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What changed 10-Q

Item 5. Other Information

2026-05-05 compared with 2023-11-13 · 20 added, 67 removed, 23 unchanged (79% of the section changed)

Other Information.

(a) On November 10, 2023, the Company entered into the Third Amendment (the “Third Amendment”) to the Hercules Term Loan Agreement which provides for a temporary reduction in the minimum qualified cash balance amount to $2.25 million for the period from November 15, 2023 through December 15, 2023, unless extended by the Agent under the Hercules Term Loan Agreement in its sole discretion.

After such period, the minimum level of qualified cash will revert to $2.25 million plus the amount of accounts payable that have not been paid within 180 days.

The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

(c) During the three months ended September 30, 2023, no director or “officer”

(as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408(a) of Regulation S-K.

(c) During the three months ended March 31, 2026, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.

3 unchanged sentences

Exhibit Description

Agreement and Plan of Merger, dated April 1, 2021, by and among Eloxx Pharmaceuticals, Inc., Delta Merger Sub Acquisition Corporation and Zikani Therapeutics, Inc.

April 1, 2021

Amended and Restated Certificate of Incorporation of Senesco Technologies, Inc.

filed with the State of Delaware on January 22, 2007

February 14, 2007

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Senesco Technologies, Inc.

filed with the State of Delaware on December 13, 2007

February 14, 2008

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Senesco Technologies, Inc.

filed with the State of Delaware on September 22, 2009

September 28, 2009

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Senesco Technologies, Inc.

filed with the State of Delaware on May 25, 2010

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Senesco Technologies, Inc.

filed with the State of Delaware on December 22, 2011

February 14, 2011

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Senesco Technologies, Inc.

filed with the State of Delaware on April 1, 2013

Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 16, 2013

October 21, 2013

Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on September 29, 2014

October 3, 2014

Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on December 19, 2017

December 22, 2017

Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on December 19, 2017

December 22, 2017

Incorporated by Reference

Exhibit Description

Certificate of Designations to the Company’s Certificate of Incorporation.

Omnibus Agreement, dated as of October 28, 2025 and amended on February 26, 2026, by and between Eloxx Pharmaceuticals, Inc.

and the Cystic Fibrosis Foundation.

March 17, 2026

Certificate of Designations to the Company’s Certificate of Incorporation.

(0% Series C Convertible Preferred Stock)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Eloxx Pharmaceuticals, Inc., as filed with the Secretary of State of the State of Delaware on December 1, 2022.

December 1, 2022

Amended and Restated Bylaws of Eloxx Pharmaceuticals, Inc.

December 27, 2017

Pre-Funded Common Stock Purchase Warrant, issued by Eloxx Pharmaceuticals, Inc.

to Armistice Capital Masterfund Ltd., dated September 20, 2023

Common Stock Purchase Warrant, issued by Eloxx Pharmaceuticals, Inc.

to Armistice Capital Masterfund Ltd., dated September 20, 2023

Form of Placement Agent Common Stock Purchase Warrant, dated September 20, 2023

Securities Purchase Agreement, dated as of September 18, 2023, by and between Eloxx Pharmaceuticals, Inc.

and Armistice Capital Master Fund Ltd.

Performance Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement between Eloxx Pharmaceuticals, Inc.

and Sumit Aggarwal, dated August 23, 2023

Performance Stock Option Grant Notice and Stock Option Agreement between Eloxx Pharmaceuticals, Inc.

and Sumit Aggarwal, dated August 23, 2023.

Second Amendment, dated May 19, 2023, to the Loan and Security Agreement, dated as of September 30, 2021, by and among Hercules Capital, Inc., Eloxx Pharmaceuticals, Inc., Zikani Therapeutics, Inc.

and the other parties thereto.

Third Amendment, dated November 10, 2023, to the Loan and Security Agreement, dated as of September 30, 2021, by and among Hercules Capital, Inc., Eloxx Pharmaceuticals, Inc., Zikani Therapeutics, Inc.

and the other parties thereto.

Certification of the Company’s Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Company’s Principal Financial Officer pursuant to Rule 13a-14(a) and Rule

Incorporated by Reference

Exhibit Description

15d-14(a) of the Securities and Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C.

Royalty and Revenue Sharing Agreement, dated as of July 10, 2024 and amended by Amendment No.1 dated March 2, 2026, by and between the Company, SD MF 4 LLC and the other parties thereto.

March 17, 2026

Amendment No.

3 Securities Purchase Agreement, dated as of February 20, 2026 by and among the Company, Coastlands Capital, LP and SD MF 4 LLC.

March 17, 2026

Form of Amended and Restated Pre-Funded Warrant, pursuant to the Securities Purchase Agreement dated as of April 27, 2026

Certification of the Company’s Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Company’s Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C.

Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document –

the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document.

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

Incorporated by Reference

Exhibit Description

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

6 unchanged sentences

Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Confidential treatment requested under 17 C.F.R.

§§200.80(b)(4) and 24b-2.

The confidential portions of this exhibit have been omitted and are marked accordingly.

The confidential portions have been filed separately with the Securities and Exchange Commission pursuant to the confidential treatment request.

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, thereunto duly authorized.

ELOXX PHARMACEUTICALS, INC.

November 13, 2023

/s/ Daniel E.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.