Current Report Filing (8-k)
July 15 2022 - 7:07AM
Edgar (US Regulatory)
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2022-07-13
2022-07-13
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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): July 13, 2022
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.) |
480
Arsenal Way, Suite 130, Watertown, MA |
|
02451 |
(Address of principal executive offices) |
|
(Zip Code) |
(Registrant’s telephone number,
including area code): (781) 577-5300
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 |
The Nasdaq Global 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 4.01 | Changes in Registrant’s Certifying Accountant. |
On
July 13, 2022, the Audit Committee (the “Committee”) of the Board of Directors of Eloxx Pharmaceuticals, Inc. (the “Company”)
approved the engagement of Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2022, effective immediately.
On
July 13, 2022, the Committee dismissed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered
public accounting firm, effective immediately. The reports of Deloitte on the Company’s financial statements for each of the fiscal
years ended December 31, 2020 and 2021 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope or accounting principles, except that Deloitte’s audit reports for the fiscal years ended December
31, 2020 and 2021 each included a statement of substantial doubt about the Company’s ability to continue as a going concern.
In
the fiscal years ended December 31, 2020 and 2021 and in the subsequent interim period through July 13, 2022, there
were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company
and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which,
if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the matter in its report on the financial
statements for such years.
In
the fiscal years ended December 31, 2020 and 2021 and in the subsequent interim period through July 13, 2022, there were no “reportable
events” (as described in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Deloitte with a copy of the
disclosures contained in this Form 8-K and requested that Deloitte furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements contained herein. A copy of Deloitte’s letter, dated July 15, 2022, is
filed as Exhibit 16.1 to this Current Report on Form 8-K.
During
the fiscal years ended December 31, 2020 and 2021 and the subsequent interim period through July 13, 2022, neither the Company
nor anyone on its behalf consulted with Baker Tilly with respect to (a) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements,
and neither a written report nor oral advice was provided to the Company that Baker Tilly concluded was an important factor considered
by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the
subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable
event” (as described in Item 304(a)(1)(v) of Regulation S-K).
| Item
9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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:
July 15, 2022 |
ELOXX PHARMACEUTICALS, INC. |
|
By: |
/s/ Sumit Aggarwal |
|
Name: Sumit Aggarwal |
|
Title: President and Chief Executive Officer |
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