ELOX Eloxx Pharmaceuticals, Inc. - 8-K

Item 5.02

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

Option Repricing

On October16, 2024, the Board of Directors (the
“Board”) of Eloxx Pharmaceuticals, Inc. (the “Company”) approved a stock option repricing (the “Option Repricing”).

Pursuant to the Option Repricing, the exercise
price of each Relevant Option (defined below) was amended to reduce such exercise price to $0.0001, the closing price per share of the
Company’s common stock as reported on the OTC Pink Marketplace on October 16, 2024 (the “Effective Date”). “Relevant
Options” are all outstanding eligible stock options (vested and unvested) granted under the Company’s 2018 Equity Incentive
Plan (the “2018 Plan”) to the Chief Executive Officer of the Company.

The Relevant Options include the following stock
options held by the Company’s Chief Executive Officer.

Number of Shares

Weighted Average

Underlying

Exercise Price of

Relevant

Relevant Options

Name and Position

Options

($)

Sumit Aggarwal, Chief Executive Officer

196,880

$

0.90

Stock Option Agreement Amendment

On the Effective Date, October 16, 2024, the Compensation
Committee of the Board approved pursuant to the 2018 Plan an amendment and restatement (the “Amendment”) of existing options
previously granted to the Company’s Chief Executive Officer (the “Existing Options”). The Amendment accelerates the
exercisability of each such Existing Option such that the Existing Options are exercisable in full as of the Effective Date without regard
to the vested status of such Existing Options.

The foregoing description of the Amendment is
not complete and is qualified in its entirety by reference to the terms of the Amendment, a copy of which is attached hereto as Exhibit
10.1 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

10.1*

Form of Amendment to Stock Option Agreement, dated October 16, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)