Current Report Filing (8-k)
April 20 2021 - 4:59PM
Edgar (US Regulatory)
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2021-04-20
2021-04-20
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 20, 2021
Eloxx Pharmaceuticals, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-31326
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84-1368850
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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950 Winter Street
Waltham, MA
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02451
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(Address of principal executive offices)
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(Zip Code)
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(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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ELOX
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The Nasdaq Global Market
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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. ¨
Cautionary Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements, which are generally statements that are not historical facts. Forward-looking
statements can be identified by the words "expects," "anticipates," "believes," "intends," "estimates,"
"plans," "will," "outlook" and similar expressions. Forward-looking statements are based on management's
current plans, estimates, assumptions and projections, and speak only as of the date they are made. We undertake no obligation to update
any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements
involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. Actual results
or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors,
including: the Company’s ability to execute and effect its restructuring program; the development of the Company’s read-through
technology; the approval of the Company’s patent applications; the Company’s ability to successfully defend its intellectual
property or obtain necessary licenses at a cost acceptable to the Company, if at all; the successful implementation of the Company’s
research and development programs and collaborations; the Company’s ability to obtain applicable regulatory approvals for its current
and future product candidates; the acceptance by the market of the Company’s products should they receive regulatory approval; the
timing and success of the Company’s preliminary studies, preclinical research, clinical trials, and related regulatory filings;
the ability of the Company to consummate additional financings as needed; the impact of global health concerns, such as the COVID-19
global pandemic, on our ability to continue our clinical and preclinical programs and otherwise operate our business effectively; the
successful integration of acquired companies, such as Zikani Therapeutics; as well as those discussed in more detail in our Annual Report
on Form 10-K and our other reports filed with the Securities and Exchange Commission.
Item 7.01.
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Regulation FD Disclosure.
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We are furnishing this Current Report on Form 8-K in connection
with the disclosure of information from a PowerPoint presentation for use, in whole or in part, at meetings with investors, analysts and
other persons. This information may be amended, modified or updated at any time and from time to time through another Current Report on
Form 8-K, a later Company filing, or other means, as management of the Company determines.
We do not have, and expressly disclaim, any obligation to release
publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking
statement contained in the presentation is based.
The presentation included with this Current Report on Form 8-K
is available on our website located at www.eloxxpharma.com, although we reserve the right to discontinue that availability
at any time.
The information presented in Item 7.01 of this Current Report
on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically
states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference
into a filing under the Securities Act of 1933, as amended, or the Exchange Act. By filing this Current Report on Form 8-K and furnishing
the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required
to be disclosed solely by reason of Regulation FD.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
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.
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ELOXX PHARMACEUTICALS, INC.
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Date: April 20, 2021
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By:
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/s/ Neil S. Belloff
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Name:
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Neil S. Belloff
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Title:
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Chief Operating Officer, General Counsel
and Corporate Secretary
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