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EcoR1, affiliates report ~9.9% holdings in Eloxx (NASDAQ: ELOX)

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Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Eloxx Pharmaceuticals, Inc. Schedule 13G filing shows EcoR1 Capital, LLC, EcoR1 Capital Fund Qualified, L.P. and Oleg Nodelman reporting shared beneficial ownership of common stock. The filing lists 403,586 shares (EcoR1 and Mr. Nodelman) and 377,635 shares (Qualified Fund), representing 9.9% and 9.3% of the class respectively. The percentages are calculated using 4,036,314 shares outstanding following an offering disclosed in a prospectus filed 06/09/2026. The reporting persons state the holdings were not acquired to change control and disclaim group membership beyond the joint filing.

Positive

  • None.

Negative

  • None.

Insights

Large passive stakes reported by an institutional investor and related persons.

The filing shows EcoR1 Capital and affiliates hold 403,586 shares (reported as 9.9%) and the Qualified Fund holds 377,635 shares (9.3%), calculated on an outstanding base of 4,036,314 shares as of the prospectus dated 06/09/2026.

These positions are presented as shared voting/dispositive power rather than sole control; the signers disclaim group control and state the stakes were not acquired to change issuer control. Subsequent filings would show any trading activity or changes in percent ownership.

Beneficial ownership near 10% triggers typical disclosure thresholds and ownership limits.

The reporting notes pre-funded warrants and a 9.99% beneficial ownership limitation used in percentage calculations. That qualifier appears to cap exercises or holdings for conversion instruments and is cited verbatim in the cover comments.

Because the filing disclaims intent to influence control and attaches an agreement for joint filing, governance implications are routine disclosure; monitor future filings for any schedule amendments or Form 4s that would indicate active transactions.

EcoR1 shares beneficially owned 403,586 shares reported holdings for EcoR1 and Oleg Nodelman
Qualified Fund shares beneficially owned 377,635 shares reported holdings for EcoR1 Capital Fund Qualified, L.P.
Percent of class (EcoR1 / Nodelman) 9.9% calculated using 4,036,314 shares outstanding after offering
Percent of class (Qualified Fund) 9.3% calculated using 4,036,314 shares outstanding after offering
Shares outstanding used in calculation 4,036,314 shares outstanding following offering disclosed in prospectus filed 06/09/2026
Beneficial ownership limitation regulatory
"subject to a 9.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Shared dispositive power financial
"Shared Dispositive Power 403,586.00"
Pre-funded warrants financial
"pre-funded warrants to acquire 50,000 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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What stake does EcoR1 Capital hold in ELOX?

EcoR1 Capital reports beneficial ownership of 403,586 shares, equal to 9.9% of the class. The percentage is calculated using 4,036,314 shares outstanding following the offering disclosed in the prospectus dated 06/09/2026.

How is Oleg Nodelman connected to the reported holdings?

Oleg Nodelman is reported with shared voting and dispositive power over 403,586 shares (9.9%). The filing states Mr. Nodelman is control person of EcoR1 and signed the joint filing dated 06/16/2026.

What basis was used to calculate the ownership percentages?

Percentages are calculated using (1) the reported beneficial holdings and pre-funded warrants and (2) 4,036,314 shares outstanding after the offering disclosed in the prospectus filed on 06/09/2026, per the cover comments.

Does this filing indicate EcoR1 seeks control of Eloxx?

No; the reporting persons certify the securities were not acquired to change or influence control and disclaim group membership beyond the joint filing. The signatures dated 06/16/2026 attest to that statement.





29014R301

(CUSIP Number)
06/09/2026

(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)
Rule 13d-1(c)
Rule 13d-1(d)




schemaVersion:


SCHEDULE 13G




Comment for Type of Reporting Person: Percentage calculated based on (1) 400,000 shares of Common Stock beneficially owned by the reporting person and pre-funded warrants to acquire 50,000 shares of Common Stock, subject to a 9.99% beneficial ownership limitation, and (2) 4,036,314 shares of Common Stock outstanding following the completion of the offering of securities by the Issuer disclosed in the prospectus filed by the Issuer on June 9, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: Percentage calculated based on (1) 400,000 shares of Common Stock beneficially owned by the reporting person and pre-funded warrants to acquire 50,000 shares of Common Stock, subject to a 9.99% beneficial ownership limitation, and (2) 4,036,314 shares of Common Stock outstanding following the completion of the offering of securities by the Issuer disclosed in the prospectus filed by the Issuer on June 9, 2026.


SCHEDULE 13G




Comment for Type of Reporting Person: Percentage calculated based on (1) 374,280 shares of Common Stock beneficially owned by the reporting person and pre-funded warrants to acquire 46,785 shares of Common Stock, subject to a 9.99% beneficial ownership limitation, and (2) 4,036,314 shares of Common Stock outstanding following the completion of the offering of securities by the Issuer disclosed in the prospectus filed by the Issuer on June 9, 2026.


SCHEDULE 13G



EcoR1 Capital, LLC
Signature:/s/ Oleg Nodelman
Name/Title:Manager
Date:06/16/2026
Oleg Nodelman
Signature:/s/ Oleg Nodelman
Name/Title:Reporting person
Date:06/16/2026
EcoR1 Capital Fund Qualified, L.P.
Signature:/s/ Oleg Nodelman
Name/Title:Manager of the General Partner, EcoR1 Capital, LLC
Date:06/16/2026
Exhibit Information

EXHIBIT 99 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G