Current Report Filing (8-k)
April 14 2023 - 4:07PM
Edgar (US Regulatory)
0001035354
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0001035354
2023-04-11
2023-04-11
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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 11, 2023
Eloxx Pharmaceuticals, Inc.
(Exact name of registrant as specified
in its charter)
Delaware |
|
001-31326 |
|
84-1368850 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
480
Arsenal Way, Suite 130, Watertown, MA |
|
02451 |
(Address of principal executive offices) |
|
(Zip Code) |
(Registrant’s telephone number,
including area code): (781) 577-5300
N/A
(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 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 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 11, 2023, Eloxx Pharmaceuticals, Inc.
(the “Company”) received a determination letter (the “Letter”) from the staff (the
“Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
stating that the Company has not regained compliance with Listing Rule 5550(b)(2) (the “Minimum Market Value Requirement”),
requiring the Company to maintain a Market Value of Listed Securities of a minimum of $35 million, during the 180-day grace period previously
granted to the Company.
As previously disclosed, the Company was initially
notified by the Staff on October 11, 2022 that the Company was not in compliance with the Minimum Market Value Requirement for a
period of 30 consecutive business days, and Nasdaq granted the Company a period of 180 calendar days, or until April 10, 2023, to
regain compliance with the Minimum Market Value Requirement.
As a result of not regaining compliance with
the Minimum Market Value requirement during the 180-day period, the Company’s common stock, par value $0.01 per share (the
“Common Stock”) is subject to delisting from the Nasdaq Capital Market. Pursuant to the Letter, unless the
Company requests a hearing to appeal the Staff’s determination by 4:00 p.m., Eastern Time, on April 18, 2023, trading of
the Company’s Common Stock will be suspended at the opening of business on April 20, 2023, and a Form 25-NSE will be
filed with the Securities and Exchange Commission, which will remove the Company’s Common Stock from listing and registration
on Nasdaq.
The Company intends to request a hearing before
the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s delisting determination. A hearing request
will stay the suspension of trading of the Company’s Common Stock, and the Company’s Common Stock will continue to trade on
The Nasdaq Capital Market until the hearing process concludes and the Panel issues a written decision.
There can be no assurance that our appeal will
be successful and that the Panel will grant the Company’s request for a suspension of delisting or continued listing on The Nasdaq
Capital Market.
SIGNATURES
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.
|
ELOXX PHARMACEUTICALS, INC. |
|
|
|
Date: April 14, 2023 |
By: |
/s/ Sumit Aggarwal |
|
Name: |
Sumit Aggarwal |
|
Title: |
President and Chief Executive Officer |
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