Eledon Pharmaceuticals Inc.

06/22/2026 | Press release | Distributed by Public on 06/22/2026 15:00

Amendments to Bylaws, Proxy Results (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the approval by the stockholders of Eledon Pharmaceuticals, Inc. (the "Company") at its Annual Meeting of Stockholders held on June 18, 2026 (the "Annual Meeting") as described in Item 5.07 below, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the "Authorized Share Increase Amendment") to the Company's Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") to amend the Certificate of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 450,000,000 shares.

The foregoing description of the Authorized Share Increase Amendment is qualified in its entirety by reference to the full text thereof filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company's stockholders voted on three proposals described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026. The results for each matter voted on by the stockholders at the Annual Meeting were as follows:

Proposal 1: The stockholders of the Company elected David-Alexandre C. Gros, M.D., Jan Hillson, M.D. and James Robinson as Class III Directors for a three-year term ending at the Annual Meeting of Stockholders to be held in 2029 and until each of their successors has been duly elected and qualified, or until their earlier death, resignation or removal. The results of the stockholders' vote with respect to the election of the Class III Directors were as follows:

Nominee

Term Expiring

For

Withhold

Broker Non-Vote

David-Alexandre C. Gros, M.D.

2029

36,633,821

426,888

19,278,169

Jan Hillson, M.D.

2029

33,081,275

3,979,434

19,278,169

James Robinson

2029

30,916,807

6,143,902

19,278,169

Proposal 2: The stockholders of the Company approved an amendment to the Certificate of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 450,000,000 shares. The results of the stockholders' vote with respect to the approved amendment were as follows:

For

Against

Abstain

Broker Non-Vote

52,305,057

3,739,735

294,086

0

Proposal 3: The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. The results of the stockholders' vote with respect to the ratification were as follows:

For

Against

Abstain

Broker Non-Vote

56,010,539

252,240

76,099

0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Eledon Pharmaceuticals, Inc., effective June 22, 2026.

104

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

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