Majority of Eloxx Pharmaceuticals (OTC: ELOX) holders back actions

Rhea-AI Filing Summary

Eloxx Pharmaceuticals, Inc. reports that as of the April 28, 2026 record date, there were 7,573,935 shares of common stock outstanding and entitled to vote. On that date, stockholders holding 4,324,964 shares, or 57.1% of the eligible shares, approved certain corporate actions by written consent.

The company has filed a preliminary information statement on Schedule 14C and plans to send a definitive information statement to shareholders. The approved actions will become effective only after the definitive statement is mailed, at least 20 calendar days have passed, and any other required corporate or regulatory conditions are satisfied.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 7,573,935 shares Shares approving actions: 4,324,964 shares Approval percentage: 57.1% +1 more

4 metrics

Shares outstanding on record date 7,573,935 shares Common stock outstanding and entitled to vote as of April 28, 2026

Shares approving actions 4,324,964 shares Shares whose holders approved actions by written consent on April 28, 2026

Approval percentage 57.1% Portion of outstanding common stock approving actions as of April 28, 2026

Waiting period 20 calendar days Minimum period after mailing definitive Schedule 14C before actions become effective

Key Terms

written consent, Record Date, Schedule 14C, information statement, +1 more

5 terms

written consent regulatory

"stockholders holding 4,324,964 shares of common stock (57.1% of the outstanding shares entitled to vote as of the Record Date) approved the following actions via written consent"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

Record Date financial

"On April 28, 2026 (the “Record Date”), there were 7,573,935 shares of Eloxx Pharmaceuticals"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Schedule 14C regulatory

"The Company filed a preliminary information statement on Schedule 14C on April 28, 2026, and intends to file a definitive information statement on Schedule 14C"

Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.

information statement regulatory

"intends to file a definitive information statement on Schedule 14C regarding the Stockholder Actions"

An information statement is a formal document companies distribute to investors and the public to explain important facts about a corporate action, transaction, or situation — for example changes in management, business plans, or financial events. It’s like a clear, written notice that lays out what happened and why it matters, helping investors judge risk and make decisions without being asked to vote. Reliable, timely information can affect share prices and investor trust.

Rule 14c-2 regulatory

"in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended"

Understanding 8-K Material Events →

NONE 0001035354 false 0001035354 2026-04-28 2026-04-28

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 28, 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		OTC Expert 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 5.07. Submission of Matters to a Vote of Security Holders.

On April 28, 2026 (the “Record Date”), there were 7,573,935 shares of Eloxx Pharmaceuticals, Inc.’s (the “Company”) common stock outstanding and entitled to vote. On April 28, 2026, stockholders holding 4,324,964 shares of common stock (57.1% of the outstanding shares entitled to vote as of the Record Date) approved the following actions via written consent (the “Stockholder Actions”):

(i) ratified and approved the first amendment (“First Amendment”) to the Company’s 2018 Equity Incentive Plan (the “Original 2018 Plan”) to increase the number of shares of Common Stock available for issuance of awards thereunder to 20,000,000 shares and increase the incentive stock option share limit (the “ISO Limit”) to 30,000,000 shares, which the Board of Directors of the Company (the “Board”) had previously approved and adopted;

(ii) approved an amendment and restatement of the Original 2018 Plan, as amended by the First Amendment (the “Restated 2018 Plan”), in order to extend the period of time during which the Company may grant incentive stock options under the Restated 2018 Plan, further increase the ISO Limit, extend the evergreen provision and incorporate certain administrative and clarifying amendments;

(iii) approved amendments to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s Common Stock at a ratio ranging from any whole number between 1-for-2 to 1-for-20, with the exact ratio to be determined at the sole discretion of the Board at any time on or prior to the one-year anniversary of the Record Date; and

(iv) approved an amendment to the Certificate of Incorporation to decrease the number of authorized shares of Common Stock from 500,000,000 to 100,000,000, such decrease to be effected at such time and date as determined by the Board at any time on or prior to the one-year anniversary of the Record Date as determined by the Board in its sole discretion.

The Company filed a preliminary information statement on Schedule 14C on April 28, 2026, and intends to file a definitive information statement on Schedule 14C regarding the Stockholder Actions. The Stockholder Actions will not become effective until (i) the Company files and sends shareholders a definitive information statement on Schedule 14C in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended, (ii) at least 20 calendar days have elapsed following the mailing of the information statement and (iii) any other required corporate or regulatory requirements are satisfied.

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: May 1, 2026				ELOXX PHARMACEUTICALS, INC.
				By:		/s/ Sumit Aggarwal
				Name:		Sumit Aggarwal
				Title:		President and Chief Executive Officer

FAQ

What did Eloxx Pharmaceuticals (ELOX) disclose about its stockholder vote?

Eloxx Pharmaceuticals disclosed that, as of April 28, 2026, stockholders holding 4,324,964 shares, or 57.1% of 7,573,935 eligible shares, approved certain corporate actions by written consent. These actions relate to matters described in a Schedule 14C information statement.

How many Eloxx (ELOX) shares were outstanding and entitled to vote?

As of the April 28, 2026 record date, Eloxx Pharmaceuticals had 7,573,935 shares of common stock outstanding and entitled to vote. This figure defines the total base used to calculate the 57.1% stockholder approval obtained via written consent.

What percentage of Eloxx Pharmaceuticals shares approved the actions?

Stockholders holding 4,324,964 shares, representing 57.1% of Eloxx Pharmaceuticals’ outstanding common stock as of April 28, 2026, approved the actions by written consent. This majority consent allowed the company to proceed without a formal stockholder meeting.

When will the Eloxx (ELOX) stockholder actions become effective?

The stockholder actions will become effective only after Eloxx mails a definitive Schedule 14C information statement, at least 20 calendar days have elapsed following that mailing, and all other required corporate or regulatory conditions have been satisfied.

What is Eloxx Pharmaceuticals’ next step after the written consent approval?

Eloxx Pharmaceuticals has already filed a preliminary Schedule 14C and intends to file and mail a definitive information statement. After mailing, it must wait at least 20 calendar days and meet any remaining corporate or regulatory requirements before the actions take effect.

On which market is Eloxx Pharmaceuticals (ELOX) common stock quoted?

Eloxx Pharmaceuticals’ common stock, with a par value of $0.01 per share, is quoted on the OTC Expert Market under the trading symbol ELOX. This marketplace is identified in the company’s securities registration disclosure.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB