Eloxx Pharmaceuticals, Inc. 10-Q

Item 5. Other Information. 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 Quarterly Report on Form 10-Q, 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. 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. 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 o ur ATM Program . However, in the event that our public float increases or decreases, we may sell securities pursuant to the ATM Program 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. 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. 55 Item 6. E xhibits The following is a list of exhibits filed as part of this Report. Where so indicated, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated. Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date 2.1 Agreement and Plan of Merger, dated April 1, 2021, by and among Eloxx Pharmaceuticals, Inc., Delta Merger Sub Acquisition Corporation and Zikani Therapeutics, Inc. 8-K 001-31326 2.1 April 1, 2021 3.1 Amended and Restated Certificate of Incorporation of Senesco Technologies, Inc. filed with the State of Delaware on January 22, 2007 10-Q 001-31326 3.1 February 14, 2007 3.2 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 10-Q 001-31326 3.1 February 14, 2008 3.3 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 10-K 001-31326 3.3 September 28, 2009 3.4 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 8-K 001-31326 3.1 May 28, 2010 3.5 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 10-Q 001-31326 3.1 February 14, 2011 3.6 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 10-Q 001-31326 3.1 May 15, 2013 3.7 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 8-K 001-31326 3.1 October 21, 2013 3.8 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 8-K 001-31326 3.1 October 3, 2014 3.9 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 8-K 001-31326 3.1 December 22, 2017 3.10 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 8-K 001-31326 3.2 December 22, 2017 56 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date 3.11 Certificate of Designations to the Company’s Certificate of Incorporation. (Series A) 8-K 001-31326 3.1 March 29, 2010 3.12 Certificate of Designations to the Company’s Certificate of Incorporation. (0% Series C Convertible Preferred Stock) 8-K 001-31326 3.1 May 6, 2015 3.13 Amended and Restated Bylaws of Eloxx Pharmaceuticals, Inc. 8-K 001-31326 3.2 December 27, 2017 31.1* 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. 31.2* 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. 32.1** 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. 32.2** 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. 101.INS* 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. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. 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. 57 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, thereunto duly authorized. ELOXX PHARMACEUTICALS, INC. Date: May 6, 2022 by: /s/ Daniel E. Geffken Daniel E. Geffken Interim Chief Financial Officer (Principal Financial Officer) 58