Failure to Satisfy Listing Rule - Form 8-K

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 12, 2023, Eloxx Pharmaceuticals, Inc., a Delaware corporation (the "Company"), received a determination letter (the "Delisting Notification") from the staff (the "Staff") of the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that Nasdaq will suspend trading in the Company's common stock, par value $0.01 per share (the "Common Stock"), effective at the opening of trading on October 16, 2023, because the Company had not regained compliance with the Nasdaq Listing Rule 5550(b)(2) (the "Listing Rule"), which requires a listed company to have at least $35 million in market value of listed securities ("MVLS") in order to qualify for continued listing on the Nasdaq Capital Market, during the grace period previously granted to the Company. Effective October 16, 2023, and during the suspension of trading on The Nasdaq Capital Market, the Company's Common Stock will trade on the over-the-counter market under the symbol "ELOX."

As previously reported in the Company's Form 8-K dated October 14, 2022, the Staff initially notified the Company on October 11, 2022 that the Company had not been in compliance with the Listing Rule for a period of 30 consecutive business days. The Staff granted the Company a period of 180 calendar days to regain compliance with the Listing Rule. On April 11, 2023, as reported in the Company's Form 8-K dated April 14, 2023, Nasdaq notified the Company that the Common Stock was subject to delisting from the Nasdaq Capital Market as a result of not regaining compliance with the Listing Rule during the initial grace period. As reported in the Company's Forms 8-K dated June 6, 2023 and August 3, 2023, the Company appealed the Staff's delisting determination at a hearing before the Nasdaq Hearings Panel (the "Panel") held on May 18, 2023, following which the Panel granted the Company an extension through July 30, 2023 and, following the Company's July 27, 2023 request to the Panel, the Panel granted a further extension until October 9, 2023.

Pursuant to the Delisting Notification, the Company has a period of 15 days from the date of the Delisting Notification to submit a written request for a review of the Staff's delisting determination by the Nasdaq Listing and Hearing Review Council (the "Listing Council"). Unless the Company submits a timely request for the Listing Council's review of the Staff's delisting determination, a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on Nasdaq. The Company intends to request a review of the delisting determination by the Listing Council, and this request for review will stay the filing of the Form 25-NSE pending the Listing Council's review, but will not stay the suspension of the trading in the Company's Common Stock on The Nasdaq Capital Market.

There can be no assurance that the Listing Council will grant the Company's request for continued listing on The Nasdaq Capital Market. If the Company's Common Stock ceases to be listed for trading on The Nasdaq Capital Market, the Company expects that its Common Stock would continue to be traded on one of the three tiered marketplaces of the OTC Markets Group.