0001144204-17-065956.txt : 20171229 0001144204-17-065956.hdr.sgml : 20171229 20171229181145 ACCESSION NUMBER: 0001144204-17-065956 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20171219 FILED AS OF DATE: 20171229 DATE AS OF CHANGE: 20171229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pontifax (Cayman) III, L.P. CENTRAL INDEX KEY: 0001726028 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31326 FILM NUMBER: 171282836 BUSINESS ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 BUSINESS PHONE: 972-9-9725617 MAIL ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pontifax (Israel) III, L.P. CENTRAL INDEX KEY: 0001726038 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31326 FILM NUMBER: 171282835 BUSINESS ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 BUSINESS PHONE: 972-9-9725617 MAIL ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pontifax Management Fund III L.P. CENTRAL INDEX KEY: 0001726340 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31326 FILM NUMBER: 171282837 BUSINESS ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 BUSINESS PHONE: 972-9-9725617 MAIL ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 FORMER NAME: FORMER CONFORMED NAME: Pontifax III GP L.P. DATE OF NAME CHANGE: 20171226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pontifax Management III G.P. (2011) Ltd. CENTRAL INDEX KEY: 0001726335 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31326 FILM NUMBER: 171282838 BUSINESS ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 BUSINESS PHONE: 972-9-9725617 MAIL ADDRESS: STREET 1: 14 SHENKAR STREET, BEIT OFEK CITY: HERZLIYA PITUACH STATE: L3 ZIP: 46140 ISSUER: 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 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 3 1 tv482313_3.xml FORM 3 X0206 3 2017-12-19 0 0001035354 Eloxx Pharmaceuticals, Inc. SVOND 0001726335 Pontifax Management III G.P. (2011) Ltd. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET, 4TH FLOOR NORTH WALTHAM MA 02451 0 0 1 0 0001726340 Pontifax Management Fund III L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET, 4TH FLOOR NORTH WALTHAM MA 02451 0 0 1 0 0001726028 Pontifax (Cayman) III, L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET, 4TH FLOOR NORTH WALTHAM MA 02451 0 0 1 0 0001726038 Pontifax (Israel) III, L.P. C/O ELOXX PHARMACEUTICALS, INC. 950 WINTER STREET, 4TH FLOOR NORTH WALTHAM MA 02451 0 0 1 0 Common Stock 2287937 I By Pontifax Investment Fund Common Stock 4900249 I By Pontifax Investment Fund Represents shares of the Issuer held by Pontifax (Cayman) III, L.P. ("Cayman III"). Pontifax Management Fund III L.P. ("Pontifax III") is the general partner of Cayman III. Pontifax Management III G.P. (2011) Ltd. ("Management III") is the general partner of Pontifax III. As a result, each of Management III and Pontifax III may be deemed to share voting and dispositive power with respect to the shares held by Cayman III. Each of Management III, Pontifax III and Cayman III disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. Represents shares of the Issuer held by Pontifax (Israel) III, L.P. ("Israel III"). Pontifax III is the general partner of Israel III. Management III is the general partner of Pontifax III. As a result, each of Management III and Pontifax III may be deemed to share voting and dispositive power with respect to the shares held by Israel III. Each of Management III, Pontifax III and Israel III disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. Exhibit 24.1 - Pontifax Management III G.P. (2011) Ltd. Power of Attorney. Exhibit 24.2 - Pontifax Management Fund III L.P. Power of Attorney. Exhibit 24.3 - Pontifax (Cayman) III, L.P. Power of Attorney. Exhibit 24.4 - Pontifax (Israel) III, L.P. Power of Attorney. Pontifax Management III G.P. (2011) Ltd., /s/ Gregory Weaver, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer 2017-12-29 Pontifax Management Fund III L.P., /s/ Gregory Weaver, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer 2017-12-29 Pontifax (Cayman) III, L.P., /s/ Gregory Weaver, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer 2017-12-29 Pontifax (Israel) III, L.P., /s/ Gregory Weaver, Attorney in Fact on behalf of Tomer Kariv, Chief Executive Officer 2017-12-29 EX-24.1 2 tv482313_ex24-1.htm EXHIBIT 24.1

 

Exhibit 24.1

 

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.


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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of December, 2017.

 

Pontifax Management III G.P. (2011) Ltd.
   
   
   
  By: /s/ Tomer Kariv
  Name: Tomer Kariv
  Title: Chief Executive Officer

 

 

 

 

 

 EX-24.2 3 tv482313_ex24-2.htm EXHIBIT 24.2

 

Exhibit 24.2

 

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.


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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of December, 2017.

 

Pontifax Management Fund III L.P.
   
   
   
  By: /s/ Tomer Kariv
  Name: Tomer Kariv
  Title: Chief Executive Officer

 

 

 

 EX-24.3 4 tv482313_ex24-3.htm EXHIBIT 24.3

 

Exhibit 24.3

 

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)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.


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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of December, 2017.

 

 

Pontifax (Cayman) III, L.P.
   
   
   
  By: /s/ Tomer Kariv
  Name: Tomer Kariv
  Title: Chief Executive Officer

 

 

 

 

 

 EX-24.4 5 tv482313_ex24-4.htm EXHIBIT 24.4

 

Exhibit 24.4

 

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)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.


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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of December, 2017.

 

Pontifax (Israel) III, L.P.
   
   
   
  By: /s/ Tomer Kariv
  Name: Tomer Kariv
  Title: Chief Executive Officer