Washington, D.C. 20549




(Amendment No. 1)



Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 24, 2020




Eloxx Pharmaceuticals, Inc. 

(Exact name of registrant as specified in its charter)




Delaware 001-31326 84-1368850
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)


950 Winter Street  
Waltham, MA 02451
(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 Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share ELOX The Nasdaq Global 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. ☐









This Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) is being filed by Eloxx Pharmaceuticals, Inc. (the “Company”) for the purpose of amending Item 5.02 of that certain Current Report on Form 8-K originally filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2020 (the “Original Form 8-K”). This Amendment is being filed to correct certain information previously filed with the Original Form 8-K as set forth below. Other than as set forth in this Explanatory Note, this Amendment does not amend any other items in the Original Form 8-K.





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


The Company is filing this amendment on Form 8-K solely to correct the grant date and exercise price of the stock options granted to Dr. Williams and Mr. Belloff, which stock options were granted on February 25, 2020, the effective date of their respective employment agreements, at an exercise price of $3.59 per share (based on the closing per share price on February 25, 2020).







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.


Date: March 13, 2020 By: /s/ Neil S. Belloff
  Name: Neil S. Belloff
  Title: Chief Operating Officer, General Counsel and Corporate Secretary