0000950170-23-021372 | 10-Q | XBRL Viewer | Eledon Pharmaceuticals INC

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Commitments and Contingencies - Schedule of Other Information Related to Leases (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 83	$ 97
Remaining lease term
Operating leases	1 year 8 months 12 days	2 years 1 month 28 days
Discount rate
Operating leases	2.49%	3.00%

Condensed Consolidated Statements of Stockholders' Equity - 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, 2021	$ 163,995	$ 14	$ 278,880	$ (114,899)
Beginning Balance, Shares at Dec. 31, 2021		14,306,788			108,070	6,204
Cancellation of common stock in connection with exchange for preferred stock	1		1
Cancellation of common stock in connection with exchange for preferred stock, Shares		(550,000)			9,900
Stock-based compensation	2,186		2,186
Net loss and other comprehensive loss	(9,864)			(9,864)
Ending Balance at Mar. 31, 2022	156,318	$ 14	281,067	(124,763)
Ending Balance, Shares at Mar. 31, 2022		13,756,788			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
Stock-based compensation	1,381		1,381
Net loss and other 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

- Definition

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

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Going Concern and Management's Plans (Additional Information) (Details) - USD ($) $ in Thousands		3 Months Ended
	May 05, 2023	Mar. 31, 2023	Mar. 31, 2022	Apr. 28, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net loss		$ (10,772)	$ (9,864)
Accumulated deficit		(213,637)			$ (202,865)
Cash and cash equivalents		$ 46,485			$ 56,409
Common stock, shares issued		13,776,788			13,776,788
Common stock, shares outstanding		13,776,788			13,776,788
Securities purchase agreement initial closing Member \| Private Placement [Member] \| Subsequent Event
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Warrants issued	$ 35,000
Securities purchase agreement initial closing Member \| Private Placement [Member] \| Subsequent Event \| Pre-funded Warrants
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] \| Subsequent Event
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 warrants to purchase common stock shares	15,151,518			15,151,518
Securities purchase agreement second and third closing \| Accredited Investor [Member] \| Private Placement [Member] \| Subsequent Event
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Warrants issued	$ 105,000

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Dec. 18, 2020	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2020
Summary Of Significant Accounting Policies [Line Items]
Net loss		$ (10,772)	$ (9,864)
Cash and cash equivalents		46,485	$ 76,677	$ 56,409	$ 84,833
Accumulated deficit		$ (213,637)		(202,865)
Cash, cash equivalents and restricted cash, maturity period		three months or less
Cash equivalents		$ 9,400		$ 9,300
Basic weighted average shares outstanding		14,285,905	14,330,693
Warrants exercise price		$ 0.001
Antidilutive securities excluded from computation of earnings per share, amount		10,238,198	8,316,473
2014 Stock Incentive Plan [Member]
Summary Of Significant Accounting Policies [Line Items]
Increase in number of shares of common stock authorized for issuance						28,816
Common stock, number of shares initially reserved for issuance		0
2014 Employee Stock Purchase Plan [Member]
Summary Of Significant Accounting Policies [Line Items]
Increase in number of shares of common stock authorized for issuance						7,204
Common stock, number of shares initially reserved for issuance		24,077
2020 Plan [Member]
Summary Of Significant Accounting Policies [Line Items]
Common stock, number of shares initially reserved for issuance	4,860,000	1,576,570
Percentage of issued and outstanding shares of common stock	15.00%
Stock Options [Member] \| Board of Directors [Member]
Summary Of Significant Accounting Policies [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 for the extended range of time of 12 to 18 months vested stock options granted to Board members may be exercised upon termination.
Expected life assumption using simplified method		12 months
Stock Options [Member] \| Minimum [Member] \| Board of Directors [Member]
Summary Of Significant Accounting Policies [Line Items]
Vesting period of stock options granted		12 months
Stock Options [Member] \| Maximum [Member] \| Board of Directors [Member]
Summary Of Significant Accounting Policies [Line Items]
Vesting period of stock options granted		18 months
Warrants [Member]
Summary Of Significant Accounting Policies [Line Items]
Basic weighted average shares outstanding		509,117
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%

Stockholders' Equity - Additional Information (Detail) - USD ($)		3 Months Ended
	Jan. 11, 2022	Mar. 31, 2023	Mar. 31, 2021
Class Of Stock [Line Items]
Debt outstanding		$ 0
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
Securities Purchase Agreement [Member]
Class Of Stock [Line Items]
Number of days after registration settlement		90 days
Common Stock [Member]
Class Of Stock [Line Items]
Warrants available for exercise		1,145,631
Jeffries 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		$ 75,000,000.0
Jeffries LLC [Member] \| Maximum [Member] \| ATM Program [Member]
Class Of Stock [Line Items]
Equity distribution agreement maximum value of common shares issuable		$ 13,200,000
BVF Exchanging Stockholders [Member] \| Series X1 Exchange Agreement [Member] \| Series X1 Non-voting Convertible Preferred Stock [Member]
Class Of Stock [Line Items]
Conversion of stock, shares issued	9,899.99
BVF Exchanging Stockholders [Member] \| Common Stock [Member] \| Series X1 Exchange Agreement [Member]
Class Of Stock [Line Items]
Conversion of stock, shares converted	550,000

Subsequent Events (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions	May 05, 2023	Apr. 28, 2023	Mar. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Common stock, shares issued			13,776,788	13,776,788
Common stock, shares outstanding			13,776,788	13,776,788
Common stock, par value, per share			$ 0.001	$ 0.001
Warrants exercise price			$ 0.001
Common Stock [Member]
Subsequent Event [Line Items]
Warrant to purchase common stock			1,145,631
Private Placement Warrants [Member] \| Accredited Investor [Member] \| Subsequent Event
Subsequent Event [Line Items]
Warrants exercise price		$ 3.00
Private Placement Warrants [Member] \| Accredited Investor [Member] \| Pre-funded Warrants \| Subsequent Event
Subsequent Event [Line Items]
Warrants exercise price		$ 0.001
Private Placement Warrants [Member] \| Securities purchase agreement initial closing Member \| Subsequent Event
Subsequent Event [Line Items]
Common Warrants issued	$ 35.0
Private Placement Warrants [Member] \| Securities purchase agreement initial closing Member \| Common Stock [Member] \| Subsequent Event
Subsequent Event [Line Items]
Common stock, shares issued	8,730,168
Private Placement Warrants [Member] \| Securities purchase agreement initial closing Member \| Pre-funded Warrants \| Subsequent Event
Subsequent Event [Line Items]
Common stock, shares issued	6,421,350
Private Placement Warrants [Member] \| Securities purchase agreement initial closing Member \| Accredited Investor [Member] \| Subsequent Event
Subsequent Event [Line Items]
Common stock, shares issued	8,730,168	15,151,518
Common stock, par value, per share		$ 0.001
Common stock warrants exercisable	15,151,518	15,151,518
Common Warrants issued	$ 45.5
Private Placement Warrants [Member] \| Securities purchase agreement second closing Member \| Accredited Investor [Member] \| Subsequent Event
Subsequent Event [Line Items]
Common stock, shares issued		20,202,024
Private Placement Warrants [Member] \| Securities purchase agreement third closing Member \| Accredited Investor [Member] \| Subsequent Event
Subsequent Event [Line Items]
Common stock, shares issued		25,252,530
Private Placement Warrants [Member] \| Securities purchase agreement second and third closing \| Accredited Investor [Member] \| Subsequent Event
Subsequent Event [Line Items]
Common Warrants issued	$ 105.0

Stockholders' Equity - Schedule of Stock-Based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation	$ 1,381	$ 2,186
Research and Development [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation	397	880
General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation	$ 984	$ 1,306

Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued Liabilities and Other Liabilities [Abstract]
Accrued compensation and related expenses	$ 845	$ 1,909
Accrued clinical	1,141	1,826
Accrued professional services	206	65
Accrued other	50	112
Total accrued expenses and other liabilities	$ 2,242	$ 3,912

Commitments and Contingencies - Schedule of Future Payments Under Noncancelable Operating Leases (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
2023 (remainder of)	$ 295
2024	388
Total minimum lease payments	683
Less imputed interest	(15)
Present value of lease liabilities	668
Less current portion of operating lease liabilities	(384)	$ (363)
Non-current operating lease liabilities	$ 284	$ 383

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Components of Lease Expense

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


	For the Three Months Ended March 31,
	2023		2022
Operating lease cost(a)	$	100	$	102
(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 Three Months Ended March 31,
	2023			2022
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	83		$	97
Remaining lease term
Operating leases	1.70 years			2.16 years
Discount rate
Operating leases		2.49	%		3.00	%

Schedule of Future Payments Under Noncancelable Operating Leases

Future payments under noncancelable operating leases having initial or remaining terms of one year or more are as follows for the succeeding fiscal year and thereafter (in thousands):


	March 31,
	2023
2023 (remainder of)		295
2024		388
Total minimum lease payments		683
Less imputed interest		(15	)
Present value of lease liabilities		668
Less current portion of operating lease liabilities		(384	)
Non-current operating lease liabilities	$	284

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 46,485	$ 56,409
Prepaid expenses and other current assets	2,419	3,109
Total current assets	48,904	59,518
Operating lease asset, net	647	739
In-process research and development	32,386	32,386
Other assets	369	150
Total assets	82,306	92,793
Current liabilities:
Accounts payable	2,852	2,200
Current operating lease liabilities	384	363
Accrued expenses and other liabilities	2,242	3,912
Total current liabilities	5,478	6,475
Deferred tax liabilities	1,752	1,752
Non-current operating lease liabilities	284	383
Total liabilities	7,514	8,610
Commitments and contingencies (Note 6)
Stockholders’ equity:
Common stock, $0.001 par value, 200,000,000 shares authorized at March 31, 2023 and December, 31, 2022; 13,776,788 shares issued and outstanding at March 31, 2023 and December 31, 2022	14	14
Additional paid-in capital	288,415	287,034
Accumulated deficit	(213,637)	(202,865)
Total stockholders’ equity	74,792	84,183
Total liabilities and stockholders’ equity	82,306	92,793
Series X1 Non-voting Convertible Preferred Stock [Member]
Stockholders’ equity:
Preferred stock, value
Series X Non-voting Convertible Preferred Stock [Member]
Stockholders’ equity:
Preferred stock, value

Commitments and Contingencies - Components of Lease Expense (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 100	$ 102

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities
Net loss	$ (10,772)	$ (9,864)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of operating lease asset	92	93
Stock-based compensation	1,381	2,186
Changes in operating assets and liabilities:
Prepaid expenses and other assets	471	921
Accounts payable, accrued expenses and other liabilities	(1,018)	(1,401)
Operating lease liabilities	(78)	(91)
Net cash used in operating activities	(9,924)	(8,156)
Financing activities
Net change in cash and cash equivalents	(9,924)	(8,156)
Cash and cash equivalents at beginning of period	56,409	84,833
Cash and cash equivalents at end of period	$ 46,485	76,677
Supplemental disclosure of non-cash investing and financing activities
Common stock exchanged for X1 non-voting convertible preferred stock		$ 1

Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

Note 4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	March 31,		December 31,
	2023		2022
Prepaid insurance	$	534	$	823
Prepaid clinical		1,580		2,115
Prepaid other		258		143
Other current assets		47		28
Total prepaid expenses and other current assets	$	2,419	$	3,109

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	May 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
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		22,506,956
Entity File Number	001-36620
Entity Tax Identification Number	20-1000967
Entity Address, Address Line One	19900 MacArthur Blvd
Entity Address, Address Line Two	Suite 550
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

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

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

As the shares underlying these 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 March 31,
	2023			2022
	(In thousands, except share and per share data)
Net loss used in the calculation of basic and diluted loss per share	$	(10,772	)	$	(9,864	)
Net loss per share, basic and diluted	$	(0.75	)	$	(0.69	)
Weighted-average number of common shares, basic and diluted		14,285,905			14,330,693

Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2023

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	March 31,		December 31,
	2023		2022
Prepaid insurance	$	534	$	823
Prepaid clinical		1,580		2,115
Prepaid other		258		143
Other current assets		47		28
Total prepaid expenses and other current assets	$	2,419	$	3,109

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
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	13,776,788	13,776,788
Common stock, shares outstanding	13,776,788	13,776,788
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	117,970	117,970
Preferred stock, shares outstanding	117,970	117,970
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	6,204	6,204
Preferred stock, shares outstanding	6,204	6,204

Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 6. 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 March 31, 2023 and 2022.

The Company has an operating lease for 5,197 square feet of office space in Irvine, California. Effective January 1, 2023, the office lease was amended to extend the term of the lease through December 31, 2024.

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 twenty-one months 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 Three Months Ended March 31,
	2023		2022
Operating lease cost(a)	$	100	$	102
(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 Three Months Ended March 31,
	2023			2022
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	83		$	97
Remaining lease term
Operating leases	1.70 years			2.16 years
Discount rate
Operating leases		2.49	%		3.00	%

Future payments under noncancelable operating leases having initial or remaining terms of one year or more are as follows for the succeeding fiscal year and thereafter (in thousands):


	March 31,
	2023
2023 (remainder of)		295
2024		388
Total minimum lease payments		683
Less imputed interest		(15	)
Present value of lease liabilities		668
Less current portion of operating lease liabilities		(384	)
Non-current operating lease liabilities	$	284

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. No milestones were achieved during either the three months ended March 31, 2023 or the year ended December 31, 2022.

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. Beginning in 2022, the Company began paying the $0.1 million annual license maintenance fee to ALS TDI.

Furthermore, the Company shall 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 shall 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 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.

Israeli Innovation Authority Grant

From 2012 through 2015, the Company received grants in the amount of approximately $0.5 million from the Israeli Innovation Authority (previously the Office of Chief Scientist) of the Israeli Ministry of Economy and Industry designated for investments in research and development. The grants are linked to the U.S. Dollar and bear annual interest of LIBOR. The grants are to be repaid out of royalties from sales of the products developed by the Company from its investments in research and development. Because the Company has not yet earned revenues related to these investments and cannot estimate potential royalties, no liabilities related to these grants have been recorded as of each period presented. Repayment of the grant is contingent upon the successful completion of the Company’s research and development programs and generating sales. The Company has no obligation to repay these grants if the research and development program fails, is unsuccessful or aborted or if no sales are generated. The Company has not yet generated sales as of March 31, 2023; therefore, no liability was recorded for the repayment in the accompanying condensed consolidated financial statements.

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. There have been no contingent liabilities requiring accrual at March 31, 2023.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

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 financial statements and accompanying notes of Eledon for the year ended December 31, 2022 included in the Annual Report on Form 10-K filed by the Company with the SEC on March 30, 2023. The results of operations and comprehensive loss for the three months ended March 31, 2023 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, accruals for liabilities, impairment of long-lived assets, and other matters that affect the consolidated financial statements and related disclosures. Actual results could differ materially from those estimates under different assumptions or conditions and the differences may be material to the consolidated financial statements.

Cash and Cash Equivalents

Cash represents cash deposits held at financial institutions. The Company considers all liquid investments purchased with an original maturity of three months or less and that can be liquidated without prior notice or penalty to be cash equivalents. The carrying value of cash equivalents approximates their fair value due to the short-term maturities of these instruments. Cash equivalents are held for the purpose of meeting short-term liquidity requirements, rather than for investment purposes. The Company had $9.4 million and $9.3 million of cash equivalents at March 31, 2023 and December 31, 2022, respectively.

Concentration of Credit Risk and Other Risks and Uncertainties

As of March 31, 2023 and December 31, 2022, all of the Company’s long-lived assets were located in the United States.

Financial instruments that are subject to concentration of credit risk consist primarily of cash equivalents. The Company’s policy is to invest cash in institutional money market funds to limit the amount of credit exposure. At times, the

Company maintains cash equivalents in short‑term money market funds and it has not experienced any losses on its cash equivalents.

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.

Our facilities and equipment, including those of our suppliers and vendors, may be affected by natural or man-made disasters. Our administrative office is based in Irvine, California and we manage all our research and development activities through third parties that are located throughout the world. We have taken precautions to safeguard our facilities, equipment and systems, including insurance, health and safety protocols, and off-site storage of computer data. However, our facilities and systems, as well as those of our 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 our operations, damage or destroy our equipment or inventory, and cause us to incur additional expenses and delay research and development activities. In addition, the insurance coverage we maintain may not be adequate to cover our losses in any circumstance and may not continue to be available to use on acceptable terms, or at all.

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 months ended March 31, 2023.

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 months ended March 31, 2023 include 509,117 shares underlying warrants to purchase common

shares. As the shares underlying these 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 March 31,
	2023			2022
	(In thousands, except share and per share data)
Net loss used in the calculation of basic and diluted loss per share	$	(10,772	)	$	(9,864	)
Net loss per share, basic and diluted	$	(0.75	)	$	(0.69	)
Weighted-average number of common shares, basic and diluted		14,285,905			14,330,693

The computation of diluted earnings per share excludes incentive stock options, restricted stock units and warrants that are anti-dilutive. For the three months ended March 31, 2023 and 2022, common share equivalents of 10,238,198 shares and 8,316,473 shares, respectively, were excluded because their inclusion would have been anti-dilutive.

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 for the extended range of time of 12 to 18 months 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.

In March 2020, the Board approved an increase of 28,816 shares issuable under the 2014 Stock Incentive Plan (the “2014 Plan”) and 7,204 shares issuable under the 2014 Employee Stock Purchase Plan (the “ESPP”).

On December 18, 2020, the Company held a special meeting of its stockholders (the “Special Meeting”), whereby the Company’s stockholders approved the 2020 Long Term Incentive Plan (the “2020 Plan”). The aggregate number of shares of stock initially available for issuance under the 2020 Plan was 4,860,000 shares of common stock, which represented approximately 15% of the total issued and outstanding shares of the Company’s common stock as of the record date of the Special Meeting (calculated on an as-converted basis and without regard to the potential application of beneficial ownership conversion limitations on the Preferred Stock) and may be increased by the number of shares under the 2014 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company.

The 2014 Plan was closed to new grants following the approval of the 2020 Plan, and therefore, there were no shares reserved for issuance under the 2014 Plan as of March 31, 2023. The number of shares reserved for issuance under the 2020 Plan and ESPP was 1,576,570 and 24,077 shares, respectively, as of March 31, 2023.

Recently Issued or Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

No new accounting pronouncement issued or effective during the fiscal period had or is expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures.

Description of Business

3 Months Ended

Mar. 31, 2023

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”, also called “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.

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 8. Subsequent Events

On April 28, 2023, the Company entered into the Securities Purchase Agreement with Purchasers, pursuant to which the Company agreed to issue and sell to the Purchasers in the 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 a second closing, upon the satisfaction of specified conditions set forth in the Securities Purchase Agreement, an aggregate of 20,202,024 shares of common stock (or Pre-Funded Warrants); and (iii) in a third closing, upon the satisfaction of specified conditions set forth in the 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 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 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, in exchange for 8,730,168 shares of common stock and Pre-Funded Warrants to purchase 6,421,350 shares of common stock. The Company may receive an additional $105.0 million upon sale of the shares to be issued in the second and third closings, subject to achieving specified 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 Private Placement.

Commitments and Contingencies - Additional Information (Detail)			3 Months Ended		12 Months Ended
	Jan. 01, 2023	Nov. 04, 2021 ft²	Mar. 31, 2023 USD ($) ft² Milestone	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) Milestone	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2015 USD ($)
Other Commitments [Line Items]
Rental expense			$ 100,000	$ 100,000
Indemnification obligations amount			0
Contingent Liabilities			$ 0
Office of Chief Scientist of Israeli Ministry of Economy and Industry [Member]
Other Commitments [Line Items]
Grants received									$ 500,000
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
Annual License Maintenance Fee					$ 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
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
Maximum [Member] \| ALS Therapy Development Foundation, Inc. License Agreement [Member]
Other Commitments [Line Items]
Development and regulatory milestone payments								$ 2,500,000
Irvine, California [Member]
Other Commitments [Line Items]
Area of office space \| ft²			5,197
Lease expiration date	Dec. 31, 2024
Burlington, Massachusetts [Member]
Other Commitments [Line Items]
Area of office space \| ft²		6,138
Lease expiration date		Nov. 20, 2024

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses
Research and development	$ 8,113	$ 6,635
General and administrative	2,997	3,224
Total operating expenses	11,110	9,859
Loss from operations	(11,110)	(9,859)
Other income (expense), net	338	(5)
Net loss and comprehensive loss	$ (10,772)	$ (9,864)
Net loss per share, Basic	$ (0.75)	$ (0.69)
Net loss per share, Diluted	$ (0.75)	$ (0.69)
Weighted-average common shares outstanding, Basic	14,285,905	14,330,693
Weighted Average Number of Shares Outstanding, Diluted	14,285,905	14,330,693

Summary of Significant Accounting Policies - Schedule of Common Share Equivalents Included from Computation of Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net loss	$ (10,772)	$ (9,864)
Net loss per share, Basic	$ (0.75)	$ (0.69)
Net loss per share, Diluted	$ (0.75)	$ (0.69)
Weighted-average common shares outstanding, Basic	14,285,905	14,330,693
Weighted-average common shares outstanding, Diluted	14,285,905	14,330,693

- Definition

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

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- Definition

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

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+ Details

Accrued Expenses and Other Liabilities

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Liabilities

Note 5. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	March 31,		December 31,
	2023		2022
Accrued compensation and related expenses	$	845	$	1,909
Accrued clinical		1,141		1,826
Accrued professional services		206		65
Accrued other		50		112
Total accrued expenses and other liabilities	$	2,242	$	3,912

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2023

Class Of Stock [Line Items]

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 March 31,
	2023		2022
Research and development	$	397	$	880
General and administrative		984		1,306
Total stock-based compensation	$	1,381	$	2,186

Common Stock Warrants [Member]

Class Of Stock [Line Items]

Schedule of Warrant Activity

As of March 31, 2023, there were 1,145,631 warrants exercisable into common stock (rounding for fractional shares and subject to beneficial ownership blockers).


	Roll Forward of Warrant Activity
	Registered direct warrants, placement agent		Private placement warrants		Private placement warrants, placement agent		Warrants exchanged for common stock		Warrants exchanged for Series X1 preferred stock		Total
Balance as of December 31, 2022		9,581		319,064		9,177		509,117		298,692		1,145,631
Issued		—		—		—		—		—		—
Exercised		—		—		—		—		—		—
Cancelled/Expired		—		—		—		—		—		—
Balance as of March 31, 2023		9,581		319,064		9,177		509,117		298,692		1,145,631

Preferred Stock Warrants [Member]

Class Of Stock [Line Items]

Schedule of Warrant Activity

As of March 31, 2023, there were 50,207.419 warrants exercisable into Series X1 Preferred Stock, which are convertible into 2,789,301 shares of common stock (rounding for fractional shares and subject to beneficial ownership conversion blockers).


	Roll Forward of Series X1 Convertible Preferred Warrant Activity
	Total
Balance as of December 31, 2022		50,207.419
Assumed and replaced		—
Exercised		—
Cancelled/Expired		—
Balance as of March 31, 2023		50,207.419

Stockholders' Equity

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Stockholders' Equity

Note 7. Stockholders’ Equity

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 million in shares of its common stock, from time to time, pursuant to an open market sale agreement with Jeffries 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 March 31, 2023, due to the SEC’s “baby shelf rules,” the Company was permitted to sell up to $13.2 million of shares of common stock pursuant to the ATM Program. 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 March 31, 2023, no shares of common stock have been sold under the ATM program. Under the Securities Purchase Agreement described in Note 8, the Company is restricted from selling shares under the ATM Program until the later of (i) 4 months from April 28, 2023 and (ii) ninety days after the registration statement filed pursuant to the Securities Purchase Agreement has been declared effective.

Common Stock Warrants

As of March 31, 2023, there were 1,145,631 warrants exercisable into common stock (rounding for fractional shares and subject to beneficial ownership blockers).


	Roll Forward of Warrant Activity
	Registered direct warrants, placement agent		Private placement warrants		Private placement warrants, placement agent		Warrants exchanged for common stock		Warrants exchanged for Series X1 preferred stock		Total
Balance as of December 31, 2022		9,581		319,064		9,177		509,117		298,692		1,145,631
Issued		—		—		—		—		—		—
Exercised		—		—		—		—		—		—
Cancelled/Expired		—		—		—		—		—		—
Balance as of March 31, 2023		9,581		319,064		9,177		509,117		298,692		1,145,631

Exchange Agreement

On January 11, 2022, the Company entered into an exchange agreement (the “Series X1 Exchange Agreement”) with Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., MSI BVF SPV, L.L.C. (collectively, the “BVF Exchanging Stockholders”), pursuant to which the Series X1 Exchanging Stockholders exchanged (the “Series X1 Exchange”) 550,000 shares of the Company’s common stock for 9,899.99 shares of Series X1 Non-Voting Convertible Preferred Stock.

Preferred Stock Warrants


	Roll Forward of Series X1 Convertible Preferred Warrant Activity
	Total
Balance as of December 31, 2022		50,207.419
Assumed and replaced		—
Exercised		—
Cancelled/Expired		—
Balance as of March 31, 2023		50,207.419

Stock-Based Compensation

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 March 31,
	2023		2022
Research and development	$	397	$	880
General and administrative		984		1,306
Total stock-based compensation	$	1,381	$	2,186

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Stockholders' Equity - Schedule of Series X1 Convertible Preferred Stock Warrant Activity (Detail) - Preferred Stock Warrants [Member]	3 Months Ended
	Mar. 31, 2023 shares
Class Of Warrant Or Right [Line Items]
Beginning Balance	50,207.419
Assumed and replaced	0
Exercised	0
Cancelled/Expired	0
Ending Balance	50,207.419

Going Concern and Management's Plans

3 Months Ended

Mar. 31, 2023

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 $10.8 million for three months ended March 31, 2023 and an accumulated deficit of $213.6 million as of March 31, 2023, 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 "Securities Purchase Agreement") with certain institutional and accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the “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). The Company may receive up to an additional $105.0 million in tranche financing in a second and a third closing, subject to achieving specified 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 Private Placement. See Note 8. “Subsequent Events” for further information regarding the Private Placement. Due to the contingent nature of the Common Warrants and the second and third closings of the Private Placement, 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 secure 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 March 31, 2023, the Company had cash and cash equivalents of approximately $46.5 million, excluding the net proceeds from the Private Placement. Additionally, in view of the Company’s expectation to incur significant losses for the foreseeable future it will be required to raise additional capital resources in order to fund its operations, although the availability of, and the Company’s access to, such resources is not assured. Accordingly, management believes that there is substantial doubt regarding the Company’s ability to continue operating as a going concern.

Stockholders' Equity - Schedule of Warrant Activity (Detail) - Common Stock Warrants [Member]	3 Months Ended
	Mar. 31, 2023 shares
Class Of Warrant Or Right [Line Items]
Beginning Balance	1,145,631
Issued	0
Exercised	0
Cancelled/Expired	0
Ending Balance	1,145,631
Registered Direct Warrants, Placement Agent [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	9,581
Issued	0
Exercised	0
Cancelled/Expired	0
Ending Balance	9,581
Private Placement Warrants [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	319,064
Issued	0
Exercised	0
Cancelled/Expired	0
Ending Balance	319,064
Private Placement Warrants, Placement Agent [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	9,177
Issued	0
Exercised	0
Cancelled/Expired	0
Ending Balance	9,177
Warrants Exchanged for Common Stock [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	509,117
Issued	0
Exercised	0
Cancelled/Expired	0
Ending Balance	509,117
Warrants Exchanged for Series X1 Preferred Stock [Member]
Class Of Warrant Or Right [Line Items]
Beginning Balance	298,692
Issued	0
Exercised	0
Cancelled/Expired	0
Ending Balance	298,692

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

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

All significant intercompany accounts and transactions among the entities have been eliminated from the condensed consolidated financial statements.

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk and Other Risks and Uncertainties

As of March 31, 2023 and December 31, 2022, all of the Company’s long-lived assets were located in the United States.

Company maintains cash equivalents in short‑term money market funds and it has not experienced any losses on its cash equivalents.

Research and Development Expenses

Net Loss Per Share


	For the Three Months Ended March 31,
	2023			2022
	(In thousands, except share and per share data)
Net loss used in the calculation of basic and diluted loss per share	$	(10,772	)	$	(9,864	)
Net loss per share, basic and diluted	$	(0.75	)	$	(0.69	)
Weighted-average number of common shares, basic and diluted		14,285,905			14,330,693

Stock-based Compensation

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

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

Recently Adopted Accounting Pronouncements

Accrued Expenses and Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	March 31,		December 31,
	2023		2022
Accrued compensation and related expenses	$	845	$	1,909
Accrued clinical		1,141		1,826
Accrued professional services		206		65
Accrued other		50		112
Total accrued expenses and other liabilities	$	2,242	$	3,912

Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid insurance	$ 534	$ 823
Prepaid clinical	1,580	2,115
Prepaid other	258	143
Other current assets	47	28
Total prepaid expenses and other current assets	$ 2,419	$ 3,109