President and CEO Aggarwal Sumit exercised 472,826 shares at a strike of $0.08 and was granted 1,000,000 shares, increasing direct ownership by 737% to 1,672,756 units (SEC Form 4)
$ELOX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Eloxx Pharmaceuticals, Inc. [ ELOX ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 02/06/2022 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/14/2025 | M | 196,880 | A | $0.0001 | 396,810 | D | |||
| Common Stock | 09/19/2025 | A | 1,000,000(1) | A | $0 | 1,396,810 | D | |||
| Common Stock | 01/24/2026 | M | 15,000 | A | (2) | 1,411,810 | D | |||
| Common Stock | 02/28/2026 | M | 260,946 | A | $0.15 | 1,672,756 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $18.4 | 02/06/2022 | A | 42,790(4) | (3) | 02/06/2032 | Common Stock | 42,790 | $0 | 42,790 | D | ||||
| Stock Option (Right to Buy) | $18.4 | 10/16/2024 | D | 42,790(4) | (3) | 02/06/2032 | Common Stock | 42,790 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.0001 | 10/16/2024 | A | 42,790 | (3) | 02/06/2032 | Common Stock | 42,790 | (5) | 42,790 | D | ||||
| Stock Option (Right to Buy) | $3.36 | 10/16/2024 | D | 35,580(4) | (6) | 04/01/2031 | Common Stock | 35,580 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.0001 | 10/16/2024 | A | 35,580 | (6) | 04/01/2031 | Common Stock | 35,580 | (7) | 35,580 | D | ||||
| Stock Option (Right to Buy) | $1.41 | 10/16/2024 | D | 24,810(4) | (6) | 04/01/2031 | Common Stock | 24,810 | (8) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.0001 | 10/16/2024 | A | 24,810 | (6) | 04/01/2031 | Common Stock | 24,810 | (8) | 24,810 | D | ||||
| Stock Option (Right to Buy) | $4.27 | 10/16/2024 | D | 68,700 | (9) | 01/25/2033 | Common Stock | 68,700 | (10) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.0001 | 10/16/2024 | A | 68,700 | (9) | 01/25/2033 | Common Stock | 68,700 | (10) | 68,700 | D | ||||
| Stock Option (Right to Buy) | $0.0001 | 08/14/2025 | M | 60,390 | (6) | 04/01/2031 | Common Stock | 60,390 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $0.0001 | 08/14/2025 | M | 68,700 | (9) | 01/25/2033 | Common Stock | 68,700 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $0.0001 | 08/14/2025 | M | 25,000 | (11) | 08/23/2033 | Common Stock | 25,000 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $0.0001 | 08/14/2025 | M | 42,790 | (3) | 02/06/2032 | Common Stock | 42,790 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $0.15 | 09/19/2025 | A | 3,597,090 | (12) | 09/19/2035 | Common Stock | 3,597,090 | $0 | 3,597,090 | D | ||||
| Restricted Stock Units | (2) | 01/24/2026 | M | 15,000 | (13) | (13) | Common Stock | 15,000 | $0 | 15,000 | D | ||||
| Stock Option (Right to Buy) | $0.15 | 02/28/2026 | M | 260,946 | (12) | 09/19/2035 | Common Stock | 260,946 | $0 | 3,336,144 | D | ||||
| Explanation of Responses: |
| 1. Represents a grant of restricted stock units ("RSUs") that was fully vested upon grant. |
| 2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. |
| 3. The stock option vested and became exercisable over the four-year period commencing February 6, 2022, with one-fourth of the shares of common stock underlying the options vesting on February 6, 2023, and the remainder vesting in twelve equal quarterly installments thereafter. The Board accelerated vesting on the unvested portion in connection with the exercise. |
| 4. On December 1, 2022, the Issuer effected a 1-for-40 reverse stock split. The share count has been adjusted to reflect the reverse stock split. |
| 5. The reporting person agreed to cancellation of an option granted to him on February 6, 2022 in exchange for a new option having a lower exercise price. |
| 6. The stock option vested and became exercisable over the four-year period commencing April 1, 2021, with one-fourth of the shares of common stock underlying the options vesting on April 1, 2022, and the remainder vesting in twelve equal quarterly installments thereafter. |
| 7. The reporting person agreed to cancellation of an option granted to him on April 1, 2021 in exchange for a new option having a lower exercise price. |
| 8. The reporting person agreed to cancellation of an option granted to him on May 18, 2021 in exchange for a new option having a lower exercise price. |
| 9. The option vested and became exercisable as to 25% of the underlying shares on the first anniversary of January 25, 2023, and the remaining 75% of the underlying shares vested in 12 equal quarterly installments thereafter. The Board accelerated vesting on the unvested portion in connection with the exercise. |
| 10. The reporting person agreed to cancellation of an option granted to him on January 25, 2023 in exchange for a new option having a lower exercise price. |
| 11. The option was granted on August 23, 2023 and was scheduled to vest subject to certain performance criteria, which the Board waived in connection with the exercise. |
| 12. The option vests as follows: (i) as to 1,736,275 shares, vested 1/36 on October 31, 2025, with the remaining options vesting thereafter in equal consecutive monthly increments over 35 months; (ii) as to 612,245 shares, vested 1/36 on January 31, 2026, with the remaining options vesting thereafter in equal consecutive monthly increments over 35 months; and (iii) as to 1,248,570 shares, vested 1/36 on March 31, 2026, with the remaining options vesting thereafter in equal consecutive monthly increments over 35 months, subject to the Reporting Person's continuous service to the Issuer through the applicable vesting date. |
| 13. The RSUs vested as to 50% on the first anniversary of January 24, 2024 and the remaining amount vested in two equal annual installments thereafter. |
| /s/ Sumit Aggarwal | 05/08/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||