UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2018

 

 

Eloxx Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-31326   84-1368850

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

950 Winter Street

Waltham, MA

  02451
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (781) 577-5300

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Effective February 26, 2018, the Board of Directors (the “Board”) of Eloxx Pharmaceuticals, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Dr. Jasbir Seehra as a director to serve on the Board until his successor is duly elected and qualified, or until his earlier death, resignation or removal. In connection therewith, the Board increased the authorized number of directors to nine. Dr. Seehra has not been appointed to any committees of the Board at this time.

Dr. Seehra will be entitled to compensation for his services as a Board member in accordance with a director compensation policy, which the Company expects to adopt in 2018. In connection with his appointment, Dr. Seehra and the Company will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-31326), filed with the U.S. Securities and Exchange Commission on December 22, 2017.

Dr. Seehra was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party transactions between Dr. Seehra and the Company that would require disclosure under Item 404(a) of Regulation S-K.

On February 28, 2018, the Company issued a press release regarding the appointment of Dr. Seehra to the Board, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

   No.   

  

Description

99.1    Press Release of the Company dated February 28, 2018

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 hereunto duly authorized.

 

    ELOXX PHARMACEUTICALS, INC.
Date: March 2, 2018     By:   /s/ Gregory Weaver
    Gregory Weaver
    Chief Financial Officer

Exhibit 99.1

 

LOGO

Eloxx Pharmaceuticals Appoints Biotech Leader, Dr. Jasbir Seehra, Co-founder of

Acceleron Pharma, to Board of Directors

WALTHAM, Mass., February 28, 2018 (GLOBE NEWSWIRE) — Eloxx Pharmaceuticals, Inc. (“Eloxx”), (ELOX) (Other OTC:SVOND) a clinical-stage biopharmaceutical company developing novel read-through drug candidates that are designed to treat rare and ultra-rare premature stop codon diseases, today announced the appointment of Dr. Jasbir Seehra to its Board of Directors. Dr. Jasbir Seehra is currently the President and Chief Executive Officer of Keros Pharmaceuticals, and was previously the Co-founder and Chief Scientific Officer at Acceleron Pharma Inc..

“We are very pleased to have someone of Jas’ caliber and experience in rare diseases join the Eloxx Pharmaceuticals board at such an exciting time for our company,” said Bob Ward, Chairman and CEO of Eloxx Pharmaceuticals. “Jas has 35 years of experience in biotech, including being one of the founders and the scientific leader for Acceleron Pharma. Jas will bring invaluable insights and guidance to our board as we advance our mission to become the leader in developing and commercializing read-through drug candidates for rare and ultra-rare premature stop codon diseases.”

“I am excited to be joining the Board of Eloxx Pharmaceuticals given all the recent advances in pediatric rare diseases, particularly at this time as we celebrate Rare Disease Day,” said Dr. Jasbir Seehra, President and CEO of Keros Pharma.

Since 2016, Dr. Seehra has served as the President and Chief Executive Officer of Keros Therapeutics Inc., a preclinical stage biopharmaceutical company focused on rare muscle disorders. Prior to starting Keros, Dr. Seehra was Chief Scientific Officer at Ember Therapeutics, and Co-founder and Chief Scientific Officer at Acceleron Pharma. Dr. Seehra was an early scientist at Genetics institute, Inc. where he progressed to leadership roles. He was a member of the senior research management team at Wyeth (now Pfizer) following the merger with Genetics Institute. He earned his degrees in Biochemistry from the University of Southampton, UK and completed his postdoctoral work with Nobel Laureate, H. Gobind Khorana, at the Massachusetts Institute of Technology.

About Eloxx Pharmaceuticals

Eloxx Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company developing novel RNA-modulating drug candidates that are designed to treat rare and ultra-rare

premature stop codon diseases. Premature stop codons are point mutations that disrupt protein synthesis from messenger RNA. As a consequence, patients with premature stop codon diseases have reduced or eliminated protein production from the mutation bearing allele accounting for some of the most severe phenotypes in these genetic diseases. These premature stop codons have been identified in over 2,000 rare and ultra-rare diseases. Read-through therapeutic development is focused on extending mRNA half-life and increasing protein synthesis by enabling the cytoplasmic ribosome to read through premature stop codons to produce full-length proteins. Eloxx’s lead product candidate, ELX-02, is a small molecule drug candidate designed to restore production of full-length functional proteins. ELX-02 is in the early stages of clinical development focusing on cystic fibrosis and cystinosis. ELX-02 is an investigational drug that has not been approved by any global regulatory body. Eloxx is headquartered in Waltham, MA. with R&D operations in Rehovot, Israel.

Forward-Looking Statements

Certain statements included in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. Actual results could differ materially from such statements expressed or implied herein as a result of a variety of factors, including, but not limited to: the Company’s ability to continue as a going concern; the ability of the Company to consummate additional financings; the development of the Company’s technology; the approval of the Company’s patent applications; the Company’s ability to successfully defend its intellectual property or obtain the necessary licenses at a cost acceptable to the Company, if at all; the successful implementation of the Company’s research and development programs and collaborations; the success of the Company’s license agreements; the acceptance by the market of the Company’s products if approved; the timing and success of the Company’s preliminary studies, preclinical research and clinical trials; competition and the timing of projects and trends in future operating performance; and the quotation of the Company’s common stock on an over-the-counter securities market, as well as other factors expressed from time to time in the Company’s periodic filings with the Securities and Exchange Commission (the “SEC”). As a result, this press release should be read in conjunction with the Company’s periodic filings with the SEC. The forward-looking statements contained herein are made only as of the date of this press release, and the Company undertakes no obligation to publicly update or revise such forward-looking statements to reflect subsequent events or circumstances.

Contact:

Barbara Ryan

203-274-2825

barbarar@eloxxpharma.com