Amendment to Annual Report (Form 10-K/A)

This Amendment No. 1 amends the Annual Report on Form 10-K of Eledon Pharmaceuticals, Inc. for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the "SEC") on March 20, 2025 (the "Original Report") to restate for the effects of material errors in the previously issued financial statements as of and for the years ended December 31, 2024 and 2023. See Note 1. Description of Business (As Restated)and Note 12. Restatement of Previously Issued Consolidated Financial Statements of the Notes to Financial Statements included in this Amendment No. 1 for additional information and reconciliation of the previously reported amounts to the restated amounts.

The Company has not filed, and does not intend to file, amendments to the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 or September 30, 2024 (the "Impacted 2024 Quarterly Reports"), which will be restated prospectively with the corresponding 2025 quarterly filings. Accordingly, investors should rely only on the financial information and other disclosures regarding these restated periods in this Amendment No. 1 or in future filings with the SEC (as applicable), and not on any previously issued or filed reports, earnings releases or similar communications relating to these periods. The financial information that has been previously filed or otherwise reported for the periods covered by the Original Report and the Impacted 2024 Quarterly Reports is superseded by the information in this Amendment No. 1 (as to the fiscal years ended December 31, 2024 and December 31, 2023 included in the Original Report, and, solely with respect to the information included under the caption "Restatement of Interim Financial Information" in Note 12 of the Notes to Consolidated Financial Statements included in this Amendment No. 1, as to the information included in the Impacted 2024 Quarterly Reports) as well as by the restated financial information related to the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 that will be included prospectively in the corresponding 2025 quarterly filings. The Company also expects to file an amendment to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the "2025 Form 10-Q" and, together with the Original Report and the Impacted 2024 Quarterly Reports, the "Impacted Reports") to restate the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2025 and March 31, 2024 included in the 2025 Form 10-Q with respect to the material errors described in Note 1 and Note 12 under the caption "Restatement of Previously Issued Consolidated Financial Statements." The errors did not result in any impact on the Company's cash and short-term investment position, liquidity, or results of operations.

This Amendment No. 1 presents the Original Report, as amended and restated to date, with further modifications as necessary to reflect the restatement described herein. The following items have been amended to reflect the restatement:

The information required by Items 10, 11, 12, 13 and 14 of Part III of this Report is incorporated by reference to the Company's definitive proxy statement, which was filed with the SEC on April 29, 2025 (the "2025 Proxy Statement"). The information contained in the 2025 Proxy Statement is not impacted by the restatement described herein.

In addition, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Item 15 of Part IV of the Original Report is being amended and restated solely to include as exhibits the certifications of our principal executive officer and principal financial officer required by Rule 13a-14(a) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

Except as otherwise expressly noted herein, this Amendment No. 1 does not amend, modify or update any other information set forth in the Original Report. Furthermore, this Amendment No. 1 does not change any previously reported financial results, except as necessary to reflect the restatement described herein, nor does it reflect events occurring after the filing date of the Original Report. Information not affected by this Amendment No. 1 remains unchanged and reflects the disclosures made at the time the Original Report was filed. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Report, including any amendment to those filings.