Eloxx Pharmaceuticals Inc.

06/05/2026 | Press release | Distributed by Public on 06/05/2026 08:45

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Domicilium Real Estate Fund III LP
2. Issuer Name and Ticker or Trading Symbol
Eloxx Pharmaceuticals, Inc. [ELOX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
535 S. KIMBALL AVE, SUITE 140
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026
(Street)
SOUTHLAKE, TX 76092
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, $0.01 par value per share 05/27/2026 J(1) 113,636(2) D $ 0 0 D(3)
Common Stock, $0.01 par value per share 14,285(2) I See footnote(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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
Pre-funded Warrant (5) 05/27/2026 J(1) 113,636(2) (5) (5) Common Stock, $0.01 par value per share 113,636(2) (5) 238,422(2) D(3)
Pre-funded Warrant (5) (5) (5) Common Stock, $0.01 par value per share 0 1,894,707(2) I See footnote(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Domicilium Real Estate Fund III LP
535 S. KIMBALL AVE, SUITE 140
SOUTHLAKE, TX 76092
X

Signatures

Domicilium Real Estate Fund III LP, By: Domicilium Real Estate Fund III GP LLC, its General Partner 06/05/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Pursuant to the terms of the pre-funded warrants to purchase shares of the Issuer's common stock (the "Pre-Funded Warrants"), Domicilium Real Estate Fund III LP (the "Fund"), exchanged 1,250,000 shares of common stock of the Issuer for pre-funded warrants to purchase an equivalent number of shares of common stock of the Issuer.
(2) These securities reflect a 11 for 1 reverse stock split effective May 29, 2026.
(3) The securities are owned directly by the Fund and may be deemed to be indirectly beneficially owned by (i) Domicilium Capital Partners LLC, ("Domicilium") the investment adviser to the Fund, (ii) Domicilium Real Estate Fund III GP LLC (the "General Partner"), the general partner of the Fund, and (iii) Daniel Simon, the managing member of Domicilium and the General Partner.
(4) The securities are owned by various entities and may be deemed to be indirectly beneficially owned by (i) Domicilium, the investment adviser to such entities and (ii) Daniel Simon, the managing member of Domicilium.
(5) The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.

Remarks:
Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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