
PART I. FINANCIAL INFORMATION Financial Statements (Unaudited) Unaudited financials for Q2 2025 show decreased assets, continued operating losses, and a restatement of prior period financials - The company restated 2024 financial statements due to reclassification of Series X and X1 preferred stock and a change in EPS calculation method3132134 Condensed Consolidated Balance Sheets Balance Sheet Summary (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $5,741 | $20,549 | | Short-term investments | $101,829 | $119,629 | | Total Assets | $144,909 | $177,405 | | Warrant liabilities | $22,512 | $44,865 | | Total Liabilities | $38,881 | $59,265 | | Convertible preferred stock | $55,694 | $55,694 | | Total Stockholders' Equity | $50,334 | $62,446 | Condensed Consolidated Statements of Operations and Comprehensive Loss Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $20,276 | $10,106 | $33,807 | $17,516 | | General and administrative | $4,457 | $4,396 | $8,890 | $7,855 | | Loss from operations | $(24,733) | $(14,502) | $(42,697) | $(25,371) | | Change in fair value of warrant liabilities | $12,293 | $(31,274) | $22,353 | $(44,610) | | Net loss | $(11,216) | $(44,907) | $(17,711) | $(68,538) | | Basic and diluted EPS (common stock) | $(0.13) | $(0.92) | $(0.21) | $(1.61) | Condensed Consolidated Statements of Cash Flows Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(33,773) | $(16,515) | | Net cash provided by (used in) investing activities | $18,850 | $(10,130) | | Net cash provided by financing activities | $115 | $48,072 | | Net change in cash and cash equivalents | $(14,808) | $21,427 | | Cash and cash equivalents at end of period | $5,741 | $26,039 | Notes to Condensed Consolidated Financial Statements - Existing cash, cash equivalents, and marketable securities are deemed sufficient to fund operations for at least the next 12 months from the filing date44 - As of June 30, 2025, non-cancelable manufacturing purchase obligations total $6.6 million69 - Milestone payment obligations to ALS TDI include $6.0 million for the first licensed product, plus potential one-time payments of $15.0 million and $30.0 million upon reaching annual net sales of $500.0 million and $1.0 billion, respectively8284 Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) MD&A covers the company's focus on tegoprubart for kidney transplantation, increased R&D, and liquidity for the next 12 months Overview and Strategy - Eledon is a clinical-stage biotech company focused on its lead compound, tegoprubart, an anti-CD40L antibody for organ transplant rejection and ALS139 - The company prioritizes kidney transplantation programs, discontinuing islet cell and IgAN programs, while the ALS program requires additional financing142 Clinical Development of Tegoprubart - Phase 1b kidney transplant trial showed mean eGFR above 60 mL/min/1.73m² after day 30, with an overall mean of 70.5 mL/min/1.73m², favorable compared to historical 53 mL/min/1.73m²152 - Enrollment for the Phase 2 BESTOW kidney transplant study concluded in September 2024, with topline results expected in November 2025153 - In an islet cell transplant trial, the first three patients treated with tegoprubart achieved insulin independence and stable graft function without tacrolimus163 Results of Operations Comparison of Operating Results (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Research & Development | $20,276 | $10,106 | $33,807 | $17,516 | | General & Administrative | $4,457 | $4,396 | $8,890 | $7,855 | | Loss from Operations | $(24,733) | $(14,502) | $(42,697) | $(25,371) | | Net Loss | $(11,216) | $(44,907) | $(17,711) | $(68,538) | - Increased R&D expenses for Q2 and H1 2025 were primarily due to higher external CRO costs for kidney transplantation trials and increased manufacturing expenses194201 - Net loss decreased significantly for Q2 and H1 2025, primarily due to a positive change in the fair value of warrant liabilities, reflecting a decline in stock price197204 Liquidity and Capital Resources - As of June 30, 2025, the company held $107.6 million in cash, cash equivalents, and short-term investments, with $97.7 million in working capital206 - Existing cash resources are deemed sufficient to meet anticipated cash needs for at least the next 12 months from the report's filing date209 - Insufficient liquidity exists to fund continued clinical development of tegoprubart for ALS without additional financing209 Quantitative and Qualitative Disclosures About Market Risk As a Smaller Reporting Company, Eledon Pharmaceuticals, Inc. is exempt from providing market risk disclosures - The company, as a Smaller Reporting Company, is not required to provide the disclosures for this Item220 Controls and Procedures Management concluded disclosure controls were ineffective as of June 30, 2025, due to a material weakness in internal control over financial reporting - Disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness in internal control over financial reporting222 - The material weakness led to the restatement of financial statements for the quarter ended June 30, 2024, within this Form 10-Q222 - Remediation efforts to address the identified material weakness are ongoing223 PART II. OTHER INFORMATION Legal Proceedings The company is not a party to any material legal proceedings - The company and its subsidiaries are not party to any material legal proceedings227 Risk Factors Significant risks include operating losses, critical need for additional funding, drug development uncertainties, competition, and internal control weaknesses - The company has a history of significant operating losses, totaling $17.7 million for the six months ended June 30, 2025, and may never achieve profitability231 - Additional funding is critical to complete lead drug candidate development; without it, the company may alter or cease operations, especially for the ALS program233 - Substantial competition exists from major pharmaceutical companies like Novartis, Sanofi, UCB, and Amgen, possessing significantly greater resources300 - A material weakness in internal control over financial reporting could adversely affect financial reporting accuracy and timing, and the company's stock price341 Unregistered Sales of Equity Securities and Use of Proceeds This item is not applicable for the current reporting period Other Information No officers or directors adopted or terminated Rule 10b5-1 trading plans during Q2 2025 - No officers or directors adopted or terminated any Rule 10b5-1 trading plans during the quarter ended June 30, 2025349