Current Report Filing (8-k)
July 05 2022 - 7:29AM
Edgar (US Regulatory)
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2022-06-28
2022-06-28
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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): June 28, 2022
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 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. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Director Resignations
On
June 28, 2022, each of Ran Nussbaum and Jasbir Seehra notified the Board of Directors (the “Board”) of Eloxx Pharmaceuticals,
Inc. (the “Company”) of their respective resignations from the Board and the respective committees of the Board on which they
serve. On June 30, 2022, each of Zafrira Avnur, Rajesh Parekh and Gadi Veinrib notified the Board of their respective resignations from
the Board and the respective committees of the Board on which they serve. Each of the foregoing resignations is effective as of July 1,
2022 (the “Effective Time”) and did not result from any disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
Concurrently with the foregoing resignations and
as of the Effective Time, the Board decreased its size from a total of nine directors to five directors authorized to serve on the Board
and appointed Alan Walts as Chairperson of the Compensation Committee of the Board and Tomer Kariv as Chairperson of the Nominating and
Corporate Governance Committee of the Board.
Director Appointment
On June 30, 2022, the Board appointed Lindsay
Androski to serve as a director on the Company’s Board to fill the remaining vacancy and as a member of the Board’s Audit
Committee and Compensation Committee, in each case, effective as of the Effective Time. Ms. Androski will serve for a term expiring at
the Company’s annual meeting of stockholders to be held in 2023 and until her respective successor is duly elected and qualified
or her earlier death, disqualification, resignation or removal.
Ms. Androski is eligible to participate in the
Company’s non-employee director compensation program, which provides for: (i) an annual cash retainer of $40,000 for serving on
the Board; (ii) an initial equity-based award of an option to purchase 40,000 shares of the Company’s common stock on initial appointment
to the Board; and (iii) an annual equity-based award of an option to purchase 20,000 shares of the Company’s common stock upon reelection
to the Board at the Company’s annual meeting of stockholders, with each such equity award to have an exercise price per share of
common stock equal to the Fair Market Value (as defined in the Company’s 2018 Equity Incentive Plan) as of the grant date and to
vest as to 50% of the underlying shares on the first annual anniversary of the grant date and the remainder in 12 equal monthly installments
thereafter, subject to the director’s continued service on the Board through such vesting date. Ms. Androski is also eligible to
receive to an annual cash retainer of $7,500 for serving as a member of the Audit Committee of the Board and $7,500 for serving as a member
of the Compensation Committee of the Board.
Ms. Androski is expected to enter into the Company’s
standard form indemnification agreement in the form filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.
001-31326), filed with the Securities and Exchange Commission on December 22, 2017.
| Item 7.01 | Regulation FD Disclosure. |
On July 5, 2022, the Company issued a press release
announcing the foregoing Board changes. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
The information in this Item 7.01 (including Exhibit
99.1) of this Current Report on Form 8-K is being furnished and shall not be deemed “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,
nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial
Statements and Exhibits. |
(d) Exhibits.
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.
Date: July 5, 2022 |
ELOXX PHARMACEUTICALS, INC. |
|
|
|
|
By: |
/s/ Sumit Aggarwal |
|
Name: |
Sumit Aggarwal |
|
Title: |
President and Chief Executive Officer |
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