Current Report Filing (8-k)
January 05 2022 - 5:00AM
Edgar (US Regulatory)
0001035354
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0001035354
2022-01-03
2022-01-03
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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): January 3, 2022
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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480
Arsenal Way, Suite 130, Watertown, 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
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:
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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. ¨
Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On January 3, 2022, Eloxx Pharmaceuticals, Inc.
(the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has
been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1)
(the “Minimum Bid Price Requirement”). The Nasdaq deficiency letter has no immediate effect on the listing of the Company’s
common stock, and its common stock will continue to trade on The Nasdaq Global Market under the symbol “ELOX,” subject to
the Company’s compliance with the other continued listing requirements of The Nasdaq Global Market.
The Nasdaq notice indicated that, in accordance
with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company will be provided 180 calendar days, or until July 5, 2022, to regain compliance
with the Minimum Bid Price Requirement. If, at any time before July 5, 2022, the bid price of the Company’s common stock closes
at $1.00 per share or more for a minimum of ten (10) consecutive business days, Nasdaq staff will provide written notification that the
Company has achieved compliance with the Minimum Bid Price Requirement.
If the Company fails to regain compliance with
the Minimum Bid Price Requirement before July 5, 2022, then the Company may be eligible to have an additional 180 calendar days, or until
January 2, 2023, to regain compliance with the Minimum Bid Price Requirement. To qualify for the additional grace period, the Company
is required to submit a transfer application for transfer between Nasdaq market tiers and pay a $5,000 application fee. In addition, the
Company is required to meet the continued listing requirement for the market value of its publicly held shares and all other applicable
initial listing standards for The Nasdaq Global Market, with the exception of the bid price requirement, and will need to provide written
notice of its intention to cure the deficiency during the second grace period, by effecting a reverse stock split if necessary. If the
Company does not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period (or the second compliance
period, if applicable), the Company’s common stock will become subject to delisting. In the event that the Company receives notice
that its common stock is being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Nasdaq
staff to a hearings panel.
The Company intends to monitor the closing bid
price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement,
including initiating a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with
the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.
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: January 4, 2022
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By:
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/s/ Sumit Aggarwal
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Name:
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Sumit Aggarwal
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Title:
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President and Chief Executive Officer
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Eloxx Pharmaceuticals (NASDAQ:ELOX)
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