ELOX

Eloxx Pharmaceuticals, Inc. - Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K covers events occurring on April 28, 2026, for Eloxx Pharmaceuticals, Inc. (Nasdaq/OTC: ELOX). The filing details the results of stockholder actions approved via written consent on the Record Date.

Key Financial Metrics

The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on corporate governance and capital structure actions.

Material Changes and Stockholder Actions

On April 28, 2026, stockholders holding 4,324,964 shares (57.1% of the 7,573,935 outstanding shares entitled to vote) approved the following actions:

• Equity Plan Amendment: Ratified an amendment to the 2018 Equity Incentive Plan to increase shares available for issuance to 20,000,000 and the Incentive Stock Option (ISO) limit to 30,000,000.
• Plan Restatement: Approved a restatement of the 2018 Plan to extend the term for granting ISOs, further increase the ISO limit, extend the evergreen provision, and incorporate administrative amendments.
• Reverse Stock Split Authorization: Approved an amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-2 and 1-for-20. The Board retains sole discretion to determine the exact ratio within one year of the Record Date.
• Authorized Share Reduction: Approved a reduction of authorized Common Stock from 500,000,000 to 100,000,000 shares, effective at the Board's discretion within one year of the Record Date.

Outlook, Risks, and Effectiveness

The approved Stockholder Actions are not yet effective. They will only become effective upon the following conditions:

1. Filing and mailing of a definitive information statement on Schedule 14C.
2. Elapse of at least 20 calendar days following the mailing of the information statement.
3. Satisfaction of any other required corporate or regulatory requirements.

The Company filed a preliminary Schedule 14C on April 28, 2026, and intends to file the definitive version subsequently.

Investor Verification Checklist

• Verify the filing of the definitive Schedule 14C information statement to confirm the timeline for effectiveness.
• Monitor Board announcements regarding the specific reverse stock split ratio (1-for-2 to 1-for-20) and the timing of the authorized share reduction.
• Review the final terms of the Restated 2018 Equity Incentive Plan for details on the extended ISO limit and evergreen provision.