Biotechnology Value Fund L P's Form 4 filing
Eledon Pharmaceuticals, Inc.ELDN · filed May 9, 2023
- Accession no.
- 0000921895-23-001098
- Filed
- May 9, 2023, 8:25 PM ET
- Trade date
- May 5, 2023
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 3 non-derivative transactions and 6 derivative transactions. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Biotechnology Value Fund L PCIK 0000918923 | Other: See Explanation of Responses |
| BVF Partners L PCIK 0001055947 | 10% Owner |
| BVF IncCIK 0001056807 | 10% Owner |
| Biotechnology Value Fund II LPCIK 0001102444 | Other: See Explanation of Responses |
| Lampert Mark NCIK 0001233840 | 10% Owner |
| Biotechnology Value Trading Fund OS LPCIK 0001660683 | Other: See Explanation of Responses |
| BVF Partners OS Ltd.CIK 0001660684 | Other: See Explanation of Responses |
| BVF I GP LLCCIK 0001803805 | Other: See Explanation of Responses |
| BVF II GP LLCCIK 0001803806 | Other: See Explanation of Responses |
| BVF GP Holdings LLCCIK 0001803809 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 5, 2023 | Common Stock, $0.001 par value | PPurchaseAcquired | +1,055,445 | –F2,F3 | – | 2,330,418 | Direct | |
| May 5, 2023 | Common Stock, $0.001 par value | PPurchaseAcquired | +837,146 | –F2,F3 | – | 1,812,558 | Direct | |
| May 5, 2023 | Common Stock, $0.001 par value | PPurchaseAcquired | +86,341 | –F2,F3 | – | 145,029 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 5, 2023 | Common Stock, $0.001 par value | PPurchaseAcquired | +2,028,645 | –F2,F4 | – | 2,028,645 | Direct | |
| May 5, 2023 | Common Stock, $0.001 par value | PPurchaseAcquired | +1,609,063 | –F2,F4 | – | 1,609,063 | Direct | |
| May 5, 2023 | Common Stock, $0.001 par value | PPurchaseAcquired | +165,950 | –F2,F4 | – | 165,950 | Direct | |
| May 5, 2023 | Common Stock, $0.001 par value | PPurchaseAcquired | +3,084,090 | –F2,F5 | – | 3,084,090 | Direct | |
| May 5, 2023 | Common Stock, $0.001 par value | PPurchaseAcquired | +2,446,209 | –F2,F5 | – | 2,446,209 | Direct | |
| May 5, 2023 | Common Stock, $0.001 par value | PPurchaseAcquired | +252,291 | –F2,F5 | – | 252,291 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F2
The Issuer entered into a Securities Purchase Agreement with certain institutional and accredited investors, including certain of the Reporting Persons (the "Purchasers"), pursuant to which the Issuer agreed to issue and sell to the Purchasers in a private placement (the "2023 Private Placement"), in an initial closing, shares of the Issuer's Common Stock or pre-funded warrants in lieu thereof (the "2023 Pre-Funded Warrants"), and common stock warrants exercisable into shares of Common Stock (or 2023 Pre-Funded Warrants in lieu thereof) (the "2023 Common Warrants") at a per share purchase price equal to $2.31 (less $0.001 for each Pre-Funded Warrant, as applicable).
Referenced by the price of 3 transactions in Table I and 6 transactions in Table II.
- F3
Shares of Common Stock purchased in the 2023 Private Placement.
Referenced by the price of 3 transactions in Table I.
- F4
2023 Pre-Funded Warrants purchased in the 2023 Private Placement. The 2023 Pre-Funded Warrants are exercisable immediately and shall expire when exercised in full. The 2023 Pre-Funded Warrants cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the outstanding shares of Common Stock, subject to certain exceptions.
Referenced by the price of 3 transactions in Table II.
- F5
2023 Common Warrants purchased in the 2023 Private Placement. The 2023 Common Warrants are exercisable immediately and have a term of exercise equal to five years. The 2023 Common Warrants cannot be exercised by the Reporting Persons if, after giving effect thereto, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the outstanding shares of Common Stock, subject to certain exceptions.
Referenced by the price of 3 transactions in Table II.