SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| 19900 MACARTHUR BLVD. |
| SUITE 550 |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
10/02/2023
|
3. Issuer Name and Ticker or Trading Symbol
Eledon Pharmaceuticals, Inc.
[ ELDN ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
|
| No securities are beneficially owned. |
|
/s/ Paul Little, as attorney-in-fact for Allan Kirk, M.D., PhD |
10/02/2023 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
The undersigned hereby constitutes and appoints each of Paul Little, Chief
Financial Officer, and Bryan Smith, General Counsel, Corporate Secretary, and
Chief Compliance Officer, of Eledon Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), so long as each is employed at the Company, and
Shelly Heyduk, Chloe K. Keedy and Regina Braman, each of O'Melveny & Myers LLP
("OMM"), outside counsel to the Company, so long as each is employed at OMM, as
his true and lawful attorney-in-fact and agent (each, an "Attorney-In- Fact"),
with full power of substitution and resubstitution for him and in his name and
stead in any and all capacities, to sign and file for and on his behalf, in
respect of any acquisition, disposition or other change in ownership of any of
the securities of the undersigned, the following:
(i) any Form ID to be filed with the Securities and Exchange Commission
(the "SEC");
(ii) any Update Passphrase Request to be filed with the SEC;
(iii) any Initial Statement of Beneficial Ownership of Securities on Form
3 to be filed with the SEC;
(iv) any Statement of Changes of Beneficial Ownership of Securities on
Form 4 to be filed with the SEC;
(v) any Annual Statement of Beneficial Ownership of Securities on Form 5
to be filed with the SEC;
(vi) any Notice of Proposed Sale of Securities on Form 144 to be filed
with the SEC; and
(vii) any and all agreements, certificates, receipts, or other documents
in connection therewith.
The undersigned hereby gives full power and authority to each Attorney-In-
Fact to seek and obtain as his representative and on his behalf, information on
transactions in the securities of the undersigned from any third party,
including brokers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such third party to release such information
to each Attorney-In-Fact and approves and ratifies any such release of
information.
The undersigned hereby grants unto each Attorney-In-Fact full power and
authority to do and perform each and every act and thing requisite and necessary
in connection with such matters and hereby ratifies and confirms all that any
such Attorney-In-Fact or substitute may do or cause to be done by virtue hereof.
The undersigned acknowledges that:
(i) neither the Company nor any Attorney-In-Fact assumes (i) any
liability for the undersigned's responsibility to comply with the
requirement of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (ii) any liability of the undersigned for any
failure to comply with such requirements or (iii) any obligation or
liability of the undersigned for profit disgorgement under Section
16(b) of the Exchange Act; and
(ii) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations
under the Exchange Act, including without limitation the reporting
requirements under Section 16 of the Exchange Act. This Power of
Attorney shall remain in full force and effect with respect to the
undersigned until revoked by the undersigned in a signed writing
delivered to each Attorney-In- Fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27 day of September, 2023.
/s/ Allan Kirk, M.D., PhD
_____________________
Allan Kirk, M.D., PhD
