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Domicilium Real Estate Fund III LP (ELOX) swaps 1.25M shares for pre-funded warrants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

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Insider Domicilium Real Estate Fund III LP
Role null
Type Security Shares Price Value
Other Pre-funded Warrant 113,636 $0.00 --
Other Common Stock, $0.01 par value per share 113,636 $0.00 --
holding Pre-funded Warrant -- -- --
holding Common Stock, $0.01 par value per share -- -- --
Holdings After Transaction: Pre-funded Warrant — 238,422 shares (Direct, null); Common Stock, $0.01 par value per share — 0 shares (Direct, null); Pre-funded Warrant — 0 shares (Indirect, See footnote); Common Stock, $0.01 par value per share — 14,285 shares (Indirect, See footnote)
Footnotes (1)
  1. Pursuant to the terms of the pre-funded warrants to purchase shares of the Issuer's common stock (the "Pre-Funded Warrants"), Domicilium Real Estate Fund III LP (the "Fund"), exchanged 1,250,000 shares of common stock of the Issuer for pre-funded warrants to purchase an equivalent number of shares of common stock of the Issuer. These securities reflect a 11 for 1 reverse stock split effective May 29, 2026. The securities are owned directly by the Fund and may be deemed to be indirectly beneficially owned by (i) Domicilium Capital Partners LLC, ("Domicilium") the investment adviser to the Fund, (ii) Domicilium Real Estate Fund III GP LLC (the "General Partner"), the general partner of the Fund, and (iii) Daniel Simon, the managing member of Domicilium and the General Partner. The securities are owned by various entities and may be deemed to be indirectly beneficially owned by (i) Domicilium, the investment adviser to such entities and (ii) Daniel Simon, the managing member of Domicilium. The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
Common shares exchanged 1,250,000 shares Common stock exchanged for pre-funded warrants by the Fund
Reverse stock split ratio 11-for-1 Reverse stock split effective May 29, 2026
Pre-funded warrants held 238,422 warrants Direct holdings after restructuring and reverse split
Indirect common shares held 14,285 shares Indirect holdings of Eloxx common stock after transactions
Warrant exercise price $0.0000 per share Exercise price of Eloxx pre-funded warrants
Beneficial ownership cap 4.99% Maximum beneficial ownership immediately after warrant exercise
Pre-Funded Warrants financial
"pre-funded warrants to purchase an equivalent number of shares of common stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
reverse stock split financial
"These securities reflect a 11 for 1 reverse stock split effective May 29, 2026"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
beneficially own financial
"would beneficially own more than 4.99% of the number of shares of common stock outstanding"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
ten percent owner financial
"Domicilium Real Estate Fund III LP, a ten percent owner of Eloxx Pharmaceuticals, Inc."
indirectly beneficially owned financial
"may be deemed to be indirectly beneficially owned by Domicilium and related entities"
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Domicilium Real Estate Fund III LP

(Last)(First)(Middle)
535 S. KIMBALL AVE, SUITE 140

(Street)
SOUTHLAKE TEXAS 76092

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Eloxx Pharmaceuticals, Inc. [ ELOX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value per share05/27/2026J(1)113,636(2)D$00D(3)
Common Stock, $0.01 par value per share14,285(2)ISee footnote(4)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Pre-funded Warrant(5)05/27/2026J(1)113,636(2) (5) (5)Common Stock, $0.01 par value per share113,636(2)(5)238,422(2)D(3)
Pre-funded Warrant(5) (5) (5)Common Stock, $0.01 par value per share01,894,707(2)ISee footnote(4)
Explanation of Responses:
1. Pursuant to the terms of the pre-funded warrants to purchase shares of the Issuer's common stock (the "Pre-Funded Warrants"), Domicilium Real Estate Fund III LP (the "Fund"), exchanged 1,250,000 shares of common stock of the Issuer for pre-funded warrants to purchase an equivalent number of shares of common stock of the Issuer.
2. These securities reflect a 11 for 1 reverse stock split effective May 29, 2026.
3. The securities are owned directly by the Fund and may be deemed to be indirectly beneficially owned by (i) Domicilium Capital Partners LLC, ("Domicilium") the investment adviser to the Fund, (ii) Domicilium Real Estate Fund III GP LLC (the "General Partner"), the general partner of the Fund, and (iii) Daniel Simon, the managing member of Domicilium and the General Partner.
4. The securities are owned by various entities and may be deemed to be indirectly beneficially owned by (i) Domicilium, the investment adviser to such entities and (ii) Daniel Simon, the managing member of Domicilium.
5. The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
Remarks:
Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Domicilium Real Estate Fund III LP, By: Domicilium Real Estate Fund III GP LLC, its General Partner06/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Domicilium Real Estate Fund III LP report for ELOX?

Domicilium Real Estate Fund III LP reported a restructuring, exchanging 1,250,000 Eloxx common shares for pre-funded warrants to buy the same number of shares. This was coded as “other acquisition or disposition,” not a traditional open-market purchase or sale.

How many Eloxx pre-funded warrants does Domicilium hold after this Form 4?

After the reported transactions and reverse split adjustment, Domicilium directly holds 238,422 pre-funded warrants for Eloxx common stock. These figures reflect an 11-for-1 reverse stock split effective May 29, 2026, as described in the Form 4 footnotes.

How many Eloxx common shares does Domicilium indirectly own after the restructuring?

Following the restructuring, the Form 4 shows Domicilium indirectly owning 14,285 shares of Eloxx common stock. These indirect holdings are through related entities, and may be deemed beneficially owned by the adviser and associated individuals noted in the footnotes.

What are the key terms of Eloxx’s pre-funded warrants held by Domicilium?

The pre-funded warrants have a $0.0000 exercise price, no expiration date, and can be exercised at any time. However, a holder cannot exercise if doing so would push its beneficial ownership above 4.99% of Eloxx’s outstanding common stock immediately after exercise.

How does the reverse stock split affect the share numbers in this ELOX Form 4?

All share numbers in the Form 4 reflect an 11-for-1 reverse stock split effective May 29, 2026. This means previously larger share counts, including the 1,250,000-share exchange into pre-funded warrants, appear as proportionately smaller amounts in the post-split tables.

Who may be deemed to beneficially own the Eloxx securities reported for Domicilium?

The securities are owned directly by the Fund and may be deemed indirectly beneficially owned by Domicilium Capital Partners LLC, its general partner Domicilium Real Estate Fund III GP LLC, and Daniel Simon, the managing member of both entities, as explained in the Form 4 footnotes.