{"url_path":"/sec/elox/8-k/2026-06-01/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1035354/0001193125-26-249692-index.html","accession_number":"0001193125-26-249692","cik":"0001035354","ticker":"ELOX","issuer_name":"Eloxx Pharmaceuticals, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1035354/0001193125-26-249692-index.html","primary_entity_key":"0001035354","primary_entity_name":"Eloxx Pharmaceuticals, Inc."},"word_count":576,"has_tables":true,"body_markdown":"Item 5.03.\n\nAmendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nOn April 28, 2026 (the “Record Date”), stockholders holding 57.1% of the Company’s outstanding shares entitled to vote as of the Record Date approved, via written consent, (a) 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 (b) 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.\n\nOn May 27, 2026, the Board approved a 1-for-11 reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”) and determined to proceed with the decrease in the number of authorized shares of Common Stock from 500,000,000 to 100,000,000 (the “Authorized Share Reduction”). On May 29, 2026, the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of\n\nState”) a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split and Authorized Share Reduction. The Reverse Stock Split and Authorized Share Reduction became effective as of 5:00 p.m. Eastern Time on May 29, 2026 (the “Effective Time”), and the Common Stock is expected to begin trading on a split-adjusted basis when the OTC Pink Market opens on June 1, 2026.\n\nWhen the Reverse Stock Split became effective, every 11 shares of the Company’s issued and outstanding Common Stock were automatically combined, converted and changed into one share of Common Stock. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of Common Stock, as applicable, and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fractional share of Common Stock that were created as a result of the Reverse Stock Split were rounded down to the next whole share and the stockholder is entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will be equal to the fraction of a share to which such stockholder would otherwise be entitled multiplied by the fair market value of a share of Common Stock at the Effective Time as determined reasonably and in good faith by the Board.\n\nThe Common Stock will continue to trade on the OTC Pink Market under the symbol “ELOX.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 29014R301.\n\nEquiniti Trust Company, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.\n\nThe foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference."}