05/08/2026 | Press release | Distributed by Public on 05/08/2026 14:54
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FORM 4
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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 |
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| 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) | ||
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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 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) |
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| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Aggarwal Sumit C/O ELOXX PHARMACEUTICALS, INC. P.O. BOX 274 ARLINGTON, MA 02476 |
X | X | President and CEO | |
| /s/ Sumit Aggarwal | 05/08/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | 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. |