other ownership interest in its U.S. subsidiary, Otic Pharma, Inc. The functional currency of the Company’s foreign subsidiary is the U.S. Dollar; however, certain expenses, assets and liabilities are transacted at the local currency. These transactions are translated from the local currency into U.S. Dollars at exchange rates during or at the end of the reporting period. The activities of the Company’s foreign subsidiary are not significant to the condensed consolidated financial statements. All significant intercompany accounts and transactions among the entities have been eliminated from the condensed consolidated financial statements. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make informed estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s consolidated financial statements relate to stock-based compensation expense, warrant liabilities, the fair value of right-of-use assets and liabilities, accruals for liabilities, impairment of long-lived assets, and other matters that affect the consolidated financial statements and related disclosures. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions and the differences may be material to the consolidated financial statements. Concentration of Credit Risk Financial instruments which potentially subject the Company to significant concentration of credit risk consists of cash, cash equivalents and short-term investments. The Company maintains deposits in federally insured institutions in excess of federally insured limits and invests in short-term investments with the primary objective of seeking to preserve principal, achieve liquidity requirements and safeguard invested funds. We believe that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which those deposits are held and the nature, including the credit ratings, of our cash equivalents and short-term investments, but we have not eliminated all credit risk. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts, money market funds, U.S. government securities and U.S. government agency securities. The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash and cash equivalents are valued at cost, which approximates their fair value due to the short-term maturities of these investments. Risks and Uncertainties As of June 30, 2024 and December 31, 2023, all of the Company’s long-lived assets were located in the United States. The Company’s products will require approval from the U.S. Food and Drug Administration (“FDA”) and foreign regulatory agencies before commercial sales can commence. There can be no assurance that its products will receive any of these required approvals. The denial or delay of such approvals may impact the Company’s business in the future. In addition, after the approval by the FDA, there is still an ongoing risk of adverse events that did not appear during the product approval process. The Company is subject to risks common to companies in the pharmaceutical industry, including, but not limited to, new technological innovations, clinical development risk, establishment of appropriate commercial partnerships, protection of proprietary technology, compliance with government and environmental regulations, uncertainty of market acceptance of products, product liability, the volatility of its stock price and the need to obtain additional financing. The Company's facilities and equipment, including those of the Company's suppliers and vendors, may be affected by natural or man-made disasters. The Company's administrative office is based in Irvine, California and the Company manages all its research and development activities through third parties that are located throughout the world. The Company has taken precautions to safeguard its facilities, equipment and systems, including insurance, health and safety protocols, and off-site storage of computer data. However, the Company's facilities and systems, as well as those of its third-party suppliers and vendors, may be vulnerable to earthquakes, fire, storm, public health or similar emergencies, power loss, telecommunications failures, physical and software break-ins, software viruses and similar events which could cause substantial delays in its operations, damage or destroy its equipment or inventory, and cause the Company to incur additional expenses and delay research and development activities. In addition, the insurance coverage the Company maintains may not be adequate to cover its losses in any circumstance and may not continue to be available to use on acceptable terms, or at all. In-Process Research and Development The fair values of in-process research and development (“IPR&D”) projects acquired in a business combination that are not complete are capitalized and accounted for as indefinite-lived intangible assets until completion or abandonment of the related research and development (“R&D”) efforts. Upon successful completion of the project, the capitalized amount is amortized over its estimated useful life. If a project is abandoned, all remaining capitalized amounts are written off immediately. Major risks and uncertainties are often associated with IPR&D projects because we are required to obtain regulatory approvals before marketing the resulting products. Such approvals require completing clinical trials that demonstrate a product candidate is safe and effective. Consequently, the eventual realized value of the acquired IPR&D project may vary from its fair value at the date of acquisition, and IPR&D impairment charges may occur in future periods. Capitalized IPR&D projects are tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We consider various factors for potential impairment, including the current legal and regulatory environment and the competitive landscape. Adverse clinical trial results, significant delays in obtaining marketing approval, the inability to bring a product to market and the introduction or advancement of competitors’ products could result in partial or full impairment of the related intangible assets. Research and Development Expenses Research and development expenses include personnel and facility-related expenses, outside contracted services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services and non-cash stock-based compensation. Research and development costs are expensed as incurred. Amounts due under contracts with third parties may be either fixed fee or fee for service, and may include upfront payments, monthly payments and payments upon the completion of milestones or receipt of deliverables. Non-refundable advance payments under agreements are capitalized and expensed as the related goods are delivered or services are performed. The Company contracts with third parties to perform various clinical trial activities in the on-going development of potential products. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows to its vendors. Payments under the contracts depend on factors such as the achievement of certain events, successful enrollment of patients, and completion of portions of the clinical trial or similar conditions. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. These contracts may be terminated by the Company upon written notice and the Company is generally only liable for actual effort expended by the organizations to the date of termination, although in certain instances the Company may be further responsible for termination fees and penalties. The Company estimates its research and development expenses and the related accrual as of each balance sheet date based on the facts and circumstances known to the Company at that time. There have been no material adjustments to the Company’s prior period accrued estimates for clinical trial activities during the three and six months ended June 30, 2024. Recently Adopted Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU No. 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280, on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024, with early adoptions permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial position, results of operations or cash flows. Warrant Liabilities The Company accounts for issued warrants either as a liability or equity in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC 815-40”). Under ASC 815-40, contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence of the triggering event. Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the condensed consolidated statements of operations and comprehensive loss as a gain or loss. If warrants do not require liability classification under ASC 815-40, in order to conclude warrants should be classified as equity, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP standard. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Components of Lease Expense

The components of lease expense were as follows (in thousands):


	For the Six Months Ended June 30,
	2024		2023
Operating lease cost(a)	$	203	$	199
(a) Includes variable operating lease expenses, which are immaterial

Schedule of Other Information Related to Leases

Other information related to leases was as follows (in thousands, except lease term and discount rate):


	For the Six Months Ended June 30,
	2024			2023
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	114		$	181
Weighted-average remaining lease term
Operating leases	1.67 years			1.45 years
Discount rate
Operating leases		2.12	%		2.49	%

Schedule of Future Payments Under Noncancelable Operating Leases

All noncancelable operating leases have remaining terms of less than one year. Future payments for these noncancelable operating leases for the remainder of the current fiscal year are as follows (in thousands):


	June 30,
	2024
2024 (remainder of)	$	185
2025		191
2026		197
2027		100
Total minimum lease payments		673
Less imputed interest		(18	)
Present value of lease liabilities		655
Less current portion of operating lease liabilities		(269	)
Non-current operating lease liabilities	$	386

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2024

Class Of Stock [Line Items]

Schedule of Assumptions Used in Black-Scholes Option Pricing Model to Determine Fair Value of Stock Options Granted

The following table presents the assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options granted as of June 30, 2024 as follows:


	June 30, 2024		December 31, 2023
Risk-free interest rate	4.33%		3.84% - 3.88%
Expected volatility	91.90% - 97.15%		89.08% - 94.28%
Expected term (in years)	4.0 - 5.5		4.5 - 6.0
Share price	$	2.64	$	1.80

Common Stock Warrants [Member]

Class Of Stock [Line Items]

Schedule of Warrant Activity

The following table shows the warrants to purchase common stock activity:


	Roll-Forward of Warrant Activity
	Common Stock Warrants		Pre-Funded Warrants			All Other Warrants			Total
Balance as of December 31, 2023		15,151,518		5,776,270			636,514			21,564,302
Issued		—		7,989,516			—			7,989,516
Exercised		—		(1,183,000	)		—			(1,183,000	)
Cancelled/Expired		—		—			(9,581	)		(9,581	)
Balance as of June 30, 2024		15,151,518		12,582,786			626,933			28,361,237

Preferred Stock Warrants [Member]

Class Of Stock [Line Items]

Schedule of Warrant Activity

As of June 30, 2024, there were 50,207.419 warrants exercisable into Series X1 Non-Voting Convertible Preferred Stock, which are convertible into 2,789,301 shares of common stock (after rounding for fractional shares and subject to beneficial ownership conversion limitations).


	Roll-Forward of Series X1 Non-Voting Convertible Preferred Warrant Activity
	Total
Balance as of December 31, 2023		50,207.419
Issued		—
Exercised		—
Balance as of June 30, 2024		50,207.419

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Restatement of Previously Issued Consolidated Financial Statements - Summary of Impact of Correction of Misstatements - Corrected Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning Balance	$ (14,728)	$ 7,208	$ 74,792	$ 84,183	$ 7,208	$ 84,183
Issuance of common stock and pre-funded warrants in connection with Securities Purchase Agreement, net of issuance costs, Value	48,070		33,017
Stock-based compensation	3,063	1,694	1,720	1,381
Net loss and comprehensive loss	(44,907)	(23,631)	(65,760)	(10,772)	(68,538)	(76,532)
Ending Balance	(8,501)	(14,728)	43,768	74,792	(8,501)	43,768
Accumulated Deficit [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning Balance	(343,033)	(319,402)	(213,637)	(202,865)	(319,402)	(202,865)
Net loss and comprehensive loss	(44,907)	(23,631)	(65,760)	(10,772)
Ending Balance	$ (387,940)	$ (343,033)	(279,397)	(213,637)	$ (387,940)	(279,397)
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning Balance			74,792	84,183		84,183
Issuance of common stock and pre-funded warrants in connection with Securities Purchase Agreement, net of issuance costs, Value			33,017
Stock-based compensation			1,720	1,381
Net loss and comprehensive loss			(9,579)	(10,772)		(20,351)
Ending Balance			99,949	74,792		99,949
As Previously Reported [Member] \| Accumulated Deficit [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Beginning Balance			(213,637)	(202,865)		(202,865)
Net loss and comprehensive loss			(9,579)	(10,772)
Ending Balance			(223,216)	$ (213,637)		(223,216)
Restatement Impact [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss and comprehensive loss			(56,181)			(56,181)
Ending Balance			(56,181)			(56,181)
Restatement Impact [Member] \| Accumulated Deficit [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss and comprehensive loss			(56,181)
Ending Balance			$ (56,181)			$ (56,181)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	38,506,614	24,213,130
Common stock, shares outstanding	38,506,614	24,213,130
Series X1 Non-voting Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	515,000	515,000
Preferred stock, shares issued	110,086	110,086
Preferred stock, shares outstanding	110,086	110,086
Series X Non-voting Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	4,422	4,422
Preferred stock, shares outstanding	4,422	4,422

Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accrued Liabilities and Other Liabilities [Abstract]
Accrued compensation and related expenses	$ 1,561	$ 2,003
Accrued clinical	1,248	451
Accrued professional services	94	47
Accrued other	705	44
Total accrued expenses and other liabilities	$ 3,608	$ 2,545

Stockholders Equity - Schedule of Assumptions Used in Black-Scholes Option Pricing Model to Determine Fair Value of Stock Options Granted (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	4.33%
Risk-free interest rate, Minimum		3.84%
Risk-free interest rate, Maximum		3.88%
Expected volatility , Minimum	91.90%	89.08%
Expected volatility , Maximum	97.15%	94.28%
Share Price	$ 2.64	$ 1.8
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 6 months	6 years
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	4 years	4 years 6 months

Restatement of Previously Issued Consolidated Financial Statements (Tables)

6 Months Ended

Jun. 30, 2024

Prior Period Adjustment [Abstract]

Summary of Impact of Correction of Misstatements

The impact of the correction of the misstatements is summarized below (in thousands):


	As of June 30, 2023
Corrected Condensed Consolidated Balance Sheets (Unaudited)	As Previously Reported			Restatement Impact			As Restated
Warrant liabilities		—			56,181			56,181
Total liabilities		6,836			56,181			63,017
Common stock		23			—			23
Additional paid-in capital		323,142			—			323,142
Accumulated deficit		(223,216	)		(56,181	)		(279,397	)
Total Stockholders' Equity	$	99,949		$	(56,181	)	$	43,768


	For the Three Months Ended June 30, 2023									For the Six Months Ended June 30, 2023
Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	As Previously Reported			Restatement Impact			As Restated			As Previously Reported			Restatement Impact			As Restated
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds		—			(56,181	)		(56,181	)		—			(56,181	)		(56,181	)
Net loss and comprehensive loss	$	(9,579	)	$	(56,181	)	$	(65,760	)	$	(20,351	)	$	(56,181	)	$	(76,532	)
Net loss per share, basic and diluted	$	(0.40	)	$	(2.34	)	$	(2.74	)	$	(1.06	)	$	(2.93	)	$	(3.99	)


	For the Six Months Ended June 30, 2023
	Accumulated Deficit									Total Stockholders' Equity
Corrected Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	As Previously Reported			Restatement Impact			As Restated			As Previously Reported			Restatement Impact			As Restated
Balance as of December 31, 2022	$	(202,865	)	$	—		$	(202,865	)	$	84,183		$	—		$	84,183
Stock-based compensation		—			—			—			1,381			—			1,381
Net loss and comprehensive loss		(10,772	)		—			(10,772	)		(10,772	)		—			(10,772	)
Balance as of March 31, 2023	$	(213,637	)	$	—		$	(213,637	)	$	74,792		$	—		$	74,792
Issuance of common stock and pre-funded warrants in connection with Securities Purchase Agreement, net of issuance costs		—			—			—			33,017			—			33,017
Stock-based compensation		—			—			—			1,720			—			1,720
Net loss and comprehensive loss		(9,579	)		(56,181	)		(65,760	)		(9,579	)		(56,181	)		(65,760	)
Balance as of June 30, 2023	$	(223,216	)	$	(56,181	)	$	(279,397	)	$	99,949		$	(56,181	)	$	43,768


	For the Six Months Ended June 30, 2023
Corrected Condensed Consolidated Statements of Cash Flows (Unaudited)	As Previously Reported			Restatement Impact			As Restated
Net loss	$	(20,351	)	$	(56,181	)	$	(76,532	)
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds		—			56,181			56,181
Net cash used in operating activities	$	(18,145	)	$	—		$	(18,145	)

Fair Value Measurements - Schedule of Financial Instruments Measured At Fair Value On A Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	$ 25,179	$ 4,246
Total short-term investments	57,571	46,490
Total financial assets	82,750	50,736
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	3,949	4,246
U.S. Government Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	21,230
Total short-term investments	47,837	33,213
U.S. Government Agency Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total short-term investments	9,734	13,277
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	25,179	4,246
Total financial assets	25,179	4,246
Fair Value, Inputs, Level 1 [Member] \| Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	3,949	4,246
Fair Value, Inputs, Level 1 [Member] \| U.S. Government Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total cash equivalents	21,230
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total short-term investments	57,571	46,490
Total financial assets	57,571	46,490
Fair Value, Inputs, Level 2 [Member] \| U.S. Government Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total short-term investments	47,837	33,213
Fair Value, Inputs, Level 2 [Member] \| U.S. Government Agency Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total short-term investments	$ 9,734	$ 13,277

Description of Business

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Description of Business

Note 1. Description of Business

Eledon Pharmaceuticals, Inc. is a clinical stage biotechnology company using its immunology expertise in targeting the CD40 Ligand (“CD40L”, or “CD154”) pathway to develop therapies to protect transplanted organs and prevent rejection, and to treat amyotrophic lateral sclerosis (“ALS”). The Company’s lead compound in development is tegoprubart, an IgG1, anti-CD40L antibody with high affinity for the CD40 Ligand, a well-validated biological target that we believe has broad therapeutic potential. Unless otherwise indicated, references to the terms “Eledon,” “our,” “us,” “we,” or the “Company” refer to Eledon Pharmaceuticals, Inc. and its wholly owned subsidiaries, on a consolidated basis.

On September 14, 2020, Eledon acquired Anelixis Therapeutics, Inc. (“Anelixis”), a privately held clinical stage biotechnology company developing a next generation anti-CD40L antibody as a potential treatment for organ and cellular transplantation, autoimmune diseases, and neurodegenerative diseases. The Company maintains its corporate headquarters in Irvine, California and has research and development facilities in Burlington, Massachusetts.

Restatement of Previously Issued Financial Statements

In the course of preparing the Company’s Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2024, the Company determined that the Common Warrants and the Subsequent Closing Warrants (See Note 9) do not meet the conditions to be classified as equity instruments under ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” (“ASC 815-40”) and must instead be recorded as liabilities on the Company’s consolidated balance sheet at their fair value and remeasured at fair value for each subsequent reporting period. As a result, the Company determined that a correction was necessary with respect to the Company’s reporting and recording of the fair value of the Common Warrants and the Subsequent Closing Warrants. Certain prior period financial statements and financial information are presented herein as restated. See Note 13 for further information.

Stock-Based Compensation - Additional Information (Detail) - shares				6 Months Ended
	Jul. 10, 2024	Jun. 13, 2024	May 01, 2023	Jun. 30, 2024
Time-based and Performance-based Vesting Requirements [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted			7,381,857
Stock options granted			5,905,485
Time-based Vesting Requirements [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted			1,476,372
Performance-based Vesting Requirements [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted		1,980,952
2014 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, number of shares reserved for issuance				0
2020 Long Term Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, number of shares reserved for issuance				2,988,117
2014 Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, number of shares reserved for issuance				24,077
Subsequent event \| 2020 Long Term Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increased number of shares	3,500,000
New aggregate share limit	17,960,000
Employee Stock Option [Member] \| Board of Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life assumption using simplified method, description				For stock options granted to the Company’s board of directors (the “Board”), the Company determined the expected life assumption using the simplified method as the starting point with an average period of twelve (12) months added to take into account the extended range of time of 12 to 18 months that vested stock options granted to Board members may be exercised upon termination.
Employee Stock Option [Member] \| Board of Directors [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period of stock options granted				12 months
Employee Stock Option [Member] \| Board of Directors [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period of stock options granted				18 months

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 12. Subsequent Events

Second Closing of 2023 Securities Purchase Agreement

On July 8, 2024, the Company completed the sale of 909,088 shares of its common stock, $0.001 par value share, pursuant to the Second Closing under the 2023 Securities Purchase Agreement. The sale resulted in gross proceeds to the Company of approximately $2.1 million or net proceeds of approximately $2.0 million after deducting offering costs. This

sale resulted in a $43.9 million reduction to warrant liabilities and a $43.9 million change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds on the condensed consolidated statement of operations.

Amendment to the 2020 Long Term Incentive Plan

On July 10, 2024, the Company held its Annual Meeting and the Company's stockholders approved an amendment to the 2020 Plan. The 2020 Plan, as amended, (i) reflects an increase in the limit on the aggregate number of shares of the Company's common stock that may be delivered pursuant to all awards granted under the 2020 Plan by an additional 3,500,000 shares so that the new aggregate share limit under the 2020 Plan is 17,960,000 shares, and (ii) extends the date through which the Company may grant new awards under the 2020 Plan from April 26, 2033 to May 28, 2034.

Exercise of Pre-Funded Warrants Issued Pursuant to 2023 Securities Purchase Agreement

On July 11, 2024, the Exercising Stockholder, exercised Pre-Funded Warrants to purchase 240,000 shares of common stock at an exercise price of $0.001 per share, which were issued in conjunction with the 2023 Securities Purchase Agreement. The Company issued 240,000 shares of common stock to the Exercising Stockholder in accordance with such exercise.

Restatement of Previously Issued Consolidated Financial Statements

6 Months Ended

Jun. 30, 2024

Prior Period Adjustment [Abstract]

Restatement of Previously Issued Consolidated Financial Statements

Note 13. Restatement of Previously Issued Consolidated Financial Statements

In the course of preparing the Company’s Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2024, the Company determined that a correction was necessary with respect to the Company’s reporting and recording of the fair value of the Common Warrants and the Subsequent Closing Warrants, issuable by the Company in the Second and Third Closing contingent upon the satisfaction or waiver of certain specified conditions set forth therein (See Note 9).

The Company has historically reported the Common Warrants and Subsequent Closing Warrants as equity instruments, because (i) of the respective holders’ ability to settle the Common Warrants and Subsequent Closing Warrants by issuance of a fixed number of shares of common stock or Pre-funded Warrants and (ii) the Common Warrants and Subsequent Closing Warrants contain a fixed exercise price and contain no cash settlement obligation. However, in the course of preparing the Company’s Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2024, management of the Company concluded that the Common Warrants and the Subsequent Closing Warrants do not meet the conditions to be classified as equity instruments under ASC 815-40, and must instead be recorded as liabilities on the Company’s balance sheet at their fair value and remeasured at fair value for each subsequent reporting period, with the initial fair value and fair value of financial instruments issued in excess of proceeds and any change in fair value recorded in the condensed consolidated statements of operations and comprehensive income as a gain or loss.

Management prepared a quantitative and qualitative analysis of the errors in accordance with the U.S. SEC Staff's Accounting Bulletin Nos. 99 and 108, Materiality, and concluded the impact of the errors are material to the Company's previously reported interim unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2023. As a result, the Company has restated its Condensed Consolidated Balance Sheet, Condensed Consolidated Statement of Operations and Comprehensive Loss, Condensed Consolidated Statement of Stockholders' Equity, and Condensed Consolidated Statement of Cash Flows as of and for the three and six months ended June 30, 2023. The restatement includes adjustments to Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds, Additional paid-in capital, and Accumulated Deficit.

The impact of the correction of the misstatements is summarized below (in thousands):


	As of June 30, 2023
Corrected Condensed Consolidated Balance Sheets (Unaudited)	As Previously Reported			Restatement Impact			As Restated
Warrant liabilities		—			56,181			56,181
Total liabilities		6,836			56,181			63,017
Common stock		23			—			23
Additional paid-in capital		323,142			—			323,142
Accumulated deficit		(223,216	)		(56,181	)		(279,397	)
Total Stockholders' Equity	$	99,949		$	(56,181	)	$	43,768


	For the Three Months Ended June 30, 2023									For the Six Months Ended June 30, 2023
Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	As Previously Reported			Restatement Impact			As Restated			As Previously Reported			Restatement Impact			As Restated
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds		—			(56,181	)		(56,181	)		—			(56,181	)		(56,181	)
Net loss and comprehensive loss	$	(9,579	)	$	(56,181	)	$	(65,760	)	$	(20,351	)	$	(56,181	)	$	(76,532	)
Net loss per share, basic and diluted	$	(0.40	)	$	(2.34	)	$	(2.74	)	$	(1.06	)	$	(2.93	)	$	(3.99	)


	For the Six Months Ended June 30, 2023
	Accumulated Deficit									Total Stockholders' Equity
Corrected Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	As Previously Reported			Restatement Impact			As Restated			As Previously Reported			Restatement Impact			As Restated
Balance as of December 31, 2022	$	(202,865	)	$	—		$	(202,865	)	$	84,183		$	—		$	84,183
Stock-based compensation		—			—			—			1,381			—			1,381
Net loss and comprehensive loss		(10,772	)		—			(10,772	)		(10,772	)		—			(10,772	)
Balance as of March 31, 2023	$	(213,637	)	$	—		$	(213,637	)	$	74,792		$	—		$	74,792
Issuance of common stock and pre-funded warrants in connection with Securities Purchase Agreement, net of issuance costs		—			—			—			33,017			—			33,017
Stock-based compensation		—			—			—			1,720			—			1,720
Net loss and comprehensive loss		(9,579	)		(56,181	)		(65,760	)		(9,579	)		(56,181	)		(65,760	)
Balance as of June 30, 2023	$	(223,216	)	$	(56,181	)	$	(279,397	)	$	99,949		$	(56,181	)	$	43,768


	For the Six Months Ended June 30, 2023
Corrected Condensed Consolidated Statements of Cash Flows (Unaudited)	As Previously Reported			Restatement Impact			As Restated
Net loss	$	(20,351	)	$	(56,181	)	$	(76,532	)
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds		—			56,181			56,181
Net cash used in operating activities	$	(18,145	)	$	—		$	(18,145	)

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8. Commitments and Contingencies

Operating Leases

The Company leases office space under various operating leases. Total rent expense for all operating leases in the accompanying condensed consolidated statements of operations and comprehensive loss was $0.1 million for each of the three months ended June 30, 2024 and 2023 and $0.2 million for each of the six months ended June 30, 2024 and 2023.

On April 19, 2024, the Company entered into a 38-month operating lease for 5,817 square feet of office space in Irvine, California, that expires on June 30, 2027 (the “Lease Agreement”). On April 19, 2024, in conjunction with the Lease Agreement, the Company terminated an existing operating lease for 5,197 square feet of office space in Irvine, California, that was set to expire on December 31, 2024. On April 19, 2024, the effective date of the Lease Agreement, the Company recognized additional net ROU assets and lease liabilities in the amount of $0.5 million.

On November 4, 2021, the Company entered into an operating lease for 6,138 square feet of office space in Burlington, Massachusetts, that expires on November 20, 2024.

The Company determines if a contract contains a lease at inception. Our office leases have a remaining term of approximately 3 years and do not include options to extend the leases for additional periods.

Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities as adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. As we have no outstanding debt nor committed credit facilities, secured or otherwise, we estimate this rate based on prevailing financial market conditions, comparable company and credit analysis, and management’s judgment.

Our leases contain rent escalations over the lease term. We recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

While we do not currently have any lease agreement with lease and non-lease components, we elected to account for lease and non-lease components as separate components.

We have elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded on the condensed consolidated balance sheet.

The components of lease expense were as follows (in thousands):


	For the Six Months Ended June 30,
	2024		2023
Operating lease cost(a)	$	203	$	199
(a) Includes variable operating lease expenses, which are immaterial

Other information related to leases was as follows (in thousands, except lease term and discount rate):


	For the Six Months Ended June 30,
	2024			2023
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	114		$	181
Weighted-average remaining lease term
Operating leases	1.67 years			1.45 years
Discount rate
Operating leases		2.12	%		2.49	%


	June 30,
	2024
2024 (remainder of)	$	185
2025		191
2026		197
2027		100
Total minimum lease payments		673
Less imputed interest		(18	)
Present value of lease liabilities		655
Less current portion of operating lease liabilities		(269	)
Non-current operating lease liabilities	$	386

Grants and Licenses

ALS Therapy Development Foundation, Inc. License Agreement

In May 2015, Anelixis executed a License Agreement (the “Agreement”), which is an exclusive patent rights agreement with ALS Therapy Development Foundation, Inc. (“ALS TDI”) for certain patents and “know-how” of ALS TDI. This Agreement continues until the licensee terminates the agreement with ninety days written notice. The Agreement requires license fees payable to ALS TDI, subject to the achievement of certain milestones and other conditions.

The first and second milestones of the Agreement are the dosing of the first subjects in a first toxicity study in non-human primates and the dosing of the first patient in a Phase I Clinical Trial, respectively. Both of these milestones were achieved as of December 31, 2018 and 2017. The fee due for the achievement of these milestones was $1.0 million each. During 2018 and 2017, Anelixis issued $1.0 million worth of its common stock in lieu of making a cash payment. There were no milestones achieved during the six months ended June 30, 2024 or 2023.

The Agreement was amended and restated in February 2020, and a first amendment to the restated license agreement was executed in September 2020. As amended in September 2020, the remaining milestone payments for a first licensed product total $6.0 million. In the event that the Company develops a second licensed product, the Company is obligated to pay up to $2.5 million in additional milestone payments.

In addition to the milestone payments, the Company is required to pay ALS TDI an amended annual license maintenance fee of $0.1 million beginning on the earlier of January 1, 2022, the Company’s first sublicense, or change in

control, as defined in the Agreement. The Company has made a $0.1 million annual license maintenance fee each year since 2022.

Furthermore, the Company is required to pay ALS TDI fees based on reaching certain levels of annual net sales of any product produced with the patent rights. A royalty in the low single digits will be due on aggregate net sales. Upon the first calendar year of reaching $500.0 million in aggregate net sales, the Company will be required to pay ALS TDI a one-time milestone payment of $15.0 million. Upon the first calendar year of reaching $1.0 billion in aggregate net sales, the Company is obligated to pay ALS TDI a one-time milestone payment of $30.0 million.

Lonza Sales AG Inc. License Agreement

In September 2018, Anelixis executed a License Agreement (the “Lonza Agreement”), which is a manufacturing know-how rights agreement with Lonza Sales AG Inc. (“Lonza”) for the use of certain processes and know-how related to the manufacture of tegoprubart. The Lonza Agreement continues until the later of the last Valid Claim (as defined therein) or ten years from the First Commercial Sale of tegoprubart, as defined and subject to the conditions therein. A royalty in the low single digits will be due on aggregate net sales of tegoprubart that is manufactured by Lonza or any other third-party or licensee.

eGenesis, Inc. Collaboration Agreement

In September 2022, and subsequently amended in January 2023, Eledon executed a non-exclusive collaborative research agreement with eGenesis, Inc. (the “eGenesis Agreement”), under which eGenesis will gain access to tegoprubart for eGenesis’ ongoing preclinical research and development xenotransplant studies of human-compatible organs and cells for the treatment of organ failure. eGenesis will pay Eledon for supplies of tegoprubart based on the number of study days per animal needed for the eGenesis preclinical xenotransplant studies. The eGenesis agreement continues until September 2025, unless terminated earlier by either party.

Legal Matters

The Company and its subsidiaries are not a party to or the subject of any claim or lawsuit that individually or in the aggregate is anticipated to have a material effect on the Company’s results of operations, financial condition or cash flows.

Indemnifications

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves future claims that may be made against the Company but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future because of these indemnification obligations. No amounts associated with such indemnifications have been recorded to date.

Contingencies

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. Management is not aware of any contingent liabilities requiring accrual at June 30, 2024.

Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Series X1 Non-voting Convertible Preferred Stock [Member]	Series X Non-Voting Convertible Preferred Stock [Member]
Beginning Balance at Dec. 31, 2022	$ 84,183	$ 14	$ 287,034	$ (202,865)
Beginning Balance, Shares at Dec. 31, 2022		13,776,788			117,970	6,204
Stock-based compensation	1,381		1,381
Net loss and comprehensive loss	(10,772)			(10,772)
Ending Balance at Mar. 31, 2023	74,792	$ 14	288,415	(213,637)
Ending Balance, Shares at Mar. 31, 2023		13,776,788			117,970	6,204
Beginning Balance at Dec. 31, 2022	84,183	$ 14	287,034	(202,865)
Beginning Balance, Shares at Dec. 31, 2022		13,776,788			117,970	6,204
Net loss and comprehensive loss	(76,532)
Ending Balance at Jun. 30, 2023	43,768	$ 23	323,142	(279,397)
Ending Balance, Shares at Jun. 30, 2023		23,043,933			110,086	4,422
Beginning Balance at Mar. 31, 2023	74,792	$ 14	288,415	(213,637)
Beginning Balance, Shares at Mar. 31, 2023		13,776,788			117,970	6,204
Issuance of common stock and pre-funded warrants in connection with Securities Purchase Agreement, net of issuance costs, Shares		8,730,168
Issuance of common stock and pre-funded warrants in connection with Securities Purchase Agreement, net of issuance costs, Value	33,017	$ 9	33,008
Issuance of common stock in connection with conversion of X non-voting convertible preferred stock, Shares		99,000				(1,782)
Issuance of common stock in connection with conversion of X1 non-voting convertible preferred stock, Shares		437,977			(7,884)
Issuance of common stock in connection with conversion of X1 non-voting convertible preferred stock, Value			(1)
Stock-based compensation	1,720		1,720
Net loss and comprehensive loss	(65,760)			(65,760)
Ending Balance at Jun. 30, 2023	43,768	$ 23	323,142	(279,397)
Ending Balance, Shares at Jun. 30, 2023		23,043,933			110,086	4,422
Beginning Balance at Dec. 31, 2023	7,208	$ 24	326,586	(319,402)
Beginning Balance, Shares at Dec. 31, 2023		24,213,130			110,086	4,422
Issuance of common stock in connection with exercise of pre-funded warrants, Shares		600,000
Issuance of common stock in connection with exercise of pre-funded warrants, Value	1	$ 1
Stock-based compensation	1,694		1,694
Net loss and comprehensive loss	(23,631)			(23,631)
Ending Balance at Mar. 31, 2024	(14,728)	$ 25	328,280	(343,033)
Ending Balance, Shares at Mar. 31, 2024		24,813,130			110,086	4,422
Beginning Balance at Dec. 31, 2023	7,208	$ 24	326,586	(319,402)
Beginning Balance, Shares at Dec. 31, 2023		24,213,130			110,086	4,422
Net loss and comprehensive loss	(68,538)
Ending Balance at Jun. 30, 2024	(8,501)	$ 39	379,400	(387,940)
Ending Balance, Shares at Jun. 30, 2024		38,506,614			110,086	4,422
Beginning Balance at Mar. 31, 2024	(14,728)	$ 25	328,280	(343,033)
Beginning Balance, Shares at Mar. 31, 2024		24,813,130			110,086	4,422
Issuance of common stock and pre-funded warrants in connection with Securities Purchase Agreement, net of issuance costs, Shares		13,110,484
Issuance of common stock and pre-funded warrants in connection with Securities Purchase Agreement, net of issuance costs, Value	48,070	$ 13	48,057
Issuance of common stock in connection with exercise of pre-funded warrants, Shares		583,000
Issuance of common stock in connection with exercise of pre-funded warrants, Value	1	$ 1
Stock-based compensation	3,063		3,063
Net loss and comprehensive loss	(44,907)			(44,907)
Ending Balance at Jun. 30, 2024	$ (8,501)	$ 39	$ 379,400	$ (387,940)
Ending Balance, Shares at Jun. 30, 2024		38,506,614			110,086	4,422

Net Loss Per Share - Schedule of Common Share Equivalents Included from Computation of Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net loss	$ (44,907)	$ (23,631)	$ (65,760)	$ (10,772)	$ (68,538)	$ (76,532)
Net loss per share, basic	$ (1.06)		$ (2.74)		$ (1.9)	$ (3.99)
Net loss per share, diluted	$ (1.06)		$ (2.74)		$ (1.9)	$ (3.99)
Weighted-average number of common shares, basic	42,278,411		24,006,549		36,133,906	19,173,080
Weighted-average number of common shares, diluted	42,278,411		24,006,549		36,133,906	19,173,080

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Restatement of Previously Issued Consolidated Financial Statements - Summary of Impact of Correction of Misstatements - Corrected Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liabilities	$ 120,821		$ 76,211	$ 56,181
Total liabilities	128,984		81,858	63,017
Common stock	39		24	23
Additional paid-in capital	379,400		326,586	323,142
Accumulated deficit	(387,940)		(319,402)	(279,397)
Total stockholders' equity	$ (8,501)	$ (14,728)	$ 7,208	43,768	$ 74,792	$ 84,183
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total liabilities				6,836
Common stock				23
Additional paid-in capital				323,142
Accumulated deficit				(223,216)
Total stockholders' equity				99,949	$ 74,792	$ 84,183
Restatement Impact [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Warrant liabilities				56,181
Total liabilities				56,181
Accumulated deficit				(56,181)
Total stockholders' equity				$ (56,181)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount of liability recognized for present obligation requiring transfer or otherwise providing economic benefit to others.

+ References

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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7

Reference 28: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7

Reference 29: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

+ Details

Commitments and Contingencies - Components of Lease Expense (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 203	$ 199

Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		6 Months Ended
	Jul. 10, 2024	Jul. 08, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jul. 11, 2024	May 09, 2024	May 07, 2024	Jan. 30, 2024	Dec. 31, 2023	Nov. 06, 2023	Nov. 02, 2023	Jul. 14, 2023	Jul. 10, 2023
Subsequent Event [Line Items]
Common stock, shares issued			38,506,614		38,506,614						24,213,130
Common stock, par value			$ 0.001		$ 0.001						$ 0.001
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds			$ 31,274	$ 56,181	$ 44,610	$ 56,181
Armistice Capital Master Fund Ltd [Member] \| Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Common stock, shares issued								583,000		600,000		653,000		501,197
Warrant exercise price									$ 0.001	$ 0.001			$ 0.001		$ 0.001
Number of pre-funded warrants exercised for common stock									583,000	600,000			653,000		501,197
Subsequent Event [Member] \| Securities Purchase Agreement Second Closing [Member] \| Private Placement [Member]
Subsequent Event [Line Items]
Common stock, shares issued		909,088
Common stock, par value		$ 0.001
Proceeds from Issuance of Common Stock		$ 2,100
Net proceeds after deducting offering costs		2,000
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds		43,900
Reduction to warrant liabilities		$ 43,900
Subsequent Event [Member] \| Amendment to the 2020 Long Term Incentive Plan [Member]
Subsequent Event [Line Items]
Increased number of shares	3,500,000
New aggregate share limit	17,960,000
Subsequent Event [Member] \| Armistice Capital Master Fund Ltd [Member] \| Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Common stock, shares issued							240,000
Warrant exercise price							$ 0.001
Number of pre-funded warrants exercised for common stock							240,000

Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid clinical	$ 2,907	$ 4,128
Prepaid insurance	260	624
Prepaid other	287	185
Other current assets	157	90
Total prepaid expenses and other current assets	$ 3,611	$ 5,027

Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2024

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

Note 6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Prepaid clinical	$	2,907	$	4,128
Prepaid insurance		260		624
Prepaid other		287		185
Other current assets		157		90
Total prepaid expenses and other current assets	$	3,611	$	5,027

Restatement of Previously Issued Consolidated Financial Statements - Summary of Impact of Correction of Misstatements - Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds	$ (31,274)		$ (56,181)		$ (44,610)	$ (56,181)
Net loss and comprehensive loss	$ (44,907)	$ (23,631)	$ (65,760)	$ (10,772)	$ (68,538)	$ (76,532)
Net loss per share, basic	$ (1.06)		$ (2.74)		$ (1.9)	$ (3.99)
Net loss per share, diluted	$ (1.06)		$ (2.74)		$ (1.9)	$ (3.99)
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss and comprehensive loss			$ (9,579)	$ (10,772)		$ (20,351)
Net loss per share, basic			$ (0.4)			$ (1.06)
Net loss per share, diluted			$ (0.4)			$ (1.06)
Restatement Impact [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds			$ (56,181)			$ (56,181)
Net loss and comprehensive loss			$ (56,181)			$ (56,181)
Net loss per share, basic			$ (2.34)			$ (2.93)
Net loss per share, diluted			$ (2.34)			$ (2.93)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 26,039	$ 4,612
Short-term investments	57,571	46,490
Prepaid expenses and other current assets	3,611	5,027
Total current assets	87,221	56,129
Operating lease asset, net	621	365
In-process research and development	32,386	32,386
Other assets	255	186
Total assets	120,483	89,066
Current liabilities:
Accounts payable	2,148	967
Current operating lease liabilities	269	383
Accrued expenses and other liabilities	3,608	2,545
Total current liabilities	6,025	3,895
Deferred tax liabilities	1,752	1,752
Non-current operating lease liabilities	386
Warrant liabilities	120,821	76,211
Total liabilities	128,984	81,858
Commitments and contingencies (Note 8)
Stockholders' equity (deficit):
Common stock, $0.001 par value, 200,000,000 shares authorized at June 30, 2024 and December 31, 2023; 38,506,614 and 24,213,130 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	39	24
Additional paid-in capital	379,400	326,586
Accumulated deficit	(387,940)	(319,402)
Total stockholders’ equity	(8,501)	7,208
Total liabilities and stockholders' equity (deficit)	120,483	89,066
Series X1 Non-voting Convertible Preferred Stock [Member]
Stockholders' equity (deficit):
Preferred stock, value
Series X Non-voting Convertible Preferred Stock [Member]
Stockholders' equity (deficit):
Preferred stock, value

Accrued Expenses and Other Liabilities

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses and Other Liabilities

Note 7. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30,		December 31,
	2024		2023
Accrued compensation and related expenses	$	1,561	$	2,003
Accrued clinical		1,248		451
Accrued professional services		94		47
Accrued other		705		44
Total accrued expenses and other liabilities	$	3,608	$	2,545

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 3,063	$ 1,720	$ 4,757	$ 3,101
Research and Development [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	816	455	1,166	852
General and Administrative [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 2,247	$ 1,265	$ 3,591	$ 2,249

Net Loss Per Share - Additional Information (Detail) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted-average common shares outstanding, Basic	42,278,411	24,006,549	36,133,906	19,173,080
Pre-funded Warrants [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted-average common shares outstanding, Basic	12,582,786	6,930,467	12,582,786	6,930,467
Warrant exercise price	$ 0.001		$ 0.001

Restatement of Previously Issued Consolidated Financial Statements - Summary of Impact of Correction of Misstatements - Corrected Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (44,907)	$ (23,631)	$ (65,760)	$ (10,772)	$ (68,538)	$ (76,532)
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds	$ 31,274		56,181		44,610	56,181
Net cash used in operating activities					$ (16,515)	(18,145)
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			(9,579)	$ (10,772)		(20,351)
Net cash used in operating activities						(18,145)
Restatement Impact [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss			(56,181)			(56,181)
Change in fair value of warrant liabilities and fair value of financial instruments issued in excess of proceeds			$ 56,181			$ 56,181

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Short-Term Investments

6 Months Ended

Jun. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Short-Term Investments

Note 4. Short-Term Investments

The objectives of the Company’s investment policy are to preserve principal, meet the Company's liquidity requirements and safeguard invested funds. Short-term investments consist of U.S. government securities and U.S. government agency securities. The Company has classified these investments as available-for-sale securities, as the sale of such investments may be required prior to maturity to implement management strategies, and therefore has classified all investments with maturity dates beyond three months at the date of purchase as current assets in the accompanying unaudited condensed consolidated balance sheets. Any premium or discount arising at purchase is amortized and/or accreted to interest income as an adjustment to yield using the straight-line method over the life of the instrument. The amortized cost of available-for-sale securities is adjusted for amortization of premiums and accretion of discounts to maturity. Investments are reported at their estimated fair value. Unrealized gains and losses are included in accumulated other comprehensive loss as a component of stockholders' equity until realized.

The following is a summary of short-term investments, which were classified as available-for-sale securities as of June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024				December 31, 2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. government securities	$	47,837	$	47,837	$	33,213	$	33,213
U.S. government agency securities		9,734		9,734		13,277		13,277
Total short-term investments	$	57,571	$	57,571	$	46,490	$	46,490

All of the Company's available-for-sale securities have a stated maturity of less than one year.

Stockholders' Equity

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Stockholders' Equity

Note 9. Stockholders’ Equity

Preferred Stock

The Company has 5,000,000 authorized shares of preferred stock with a par value of $0.001 per share:

•

Series X1 non-voting convertible preferred stock, 515,000 shares designated; 110,086 shares issued and outstanding, respectively, at each of June 30, 2024 and December 31, 2023; and

•

Series X non-voting convertible preferred stock, 10,000 shares designated; 4,422 shares issued and outstanding, respectively, at each of June 30, 2024 and December 31, 2023.

Each share of the Series X1 or X non-voting convertible preferred stock (the “Preferred Stock”) is convertible into 55.5556 shares of common stock, at the option of the holder at any time, subject to certain limitations, including, that the holder will be prohibited from converting the Preferred Stock into common stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own a number of shares of common stock above a conversion blocker, which is initially set at 9.99% or 9.9% of the total common stock then issued and outstanding immediately following the conversion of such shares of Series X Preferred Stock or Series X1 Preferred Stock, respectively. The holder of the Preferred Stock is entitled to receive dividends on shares of the Preferred Stock equal (on an as-if-converted-to-common-stock basis and without regard to any beneficial ownership limitations) to and in the same form as dividends actually paid on shares of the common stock. No other dividends will be paid on shares of the Preferred Stock. In the event of any liquidation, dissolution or winding up, the holder of the Preferred Stock will be entitled to receive out of the assets, whether capital or surplus, the same amount that a holder of common stock would receive if the Preferred Stock were fully converted to common stock, which amounts shall be paid pari passu with all holders of common stock. Shares of the Preferred Stock will generally have no voting rights, except as required by law and except that consent of a majority of the holders of either series of outstanding Preferred Stock will be required to amend the terms of such series.

2021 Equity Distribution Agreement

On March 31, 2021, the Company filed a registration statement on Form S-3 containing a prospectus and prospectus supplement under which the Company may offer and sell up to $75.0 million in shares of its common stock, from time to time, pursuant to an open market sale agreement with Jefferies LLC and by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933 (the “ATM Program”). Pursuant to the “baby shelf rules” promulgated by the SEC, if the Company’s public float is less than $75.0 million as of specified measurement periods, the number of shares of common stock that may be offered and sold by the Company under a Form S-3 registration statement, including pursuant to the ATM Program, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of the Company’s public float. As of June 30, 2024, the Company was permitted to sell up to $33.5 million of shares of common stock pursuant to the ATM Program under the SEC’s “baby shelf rules.” The Company will remain subject to the “baby shelf rules” under the Form S-3 registration statement until such time as its public float exceeds $75.0 million. Through June 30, 2024, no shares of common stock had been sold under the ATM program. The Form S-3 registration statement pursuant to which the ATM Program was registered expired in May 2024 and no shares of common stock were able to be sold under the ATM Program after that date.

2023 Securities Purchase Agreement

On April 28, 2023, the Company entered into the 2023 Securities Purchase Agreement with certain investors, pursuant to which the Company agreed to issue and sell to the investors in the 2023 Private Placement (i) in an initial closing, (a) an aggregate of 15,151,518 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share, or pre-funded warrants in lieu thereof (the “Pre-Funded Warrants”), and (b) common stock warrants exercisable into an aggregate of 15,151,518 shares of common stock (or Pre-Funded Warrants in lieu thereof) (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”); (ii) in the Second Closing, upon the satisfaction or waiver of specified conditions set forth in the 2023 Securities Purchase Agreement, an aggregate of 20,202,024 shares of common stock (or Pre-Funded Warrants); and (iii) in the Third Closing, upon the satisfaction or waiver of specified conditions set forth in the 2023 Securities Purchase Agreement, an aggregate of 25,252,530 shares of common stock (or Pre-Funded Warrants), in each case subject to customary adjustments as provided in the 2023 Securities Purchase Agreement, Pre-Funded Warrant or Common Warrant, as applicable. Each Common Warrant has an exercise price of $3.00 per share and expires five years after issuance. The Pre-Funded Warrants are exercisable immediately and until exercised in full, with an exercise price of $0.001 per share.

The Pre-Funded Warrants and Common Warrants are subject to specified beneficial ownership limitations, which are generally set at 9.99% of the total common stock then issued and outstanding immediately following the exercise of such warrants, and provided that any beneficial ownership limitation may not exceed 19.99% unless otherwise permitted. The Shares, the Warrants, and the shares of common stock issuable upon the exercise of the Warrants, have not been registered under the Securities Act of 1933, as amended, and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder.

On May 5, 2023, the initial closing occurred and the Company received $35.0 million, or net proceeds of approximately $33.0 million after deducting offering costs, in exchange for 8,730,168 shares of common stock and Pre-Funded Warrants to purchase 6,421,350 shares of common stock. As described in Note 12, on July 8, 2024, the Second Closing occurred and the Company received gross proceeds of $2.1 million, or net proceeds of approximately $2.0 million after deducting offering costs, in exchange for 909,088 shares of common stock. The Company may receive an additional

$58.3 million upon sale of the shares to be issued in the Third Closing, subject to the satisfaction or waiver of specified conditions, including clinical development milestones and volume weighted average share price levels and trading volume conditions, and an additional $45.5 million assuming the exercise of all Common Warrants issued in the initial closing of the 2023 Private Placement.

In connection with the 2023 Private Placement, the Company filed on May 18, 2023, a registration statement on Form S-3 (“Registration Statement”) with the SEC to register for resale the Shares and the shares of common stock issuable upon the exercise of the Warrants. The Registration Statement became effective on June 2, 2023.

In August 2024, the Company concluded that the Common Warrants, and the potential issuance of Pre-Funded Warrants in lieu of additional shares of common stock in the Second and Third Closings (the “Subsequent Closing Warrants”) do not meet the conditions to be classified as equity instruments under ASC 815-40 and must instead be recorded as liabilities on the Company’s consolidated balance sheets at their fair value and remeasured at fair value for each subsequent reporting period.

The valuation of the Common Warrants and the Subsequent Closing Warrants is adjusted to fair value (Level 3) at each balance sheet date until the Common Warrants and the Subsequent Closing Warrants are settled or expired.

The following table presents the assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options granted as of June 30, 2024 as follows:


	June 30, 2024		December 31, 2023
Risk-free interest rate	4.33%		3.84% - 3.88%
Expected volatility	91.90% - 97.15%		89.08% - 94.28%
Expected term (in years)	4.0 - 5.5		4.5 - 6.0
Share price	$	2.64	$	1.80

2024 Securities Purchase Agreement

On May 6, 2024, the Company entered into a Securities Purchase Agreement (the “2024 Securities Purchase Agreement”) (see Note 9) with certain institutional and accredited investors, pursuant to which the Company agreed to issue and sell to the investors in a private placement (the “2024 Private Placement”) an aggregate of 13,110,484 shares (the “2024 Shares”) of the Company’s common stock, $0.001 par value per share at a price of $2.37 per share, and pre-funded warrants (the “2024 Pre-Funded Warrants”) at a price of $2.369 per underlying share, which are exercisable to purchase 7,989,516 shares of common stock at an exercise price of $0.001 per share. The 2024 Pre-Funded Warrants were issued in lieu of shares of common stock and are exercisable immediately and until exercised in full. The 2024 Pre-Funded Warrants are subject to specified beneficial ownership limitations (equal to 4.99% or 9.99% as determined by holder of each such warrant) of the total common stock then issued and outstanding immediately following the exercise of such warrants, and provided that any beneficial ownership limitation may not exceed 19.99% unless otherwise permitted.

The 2024 Pre-Funded Warrants were classified as a component of permanent stockholders’ equity within additional paid-in-capital. The 2024 Pre-Funded Warrants are equity classified because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, permit the holders to receive a fixed number of common shares upon exercise, are indexed to the Company’s common stock and meet the equity classification criteria. In addition, the 2024 Pre-Funded Warrants do not provide any guarantee of value or return.

The 2024 Private Placement resulted in gross proceeds to the Company of $50.0 million, or net proceeds of approximately $48.1 million after deducting offering costs. The Company intends to use the net proceeds from the 2024 Private Placement to fund pre-commercial activities for its products and general corporate purposes.

In connection with the 2024 Private Placement, the Company filed on May 24, 2024, a registration statement on Form S-3 (“Registration Statement”) with the SEC to register for resale the Shares and the shares of common stock issuable upon the exercise of the Warrants. The Registration Statement became effective on June 5, 2024.

2023 Conversion Agreement of Non-Voting Convertible Preferred Stock

On May 16, 2023, Cormorant Global Healthcare Master Fund LP provided notice to convert (i) 1,782 shares of Series X Non-Voting Convertible Preferred Stock for 99,000 shares of common stock in accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Series X Non-Voting Convertible Preferred Stock, and (ii) 7,883.586 shares of Series X1 Non-Voting Convertible Preferred Stock for 437,977 shares of common stock in accordance with the Certificate of Designation of Preferences, Rights and Limitations of the Series X1 Non-Voting Convertible Preferred Stock. The conversion was completed on May 23, 2023.

Exercise of Pre-Funded Warrants from 2023 Securities Purchase Agreement

On July 10, 2023, Armistice Capital Master Fund Ltd. (the “Exercising Stockholder”) exercised Pre-Funded Warrants to purchase 501,197 shares of common stock at an exercise price of $0.001 per share, which were issued in conjunction with the 2023 Securities Purchase Agreement. On July 14, 2023, the Company issued 501,197 shares of common stock to the Exercising Stockholder in accordance with such exercise.

On November 2, 2023, the Exercising Stockholder exercised Pre-Funded Warrants to purchase 653,000 shares of common stock at an exercise price of $0.001 per share, which were issued in conjunction with the 2023 Securities Purchase Agreement. On November 6, 2023, the Company issued 653,000 shares of common stock to the Exercising Stockholder in accordance with such exercise.

On January 30, 2024, the Exercising Stockholder exercised Pre-Funded Warrants to purchase 600,000 shares of common stock at an exercise price of $0.001 per share, which were issued in conjunction with the 2023 Securities Purchase Agreement. On January 30, 2024, the Company issued 600,000 shares of common stock to the Exercising Stockholder in accordance with such exercise.

On May 7, 2024, the Exercising Stockholder exercised Pre-Funded Warrants to purchase 583,000 shares of common stock at an exercise price of $0.001 per share, which were issued in conjunction with the 2023 Securities Purchase Agreement. On May 9, 2024, the Company issued 583,000 shares of common stock to the Exercising Stockholder in accordance with such exercise.

Common Stock Warrants

As of June 30, 2024, there were 28,361,237 warrants exercisable into common stock (after rounding for fractional shares and subject to beneficial ownership limitations).

The following table shows the warrants to purchase common stock activity:


	Roll-Forward of Warrant Activity
	Common Stock Warrants		Pre-Funded Warrants			All Other Warrants			Total
Balance as of December 31, 2023		15,151,518		5,776,270			636,514			21,564,302
Issued		—		7,989,516			—			7,989,516
Exercised		—		(1,183,000	)		—			(1,183,000	)
Cancelled/Expired		—		—			(9,581	)		(9,581	)
Balance as of June 30, 2024		15,151,518		12,582,786			626,933			28,361,237

Preferred Stock Warrants


	Roll-Forward of Series X1 Non-Voting Convertible Preferred Warrant Activity
	Total
Balance as of December 31, 2023		50,207.419
Issued		—
Exercised		—
Balance as of June 30, 2024		50,207.419

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
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+ Details