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Washington, D.C. 20549









Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 22, 2023




Eloxx Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-31326   84-1368850

(State or other jurisdiction 

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


480 Arsenal Way, Suite 130, Watertown, MA

(Address of principal executive offices)   (Zip Code)


(Registrant’s telephone number, including area code): (781) 577-5300



(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading
Name of each exchange on which
Common Stock, $0.01 par value per share ELOX The Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


Emerging growth company  ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨







Item 5.07. Submission of Matters to a Vote of Security Holders.


On June 22, 2023, Eloxx Pharmaceuticals, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, a total of 1,252,975 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), were present by valid proxy, representing approximately 57.83% of the Company’s outstanding voting power as of the April 24, 2023 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2023.


Proposal 1 - Election of five (5) directors to hold office until the Company’s annual meeting of stockholders to be held in 2024 and until his or her respective successor is duly elected and qualified.


NOMINEE  Votes FOR  Votes



  Broker Non-Votes
Tomer Kariv  557,994  5,140  42,001  647,840
Sumit Aggarwal  511,136  4,776  89,223  647,840
Lindsay Androski, JD, MBA  559,991  3,197  41,947  647,840
Steven Rubin  509,103  7,248  88,784  647,840
Alan Walts, Ph.D.  559,951  3,312  41,872  647,840


Proposal 2 - Ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.


Votes FOR  Votes AGAINST  Votes ABSTAINED  Broker Non-Votes
1,181,736  23,057  48,182  0


Proposal 3 - Advisory vote on the compensation of the Company’s named executive officers.


Votes FOR  Votes AGAINST  Votes ABSTAINED  Broker Non-Votes
550,254  12,373  42,508  647,840


Based on the foregoing votes, each of the director nominees was elected, and Proposals 2 and 3 were approved.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Sumit Aggarwal                     

  Name: Sumit Aggarwal
  Title: President and Chief Executive Officer