Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
May 06 2022 - 05:03PM
Edgar (US Regulatory)
As Filed Pursuant to Rule 424(b)(5)
Registration No. 333-258994
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 30,
2021 and the Prospectus Supplement dated September 30, 2021)
ELOXX PHARMACEUTICALS,
INC.
Up to $12,996,794.66 of Common
Stock
This Prospectus Supplement supplements the prospectus supplement,
dated September 30, 2021 (the “ATM Prospectus Supplement”),
relating to the offer and sale of shares of our common stock having
an aggregate offering price of up to $50,000,000 pursuant to the
terms of a sales agreement, or the Sales Agreement, with SVB
Securities LLC (“SVB Securities”). Through the date hereof, we have
not sold any shares of our common stock through SVB Securities
under the Sales Agreement. This Prospectus Supplement should be
read in conjunction with the ATM Prospectus Supplement, and is
qualified by reference thereto, except to the extent that the
information herein amends or supersedes the information contained
in the ATM Prospectus Supplement. This Prospectus Supplement is not
complete without, and may only be delivered or utilized in
connection with, the ATM Prospectus Supplement, and any future
amendments or supplements thereto.
On March 30, 2022, the date we filed our Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, we became subject to
the offering limits in General Instruction I.B.6 of Form S-3. As of
the date of this Prospectus Supplement, the aggregate market value
of our common stock held by non-affiliates pursuant to General
Instruction I.B.6 of Form S-3 is $38,990,384, which was calculated
based on 67,224,800 shares of our outstanding common stock held by
non-affiliates and a price of $0.58 per share, the closing price of
our common stock on April 4, 2022, which is the highest closing
sale price of our common stock on the Nasdaq Global Market within
the prior 60 days. As of the date of this Prospectus Supplement, we
have not sold any securities pursuant to General Instruction I.B.6
of Form S-3 during the 12 calendar months prior to, and including,
the date of this Prospectus Supplement. Pursuant to General
Instruction I.B.6 of Form S-3, in no event will we sell securities
in public primary offerings on Form S-3 with a value exceeding
one-third of our public float (as defined by General Instruction
I.B.6) in any 12 calendar month period so long as our public float
remains below $75.0 million.
We are filing this Prospectus Supplement to amend the ATM
Prospectus Supplement to reflect the limitations on the maximum
amount of shares that we are eligible to sell under General
Instruction I.B.6. As a result of these limitations, we may
currently only offer and sell shares of our common stock having an
aggregate offering price of up to $12,996,794.66 pursuant to the
Sales Agreement. However, in the event that our public float
increases or decreases, we may sell securities in public primary
offerings on Form S-3 with a value up to one-third of our public
float, in each case calculated pursuant to General Instruction
I.B.6 and subject to the terms of the Sales Agreement. In the event
that our public float increases above $75.0 million, we will no
longer be subject to the limits in General Instruction I.B.6 of
Form S-3.
Sales of common stock under this Prospectus Supplement, if any,
will be made by means of ordinary brokers’ transactions through the
facilities of the Nasdaq Global Market, any other national
securities exchange or facility thereof, a trading facility of a
national securities association or an alternate trading system, to
or through a market maker or directly on or through an electronic
communication network or any similar market venue, at market
prices, in block transactions or as otherwise agreed between us and
the sales agent. Our common stock trades on the Nasdaq Global
Market under the symbol “ELOX.” On May 5, 2022, the last reported
sale price of our common stock on the Nasdaq Global Market was
$0.33 per share.
INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS”
ON PAGE S-8 OF THE ATM PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS
INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT CONCERNING
FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON
STOCK.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
SVB Securities
The date of this prospectus supplement is May 6, 2022.
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