Coastlands Capital LP 4

4 · Eloxx Pharmaceuticals, Inc. · Filed May 29, 2026

AI-generated summary of this filing

Updated May 30, 2026

Eloxx (ELOX) 10% Owner Coastlands Capital Exchanges 1.25M Shares

What Happened

Coastlands Capital LP (reported as a >10% owner) exchanged 1,250,000 shares of Eloxx Pharmaceuticals common stock for 1,250,000 pre‑funded warrants on May 27, 2026. The filing reports the disposition and acquisition at $0.00 per share (transaction code J), so no cash was received or paid in connection with the exchange.

Key Details

Transaction date: 2026-05-27; Form 4 filed: 2026-05-29 (timely within the two-business-day window).
Reported amounts: 1,250,000 shares disposed for $0.00; 1,250,000 pre‑funded warrants acquired for $0.00.
Shares owned after transaction: not specified in the filing (only the exchange is reported).
Footnotes of note:
- F1: Exchange made pursuant to an Amended and Restated Pre‑Funded Warrant dated April 27, 2026.
- F2: Coastlands and related entities (including Coastlands Capital GP LLC and Coastlands GP) and Matthew Perry are disclosed; they filed jointly but disclaim group beneficial ownership beyond pecuniary interest.
- F3: Pre‑funded warrants have no expiration, are immediately exercisable, but contain an ownership cap preventing exercise that would raise holdings above 4.99% of outstanding common stock.
Transaction code: J (other acquisition/disposition — used here for an exchange of securities).

Context

This was not a cash sale or open‑market purchase but an exchange of common stock for derivative securities (pre‑funded warrants). Pre‑funded warrants typically convert to shares on exercise; here they permit immediate exercise but include a limit to avoid exceeding 4.99% beneficial ownership.
As a >10% institutional holder (not an executive trade), this action reflects a financing/structuring step for the holder rather than a simple buy/sell signal by company insiders.

Form 4Exit

Period: 2026-05-27

10% Owner

Transactions

Other
Common Stock
[F1][F2]
2026-05-27−1,250,000→ 0 total(indirect: By Coastlands Capital LP)
Other
Pre-funded Warrant
[F1][F3][F2]
2026-05-27+1,250,000→ 30,612,243 total(indirect: By Coastlands Capital LP)
Exercise: $0.01→ Common Stock (1,250,000 underlying)

Footnotes (3)

[F1]Pursuant to the terms of that certain Amended and Restated Pre-Funded Warrant to Purchase Common Stock, dated as of April 27, 2026, Coastlands Capital Partners LP (the "Partnership"), 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]Coastlands Capital LP ("Coastlands") and Coastlands Capital GP LLC (the "General Partner") are the investment adviser and general partner, respectively, of the Partnership. Coastlands Capital LLC ("Coastlands GP") is the general partner of Coastlands. Matthew Perry is the control person of Coastlands, the Partnership, Coastlands GP and the General Partner. The reporting persons are filing this Form 4 jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of common stock except to the extent of that person's pecuniary interest therein.
[F3]The pre-funded warrants to purchase shares of the Issuer's common stock (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.

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