You may virtually attend the Annual Meeting by visiting

www.virtualshareholdermeeting.com/ELOX2023

, where stockholders may vote and submit questions during the Meeting. Please have your 16-digit control number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at

www.proxyvote.com

. If you have questions, contact the Company at (781) 577-5300.

Only holders of our common stock at the close of business on April 24, 2023 will be permitted to ask questions during the Annual Meeting. If you wish to submit a question, on the day of the Annual Meeting, you may log into the virtual meeting platform at

www.virtualshareholdermeeting.com/ELOX2023

, and type your question for consideration into the field provided in the web portal.

To allow us to answer questions from as many stockholders as possible, we may limit each stockholder to two (2) questions. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together.

More information on submitting questions at the Annual Meeting will be posted on the internet website

www.virtualshareholdermeeting.com/ELOX2023

in advance of the Meeting.

Only holders of our common stock at the close of business on April 24, 2023 will be entitled to vote at the Annual Meeting. On the record date, there were 2,166,356 shares of common stock outstanding and entitled to vote. Stockholders may vote until the polls close, which will be announced during the conduct of the Annual Meeting.

If on April 24, 2023, the record date for the Annual Meeting, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy. Whether or not you plan to virtually attend the Annual Meeting, we urge you to fill out and return the proxy card that may be mailed or made available to you or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.

In accordance with Delaware law, for the 10 days prior to our Annual Meeting, a list of registered holders entitled to vote at our Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting, will be available for inspection in our offices at 480 Arsenal Way, Suite 130, Watertown, MA 02474 during ordinary business hours. Stockholders will also be able to access the list of registered holders electronically at the bottom panel of your screen during the Annual Meeting through the virtual meeting website at

www.virtualshareholdermeeting.com/ELOX2023

.

If on April 24, 2023, your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being made available to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other agent.

There are three proposals scheduled for a vote at the Annual Meeting:

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote electronically. If you are a stockholder of record, there are three ways to vote by proxy:

If you have requested a paper set of the proxy materials, complete, sign and date the accompanying proxy or voting instruction card and return it in the prepaid envelope.

Eloxx has established telephone and Internet voting procedures for stockholders of record. These procedures are designed to authenticate your identity, to allow you to give your voting instructions and to confirm that those instructions have been properly recorded. Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until 11:59 p.m., Eastern Time, on June 21, 2023.

The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. We therefore recommend that you follow their voting instructions.

If you vote by telephone or on the Internet, you do not have to return your proxy or voting instruction card.

Telephone. You can vote by calling the toll-free telephone number on the Notice and Access Card. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

Internet. The website for Internet voting is

www.proxyvote.com

. As with telephone voting, you can confirm that your voting instructions have been properly recorded. If you vote on the Internet, you also can request electronic delivery of future proxy materials.

Stockholders of record who virtually attend the Annual Meeting may vote online at the Meeting. Any stockholder may attend the Annual Meeting by visiting

www.virtualshareholdermeeting.com/ELOX2023

. We encourage you to access the Annual Meeting online prior to its start time. Stockholders may vote electronically and submit questions online while attending the Annual Meeting. Please have your 16-digit control number included in your Notice and Access Card, on your proxy card or on the instructions that accompanied your proxy materials to join the Annual Meeting. Instructions on how to attend and participate in the Annual Meeting, including how to demonstrate proof of stock ownership, are available at

www.virtualshareholdermeeting.com/ELOX2023

.

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

Your most current proxy card or telephone or Internet proxy submission is the one that will be counted.

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

We distribute our proxy materials to stockholders via the Internet under the “Notice and Access” approach permitted by rules of the U.S. Securities and Exchange Commission (“SEC”). This approach conserves natural resources and reduces our cost of printing and distributing the proxy materials, while providing a convenient method of accessing the materials and voting. On or about April 28, 2023, we mailed the Notice and Access Card to our stockholders containing instructions on how to access the proxy materials on the Internet.

You may also request paper or e-mail delivery of the proxy materials on or before the deadline provided in the Notice and Access Card by calling 1-800-579-1639, but note that it will take us at least three business days to mail or e-mail the proxy materials. You will also have the option to establish delivery preferences that will be applicable for all future mailings of proxy materials. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact and costs of our annual meetings. If you choose to receive future proxy materials by e-mail, you will receive an e-mail message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

The Notice of Annual Meeting and Proxy Statement and the 2022 Annual Report are available on our website at

www.eloxxpharma.com

and at

www.proxyvote.com

. Instead of receiving future proxy statements and accompanying materials by mail, most stockholders can elect to receive an e-mail that will provide electronic links to them. Opting to access your proxy materials online will conserve natural resources, will save us the cost of reproducing documents and mailing them to you, and will give you an electronic link directly to the proxy voting site.

Stockholders of Record: If you vote on the Internet at

www.proxyvote.com

, simply follow the prompts to enroll in the electronic proxy delivery service.

Beneficial Owners: You also may be able to receive copies of these documents electronically. Please check the information provided in the proxy materials sent to you by your broker, bank or other agent regarding the availability of this service.

If you are a beneficial owner whose shares are held in “street name” - that is, shares held of record by a broker - you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote, which are generally considered

“non-routine” matters under applicable stock exchange rules. This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which the beneficial owner’s authorization is required under the applicable stock exchange rules.

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under applicable stock exchange rules to vote your shares on the ratification of Baker Tilly US, LLP, as our independent registered public accounting firm for the fiscal year 2023, even if the broker does not receive voting instructions from you.

However, without specific instructions from you, your broker does not have discretionary authority to vote on the election of directors or the advisory vote on executive compensation, in which case a broker non-vote will occur and your shares will not be voted on these matters.

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, online or represented by proxy, of the holders of common stock representing a majority of the total votes entitled to be cast by the holders of all shares of common stock issued and outstanding will constitute a quorum. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. On April 24, 2023, the record date, there were 2,166,356 shares outstanding and entitled to be cast.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the Annual Meeting. If a quorum is not present or represented at the scheduled time of the Annual Meeting, the meeting may be the chairperson of the Annual Meeting, proxy may adjourn the meeting to another place, if any, date and time.

If you abstain from voting or there is a broker non-vote on a matter requiring a majority of the votes cast, your abstention or the broker non-vote will not affect the outcome of such vote, because abstentions and broker non-votes are not considered to be votes cast.

Directors must be elected by a majority of the votes cast in uncontested elections, such as the election of directors at the Annual Meeting. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee. Abstentions and broker non-votes are not counted as votes “for” or “against” a director nominee. In a contested election, the required vote would be a plurality of votes cast.

The votes cast “for” must exceed the votes cast “against” to approve the ratification of Baker Tilly US, LLP as our independent registered public accounting firm. Abstentions are not counted as votes “for” or “against” this proposal. As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal and we do not expect any broker non-votes on this proposal.

At the Annual Meeting, the Board of Directors (through the persons named in the proxy card or, if applicable, their substitutes) will vote your shares as you instruct. If you sign a proxy card and return it without indicating how you would like to vote your shares, your shares will be voted as the Board of Directors recommends, which is:

As of the date of this Proxy Statement, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.

If you return a signed and completed proxy card or vote by telephone or on the Internet and other matters are properly presented at the Annual Meeting for consideration, the individuals named as proxies on the proxy card will have the discretion to vote for you on those matters.

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be reported in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting.

The Company will pay the costs associated with the Annual Meeting and solicitation of proxies, including the costs of mailing the proxy materials if a written copy of such materials is requested. Our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit proxies by telephone or otherwise. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to forward proxies and proxy materials to their principals, and we will reimburse them for their expenses. We have retained Broadridge Financial Solutions to assist in the mailing, collection and administration of proxies.

As required under Nasdaq Stock Market (“Nasdaq”) rules, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the company’s Board. Under our Corporate Governance Guidelines and the Nasdaq rules, a director is not independent unless the Board affirmatively determines that he or she does not have a relationship with us that could compromise his or her ability to exercise independent judgement in carrying out his or her responsibilities as a director. In addition, the director must not be precluded from qualifying as independent under the per se bars set forth by the Nasdaq rules.

Our Board has undertaken a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board has affirmatively determined that all directors are independent directors within the meaning of the applicable Nasdaq rules except Mr. Aggarwal, who is not independent by virtue of his current executive officer position with the Company.

The independent directors meet at least twice a year in a private session that excludes management and any non-independent directors. The Chairman of the Board presides at such session.

The Company’s Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. If the Chairperson of the Board is a member of management or does not otherwise qualify as independent, our Corporate Governance Guidelines provide for the appointment by the independent directors of a lead independent director.

The positions of our Chair of the Board and our Chief Executive Officer and President are currently served by two separate persons. Mr. Kariv serves as Chairman of the Board, and Mr. Aggarwal serves as our Chief Executive Officer. Mr. Kariv has authority, among other things, to call and preside over Board meetings, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Chairman has substantial ability to shape the work of the Board. Given the Company’s current needs, the Board believes that the existing leadership structure is appropriate as it allows our CEO to focus on the day-to-day operation of the business, execution of the Company’s strategy, shaping of the Company’s corporate vision and operational leadership of the business while allowing the Chairman of the Board to facilitate the Board’s independent oversight of management and the Company’s strategic direction and other matters.

We recognize that different leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. Accordingly, the Board will continue to periodically review our leadership structure and make such changes in the future as it deems appropriate and in the best interests of the Company and its stockholders.

One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for our Company. Our Audit Committee has the responsibility to assist the Board in its oversight of risk, which includes, without limitation, overseeing the management of financial risks, risks relating to the performance of the Company’s internal audit function and its independent registered public accounting firm, risks related to the Company’s system of internal controls and procedures and risks related to cybersecurity and data protection. The Audit Committee is also responsible for discussing with and the Company’s independent auditor the Company’s policies relating to risk assessment and management. Our Nominating Committee monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee is responsible for assessing

and monitoring whether any of our compensation policies and programs has the potential to encourage excessive risk-taking and evaluating compensation policies and practices that could mitigate any such risk. It is the responsibility of the chairperson of each committee of the Board to report findings regarding material risk exposures to the full Board.

During fiscal year 2022, the Board met six times, the audit committee met four times, the compensation committee met five times, and the nominating and corporate governance committee met two times. Each incumbent director attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served held during the portion of the last fiscal year during which he or she was a director or committee member.

We do not have a formal policy regarding the attendance of our Board members at our annual meetings of stockholders, but we expect all directors to make every effort to attend any meeting of stockholders. Seven of our nine then serving directors attended our 2022 Annual Meeting of Stockholders.

The Board has approved an Insider Trading Policy, which, among other matters, addresses transactions that present a heightened legal risk and the potential appearance of improper or inappropriate conduct. It is the Company’s policy that covered persons, which include all Company directors, officers and employees, may not engage hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds.

The Board has three standing committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. In addition, from time to time, the Board may establish additional committees under the direction of our Board when necessary to address specific issues.

Each committee acts pursuant to a separate written charter, and each such charter has been adopted and approved by the Board. A copy of the charter of each of our committees, as well as our Corporate Governance Guidelines, are available on our website at

www.eloxxpharma.com

by choosing the “Investors” link and clicking on the “Corporate Governance” section.

Our Audit Committee currently consists of three directors: Mr. Rubin, Ms. Androski, and Dr. Walts, with Mr. Rubin serving as the Chair of the committee. Dr. Jasbir Seehra previously served on the Audit Committee prior to his resignation effective July 1, 2022 at which time Ms. Androski was appointed to fill the vacancy. Our Board has affirmatively determined that each member of our Audit Committee qualifies as “independent” under Nasdaq’s additional standards applicable to audit committee members and Rule 10A-3 of the Exchange Act of 1934, as amended (the “Exchange Act”) applicable audit committee members. Our Board of Directors has determined that all members of our Audit Committee meet the requirements for financial literacy under the applicable Nasdaq rules and regulations and that each of Mr. Rubin, Ms. Androski and Dr. Walts qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Audit Committee is responsible for, among other things:

The Compensation Committee has the authority to delegate to the Chief Executive Officer and/or the officers of the Company who report directly to the Chief Executive Officer and all officers who are “insiders” subject to Section 16 of the Exchange Act (the “Senior Officers”), the determination of compensation under approved compensation programs, except that compensation action affecting the Chief Executive Officer or the Senior Officers may not be delegated. The Committee has direct responsibility and power to review and approve corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of those goals and objectives, and approve the compensation level for the Chief Executive Officer based on this evaluation.

Under its charter, the Compensation Committee has the authority, in its sole discretion, to obtain, at our expense, advice of compensation consultants and internal and external legal, accounting or other advisers that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee and for the approval of such consultant’s or adviser’s fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after assessing the independence of such person in accordance with SEC and Nasdaq requirements that bear upon the adviser’s independence.

In accordance with its authority, the Compensation Committee has retained Radford, a part of Aon plc (“Radford”) as its outside compensation consultant during fiscal year 2022. As requested by the Compensation Committee, in 2022, Radford met periodically with the Compensation Committee and provided advice regarding the design and implementation of the Company’s executive compensation programs, as well as our director compensation programs. In particular, Radford:

In providing its services to the Compensation Committee, with the Compensation Committee’s knowledge, Radford may contact our management from time to time to obtain data and other information from us and to work together in the development of proposals and alternatives for the Compensation Committee to review and consider.

All executive compensation services provided by Radford during 2022 were conducted under the direction or authority of the Compensation Committee, and all work performed by Radford was approved by the Compensation Committee. Neither Radford nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. The Compensation Committee evaluated whether any work provided by Radford raised any conflict of interest for services performed during 2022 and determined that it did not. In order to ensure that Radford is independent, Radford is engaged by, takes direction from, and reports to, only the Compensation Committee and, accordingly, only the Compensation Committee has the right to terminate or replace Radford at any time.

Additionally, during 2022, Radford did not provide any services to us other than regarding executive, employee and director compensation and broad-based plans that do not discriminate in scope, terms, or operation, in favor of our executive officers or directors, and that are available generally to all salaried employees.

The Nominating Committee currently consists of two directors: Mr. Kariv and Dr. Walts, with Mr. Kariv serving as the Chair of the Nominating Committee. Mr. Ran Nussbaum previously served on the Nominating Committee prior to his resignation, effective July 1, 2022. Our Board has determined that each member of our Nominating Committee qualifies as “independent” under applicable Nasdaq rules applicable to Nominating and Corporate Governance Committee members.

The Nominating Committee of the Board is responsible for identifying and evaluating candidates to serve as directors of the Company (consistent with criteria approved by the Board), reviewing and evaluating incumbent directors, recommending to the Board for selection candidates for election to the Board, making recommendations to the Board regarding the membership of the committees of the Board, assessing the performance of management and the Board and developing a set of corporate governance principles for the Company.

The Nominating Committee believes that candidates for director should have certain minimum qualifications and have the highest personal integrity and ethics. The Nominating Committee believes that each director should possess the requisite ability, judgment and experience to oversee the Company’s business, and should contribute to the overall diversity of the Board. Accordingly, the Nominating Committee considers the qualifications of directors and director candidates individually and in the broader context of its overall composition and the Company’s current and future needs. Candidates for director nominees are reviewed in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the Nominating Committee typically considers diversity, age, skills and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.

In the case of new director candidates, the Nominating Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board and the Company. The Nominating Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote. Ms. Androski was initially recommended to serve on our Board by our Chief Executive Officer.

The Nominating Committee will consider director candidates recommended by stockholders. The Nominating Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Any such stockholder recommendations must be delivered to our Corporate Secretary, at 48 Arsenal Way, Suite 130, Watertown, MA, together with the information required to be filed in a proxy statement with the SEC regarding director nominees, and each such nominee must consent to serve as a director if elected, no later than the deadline for submission of stockholder nominations as set forth in our Bylaws and under the section of this Proxy Statement entitled “Stockholder Nominations - Advance Notice.”

To help foster input and insight from the Company’s stockholders and other interested parties (collectively, “Interested Parties”), Interested Parties may communicate with, or otherwise make his or her concerns known directly to, the Chairperson of the Board, the Lead Director, if any, any chairperson of a Board committee, or the non-management or independent members of the Board, by addressing such communications to the intended recipient by name or position in care of: Eloxx Pharmaceuticals, Inc., Attn: Corporate Secretary, 40 Arsenal Way, Watertown, Massachusetts 02472. The Corporate Secretary will forward such communications to the appropriate party.

We have adopted the Eloxx Pharmaceuticals, Inc. Code of Business Conduct and Ethics that applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer and controller and persons performing similar functions. Our Code of Business Conduct and Ethics is available on our website at

https://investors.eloxxpharma.com/corporate-governance/governance-overview

. We intend to post on our website any required disclosures for amendments to or waivers of any provisions of the Code of Business Conduct and Ethics.

Our Board has adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders.

The Corporate Governance Guidelines set forth the practices regarding, among other things, the Board’s composition and selection, Board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and Board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed on our website at

https://investors.eloxxpharma.com/corporate-governance/

governance-overview

or by writing to our offices at 48 Arsenal Way, Suite 130, Watertown, MA.

Our Bylaws provide that nominations for the election of directors and proposals for other business to be transacted by the stockholders may be made at an annual meeting: (a) pursuant to the Company’s notice with respect to such meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) by any stockholder who (i) is a stockholder of record on the date of the giving of the notice and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) complies with the notice procedures set forth in the Bylaws and summarized below. The following summary is qualified in its entirety by reference to Section 1.2 of our Bylaws, which contains additional information and requirements that must be adhered to.

In addition to any other applicable requirement for a nomination or proposal to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to our Corporate Secretary. To be timely, a stockholder’s notice to the Corporate Secretary must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the annual meeting of the preceding year; provided that in the event that the date of the annual meeting for the current year is more than 30 days before or after the anniversary date of the prior year’s annual meeting, then on or before 10 days after the day on which the date of the current year’s annual meeting is first disclosed in a public announcement.

To be in proper written form, a stockholder’s notice to the Corporate Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director: (i) all information relating to such nominee that would be required to be disclosed in solicitations of proxies for the election of such nominee as a director pursuant to Regulation 14A under the Exchange Act and such nominee’s written consent to serve as a director if elected; (ii) a description of all direct and indirect compensation and other material monetary arrangements, agreements or understandings during the past three years, and any other material relationship, if any, between or concerning such stockholder, any Stockholder Associated Person (as defined below) or any of their respective affiliates or associates, on the one hand, and the proposed nominee or any of his or her affiliates or associates, on the other hand; (iii) the class or series and number of shares of our capital stock which are owned beneficially or of record by the person; and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A of the Exchange Act; (b) as to each proposal that the stockholder seeks to bring before the meeting, a brief description of such proposal, the reasons for making the proposal at the meeting, the text of the proposal (including the text of any resolutions proposed for consideration and in the event that it includes a proposal to amend the Bylaws of the Company, the language of the proposed amendment) and any material interest that the stockholder has in the proposal; and as to the stockholder giving the notice: (i) the name and record address of such stockholder and any associated persons on whose behalf the nomination or proposal is made; (ii) the class or series and number of shares of our capital stock which are owned beneficially or of record by such stockholder or any associated person; (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; and (iv) a representation that such stockholder is a holder of record of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the annual meeting to nominate the persons named in his or her notice.

All such services and fees described above were pre-approved by our Audit Committee in accordance with the “Pre-Approval Policy and Procedures” described below.

The written charter for our Audit Committee requires that the Audit Committee approve or pre-approve all audit and all permitted non-audit services rendered by our independent registered public accounting firm. The Audit Committee has adopted a policy that sets forth procedures and conditions for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. The policy generally provides that the Audit Committee will not engage an independent registered public accounting firm to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) entered into pursuant to the pre-approval policies and procedures described in the policy (“standing pre-approval”) or (ii) explicitly approved by the Audit Committee (“engagement specific pre-approval”). The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

Mr. Sumit Aggarwal became our President and Chief Executive Officer and a director on April 1, 2021. See “Proposal 1 - Election of Directors” for Mr. Aggarwal’s biography.

Mr. Daniel Geffken was appointed as Interim Chief Financial Officer on April 1, 2021. Mr. Geffken is a founder of Danforth Advisors and brings more than 30 years of financial experience to his work for Danforth Advisor's clients, ranging from start-ups to publicly traded companies with over a billion dollars in market capitalization. He has served as chief financial officer and strategic consultant to numerous companies, including Apellis Pharmaceuticals, Cidara Therapeutics, GenePeeks, Homology Medicines, Stealth BioTherapeutics and Transkaryotic Therapies. Since 2013, Mr. Geffken has participated in eleven initial public offerings. Over the course of his career, he has helped life sciences companies raise more than two billion dollars in equity and debt securities. Mr. Geffken holds a B.S. from The Wharton School, University of Pennsylvania, and an M.B.A. from Harvard Business School.

Vijay Modur became our Head of Research and Development on April 1, 2021 and previously served as the Head of R&D, Chief Scientific and Medical Officer of Zikani Therapeutics, Inc. In his more than 20 years in pharmaceutical and diagnostic roles in R&D, Dr. Modur has successfully translated research discovery efforts into products that impacted medical practice. Prior to joining Zikani, Dr. Modur led the venglustat rare disease program at Sanofi across multiple rare disease indications into phase 2 and phase 3 clinical development as well as other early development programs. Prior to Sanofi, Dr. Modur held leadership roles at HTG Molecular, Novartis Oncology and Merck Research Labs. Dr. Modur obtained his M.B.B.S. from Karnatak University and his Ph.D. from University of Utah. Dr. Modur was a resident in Clinical Pathology at Washington University School of Medicine where he also completed his post-doctoral fellowship.

The following table sets forth certain information relating to the beneficial ownership of our common stock as of April 24, 2023, by (a) each person, or group of affiliated persons, known by us to beneficially own more than five percent (5%) of the outstanding shares of our common stock, (b) each of our directors, (c) each of our named executive officers and (d) all directors and executive officers as a group.

The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such SEC rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or dispositive power as well as any shares that the individual has the right to acquire within 60 days of April 24, 2023 through the exercise of any stock option, warrants or other rights. Restricted stock units (RSUs) and stock options that will vest within 60 days of April 24, 2023 are deemed outstanding and reflected in the “Shares of Common Stock Beneficially Owned” column and for computing the ownership percentage of the stockholder holding such securities, but are not deemed outstanding for computing the ownership percentage of any other stockholder. Vested RSUs are included as common stock. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and dispositive power with respect to all shares of common stock held by that person.

The percentage of shares beneficially owned is computed on the basis of 2,166,356 shares of our common stock outstanding as of April 24, 2023. Shares of common stock that a person has the right to acquire within 60 days of April 24, 2023, are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. Unless otherwise noted below, the address of the persons listed on the table is c/o Eloxx Pharmaceuticals, Inc., 48 Arsenal Way, Suite 130, Watertown, MA.

Any information reported below from sources pre-dating the 1-for-40 reverse stock split effected by the Company on December 1, 2022 has been adjusted to reflect such reverse stock split.

We have entered into employment agreements with each of Mr. Aggarwal and Dr. Modur that set forth the terms of their employment with us. Below is a description of the material terms of each of these agreements.

The Company entered into an employment agreement with Mr. Aggarwal effective as of April 1, 2021, wherein he agreed to serve as the Company’s President and Chief Executive Officer. Under the agreement, Mr. Aggarwal receives an initial annual base salary of $530,000 and is also eligible to earn an annual performance-based bonus with a target value equal to 50% of his base salary, and an annual “stretch” bonus of an additional 50% of his base salary, with such stretch bonus to be earned, if at all, based upon achievement of individual or company performance goals and/or such other factors as determined by the Board (or a committee thereof) in its discretion.

The employment agreement can be terminated by the Company with or without “Cause”, due to Mr. Aggarwal’s death or “Disability” or by Mr. Aggarwal with or without “Good Reason” (in each case, as such terms are defined in the employment agreement).

If Mr. Aggarwal’s employment with the Company is terminated due to his death or Disability, Mr. Aggarwal will be entitled to receive any earned but unpaid bonus in respect of the most recently completed fiscal year of the Company (the “Prior Year Bonus”) and a pro-rata bonus for the year of termination (which will be determined (prior to pro-ration) based on his target bonus for the year if performance goals have not yet been established for the year of termination at the time of termination, or based on actual performance if performance goals have been established for the year of termination at the time of termination) (as applicable, the “Pro-Rata Bonus”).

If Mr. Aggarwal’s employment with the Company is terminated by the Company without Cause or by Mr. Aggarwal for Good Reason, Mr. Aggarwal will be entitled to the following payments and benefits: (i) the Prior Year Bonus, (ii) the Pro-Rata Bonus, (iii) 12 months’ base salary, payable in a lump sum (the “Salary Severance”), (iv) reimbursement for premiums for continued coverage pursuant to COBRA, or payment in lieu thereof, for a period of 12 months following termination (or until eligible for equivalent health insurance in connection with new employment or self-employment, or until no longer eligible for COBRA continuation coverage) (the “COBRA Benefit”), (v) if such termination occurs (A) prior to April 1, 2023, 50% of all other outstanding equity incentive awards with time-based vesting (including the Closing Options) will vest and an additional 50% of any equity incentive awards with performance-based vesting will vest based on target performance, in each case as of the date of such termination, or (B) on or after April 1, 2023, 100% of all outstanding equity incentive awards with time-based

vesting will vest in full and any equity incentive awards with performance-based vesting will vest based on target performance, in each case, as of the date of such termination and (vi) any vested awards of stock options will remain exercisable for a period equal to the shorter of (A) one year following termination and (B) the remaining term of the award (unless the applicable award provides for more favorable treatment on termination).

If there is a “Corporate Transaction” (as defined in the 2018 Equity Incentive Plan, or the “2018 Plan”) during Mr. Aggarwal’s employment pursuant to the agreement, all outstanding and unvested equity incentive awards held by him as of such time will accelerate and become fully vested and exercisable or payable immediately prior to the closing of such Corporation Transaction.

If Mr. Aggarwal’s employment with the Company is terminated by the Company without Cause or by Mr. Aggarwal for Good Reason, in either case, within the 24-month period immediately following a Corporate Transaction, Mr. Aggarwal will be entitled to the same payments and benefits as set forth above in connection with a termination by the Company without Cause or by Mr. Aggarwal for Good Reason, except (i) the Salary Severance will be increased to a total of 18 months’ base salary, (ii) in lieu of the Pro-Rata Bonus, Mr. Aggarwal will be entitled to receive an amount equal to his target annual bonus and (iii) the COBRA Benefit will cover the 18-month period following termination.

Mr. Aggarwal’s entitlement to the foregoing severance payments and benefits is generally subject to his execution of a release of claims in favor of the Company and its affiliates following termination, and his continuing compliance with all confidentiality obligations and restrictive covenants to which he is subject.

The Company entered into an employment agreement with Vijay Modur effective as of April 1, 2021, wherein he agreed to serve as the Company’s Head of Research and Development. Under the agreement, Dr. Modur receives an initial annual base salary of $425,000 and is also eligible to earn an annual performance-based bonus with a target value equal to 40% of his base salary, and an annual “stretch” bonus of an additional 25% of his base salary, with such stretch bonus to be earned, if at all, based upon achievement of individual or corporate performance goals and/or such other factors as determined by the Board (or a committee thereof) in its discretion.

The agreement can be terminated by the Company with or without “Cause” (but only following the 18-month anniversary of the effective time of the merger with Zikani, which occurred on April 1, 2021), due to Dr. Modur’s death or “Disability” or by Dr. Modur with or without “Good Reason” (in each case, as such terms are defined in the employment agreement).

If Dr. Modur’s employment with the Company is terminated due to his death or Disability, Dr. Modur will be entitled to receive the Prior Year Bonus and the Pro-Rata Bonus.

If Dr. Modur’s employment with the Company is terminated by the Company without Cause or by Dr. Modur for Good Reason, Dr. Modur will be entitled to the following payments and benefits: (i) the Prior Year Bonus, (ii) the Pro-Rata Bonus, (iii) the Salary Severance, (iv) the COBRA Benefit, (v) if such termination occurs (A) prior to April 1, 2023, 50% of all outstanding equity incentive awards with time-based vesting will vest and an additional 50% of any equity incentive awards with performance-based vesting will vest based on target performance, in each case as of the date of such termination, or (B) on or after April 1, 2023, 100% of all outstanding equity incentive awards with time-based vesting will vest in full and any equity incentive awards with performance-based vesting will vest based on target performance, in each case, as of the date of such termination and (vi) any vested awards of stock options will remain exercisable for a period equal to the shorter of (A) one year following termination and (B) the remaining term of the award (unless the applicable award provides for more favorable treatment on termination).

If there is a “Corporate Transaction” (as defined in the 2018 Plan) during Dr. Modur’s employment pursuant to the agreement, all outstanding and unvested equity incentive awards held by him as of such time will accelerate and become fully vested and exercisable or payable immediately prior to the closing of such Corporation Transaction.

If Dr. Modur’s employment with the Company is terminated by the Company without Cause or by Dr. Modur for Good Reason, in either case, within the 24-month period immediately following a Corporate Transaction, Dr. Modur will be entitled to the same payments and benefits as set forth above in connection with a termination by the Company without Cause or by Dr. Modur for Good Reason, except (i) the Salary Severance will be increased to a total of 18 months’ base salary, (ii) in lieu of the Pro-Rata Bonus, Dr. Modur will be entitled to receive an amount equal to his target annual bonus and (iii) the COBRA Benefit will cover the 18-month period following termination.

Dr. Modur’s entitlement to the foregoing severance payments and benefits is generally subject to his execution of a release of claims in favor of the Company and its affiliates following termination, and his continuing compliance with all confidentiality obligations and restrictive covenants to which he is subject.

Daniel Geffken provides services through Danforth Advisors, a consulting entity, of which he is an employee. Danforth Advisors provides consulting services on an hourly basis for the benefit of the Company, including those services provided by Mr. Geffken.

The goal of our compensation plans and programs is to deliver appropriate, fiscally responsible compensation to named executive officers that focuses their efforts on delivering results against short- and long-term objectives, provides sustained value to stockholders and encourages the taking of responsible, appropriate and balanced risks.

The Compensation Committee believes that compensation for our named executive officers must be a mix of variable compensation (both short- and long-term) and fixed compensation (base salary) in order to reinforce our executives’ responsibility to balance short- and long-term performance while maintaining focus on delivering value for our stockholders. As such, our programs offer opportunity for higher compensation for successful performance and lower compensation in the absence of success. Accordingly, we have designed our compensation programs to include the following components:

Base salaries for our named executive officers who are employees provide a fixed rate of pay and serve as the basis for calculating targets in certain variable pay programs. Starting salaries and subsequent increases are determined based on the following factors:

Our variable pay plan is designed to focus our named executive officers on annual goals and objectives that are established in order to contribute to the short- and long-term success of our business. The Compensation Committee reviews and approves each plan year’s targets and performance metrics to ensure that they are challenging and commensurate with our short- and long-term business plan. Actual payments made are calculated based on performance in relation to the Compensation Committee approved goals.

The Compensation Committee maintains that equity awards must align the interests of our named executive officers with those of our stockholders through rewarding exceptional corporate performance, stockholder returns and ensuring that decisions made in the short-term solidify a strong future for us. As such, awards granted pursuant to the 2018 Plan are an essential component of our total compensation strategy. The equity pool of awards available to grant to all employees (including our named executive officers) in any given year is approved at the end of the prior year by the Compensation Committee, subject to the overall maximum amount of shares of our common stock available under the 2018 Plan. Equity awards may take the form of, among others, stock options, restricted stock units or performance stock units.

See the “Outstanding Equity Awards at Fiscal Year-End” table above for information on the equity awards granted to our named executive officers during 2022.

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits. Our named executive officers participate in these plans on the same basis as other eligible employees.

We maintain a 401(k) plan in which U.S. employees of the Company who meet certain eligibility requirements, including our named executive officers, are eligible to participate. The 401(k) plan is a U.S. tax-qualified defined contribution retirement plan under which eligible employees may defer their eligible compensation, subject to the limits imposed by the U.S. Internal Revenue Code. During 2022, the Company made matching contributions of 100% on the first 3% of employee contributions and 50% on the employee contributions from 3% to 5%.

In accordance with the SEC’s disclosure requirements regarding pay versus performance, this section presents the SEC-defined “Compensation Actually Paid”. Also required by the SEC, this section compares compensation actually paid to various measures used to gauge our performance. Compensation actually paid is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of compensation-setting discussed elsewhere in this Proxy Statement, not in replacement.

The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative Total Shareholder Return (“TSR”), and(ii) our net income, in each case, for the fiscal years ended December 31, 2021 and 2022.

TSR amounts reported in the graph assume an initial fixed investment of $100.

The following sets forth the cash and equity compensation to be paid to our non-employee directors, in the year beginning immediately following the 2022 Annual Meeting, for service on our Board or Committees thereof.

Each non-employee director will receive an equity grant of 1,000 stock options upon initial election to the Board and annual equity grants of 500 stock options upon each re-election to the Board. The option granted upon election or re-election was granted at the annual meeting, with an exercise price equal to the closing stock price on the grant date. The option vests as to 50% of the shares subject to the stock options on the first anniversary of the grant date and the remainder in twelve (12) equal monthly installments thereafter (an aggregate of two-year vesting).

Our Board recognizes that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board has adopted a written policy on transactions with related persons, which requires that our Audit Committee approve or ratify “related person transactions” (as defined in the policy) that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. Item 404(a) of Regulation S-K requires disclosure, subject to certain exceptions, of transactions in which (i) the Company was or is to be a participant, (ii) the amount involved exceeds $120,000 or, for as long as the Company qualifies as a “smaller reporting company” as defined Securities Exchange Act, 1% of the average of the Company’s total assets at year end for the last two completed fiscal years, whichever is the lesser amount, and (iii) in which any “related person” as defined under Item 404(a) of Regulation S-K had or will have a direct or indirect material interest.

For more information on the Zikani Merger and the compensation of executive officers, please see our Current Report on Form 8-K filed with the SEC on April 1, 2021. Under the terms of the Zikani Merger Agreement, the Company issued 7,596,810 shares of common stock in exchange for all of the issued and outstanding equity interests of Zikani. In addition, in connection with the Zikani Merger, the Company issued restricted stock units under the 2018 Plan to Mr. Aggarwal and Drs. Modur, and Walts covering 223,304, 174,643, and 37,695 shares of common stock, respectively, in respect of each applicable individual’s service as an officer or director of the Company (as applicable) following the consummation of the Zikani Merger.

We entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permissible under Delaware law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.

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