Item 3.02 Unregistered Sales of
On
The Series X1 Preferred Stock was issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.
Following the Exchanges, the Company has 13,756,788 shares of Common Stock outstanding and approximately 117,970 shares of Series X1 Preferred Stock outstanding, which are convertible into 6,553,894 shares of Common Stock (after rounding for fractional shares and subject to beneficial ownership conversion blockers).
The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by references to the full text of the Exchange Agreement, which is filed as an exhibit to this Report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description
10.1 Series X1 Exchange Agreement, datedJanuary 11, 2022 , by and amongEledon Pharmaceuticals, Inc. and the Stockholders named therein 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ***
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