Eloxx Pharmaceuticals Inc.

05/08/2026 | Press release | Distributed by Public on 05/08/2026 14:54

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Aggarwal Sumit
2. Issuer Name and Ticker or Trading Symbol
Eloxx Pharmaceuticals, Inc. [ELOX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O ELOXX PHARMACEUTICALS, INC., P.O. BOX 274
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2022
(Street)
ARLINGTON, MA 02476
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 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
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
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Aggarwal Sumit
C/O ELOXX PHARMACEUTICALS, INC.
P.O. BOX 274
ARLINGTON, MA 02476
X X President and CEO

Signatures

/s/ Sumit Aggarwal 05/08/2026
**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) 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.
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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