0001144204-17-065936.txt : 20171229 0001144204-17-065936.hdr.sgml : 20171229 20171229172514 ACCESSION NUMBER: 0001144204-17-065936 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20171229 DATE AS OF CHANGE: 20171229 GROUP MEMBERS: CATALYST CEL FUND L.P. GROUP MEMBERS: CEL CATALYST CHINA ISRAEL FUND L.P. GROUP MEMBERS: CEL CATALYST CHINA ISRAEL GENERAL PARTNER LTD 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: 171282732 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: Catalyst CEL Management Ltd. CENTRAL INDEX KEY: 0001726536 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 28 HAARBAA ST. CITY: TEL AVIV STATE: L3 ZIP: 6473925 BUSINESS PHONE: 972-3-6950666 MAIL ADDRESS: STREET 1: 28 HAARBAA ST. CITY: TEL AVIV STATE: L3 ZIP: 6473925 SC 13G 1 tv482324_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

(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 Catalyst CEL Management 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 Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,658,544
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,658,544

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 1,658,544
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.00%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Includes shares held by CEL CATALYST China Israel Fund L.P. and by Catalyst CEL Fund L.P.


CUSIP No. 29014R103	13G

1		NAMES OF REPORTING PERSONS CEL Catalyst China Israel General Partner Limited
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 Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,658,544
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,658,544

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 1,658,544
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.00%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Includes shares held by CEL CATALYST China Israel Fund L.P. and by Catalyst CEL Fund L.P.


CUSIP No. 29014R103	13G

1		NAMES OF REPORTING PERSONS Catalyst CEL 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 Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 207,650
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 207,650

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 207,650
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.75%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 29014R103	13G

1		NAMES OF REPORTING PERSONS CEL CATALYST China Israel 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 Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,450,894
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,450,894

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,450,894
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.25%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

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: The Statement is being filed on behalf of Catalyst CEL Fund L.P., CEL CATALYST China Israel Fund L.P., CEL Catalyst China Israel General Partner Limited (the “General Partner”), the general partner of each of Catalyst CEL Fund L.P. and CATALYST China Israel Fund L.P., and Catalyst CEL Management Ltd., the management company and sole shareholder of the General Partner (collectively, the “Reporting Persons”).

Item 2(b).		Address of Principal Business Office or, if None, Residence: Catalyst CEL Fund L.P.: 28 HaArbaa St., Tel Aviv, Israel 647925. CEL CATALYST China Israel Fund L.P.: 46/F, Far East Centre, 16 Harcourt Road, Hong Kong, China. CEL Catalyst China Israel General Partner Limited: 28 HaArbaa St., Tel Aviv, Israel 647925. Catalyst CEL Management Ltd.: 28 HaArbaa St., Tel Aviv, Israel 647925.

Item 2(c).		Citizenship: The Reporting Persons are each organized under the laws of the Cayman Islands.

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:	0.

(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:	0.

(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.

	Catalyst CEL Management Ltd.

Dated: December 29, 2017	By:	/s/ Gregory Weaver
		Name:	Gregory Weaver
		Title:	Attorney-in-Fact

	CEL Catalyst China Israel General Partner Limited

Dated: December 29, 2017	By:	/s/ Gregory Weaver
		Name:	Gregory Weaver
		Title:	Attorney-in-Fact

	Catalyst CEL Fund L.P.

Dated: December 29, 2017	By:	/s/ Gregory Weaver
		Name:	Gregory Weaver
		Title:	Attorney-in-Fact

	CEL CATALYST China Israel Fund L.P.

Dated: December 29, 2017	By:	/s/ Gregory Weaver
		Name:	Gregory Weaver
		Title:	Attorney-in-Fact

EXHIBITS

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

2.	Limited Power of Attorney of Catalyst CEL Management Ltd. executed in favor of Gregory Weaver.

3.	Limited Power of Attorney of CEL Catalyst China Israel General Partner Limited executed in favor of Gregory Weaver.

4.	Limited Power of Attorney of Catalyst CEL Fund L.P. executed in favor of Gregory Weaver.

5.	Limited Power of Attorney of CEL CATALYST China Israel Fund L.P. executed in favor of Gregory Weaver.

EX-1 2 tv482324_ex1.htm EXHIBIT 1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of Eloxx Pharmaceuticals, Inc. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 29th day of December, 2017.

Catalyst CEL Management Ltd.

By:	/s/ Gregory Weaver
	Name:	Gregory Weaver
	Title:	Attorney-in-Fact

CEL Catalyst China Israel General Partner Limited

By:	/s/ Gregory Weaver
	Name:	Gregory Weaver
	Title:	Attorney-in-Fact

Catalyst CEL Fund L.P.

By:	/s/ Gregory Weaver
	Name:	Gregory Weaver
	Title:	Attorney-in-Fact

CEL CATALYST China Israel Fund L.P.

By:	/s/ Gregory Weaver
	Name:	Gregory Weaver
	Title:	Attorney-in-Fact

EX-2 3 tv482324_ex2.htm EXHIBIT 2

Exhibit 2

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Gregory Weaver with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

(1)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

(2)

execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of Eloxx Pharmaceuticals, Inc. (the “Company”), Forms 3, 4, 5 and any Schedules 13D or 13G in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(3)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5, and any Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26^th day of December, 2017.

	Catalyst CEL Management Ltd.

	By:	/s/ Yair Shamir
	Name:	Yair Shamir
	Title:	Managing Partner

[Signature Page to Limited Power of Attorney]

EX-3 4 tv482324_ex3.htm EXHIBIT 3

Exhibit 3

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Gregory Weaver with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

(1)

(2)

(3)

(4)

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27^th day of December, 2017.

	CEL Catalyst China Israel General Partner Limited

	By:	/s/ Shengyan Fan
	Name:	Shengyan Fan
	Title:	Director

[Signature Page to Limited Power of Attorney]

EX-4 5 tv482324_ex4.htm EXHIBIT 4

Exhibit 4

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Gregory Weaver with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

(1)

(2)

(3)

(4)

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19^th day of December, 2017.

	Catalyst CEL Fund L.P.

	By:	/s/ Yair Shamir
	Name:	Yair Shamir
	Title:	Managing Partner

[Signature Page to Limited Power of Attorney]

EX-5 6 tv482324_ex5.htm EXHIBIT 5

Exhibit 5

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Gregory Weaver with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

(1)

(2)

(3)

(4)

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19^th day of December, 2017.

	CEL CATALYST China Israel Fund L.P.

	By:	/s/ Shengyan Fan
	Name:	Shengyan Fan
	Title:	Director

[Signature Page to Limited Power of Attorney]