Eloxx Pharmaceut SEC Filings

Domicilium Real Estate Fund III LP, a ten percent owner of Eloxx Pharmaceuticals, Inc., reported a restructuring of its position rather than an open-market trade. According to the filing, the Fund exchanged 1,250,000 shares of Eloxx common stock for pre-funded warrants to purchase an equivalent number of common shares.

Footnotes explain that all share amounts reflect an 11-for-1 reverse stock split effective May 29, 2026. After this adjustment, the Fund reports holding 238,422 pre-funded warrants directly and 14,285 shares of common stock indirectly through related entities. The pre-funded warrants have a $0.0000 exercise price, no expiration date, and include a 4.99% cap that prevents exercises if the holder would beneficially own more than 4.99% of outstanding common shares immediately after exercise.

Eloxx Pharmaceuticals is conducting a primary offering of 2,730,000 shares of common stock and pre-funded warrants to purchase up to 2,770,000 additional shares. The assumed public offering price is between $10.00 and $12.00 per share or pre-funded warrant, with each warrant exercisable for one share at $0.01.

The company’s common stock currently trades on the OTC Pink market under “ELOX”, and completion of this offering is contingent on approval for listing on the Nasdaq Capital Market. Eloxx is a clinical-stage biopharmaceutical company focused on exaluren for rare kidney diseases and a licensed program, ZKN-013, for rare skin diseases. It has incurred recurring losses, an accumulated deficit of $304.3 million as of March 31, 2026, cash and cash equivalents of $6.4 million and a going concern warning, though pro forma cash after the offering would rise to $60.6 million with positive working capital.

Eloxx Pharmaceuticals is registering 1,500,000 shares of common stock and pre-funded warrants to purchase up to 4,000,000 additional shares in a primary offering, with the shares underlying the pre-funded warrants also covered. The company plans to price common shares between $10.00 and $12.00 and will adjust the mix of shares and pre-funded warrants on a one-for-one basis at pricing.

Eloxx’s common stock currently trades on the OTC Pink market under “ELOX,” and the closing of this offering is contingent on approval to list on the Nasdaq Capital Market. The company is a clinical-stage biopharmaceutical developer of ribosome-modulating therapies, led by its exaluren program for Alport syndrome with nonsense mutations and a preclinical program in autosomal dominant polycystic kidney disease.

Eloxx has a history of losses and limited capital, with 2025 revenue of $6.4 million from licensing, a 2025 net loss of $6.0 million, and a further $3.8 million net loss in the three months ended March 31, 2026. As of March 31, 2026, it reported $6.4 million in cash and cash equivalents, a $7.6 million stockholders’ deficit, and its auditors and management cited substantial doubt about its ability to continue as a going concern without new financing, including proceeds from this offering.

Eloxx Pharmaceuticals disclosed several corporate actions, including a reverse stock split, authorized share reduction, a warrant exchange, and two new independent directors.

The company completed a 1-for-11 reverse stock split of its common stock and reduced authorized common shares from 500,000,000 to 100,000,000, effective at 5:00 p.m. Eastern Time on May 29, 2026. Common stock is expected to begin trading on a split-adjusted basis on June 1, 2026, and will continue on the OTC Pink Market under the symbol ELOX. Proportionate adjustments were made to stock options, restricted stock units, warrants, and plan reserves, with fractional shares rounded down and cashed out based on fair market value at the effective time.

The filing notes that investors holding pre-funded warrants initially issued for 54,076,677 shares exercised warrants for 2,500,000 shares on April 27, 2026, then on May 27, 2026 exchanged those 2,500,000 common shares back into pre-funded warrants for the same number of shares at a $0.01 exercise price in exempt, unregistered transactions.

The board appointed Stephen W. Webster and Nina Kjellson as independent directors to fill vacancies and reduced the board size from six to five. Mr. Webster joins the Audit and Nominating & Corporate Governance Committees and is designated an SEC “financial expert,” while Ms. Kjellson joins the Compensation and Nominating & Corporate Governance Committees. Each entered the standard indemnity agreement and is eligible for non-employee director compensation, including an option to purchase up to 13,587 shares of common stock effective on the date the company’s registration statement becomes effective.

Stockholders holding 57.1% of outstanding voting shares approved, via written consent as of April 28, 2026, both the reverse split within a 1-for-2 to 1-for-20 range and the authorized share reduction, after which the board chose the 1-for-11 ratio and implemented the changes through a Certificate of Amendment filed in Delaware.

Eloxx Pharmaceuticals director Stephen W. Webster has filed an initial ownership report with the SEC. This Form 3 filing identifies him as a director of Eloxx Pharmaceuticals, Inc. and, in the data provided, shows no reportable transactions, holdings, or derivative positions at the time of the filing.

Eloxx Pharmaceuticals director files initial ownership report

Eloxx Pharmaceuticals, Inc. director Nina S. Kjellson has filed a Form 3, which is an initial statement of beneficial ownership for insiders. This filing does not list any stock or option transactions and serves mainly to register her insider status with regulators.

Coastlands Capital LP, a ten percent owner of Eloxx Pharmaceuticals, Inc., reported an internal restructuring of its position. On May 27, 2026, it exchanged 1,250,000 shares of common stock for pre-funded warrants to purchase an equivalent number of common shares at an exercise price of $0.01 per share. Following the transaction, Coastlands held no common stock indirectly through Coastlands Capital LP and instead reported 30,612,243 pre-funded warrants. These pre-funded warrants are exercisable at any time, have no expiration date, and are subject to a 4.99% beneficial ownership limitation, which restricts exercises that would push holdings above that level.

Eloxx Pharmaceuticals — Amendment No. 1 to a Schedule 13G/A: Coastlands-related reporting persons state they beneficially own 266,539 shares of Common Stock, representing 4.99% based on 5,074,935 shares outstanding as of May 27, 2026. The filing describes these shares as issuable upon exercise of pre-funded warrants and notes this Amendment constitutes an exit filing because the reporting persons no longer beneficially own more than 5% of any class of the issuer's securities.

Eloxx Pharmaceuticals director Steven D. Rubin reported routine equity compensation activity. On January 24, 2026, he exercised 1,875 restricted stock units (RSUs), receiving an equal number of common shares at $0.00 per share, lifting his direct common stock holdings to 14,625 shares.

Following this RSU conversion, Rubin still held 1,875 RSUs. Earlier, on September 19, 2025, he received a grant of 179,854 stock options for common stock at a $0.15 exercise price, vesting 1/36 on October 31, 2025, then in equal monthly installments over 35 months until September 2035.