0001144204-17-065932.txt : 20171229 0001144204-17-065932.hdr.sgml : 20171229 20171229172235 ACCESSION NUMBER: 0001144204-17-065932 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20171229 DATE AS OF CHANGE: 20171229 GROUP MEMBERS: TECHNION INVESTMENT OPPORTUNITIES FUND L.P. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-56243 FILM NUMBER: 171282719 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Technion Research & Development Foundation Ltd. CENTRAL INDEX KEY: 0001691391 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: TECHNION CITY, MALAT BLDG., 5TH FLOOR CITY: HAIFA STATE: L3 ZIP: 3200003 BUSINESS PHONE: 972-4-829-4851 MAIL ADDRESS: STREET 1: TECHNION CITY, MALAT BLDG., 5TH FLOOR CITY: HAIFA STATE: L3 ZIP: 3200003 SC 13G 1 tv482301_sc13g.htm SC 13G

CUSIP No. 29014R103

13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

RULE 13d-102

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS

THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. __)*

ELOXX PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

29014R103

(CUSIP Number)

December 19, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 29014R103

13G

1		NAMES OF REPORTING PERSONS Technion Investment Opportunities Fund L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 694,423
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 694,423

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 694,423
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.51%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 29014R103

13G

1		NAMES OF REPORTING PERSONS Technion Research and Development Foundation Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 709,322
	6	SHARED VOTING POWER 694,423
	7	SOLE DISPOSITIVE POWER 709,322
	8	SHARED DISPOSITIVE POWER 694,423

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,403,745
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.08%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 29014R103

13G

Schedule 13G

Item 1(a).

Name of Issuer: Eloxx Pharmaceuticals, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices: 950 Winter Street, Waltham, MA 02451

Item 2(a).

Name of Persons Filing: Technion Investment Opportunities Fund L.P. and Technion Research and Development Foundation Ltd. (the “Reporting Persons”). Technion Research and Development Foundation Ltd., a private limited company, is the general partner of Technion Investment Opportunities Fund L.P.

Item 2(b).

Address of Principal Business Office or, if None, Residence: The address of the Principal Business Office of each Reporting Person is Technion City, Malat Bldg., 5th Floor, Haifa, Israel 3200003.

Item 2(c).

Citizenship: The Reporting Persons are each organized under the laws of Israel.

Item 2(d).

Title of Class of Securities: Common Stock, par value $0.01

Item 2(e).

CUSIP Number: 29014R103

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

		Not applicable.

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

CUSIP No. 29014R103

13G

Item 4.

Ownership.

(a)

Amount Beneficially Owned:

See the responses to Item 9 on the attached cover pages.

(b)

Percent of Class:

See the responses to Item 11 on the attached cover pages.

(c)

Number of shares as to which such person has:

(i)	Sole power to vote or to direct the vote:	See the responses to Item 5 on the attached cover pages.

(ii)	Shared power to vote or to direct the vote:	See the responses to Item 6 on the attached cover pages.

(iii)	Sole power to dispose or to direct the disposition of:	See the responses to Item 7 on the attached cover pages.

(iv)	Shared power to dispose or to direct the disposition of:	See the responses to Item 8 on the attached cover pages.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.

CUSIP No. 29014R103

13G

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Technion Investment Opportunities Fund L.P.

	By: Technion Research and Development Foundation Ltd., its General Partner

Dated: December 29, 2017	/s/ Benjamin Soffer
	Name:	Benjamin Soffer
	Title:	Manager

	Technion Research and Development Foundation Ltd.

Dated: December 29, 2017	/s/ Benjamin Soffer
	Name:	Benjamin Soffer
	Title:	Manager

EXHIBITS

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended.

EX-99.1 2 tv482301_ex1.htm EXHIBIT 1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Eloxx Pharmaceuticals, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of December 29, 2017.

	Technion Investment Opportunities Fund L.P.

	By: Technion Research and Development Foundation Ltd., its General Partner

By:	/s/ Benjamin Soffer
	Name:	Benjamin Soffer
	Title:	Manager

Technion Research and Development Foundation Ltd.

By:	/s/ Benjamin Soffer
	Name:	Benjamin Soffer
	Title:	Manager