Eloxx updates stock resale covering 600K shares

EXPRESS is designed for approximately 60 adults, with first dosing expected in the third quarter of 2027 and topline data in the first half of 2029.

Rhea-AI Filing Summary

Eloxx Pharmaceuticals, Inc. (ELOX) updated its resale prospectus for selling stockholders covering 600,000 shares of common stock and up to 4,358,919 shares issuable upon exercise of pre-funded warrants. The warrants have a $0.11-per-share exercise price, are exercisable at any time and expire when exercised in full, subject to the beneficial ownership limitation.

The board increased from five to six directors on October 19, 2026, appointing Geno J. Germano for a term expiring at the 2027 annual meeting and until a successor is duly elected and qualified. Germano received an option to purchase up to 13,587 shares at $12.50 per share, vesting in 24 substantially equal monthly installments on the last day of each month, subject to continued service. Eloxx also appointed T.R. Srinivas, M.D., Senior Vice President and Chief Medical Officer, and described its EXPRESS Phase 2 trial for approximately 60 adults with PKD1 or PKD2 nonsense mutations, randomized 1:1 to exaluren or placebo for 52 weeks. The primary endpoint is the annualized rate of change in height-adjusted total kidney volume; first dosing is expected in the third quarter of 2027 and topline data in the first half of 2029.

Filing Explained

This resale supplement covers selling-stockholder resales of 600,000 existing shares and up to 4,358,919 warrant shares; the latter would increase the share count and dilute existing holders only if exercised, not merely because they are registered for resale.

Key Figures

Common stock covered for resale: 600,000 shares Shares issuable upon warrant exercise covered for resale: Up to 4,358,919 shares Pre-funded warrant exercise price: $0.11 per share +5 more

8 metrics

Common stock covered for resale 600,000 shares Selling stockholders' resale prospectus

Shares issuable upon warrant exercise covered for resale Up to 4,358,919 shares Common stock issuable upon exercise of pre-funded warrants

Pre-funded warrant exercise price $0.11 per share Warrant terms

Board size Increased from five to six directors Change made on October 19, 2026

Director option grant Up to 13,587 shares Option granted to Geno J. Germano

Director option exercise price $12.50 per share Option granted to Geno J. Germano

EXPRESS trial enrollment Approximately 60 adults Adults with PKD1 or PKD2 nonsense mutations

EXPRESS trial duration 52 weeks Treatment period for exaluren or placebo

Key Terms

Pre-Funded Warrants, beneficial ownership limitation, height-adjusted total kidney volume, orphan drug designations

4 terms

Pre-Funded Warrants financial

"shares issuable upon the exercise of Pre-Funded Warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficial ownership limitation financial

"subject to the beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

height-adjusted total kidney volume medical

"annualized rate of change in height-adjusted total kidney volume"

orphan drug designations regulatory

"received orphan drug designations for ADPKD"

A regulatory status granted to medicines that treat rare diseases, giving developers special incentives and protections — for example, reduced fees, tax benefits, and a period of exclusive marketing once approved. Think of it as a government “boost” that lowers development costs and shields a product from direct competition for a time; investors watch for it because it can raise a drug’s commercial value and reduce the financial risk of bringing a treatment for a small patient group to market.

Offering Details

secondary · 600,000 shares of common stock and up to 4,358,919 shares of common stock issuable upon exercise of pre-funded warrants

Offering

Offering Type secondary

Securities Offered Common stock, including shares issuable upon exercise of pre-funded warrants

Offering Amount 600,000 shares of common stock and up to 4,358,919 shares of common stock issuable upon exercise of pre-funded warrants

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares does ELOX's prospectus supplement cover for resale?

It covers resale by selling stockholders of 600,000 shares of common stock and up to 4,358,919 shares issuable upon exercise of pre-funded warrants. The warrants were issued in private placements under agreements dated January 9, 2024, and August 20, 2025, as amended.

What are the exercise terms for ELOX's pre-funded warrants?

The warrants have an exercise price of $0.11 per share and are exercisable at any time. They expire when exercised in full, subject to the beneficial ownership limitation.

What is the design and timing of ELOX's EXPRESS trial?

EXPRESS is designed to enroll approximately 60 adults with PKD1 or PKD2 nonsense mutations, randomized 1:1 to receive exaluren or placebo for 52 weeks. Its primary endpoint is the annualized rate of change in height-adjusted total kidney volume. First patient dosing is expected in the third quarter of 2027, with topline data expected in the first half of 2029.

Who joined the ELOX board, and what option grant did he receive?

Eloxx appointed Geno J. Germano to its board on October 19, 2026. He received an option to purchase up to 13,587 shares at $12.50 per share, vesting in 24 substantially equal monthly installments on the last day of each month, subject to continued service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/22/2026 - 06:06 AM EDT Accepted by SEC EDGAR 10/21/2026 - 07:33 PM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-298904

PROSPECTUS SUPPLEMENT NO. 1

(to Prospectus dated September 18, 2026)

600,000 Shares of Common Stock

Up to 4,358,919 Shares of Common Stock Issuable upon Exercise of Pre-Funded Warrants

This prospectus supplement supplements the prospectus dated September 18, 2026 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-298904). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) on October 21, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the resale from time to time, by the selling stockholders identified in the Prospectus under the caption “Selling Stockholders,” of (i) 600,000 shares of our common stock, par value $0.01 (our “common stock”) and (ii) up to 4,358,919 shares of our common stock issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”). We issued the Pre-Funded Warrants to the selling stockholders in a series of private placements pursuant to (i) the Securities Purchase Agreement, dated as of January 9, 2024 (the “Domicilium Securities Purchase Agreement”), and (ii) the Securities Purchase Agreement, dated as of August 20, 2025, as amended (the “Coastlands Securities Purchase Agreement”). The Pre-Funded Warrants have an exercise price of $0.11 per share, are exercisable at any time and will expire when exercised in full, subject to the beneficial ownership limitation.

Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ELOX”. On October 19, 2026, the last reported sales price of our common stock on the Nasdaq was $12.50 per share.

This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information in this prospectus supplement updates and supersedes the information contained in the Prospectus.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for the Prospectus and may elect to do so in future filings. See “Prospectus Summary-Implications of Being a Smaller Reporting Company.”

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 7 of the Prospectus.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is October 21, 2026.

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): October 19, 2026

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.)

P.O. Box 274

10 Court Street, Arlington, MA 02476

(Address of principal executive offices, including zip code)

(781) 577-5300

(Registrant’s telephone number, including area code)

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

On October 19, 2026, the Board of Directors (the “Board”) of Eloxx Pharmaceuticals, Inc. (the “Company”) increased the size of the Board from five to six directors and appointed Geno J. Germano to fill the newly created vacancy on the Board.

Mr. Germano will serve for a term expiring at the Company’s annual meeting of stockholders to be held in 2027 and until his successor is duly elected and qualified or until his earlier death, disqualification, resignation or removal. The Board has determined that Mr. Germano is “independent” in accordance with the listing standards of the Nasdaq Stock Market LLC, the Company’s internal policies, and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Geno J. Germano is a 35-year veteran of the pharmaceutical and life sciences industry with extensive experience in development and commercialization of a broad range of medicines across most therapeutic categories. Most recently, from August 2018 to June 2024, Mr. Germano served as President and Chief Executive Officer and a board member of Elucida Oncology, Inc., a biotechnology company. He previously served as President of Intrexon Corporation, or Intrexon, a leader in engineering and industrialization of biology, from June 2016 to March 2017. Prior to joining Intrexon, from 2014 to February 2016, Mr. Germano was Group President of the Global Innovative Pharma Business of Pfizer, where he led a growing global $14 billion business with market-leading medicines and an extensive portfolio of late-stage development candidates in several therapeutic areas. Mr. Germano was also Co-Chair of the Portfolio Strategy and Investment Committee at Pfizer from 2013 to February 2016. Previously, from 2009 through 2013, Mr. Germano served as President and General Manager of Pfizer’s Specialty Care and Oncology business units where he led commercial, medical, and post proof-of-concept pipeline strategy and development across global markets. Additionally, Mr. Germano has served on the board of directors of Precision Biosciences, Inc., a clinical stage biotechnology company, since March 2020, and has served as the chairman of the board of directors of Entera Bio Ltd., a commercial stage biotechnology company, since February 2026, and since May 2026 has served on the Board of Directors of Harmony Biosciences. Mr. Germano also served on the boards of directors of Sage Therapeutics (from 2016 until the company was acquired in 2025), Orbital Therapeutics, a private pre-clinical stage biotechnology company (from March 2025 until the company was acquired in December 2025), Bioverativ Inc. (acquired by Sanofi S.A. in March 2018) and The Medicines Company (acquired by Novartis AG in January 2020). Mr. Germano received his B.S. in Pharmacy from Albany College of Pharmacy. Our Board believes that Mr. Germano is qualified to serve as a director based upon his deep industry knowledge, his proven track record of leading large-scale pharmaceutical operations and pipeline development, and his extensive public company board experience.

In connection with his appointment, Mr. Germano has entered into the Company’s standard form of indemnity agreement. These agreements, among other things, require the Company to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. The form of indemnity agreement was filed as Exhibit 10.17 on the Company’s Form 10-K filed on March 17, 2026, and is incorporated herein by reference.

Mr. Germano is eligible to receive compensation consistent with the Company’s compensation arrangements for its other non-employee directors, including annual cash compensation for service on the Board and its committees and equity awards. In connection with his appointment, Mr. Germano received an option grant to purchase up to 13,587 shares of Common Stock at an exercise price of $12.50 per share, which award will vest and become exercisable in 24 substantially equal installments on the last day of each month, such that the option will be fully vested and exercisable on the last day of the month of the second anniversary of the date of grant, subject to Mr. Germano’s continued service as a non-employee director of the Company through each such vesting date.

Item 8.01. Other Events.

On October 20, 2026, the Company provided a corporate update regarding the appointment of T.R. Srinivas, M.D. to the position of Senior Vice President and Chief Medical Officer, and the finalized design of EXPRESS, its global Phase 2 clinical trial of exaluren in nonsense-mutation autosomal dominant polycystic kidney disease (“ADPKD”). EXPRESS is designed to enroll approximately 60 adults with PKD1 or PKD2 nonsense mutations, randomized 1:1 to receive exaluren or placebo for 52 weeks, with the annualized rate of change in height-adjusted total kidney volume as the primary endpoint. First patient dosing is expected in the third quarter of 2027, with topline data expected in the first half of 2029. Exaluren has received orphan drug designations for ADPKD in the United States and in Europe.

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: October 21, 2026				ELOXX PHARMACEUTICALS, INC.
				By:		/s/ Sumit Aggarwal
				Name:		Sumit Aggarwal
				Title:		President and Chief Executive Officer