(Amendment No. 8)*
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 67011N 204
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSONS
OrbiMed Israel BioFund GP Limited Partnership
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
73,650
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
73,650
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,650
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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*
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This percentage is calculated based upon 15,160,397 shares of common
stock, par value $0.001 per share (the “Shares”) of Eledon Pharmaceuticals, Inc., a Delaware corporation (the
“Issuer”), as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 22, 2020.
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SCHEDULE 13D
CUSIP No. 67011N 204
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Page 3 of 10 Pages
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1
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NAME OF REPORTING PERSONS
OrbiMed Israel GP Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
73,650
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
73,650
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,650
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5*
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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*
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This percentage is calculated based upon 15,160,397 shares of common
stock, par value $0.001 per share (the “Shares”) of Eledon Pharmaceuticals, Inc., a Delaware corporation (the
“Issuer”), as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 22, 2020.
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Item 1.
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Security and Issuer.
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This Amendment No. 8 (“Amendment No.
8”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Israel BioFund GP Limited Partnership
and OrbiMed Israel GP Ltd. (the “Statement”) originally filed with the Securities and Exchange Commission (the
“SEC”) on May 19, 2017, as amended by Amendment No. 1 thereto filed with the SEC on March 19, 2018, Amendment
No. 2 filed with the SEC on May 6, 2019, Amendment No. 3 filed with the SEC on February 25, 2020, Amendment No. 4 filed with the
SEC on August 18, 2020, Amendment No. 5 filed with the SEC on October 15, 2020, Amendment No. 6 filed with the SEC on November
20, 2020, and Amendment No. 7 filed with the SEC on December 4, 2020. This Statement relates to the common stock, par value $0.001
per share (the “Shares”), of Eledon Pharmaceuticals, Inc., a corporation organized under the laws of Delaware
(formerly known as Novus Therapeutics, Inc.) (the “Issuer”), with its principal executive offices are located
at 19900 MacArthur Blvd., Suite 550 Irvine, California 92612. The Shares are listed on the NASDAQ Global Market under the
ticker symbol “ELDN.” Information given in response to each item shall be deemed incorporated by reference in all other
items, as applicable.
This Amendment No. 8 is
being filed to report that on December 22, 2020 the Issuer filed a Current Report on Form 8-K that reported the approval by the
Issuer’s shareholders of the issuance of additional Shares upon conversion of the Issuer’s Series X1 Preferred Stock
(the “Additional Share Issuance”). As a result of the Additional Share Issuance, the beneficial ownership of
the outstanding Shares held by the Reporting Persons was reduced by more than one percent and the Reporting Persons ceased to own
more than 5% of the Shares.
Item 2.
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Identity and Background.
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(a)
This Statement is being jointly filed by OrbiMed Israel GP Ltd., an Israeli company (“OrbiMed Israel”),
and OrbiMed Israel BioFund GP Limited Partnership, an Israeli limited partnership (“OrbiMed BioFund”) (together,
the “Reporting Persons” and each, a “Reporting Person”).
(b) – (c) OrbiMed
Israel, a company that acts as general partner of certain limited partnerships, is the general partner of OrbiMed BioFund, which
is the general partner of OrbiMed Israel Partners Limited Partnership (“OIP”), an Israeli limited partnership,
which holds the securities to which this Statement relates.
The address of
the principal office of each Reporting Person is 89 Medinat HaYehudim St., Build E, 11th
Floor, Herzliya 46766 Israel.
The name, business address, present principal
occupation or employment and citizenship of each of the directors, executive officers and partners (as applicable) of the Reporting
Persons are set forth in Schedules I and II hereto and are incorporated herein by reference.
(d) – (e) During
the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedules
I and II hereto, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii)
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Not applicable.
Item 4.
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Purpose of Transaction.
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The Shares have been acquired
by the Reporting Persons for the purpose of making an investment in the Issuer and not for the intention of acquiring control of
the Issuer’s business on behalf of OIP.
The Reporting Persons
from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s
business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets
in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities.
Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate
in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the
Issuer is attractive, whether because of the market price of the Shares or otherwise, they may acquire Shares or other securities
of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors,
the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise
acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
Except as set forth in
this Statement, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition
by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer
of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management
of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on
the Board; (e) any material change in the Issuer’s capitalization or dividend policy; (f) any other material change in the
Issuer’s business or corporate structure: (g) any change in the Issuer’s charter or bylaws or other or instrument corresponding
thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer’s
securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a national securities association; (i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); or (j) any action similar to any of those enumerated above.
Item 5.
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Interest in Securities of the Issuer.
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(a)-(b) As
of the date of this filing, the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Exchange Act, directly or indirectly,
including by reason of their mutual affiliation, to be the beneficial owners of the Shares described in Item 6 below. Based
upon information set forth in the Issuer’s Current Report on Form 8-K filed with the SEC on December 22, 2020, such Shares
constitute approximately 0.5% of the issued and outstanding Shares. OrbiMed Israel, pursuant to its authority as the general partner
of OrbiMed BioFund, the general partner of OIP, may be deemed to indirectly beneficially own the Shares held by OIP. OrbiMed
BioFund, pursuant to its authority as the general partner of OIP, may be deemed to indirectly beneficially own the Shares held
by OIP. As a result, OrbiMed Israel and OrbiMed BioFund share the power to direct the vote and to direct the disposition
of the shares of Shares described in Item 6 below.
(c) Other
than as previously reported in Amendment No. 7, the Reporting Persons have not effected any transactions during the past sixty
(60) days in any Shares.
(d) Not
applicable.
(e) As
of December 22, 2020, the Reporting Persons ceased to own more than 5% of the Shares.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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In addition to the relationships
between the Reporting Persons described in Items 2, 3, and 5 above, OrbiMed BioFund is the general partner of OIP pursuant to the
terms of the limited partnership agreement of OIP. OrbiMed Israel is the general partner of OrbiMed BioFund, pursuant to
the terms of the limited partnership agreement of OrbiMed BioFund. As a result, OrbiMed BioFund has the power to direct the
vote and to direct the disposition of the Shares held by OIP and such power is exercised through OrbiMed Israel. OrbiMed Israel
exercises this investment power through an investment committee (the “Committee”) comprised of Carl L. Gordon,
Jonathan T. Silverstein, Nissim Darvish, Anat Naschitz, and Erez Chimovits, each of whom disclaims beneficial ownership of the
Shares held by OIP, except to the extent of their pecuniary interest therein. As a result, OrbiMed BioFund and OrbiMed Israel may
be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held
by OIP and to share power to direct the vote and the disposition of the Shares held by OIP. The number of outstanding Shares
attributable to OIP is 73,650 Shares. OrbiMed Israel may be considered to hold indirectly 73,650 Shares, and OrbiMed BioFund
may be considered to hold indirectly 73,650 Shares.
Except as described above
or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) between any of the Reporting Persons or, to the best of their knowledge, any of the persons
named in Schedules I and II to this Statement or between any of the Reporting Persons and any other person or, to the best of their
knowledge, any person named in Schedules I and II to this Statement and any other person with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.
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Materials to be Filed as Exhibits.
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Exhibit No.
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Description
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1.
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Joint Filing Agreement between OrbiMed Israel GP Ltd. and OrbiMed Israel BioFund GP Limited Partnership.
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SIGNATURE
After reasonable inquiry and to the best of each
of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: January 5, 2021
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ORBIMED ISRAEL BIOFUND GP LIMITED PARTNERSHIP
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By:
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OrbiMed Israel GP Ltd., its General Partner
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By:
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/s/ Erez Chimovits
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Erez Chimovits
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Director of OrbiMed Israel GP Ltd.
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ORBIMED ISRAEL GP LTD.
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By:
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/s/ Erez Chimovits
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Erez Chimovits
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Director
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SCHEDULE I
The name and present principal occupation of
each of the executive officers and directors of OrbiMed Israel GP Ltd. are set forth below. Unless otherwise noted, all of
these persons are Israeli citizens and have as their business address 89 Medinat HaYehudim St., Build E, 11th Floor, Herzliya 46766,
Israel.
Name
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Position with Reporting
Person
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Principal Occupation
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Carl L. Gordon
American citizen
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Director
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Member
OrbiMed Advisors LLC
601 Lexington Avenue, 54th Floor
New York, NY 10022
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Nissim Darvish
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Director
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Venture Partner
OrbiMed Israel Partners Limited
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Jonathan T. Silverstein
American citizen
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Director
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Member
OrbiMed Advisors LLC
601 Lexington Avenue, 54th Floor
New York, NY 10022
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Erez Chimovits
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Director
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Partner
OrbiMed Israel Partners Limited
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Anat Naschitz
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Director
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Venture Partner
OrbiMed Israel Partners Limited
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SCHEDULE II
The business and operations of OrbiMed Israel
BioFund GP Limited Partnership are managed by the executive officers and directors of its general partner, OrbiMed Israel GP Ltd.