Eloxx Pharmaceuticals, Inc.

S-11 d35071ds1.htm S-1

As filed with the Securities and Exchange Commission on May 7, 2026.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORM S-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ELOXX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

P.O. Box 274

Arlington, MA, 02476

**Telephone:(781) 577-5300 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Sumit Aggarwal

Chief Executive Officer

Eloxx Pharmaceuticals, Inc.

P.O. Box 274

Arlington, MA, 02476

**Telephone:(781) 577-5300 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated , 2026

PROSPECTUS

** Shares of Common Stock**

Pre-Funded Warrants to Purchase up to Shares of Common Stock

Eloxx Pharmaceuticals, Inc. (the “Company,” “Eloxx,” “we,” “our,” or “us”) is offering shares of common stock, $0.01 par value per share, at an assumed public offering price of between $ and $ per share. We are also offering to certain investors, in lieu of common stock, pre-funded warrants to purchase up to shares of our common stock at an offering price of between $ and $ per underlying share, which equals the public offering price per share of the common stock less the $0.01 per share exercise price for each underlying share. The pre-funded warrants will 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 common stock issuable upon the exercise of such pre-funded warrants. The public offering price per share and per pre-funded warrant will be determined at the time of pricing.

Our common stock is quoted on the OTC Expert Market operated by the OTC Markets Group, Inc. under the symbol “ELOX”, which means that there are no publicly-available quotations of our common stock. In connection with this offering, we have applied to list our common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ELOX”. We believe that upon the completion of this offering, we will meet the standards for listing on Nasdaq, and the closing of this offering is contingent upon receiving approval from Nasdaq of such listing. No assurance can be given that our listing application will be approved or, if we receive approval, that a trading market for our common stock will develop or be sustained. The sale prices of our common stock on the OTC Expert Market may not be indicative of the prices of our common stock when traded on Nasdaq. If our listing application is not approved, we will not consummate this offering. There is no established public trading market for the pre-funded warrants, and we do not 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 trading system.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements 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 page 10 of this prospectus.

The underwriters may also exercise their option to purchase an additional shares from us, at the public offering price, less the underwriting discount, for 30 days from the date of this prospectus.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy 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 , 2026.

The date of this prospectus is , 2026.