Item 1.01. Entry into a Material Definitive Agreement
On May 13, 2021, Eloxx Pharmaceuticals, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with B. Riley Securities, Inc. (the “Underwriter”)
in connection with the issuance and sale by the Company in a public offering of 33,333,334 shares of the Company’s common stock
at a public offering price of $1.35 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration
statement on Form S-3 (Registration No. 333-228430) and a related prospectus supplement filed with the Securities and Exchange Commission
(the “SEC” and such public offering, the “Offering”). Under the terms of the Underwriting Agreement, the Company
has also granted the Underwriter an option exercisable for 30 days to purchase up to an additional 5,000,000 shares of its common stock
at the public offering price, less underwriting discounts and commissions, which was exercised in full. The closing of the Offering is expected to occur on or about
May 18, 2021, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties
and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including
for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is not complete
and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1
to this Current Report on Form 8-K (the “Current Report”) and is incorporated by reference herein.
Latham & Watkins LLP, counsel to the Company, has issued an opinion
to the Company, dated May 18, 2021, regarding the validity of the shares of common stock to be issued and sold in the Offering. A copy
of the opinion is filed as Exhibit 5.1 to this Current Report.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report contains forward-looking statements, which are
generally statements that are not historical facts. Forward-looking statements can be identified by the words “expects,” “anticipates,”
“believes,” “intends,” “estimates,” “plans,” “will,” “outlook”
and similar expressions. Forward-looking statements are based on management’s current plans, estimates, assumptions and projections,
and speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement in light of
new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties,
most of which are difficult to predict and are generally beyond management’s control. Actual results or outcomes may differ materially
from those implied by the forward-looking statements as a result of the impact of a number of factors, including the risks and uncertainties
associated with market conditions and the satisfaction of customary closing conditions relating to the Offering, as well as those risks
discussed in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2021, in the prospectus supplement relating
to the Offering under the caption “Risk Factors” and in the Company’s other reports filed with the SEC.