Sec Form 13D Filing - Pontifax Management III G.P. (2011) Ltd. filing for Eloxx Pharmaceuticals Inc. (ELOX) - 2019-06-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

ELOXX PHARMACEUTICALS, INC.

(Name of Issuer)

 

 

Common Stock Par Value $0.01 Per Share

(Title of Class of Securities)

 

29014R103

(CUSIP Number)

 

Asaf Shinar

Pontifax

14 Shenkar Street

Herzliya Pituach 46140, Israel

972-9-9725617

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 24, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§ 240.13d-7 for other parties to whom copies are to be sent.

 

*

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 disclosures provided in a prior cover page.

 

The information required on 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

 

1		NAME OF REPORTING PERSON: Pontifax Management III G.P. (2011) Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – Ultimate general partner of the III Funds (see Item 2)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER   7,188,186
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER   7,188,186

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1   7,188,186
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   18.1%
14		TYPE OF REPORTING PERSON   PN

 

¹ Includes (i) 2,287,937 shares of Common Stock held by Pontifax (Cayman) III, L.P. and (ii) 4,900,249 shares of Common Stock held by Pontifax (Israel) III, L.P.

 

 

CUSIP No. 29014R103

 

1		NAME OF REPORTING PERSON: Pontifax Management Fund III L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – General partner of the III Funds (see Item 2)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER   7,188,186
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER   7,188,186

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1   7,188,186
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   18.1%
14		TYPE OF REPORTING PERSON   PN

 

¹ Includes (i) 2,287,937 shares of Common Stock held by Pontifax (Cayman) III, L.P. and (ii) 4,900,249 shares of Common Stock held by Pontifax (Israel) III, L.P.

 

 

CUSIP No. 29014R103

 

1		NAME OF REPORTING PERSON: Pontifax (Cayman) III, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER   2,287,937
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER   2,287,937

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,287,937
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.8%
14		TYPE OF REPORTING PERSON   PN

 

 

CUSIP No. 29014R103

 

1		NAME OF REPORTING PERSON: Pontifax (Israel) III, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER   4,900,249
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER   4,900,249

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,900,249
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.3%
14		TYPE OF REPORTING PERSON   PN

 

 

CUSIP No. 29014R103

 

1		NAME OF REPORTING PERSON: Pontifax Management 4 G.P. (2015) Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – Ultimate general partner of the IV Funds (see Item 2)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER   2,151,485
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER   2,151,485

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1   2,151,485
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.4%
14		TYPE OF REPORTING PERSON   PN

 

¹ Includes (i) 510,846 shares of Common Stock held by Pontifax (Cayman) IV L.P., (ii) 1,049,310 shares of Common Stock held by Pontifax (Israel) IV, L.P., (iii) 567,329 shares of Common Stock held by Pontifax (China) IV L.P. and (iv) 24,000 shares of Common Stock held by Pontifax Late Stage Fund L.P.

 

 

CUSIP No. 29014R103

 

1		NAME OF REPORTING PERSON: Pontifax IV GP L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO – General partner of the IV Funds (see Item 2)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER   2,151,485
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER   2,151,485

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1   2,151,485
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.4%
14		TYPE OF REPORTING PERSON   PN

 

¹ Includes (i) 510,846 shares of Common Stock held by Pontifax (Cayman) IV L.P., (ii) 1,049,310 shares of Common Stock held by Pontifax (Israel) IV, L.P., (iii) 567,329 shares of Common Stock held by Pontifax (China) IV L.P. and (iv) 24,000 shares of Common Stock held by Pontifax Late Stage Fund L.P.

 

 

CUSIP No. 29014R103

13D

 

1		NAME OF REPORTING PERSON: Pontifax (Cayman) IV L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER   510,846
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER   510,846

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   510,846
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.3%
14		TYPE OF REPORTING PERSON   PN

 

 

CUSIP No. 29014R103

 

1		NAME OF REPORTING PERSON: Pontifax (Israel) IV, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER   1,049,310
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER   1,049,310

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,049,310
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.6%
14		TYPE OF REPORTING PERSON   PN

 

 

CUSIP No. 29014R103

 

1		NAME OF REPORTING PERSON: Pontifax (China) IV L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2  ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   0
		8		SHARED VOTING POWER   567,329
		9		SOLE DISPOSITIVE POWER   0
		10		SHARED DISPOSITIVE POWER   567,329

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   567,329
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13		PERCENT OF CLASS REPRESE NTED BY AMOUNT IN ROW (11)   1.4%
14		TYPE OF REPORTING PERSON   PN

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 is amended and supplemented as follows:

 

The Reporting Persons purchased the shares of Common Stock described in Item 5(c) using funds from working capital.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 is amended and restated as follows:

 

(a) – (b)

 

The following sets forth the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof.

 

The ownership percentages reported are based on 39,778,942 outstanding shares of Common Stock, as of March 31, 2019 after giving effect to the Issuer’s underwritten public offering (the “Offering”), as disclosed in the Issuer’s prospectus supplement for the Offering filed with the SEC on June 20, 2019.

 

Reporting Person		Amount beneficially owned				Percent of class				Sole power to vote or direct the vote				Shared power to vote or direct the vote				Sole power to dispose or to direct the disposition of				Shared power to dispose or to direct the disposition of
Pontifax Management III G.P. (2011) Ltd.			7,188,186	1			18.1	%1			0				7,188,186				0				7,188,186
Pontifax Management Fund III L.P			7,188,186	1			18.1	%1			0				7,188,186				0				7,188,186
Pontifax (Cayman) III, L.P.			2,287,937				5.8	%			0				2,287,937				0				2,287,937
Pontifax (Israel) III, L.P.			4,900,249				12.3	%			0				4,900,249				0				4,900,249
Pontifax Management 4 G.P. (2015) Ltd.			2,151,485	2			5.4	%2			0				2,151,485				0				2,151,485
Pontifax IV GP L.P.			2,151,485	2			5.4	%2			0				2,151,485				0				2,151,485
Pontifax (Cayman) IV L.P.			510,846				1.3	%			0				510,846				0				510,846
Pontifax (Israel) IV, L.P.			1,049,310				2.6	%			0				1,049,310				0				1,049,310
Pontifax (China) IV L.P.			567,329				1.4	%			0				567,329				0				567,329

 

¹ Includes (i) 2,287,937 shares of Common Stock held by Pontifax (Cayman) III, L.P. and (ii) 4,900,249 shares of Common Stock held by Pontifax (Israel) III, L.P. Management III and Pontifax III each disclaims beneficial ownership of any shares owned beneficially or of record by any other person named in this Item 5(a)-(b), except to the extent of its pecuniary interest therein.

 

² Includes (i) 510,846 shares of Common Stock held by Pontifax (Cayman) IV L.P., (ii) 1,049,310 shares of Common Stock held by Pontifax (Israel) IV, L.P., (iii) 423,703 shares of Common Stock held by Pontifax (China) IV L.P., and (iv) 24,000 shares of Common Stock held by Pontifax Late Stage Fund L.P. (“Late Stage Fund”). Management 4 and Pontifax IV each disclaims beneficial ownership of any shares owned beneficially or of record by any other person named in this Item 5(a)-(b), except to the extent of its pecuniary interest therein.

 

 

Cayman III is the holder of record of 2,287,937 shares of Common Stock. Israel III is the holder of 4,900,249 shares of Common Stock. Cayman IV is the holder of record of 510,846 shares of Common Stock. Israel IV is the record holder of 1,049,310 shares of Common Stock. China IV is the holder of record of 567,329 shares of Common Stock. Management III is the general partner of Cayman III and Israel III and Management 4 is the general partner of Cayman IV, Israel IV and China IV. Ran Nussbaum and Tomer Kariv are the managing partners of each of Management III and Management 4. As such, each of Pontifax III, Management III, Ran Nussbaum, and Tomer Kariv may be deemed to beneficially own shares of Common Stock of the III Funds and each of Pontifax IV, Management 4, Ran Nussbaum, and Tomer Kariv may be deemed to beneficially own shares of Common Stock of the IV Funds.

 

Late Stage Fund is the holder of record of 24,000 shares of Common Stock. Pontifax Late Stage GP Ltd., the general partner of Late Stage Fund, has a Strategic Alliance Agreement with Pontifax IV. By virtue of this relationship, each of Pontifax IV, Management IV, Ran Nussbaum, and Tomer Kariv may be deemed to share voting and dispositive power with respect to the shares held by Late Stage Fund.

 

Except as set forth in this Item 5(a)-(b), each of the persons named in this Item 5(a)-(b) disclaims beneficial ownership of any shares of Common Stock owned beneficially or of record by any other person named in this Item 5(a)-(b).

 

(c) On June 24, 2019, the Reporting Persons, together with the Late Stage Fund, purchased at the closing of the Offering an aggregate of 200,000 shares of Common Stock at a price of $9.00 per share.

 

In addition, as previously reported on a Form 4 filed by Management 4, Pontifax IV and the IV Funds on May 1, 2018, on April 30, 2018, the Reporting Persons purchased at the closing of a follow-on offering of the Issuer an aggregate of 350,000 shares of Common Stock at a price of $9.75 per share

 

(d)-(e) Not applicable

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is amended and supplemented as follows:

 

In connection with the Offering, the Reporting Persons agreed, for a period of 60 days from the date of the prospectus for the Offering, not to, without the prior written consent of Citigroup Global Markets Inc. and Piper Jaffray & Co., offer, sell, contract to sell, pledge or otherwise dispose of, including the filing of a registration statement in respect of, or hedge any shares of the Common Stock or any securities convertible into, or exercisable or exchangeable for, the Common Stock, subject to certain limited exceptions.

   

Item 7.

Material to Be Filed as Exhibits.

 

EXHIBIT INDEX

 

Exhibit		Description
1.		Limited Power of Attorney of the Reporting Persons, dated May 29, 2019

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: June 26, 2019

 

	Pontifax Management III G.P. (2011) Ltd.
	By:	/s/ Neil Belloff
	Name:	Neil Belloff
	Title:	Attorney in Fact

 

	PONTIFAX MANAGEMENT FUND III L.P.
	By:	/s/ Neil Belloff
	Name:	Neil Belloff
	Title:	Attorney in Fact
	PONTIFAX (CAYMAN) III, L.P.
	By:	/s/ Neil Belloff
	Name:	Neil Belloff
	Title:	Attorney in Fact
	PONTIFAX (ISRAEL) III, L.P.
	By:	/s/ Neil Belloff
	Name:	Neil Belloff
	Title:	Attorney in Fact
	Pontifax Management 4 G.P. (2015) Ltd.
	By:	/s/ Neil Belloff
	Name:	Neil Belloff
	Title:	Attorney in Fact
	PONTIFAX IV GP L.P.
	By:	/s/ Neil Belloff
	Name:	Neil Belloff
	Title:	Attorney in Fact
	PONTIFAX (CAYMAN) IV L.P.
	By:	/s/ Neil Belloff
	Name:	Neil Belloff
	Title:	Attorney in Fact

 

	PONTIFAX (ISRAEL) IV, L.P.
	By:	/s/ Neil Belloff
	Name:	Neil Belloff
	Title:	Attorney in Fact
	PONTIFAX (CHINA) IV L.P.
	By:	/s/ Neil Belloff
	Name:	Neil Belloff
	Title:	Attorney in Fact