Eloxx Pharmaceuticals, Inc. (the “Company”) (Nasdaq: ELOX), a
leader in ribosomal RNA-targeted genetic therapies for rare
diseases, today announced that its Board of Directors has approved
a 1-for-40 reverse stock split of the Company’s common stock. The
reverse stock split will become effective at 5:00 p.m. Eastern Time
today, December 1, 2022, after close of trading on The Nasdaq
Capital Market. The Company’s common stock is expected to commence
trading on a split-adjusted basis when the markets open on December
2, 2022 under the existing trading symbol “ELOX.” The new CUSIP
number for the Company’s common stock following the reverse stock
split will be 29014R202.
The primary goal of the reverse stock split is
to increase the per share market price of the Company’s common
stock to meet the minimum per share bid price requirement for
continued listing on The Nasdaq Capital Market.
The reverse stock split was approved by the
Company’s stockholders at a special meeting of stockholders held on
November 30, 2022. On November 30, 2022, following the special
meeting, the Company’s Board of Directors approved the reverse
stock split at the ratio of 1-for-40.
As a result of the reverse stock split, every 40
shares of the Company’s common stock issued and outstanding will be
automatically reclassified into one new share of the Company’s
common stock. Proportionate adjustments will be made to the
exercise prices and the number of shares underlying the Company’s
outstanding equity awards, as applicable, and warrants exercisable
for shares of common stock, as well as to the number of shares
issuable under the Company’s equity incentive plans and certain
existing agreements. The common stock issued pursuant to the
reverse stock split will remain fully paid and non-assessable. The
reverse stock split will not affect the number of authorized shares
of common stock or the par value of the common stock.
No fractional shares will be issued in
connection with the reverse stock split. Stockholders who would
otherwise be entitled to receive fractional shares as a result of
the reverse stock split will be entitled to a cash payment in lieu
thereof at a price equal to the fraction to which the stockholder
would otherwise be entitled multiplied by the closing sales price
per share of the common stock (as adjusted to give effect to the
reverse stock split) on The Nasdaq Capital Market today, the last
trading day immediately preceding the effective time of the reverse
stock split.
American Stock Transfer & Trust Company, LLC
(“AST”), the Company’s transfer agent, is acting as the exchange
agent for the reverse stock split. Stockholders with book-entry
shares or who hold their shares through a bank, broker or other
nominee will not need to take any action. Stockholders of record
holding certificates representing pre-split shares of the Company’s
common stock, as applicable, will receive a letter of transmittal
from AST with instructions on how to surrender certificates
representing pre-split shares. Stockholders should not send in
their pre-split certificates until they receive a letter of
transmittal from AST. Stockholders of record who held pre-split
certificates will receive their post-split shares book-entry and
will be receiving a statement from AST regarding their common stock
ownership post-reverse stock split.
Additional information about the reverse stock
split can be found in the Company’s definitive proxy statement (the
“Proxy Statement”) filed with the Securities and Exchange
Commission (the “SEC”) on October 31, 2022, which is available free
of charge at the SEC’s website, www.sec.gov, and on the Company’s
website at www.eloxxpharma.com.
About Eloxx Pharmaceuticals
Eloxx Pharmaceuticals, Inc. is engaged in
the science of ribosome modulation, leveraging its innovative
TURBO-ZMTM chemistry technology platform in an effort to develop
novel Ribosome Modulating Agents (RMAs) and its library of
Eukaryotic Ribosome Selective Glycosides (ERSGs). Eloxx’s lead
investigational product candidate, ELX-02, is a small molecule drug
candidate designed to restore production of full-length functional
proteins. The U.S. Food and Drug Administration (FDA) has granted
Fast Track designation for ELX-02 for the treatment of CF patients
with nonsense mutations. In addition, ELX-02 has also been granted
Orphan Drug Designation for the treatment of CF patients with
nonsense mutations by the FDA and orphan medicinal product
designation by the European Commission. ELX-02 is in clinical
development, focusing on cystic fibrosis (US Trial NCT04135495,
EU/IL Trial NCT04126473). Eloxx also has preclinical programs
focused on select rare diseases, including inherited diseases,
cancer caused by nonsense mutations, kidney diseases, including
autosomal dominant polycystic kidney disease, as well as rare
ocular genetic disorders.
For more information, please visit www.eloxxpharma.com.
Forward-looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements other than statements of present
and historical facts contained in this press release, including
without limitation, statements regarding the reverse stock split,
expectations with respect to compliance with the minimum required
closing bid price for continued listing on The Nasdaq Capital
Market and other future events and expectations described in this
press release are forward-looking statements. Forward-looking
statements can be identified by the words “aim,” “may,” “will,”
“would,” “should,” “expect,” “explore,” “plan,” “anticipate,”
“could,” “intend,” “target,” “project,” “contemplate,” “believe,”
“estimate,” “predict,” “potential,” “seeks,” or “continue” or the
negative of these terms similar expressions, although not all
forward-looking statements contain these words. Forward-looking
statements are based on management's current plans, estimates,
assumptions and projections based on information currently
available to us. Forward-looking statements are subject to known
and unknown risks, uncertainties and assumptions, and actual
results or outcomes may differ materially from those expressed or
implied in the forward-looking statements due to various important
factors, including, but not limited to: market conditions and their
impact on the trading price of our common stock on the Nasdaq
Capital Market; other factors discussed in the Proxy Statement; and
other risks and uncertainties described our filings with the SEC,
including those discussed under the heading “Risk Factors” in our
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2022, as any such factors may be updated from time to
time in our other filings with the SEC, accessible on the SEC’s
website at www.sec.gov and the “Financials & Filings” page of
our website at
https://investors.eloxxpharma.com/financials-filings.
All forward-looking statements speak only as of
the date of this press release and, except as required by
applicable law, we have no obligation to update or revise any
forward-looking statements contained herein, whether as a result of
any new information, future events, changed circumstances or
otherwise.
Contact
InvestorsJohn
Woolfordjohn.woolford@westwicke.com443.213.0506
MediaLaureen Cassidylaureen@outcomescg.com
Source: Eloxx Pharmaceuticals
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