📝 Preliminary Proxy Statement Guide 📘

This document, a Preliminary Proxy Statement (PRE 14A), is a detailed legal filing filed with the SEC. Think of it as the comprehensive rulebook for the company's annual shareholder meeting. Its purpose is not to give financial performance, but rather to inform you—the shareholder—about who is running the company, what rules they follow, and what specific votes you need to cast regarding leadership and corporate structure.

👉 Why this matters: Since the core of the document is governance, it tells you who holds the power, how they are paid, and what operational rules the board must follow to operate legally.

🏢 What Eledon Pharmaceuticals Does 🧬

Eledon Pharmaceuticals is a Delaware corporation operating in the highly complex and specialized biotechnology sector. While the filing is dense with governance details, it confirms the company's status as a clinical-stage biopharma entity.

👉 In simple terms: Eledon is focused on scientific discovery and developing novel medicines, which involves immense risk and long timelines. Their core activities revolve around corporate governance, research, and strategic partnerships to fund their drug development pipeline.

📅 Annual Meeting Logistics and Agenda 🗓️

The filing outlines the precise details for the 2026 Annual Meeting of Stockholders. This section tells you when, where, and what you are expected to vote on.

When: The Annual Meeting is scheduled for Thursday, June 18, 2026, starting at 11:30 a.m. Pacific Time.
Where: The meeting will be held at the Company’s corporate office located at 19800 MacArthur Boulevard, Suite 250, Irvine, California.
Record Date: To be entitled to vote, you must have been a shareholder of record at the close of business on April 20, 2026.
Voting Options: Stockholders can vote via four methods:
- Internet: Through the website https://www.proxypush.com/ELDN (must be submitted before 11:59 p.m., Eastern Time, on June 17, 2026).
- Telephone: By calling (866) 229-2195 (must be submitted before 11:59 p.m., Eastern Time, on June 17, 2026).
- Mail: By submitting a signed proxy card (must be received no later than the meeting time on June 18, 2026).
- In Person: Attending the meeting at the corporate office.

👉 Why this matters: The process for voting is highly formalized. If you miss the deadline for submitting your proxy (June 17, 2026), your vote may not be counted. The filing advises reading the Proxy Statement carefully regardless of how you plan to vote.

🗳️ Three Proposals for Shareholder Vote 📜

The Annual Meeting has three specific, mandatory proposals that shareholders will vote on. These votes determine the future structure and leadership of the company.

Electing Class III Directors (Proposal 1): You will vote to elect David-Alexandre C. Gros, M.D., Jan Hillson, M.D., and James Robinson. These directors are slated to serve until the 2029 annual meeting.
- Voting Requirement: To approve this, the three nominees must receive the most "FOR" votes (a Plurality vote).
Increasing Authorized Shares (Proposal 2): You vote to amend the Certificate of Incorporation to increase the number of authorized common stock shares from 300,000,000 to 450,000,000.
- Why this matters: Increasing authorized shares means the company has more "shares it can potentially issue" in the future, providing flexibility for fundraising or equity compensation without needing to pass a new charter amendment.
Ratifying the Accounting Firm (Proposal 3): You vote to approve the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026.
- Voting Requirement: Approval requires a majority of the total votes cast (FOR).

🧑‍💻 Leadership and Board Structure 🧑‍⚖️

This section introduces the key people running Eledon. The Board of Directors is structured into three classes to ensure staggered terms, which means the company cannot change its entire Board in one meeting.

The Board Composition: The Board is composed of directors serving staggered three-year terms across three classes:
- Class I (Term expires 2027): Steven Perrin, Ph.D. and June Lee, M.D.
- Class II (Term expires 2028): Keith A. Katkin, Allan D. Kirk, M.D., Ph.D., FACS, and John S. McBride.
- Class III (Term expires 2029): David-Alexandre C. Gros, M.D. (CEO), Jan Hillson, M.D., and James Robinson.
The Executive Team: The key management figures are:
- Chief Executive Officer: David-Alexandre C. Gros, M.D. (Age 53).
- Chief Financial Officer: Paul Little (Age 62).
- President and Chief Scientific Officer: Steven Perrin, Ph.D. (Age 61).
- General Counsel/Compliance Officer: Bryan Smith (Age 47).

👉 Director Highlights (Credentials Matter): The directors boast deep experience in the biotech and life sciences industries. For example, June Lee, M.D., previously led a development organization that culminated in a massive $13.1 billion acquisition by Bristol Myers Squibb in 2020.

⚙️ Corporate Governance Policies and Oversight 🏛️

Good corporate governance refers to the rules and processes by which a company is directed and controlled. Eledon has put in place detailed policies to protect the shareholders and ensure ethical operations.

Independent Directors: The company adheres to Nasdaq rules requiring most directors to be "independent." The Board determined that Keith A. Katkin, Allan D. Kirk, M.D., Ph.D., FACS, June Lee, M.D., and John S. McBride are independent directors.
- The Exception: David-Alexandre C. Gros, M.D. (the CEO) and Steven Perrin, Ph.D. (the President/CSO) are explicitly noted as not being independent because they hold executive roles.
Board Committee Structure: The Board delegates key responsibilities to four standing, independent committees, ensuring checks and balances:
- Audit Committee: Oversees the financial reporting (e.g., choosing and reviewing the work of the external accounting firm). Action: The Board determined Messrs. McBride and Robinson and Dr. Kirk qualify as "audit committee financial experts."
- Compensation Committee: Oversees how executive and director compensation is determined and approved. Meeting Count: Held five meetings during fiscal 2025.
- Science and Technology Committee: Reviews and advises the Board on the company's drug development plans and path to market strategies. Meeting Count: Held four meetings during fiscal 2025.
- Nominating and Corporate Governance Committee: Identifies and evaluates people who are qualified to become future directors.
Risk and Ethics Policies: The Board has adopted comprehensive policies to govern conduct, including:
- Code of Business Conduct and Ethics: Applies to all directors, officers, and employees.
- Insider Trading Policy: Strictly prohibits transactions like short sales, or the use of derivatives to hedge against the decline of company stock value.
- Related Person Transactions: This policy sets a threshold, requiring review and approval from the Audit Committee for any transaction involving a related person (like a director’s family member) that exceeds the lesser of $120,000 or 1% of the average total assets at year-end.

💵 Executive and Director Compensation 💰

This section details the compensation rules and the actual pay earned by non-employee directors and executive officers in fiscal year 2025.

Non-Employee Director Pay Structure: Compensation is based on a cash retainer (paid quarterly) and annual equity awards (options and restricted stock units).
- Example: The Board Chair receives an Annual Service Retainer of $198,750 for the year.
2025 Non-Employee Director Compensation: The total compensation for the non-employee directors was substantial, with Keith A. Katkin receiving a total compensation of $487,709 in 2025.
- Note: All non-employee directors were granted annual equity awards of 30,870 stock options and 3,430 restricted stock units, each vesting after one year.
Executive Officers Compensation: A key finding is that neither David-Alexandre C. Gros, M.D. (CEO) nor Steven Perrin, Ph.D. (President/CSO) received any compensation for serving as a director in 2025.
Executive Officer Background: Paul Little, the CFO, brings extensive financial leadership experience, having led finance and investor relations during his tenure at Sientra Inc., a medical aesthetics company.

📈 Recent Capital Raising Activities 🚀

The company has been actively raising capital through private placements and underwritten offerings in 2024, which significantly affects the share count and overall funding.

2024 Private Placement: The BVF Entities (a group of investment funds) invested an aggregate of $18,993,948.
- Details: This involved the acquisition of an aggregate of 1,966,572 shares of Common Stock, plus pre-funded warrants exercisable for an aggregate of 6,050,305 shares.
- Significance: The shares bought by BGN Investing 1 are beneficially owned by Charles-Edouard Gros, the brother of the CEO.
2024 Underwritten Offering: The BVF Entities secured an aggregate of $17,995,069 from an offering of pre-funded warrants.
- Details: These warrants are exercisable for an aggregate of 4,931,507 shares.

👉 Why this matters: These two major financing rounds provided the necessary capital to keep the research and development pipeline moving forward, but they also increased the outstanding share count, which affects the financial dilution for existing shareholders.

📞 Where to Get More Information 🔎

The filing provides clear instructions for interested shareholders on how to find documents or vote your proxy.

Online Proxy Materials: The Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025, are available online at www.proxydocs.com/ELDN.
General Contact (Board): Stockholders should address communications to Eledon Pharmaceuticals, Inc., Attention: Board of Directors, 19800 MacArthur Boulevard, Suite 250, Irvine, California 92612.
Voting Services:
- Internet: www.proxypush.com/ELDN
- Phone: 1-866-229-2195

🧠 The Analogy

Think of the annual shareholder meeting like a highly organized constitutional convention. The Proxy Statement is the entire rule book for that convention. The board members and executives are the politicians, and the proposals are the constitutional amendments or election mandates. Your vote (the shareholder's power) is what decides if the company can increase its authorized shares, elect new leaders, or keep its current accounting rules.

🧩 Final Takeaway

This document is a deep dive into governance, not performance. It signals that Eledon is committed to strict corporate rules—like having specialized, independent committees and managing related-party transactions—while simultaneously providing detailed information about who controls the company and how they are compensated.

Eledon (ELDN) Shareholders Vote on 450 Million Authorized Share Increase