0001144204-19-032482.txt : 20190626 0001144204-19-032482.hdr.sgml : 20190626 20190626164405 ACCESSION NUMBER: 0001144204-19-032482 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190624 FILED AS OF DATE: 20190626 DATE AS OF CHANGE: 20190626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pontifax Management 4 G.P. (2015) Ltd. CENTRAL INDEX KEY: 0001726334 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31326 FILM NUMBER: 19922155 BUSINESS ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 BUSINESS PHONE: 972-9-9725617 MAIL ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pontifax (China) IV L.P. CENTRAL INDEX KEY: 0001726030 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31326 FILM NUMBER: 19922156 BUSINESS ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 BUSINESS PHONE: 972-9-9725617 MAIL ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pontifax (Cayman) IV L.P. CENTRAL INDEX KEY: 0001726029 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31326 FILM NUMBER: 19922157 BUSINESS ADDRESS: STREET 1: 4 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 BUSINESS PHONE: 972-9-9725617 MAIL ADDRESS: STREET 1: 4 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pontifax (Israel) IV, L.P. CENTRAL INDEX KEY: 0001726039 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31326 FILM NUMBER: 19922158 BUSINESS ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 BUSINESS PHONE: 972-9-9725617 MAIL ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pontifax IV GP L.P. CENTRAL INDEX KEY: 0001726353 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31326 FILM NUMBER: 19922159 BUSINESS ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 BUSINESS PHONE: 972-9-9725617 MAIL ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Eloxx Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001035354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 841368850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 950 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: (858) 909-0749 MAIL ADDRESS: STREET 1: 950 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: Sevion Therapeutics, Inc. DATE OF NAME CHANGE: 20140930 FORMER COMPANY: FORMER CONFORMED NAME: SENESCO TECHNOLOGIES INC DATE OF NAME CHANGE: 19991006 FORMER COMPANY: FORMER CONFORMED NAME: NAVA LEISURE USA INC DATE OF NAME CHANGE: 19970310 4 1 tv524335_form4.xml FORM 4 X0306 4 2019-06-24 0 0001035354 Eloxx Pharmaceuticals, Inc. ELOX 0001726334 Pontifax Management 4 G.P. (2015) Ltd. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM MA 02451 0 0 1 0 0001726030 Pontifax (China) IV L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM MA 02451 0 0 1 0 0001726029 Pontifax (Cayman) IV L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM MA 02451 0 0 1 0 0001726039 Pontifax (Israel) IV, L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM MA 02451 0 0 1 0 0001726353 Pontifax IV GP L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET WALTHAM MA 02451 0 0 1 0 Common Stock 2019-06-24 4 P 0 42261 9.00 A 510846 I By Pontifax Investment Fund Common Stock 2019-06-24 4 P 0 86806 9.00 A 1049310 I By Pontifax Investment Fund Common Stock 2019-06-24 4 P 0 46933 9.00 A 567329 I By Pontifax Investment Fund Common Stock 2019-06-24 4 P 0 24000 9.00 A 24000 I By Pontifax Investment Fund Reflects the purchase of shares in the offering of Common Stock of Eloxx Pharmaceuticals, Inc. that closed on June 24, 2019. Represents shares of the Issuer held by Pontifax (Cayman) IV L.P. ("Cayman IV"). Pontifax IV GP L.P. ("Pontifax IV") is the general partner of Cayman IV. Pontifax Management 4 G.P. (2015) Ltd. ("Management 4") is the general partner of Pontifax IV. As a result, each of Management 4 and Pontifax IV may be deemed to share voting and dispositive power with respect to the shares held by Cayman IV. Each of Management 4, Pontifax IV and Cayman IV disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. Represents shares of the Issuer held by Pontifax (Israel) IV, L.P. ("Israel IV"). Pontifax IV is the general partner of Israel IV. Management 4 is the general partner of Pontifax IV. As a result, each of Management 4 and Pontifax IV may be deemed to share voting and dispositive power with respect to the shares held by Israel IV. Each of Management 4, Pontifax IV and Israel IV disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. Represents shares of the Issuer held by Pontifax (China) IV L.P. ("China IV"). Pontifax IV is the general partner of China IV. Management 4 is the general partner of Pontifax IV. As a result, each of Management 4 and Pontifax IV may be deemed to share voting and dispositive power with respect to the shares held by China IV. Each of Management 4, Pontifax IV and China IV disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. Represents shares of the Issuer held by Pontifax Late Stage Fund L.P.("Late Stage Fund"). Pontifax Late Stage GP Ltd. ("Late Stage GP"), the general partner of Late Stage Fund, has a Strategic Alliance Agreement with Pontifax IV. By virtue of this relationship, Pontifax IV may be deemed to share voting and dispositive power with respect to the shares held by Late Stage Fund. Each of Management 4, Pontifax IV, Late Stage Fund and Late Stage GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. Pontifax Management 4 G.P. (2015) Ltd. /s/ Neil Belloff, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer 2019-06-26 Pontifax (China) IV L.P. /s/ Neil Belloff, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer 2019-06-26 Pontifax (Cayman) IV L.P. /s/ Neil Belloff, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer 2019-06-26 Pontifax (Israel) IV, L.P. /s/ Neil Belloff, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer 2019-06-26 Pontifax IV GP L.P. /s/ Neil Belloff, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer 2019-06-26 EX-24 2 tv524335_ex24.htm EXHIBIT 24

 

Exhibit 24

 

POWER OF ATTORNEY

 

(For Executing Form ID, Forms 3, 4 and 5 and Schedule 13D and 13G)

 

Know all by these presents that the undersigned hereby constitutes and appoints each of Miguel Vega and Jonathan Browalski of Cooley LLP and Robert Ward, Gregory Weaver and Neil Belloff of Eloxx Pharmaceuticals, Inc. (the “Company”), the undersigned’s true and lawful attorneys-in-fact and agents to:

 

(1)       Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the the Securities and Exchange Commission (the “SEC”) Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 13 and Section 16(a) of the Securities Exchange Actof 1934, as amended (the “Exchange Act”), or any rule or regulation thereunder;

 

(2)       Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) and the rules and regulations thereunder in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company and Schedule 13D or 13G (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 13 of the Exchange Act and the rules and regulations thereunder;

 

(3)       Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 or Schedule 13D or 13G (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

 

(4)       Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 or Schedule 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

 

Date: May 29, 2019

 

Pontifax (Cayman) IV LP   Pontifax (Israel) III LP
By: Pontifax 4 GP LP, its general partner   By: Pontifax Management Fund III LP, its general partner
By: Pontifax Management 4 G.P. (2015) Ltd., its general partner   By: Pontifax Management III G.P. (2011) Ltd., its general partner
       
By: /s/ Tomer Kariv   By: /s/ Tomer Kariv
Name: Tomer Kariv   Name: Tomer Kariv
Title: Director   Title: Director
       
Pontifax (China) IV LP   Pontifax Management Fund III LP
By: Pontifax 4 GP LP, its general partner   By: Pontifax Management III G.P. (2011) Ltd., its general partner
By: Pontifax Management 4 G.P. (2015) Ltd., its general partner    
     
By: /s/ Tomer Kariv   By: /s/ Tomer Kariv
Name: Tomer Kariv   Name:     Tomer Kariv
Title: Director   Title: Director
       
Pontifax (Israel) IV LP   Pontifax Management III G.P. (2011) Ltd.
By: Pontifax 4 GP LP, its general partner      
By: Pontifax Management 4 G.P. (2015) Ltd., its general partner      
       
By: /s/ Tomer Kariv   By: /s/ Tomer Kariv
Name:     Tomer Kariv   Name: Tomer Kariv
Title: Director   Title: Director
       
Pontifax 4 GP LP      
By: Pontifax Management 4 G.P. (2015) Ltd., its general partner      
       
By: /s/ Tomer Kariv      
Name: Tomer Kariv      
Title: Director      
       
Pontifax Management 4 G.P. (2015) Ltd.      
       
By: /s/ Tomer Kariv      
Name: Tomer Kariv      
Title: Director      
       
Pontifax (Cayman) III LP      
By: Pontifax Management Fund III LP, its general partner      
By: Pontifax Management III G.P. (2011) Ltd., its general partner      
       
By: /s/ Tomer Kariv      
Name: Tomer Kariv      
Title: Director