Eloxx Pharmaceuticals Inc美股招股说明书(2026-06-09版)

2,975,000 Shares of Common StockandPre-Funded Warrants to Purchase up to 3,025,000 Shares of Common Stock Eloxx Pharmaceuticals, Inc. (the “Company,” “Eloxx,” “we,” “our,” or “us”) is offering 2,975,000shares of common stock, $0.01 par value per share, at the publicoffering price of $11.00per share. We are also offering to certain investors, in lieu of common stock, pre-funded warrants to purchase up to 3,025,000shares of ourcommon stock at a public offering price of $10.99 per pre-funded warrant, which is the public offering price per share of common stock minus the $0.01 exercise priceper pre-funded warrant. Each pre-funded warrant is exercisable for one share of our common stock and has an exercise price of $0.01 per share. The pre-funded warrantswill be exercisable at any time after the date of issuance, subject to an ownership limitation. This prospectus also relates to the offering of the shares of our commonstock issuable upon the exercise of such pre-funded warrants. Our common stock is quoted on the OTC Pink Limited Market operated by the OTC Markets Group, Inc.under the symbol “ELOX”. Our common stock has beenapproved for listing on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ELOX”. Although our common stock has been approved for listing on Nasdaq, noassurance can be given that a trading market for our common stock will develop or be sustained. The sale prices of our common stock on the OTC Pink Limited Marketmay not be indicative of the prices of our common stock when traded on Nasdaq. There is no established public trading market for the pre-funded warrants, and we donot expect a market to develop. We do not intend to list the pre-funded warrants on Nasdaq or any other national securities exchange or nationally recognized tradingsystem. We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced reportingrequirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being a Smaller Reporting Company.” Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page10 of this prospectus. PerSharePer Pre-FundedWarrantTotalPublic offering price$11.00$10.99$65,969,750Underwriting discount and commissions(1)$0.77$0.77$4,620,000Proceeds to us, before expenses$ 10.23$10.22$61,349,750 (1)See the section titled “Underwriting” for additional information regarding underwriting compensation. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares and the pre-funded warrants against payment on or about June10, 2026. Joint Bookrunning Managers Guggenheim Securities Leerink Partners LifeSci Capital The date of this prospectus is June8, 2026. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSMARKET INFORMATION FOR OUR COMMON STOCK AND SHARES ELIGIBLE FOR FUTURE SALEDIVIDEND POLICYCAPITALIZATIONDILUTIONMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSBUSINESSMANAGEMENTEXECUTIVE AND DIRECTOR COMPENSATIONCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSPRINCIPAL STOCKHOLDERSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF SECURITIES WE ARE OFFERINGMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Basis of presentation Except where the context otherwise requires or where otherwise indicated, the terms “Eloxx,” “we,” “us,” “our,” “our company,” “Company” and“our business” refer to Eloxx Pharmaceuticals, Inc. and its consolidated subsidiaries. The consolidated financial statements include the accounts of Eloxx Pharmaceuticals, Inc. and its consolidated subsidiaries. Our financialstatements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. Our fiscal year ends onDecember31 of each year. Our most recent fiscal year ended on December31, 2025. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentageamounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior torounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures inour consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due torounding. Trademarks and tradenames This prospect