Eloxx Pharmaceuticals, Inc.·4

Jun 5, 10:44 AM ET

Domicilium Real Estate Fund III LP 4

4 · Eloxx Pharmaceuticals, Inc. · Filed Jun 5, 2026

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Eloxx (ELOX) 10% Holder Converts Shares to Pre‑Funded Warrants

What Happened Domicilium Real Estate Fund III LP, a reported 10% holder of Eloxx Pharmaceuticals (ELOX), exchanged common stock for pre‑funded warrants on May 27, 2026. The Form 4 shows 113,636 common shares disposed at $0.00 (reflecting an exchange) and 113,636 pre‑funded warrants acquired (derivative). No cash changed hands in the transaction — it was a stock‑for‑warrant conversion rather than an open‑market sale.

Key Details

  • Transaction date: 2026-05-27 (Form 4 filed 2026-06-05 — late filing).
  • Reported entries: 113,636 shares disposed at $0.00; 113,636 pre‑funded warrants acquired (derivative, price N/A).
  • Footnote context: The exchange involved 1,250,000 pre‑split shares for pre‑funded warrants; an 11-for-1 reverse stock split effective May 29, 2026, is reflected (1,250,000 ÷ 11 ≈ 113,636).
  • Pre‑funded warrants: no expiration, exercisable any time, but exercise is capped so holder (with affiliates) cannot exceed 4.99% ownership upon exercise.
  • Beneficial ownership: Securities are directly owned by the Fund and may be indirectly beneficially owned by Domicilium entities and Daniel Simon (managing member). Reporting persons disclaim beneficial ownership except to the extent of pecuniary interest.
  • Shares owned after transaction: not specified in the provided filing summary.

Context This was a conversion of common shares into pre‑funded warrants by an institutional 10% holder, not an executive or routine open‑market purchase/sale. Such exchanges are financing/structure decisions and do not directly signal a traditional buy or sell decision by company insiders. The late filing may matter for disclosure timing but does not change the nature of the transaction.

Insider Transaction Report

Form 4Exit
Period: 2026-05-27
Transactions
  • Other

    Common Stock, $0.01 par value per share

    [F1][F2][F3]
    2026-05-27113,6360 total
  • Other

    Pre-funded Warrant

    [F5][F1][F2][F3]
    2026-05-27+113,636238,422 total
    Common Stock, $0.01 par value per share (113,636 underlying)
Holdings
  • Common Stock, $0.01 par value per share

    [F2][F4]
    (indirect: See footnote)
    14,285
  • Pre-funded Warrant

    [F5][F2][F4]
    (indirect: See footnote)
    Common Stock, $0.01 par value per share (0 underlying)
    1,894,707
Footnotes (5)
  • [F1]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.
  • [F2]These securities reflect a 11 for 1 reverse stock split effective May 29, 2026.
  • [F3]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.
  • [F4]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.
  • [F5]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.
Signature
Domicilium Real Estate Fund III LP, By: Domicilium Real Estate Fund III GP LLC, its General Partner|2026-06-05

Documents

1 file
  • 4
    ownership.xmlPrimary