Form 4 Eloxx Pharmaceuticals, For: Feb 06 Filed by: Aggarwal Sumit

May 8, 2026 4:54 PM

FORM 4

UNITED 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Aggarwal Sumit

(Last)

(First)

(Middle)

C/O ELOXX PHARMACEUTICALS, INC.

P.O. BOX 274

(Street)

ARLINGTON

02476

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Eloxx Pharmaceuticals, Inc. [ ELOX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/14/2025		M		196,880	A	$ 0.0001	396,810	D
Common Stock	09/19/2025		A		1,000,000 ⁽¹⁾	A	$ 0	1,396,810	D
Common Stock	01/24/2026		M		15,000	A	⁽²⁾	1,411,810	D
Common Stock	02/28/2026		M		260,946	A	$ 0.15	1,672,756	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$ 18.4	02/06/2022		A		42,790 ⁽⁴⁾		⁽³⁾	02/06/2032	Common Stock	42,790	$ 0	42,790	D
Stock Option (Right to Buy)	$ 18.4	10/16/2024		D			42,790 ⁽⁴⁾	⁽³⁾	02/06/2032	Common Stock	42,790	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$ 0.0001	10/16/2024		A		42,790		⁽³⁾	02/06/2032	Common Stock	42,790	⁽⁵⁾	42,790	D
Stock Option (Right to Buy)	$ 3.36	10/16/2024		D			35,580 ⁽⁴⁾	⁽⁶⁾	04/01/2031	Common Stock	35,580	⁽⁷⁾	0	D
Stock Option (Right to Buy)	$ 0.0001	10/16/2024		A		35,580		⁽⁶⁾	04/01/2031	Common Stock	35,580	⁽⁷⁾	35,580	D
Stock Option (Right to Buy)	$ 1.41	10/16/2024		D			24,810 ⁽⁴⁾	⁽⁶⁾	04/01/2031	Common Stock	24,810	⁽⁸⁾	0	D
Stock Option (Right to Buy)	$ 0.0001	10/16/2024		A		24,810		⁽⁶⁾	04/01/2031	Common Stock	24,810	⁽⁸⁾	24,810	D
Stock Option (Right to Buy)	$ 4.27	10/16/2024		D			68,700	⁽⁹⁾	01/25/2033	Common Stock	68,700	⁽¹⁰⁾	0	D
Stock Option (Right to Buy)	$ 0.0001	10/16/2024		A		68,700		⁽⁹⁾	01/25/2033	Common Stock	68,700	⁽¹⁰⁾	68,700	D
Stock Option (Right to Buy)	$ 0.0001	08/14/2025		M			60,390	⁽⁶⁾	04/01/2031	Common Stock	60,390	$ 0	0	D
Stock Option (Right to Buy)	$ 0.0001	08/14/2025		M			68,700	⁽⁹⁾	01/25/2033	Common Stock	68,700	$ 0	0	D
Stock Option (Right to Buy)	$ 0.0001	08/14/2025		M			25,000	⁽¹¹⁾	08/23/2033	Common Stock	25,000	$ 0	0	D
Stock Option (Right to Buy)	$ 0.0001	08/14/2025		M			42,790	⁽³⁾	02/06/2032	Common Stock	42,790	$ 0	0	D
Stock Option (Right to Buy)	$ 0.15	09/19/2025		A		3,597,090		⁽¹²⁾	09/19/2035	Common Stock	3,597,090	$ 0	3,597,090	D
Restricted Stock Units	⁽²⁾	01/24/2026		M			15,000	⁽¹³⁾	⁽¹³⁾	Common Stock	15,000	$ 0	15,000	D
Stock Option (Right to Buy)	$ 0.15	02/28/2026		M			260,946	⁽¹²⁾	09/19/2035	Common Stock	260,946	$ 0	3,336,144	D

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs") that was fully vested upon grant.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

3. The stock option vested and became exercisable over the four-year period commencing February 6, 2022, with one-fourth of the shares of common stock underlying the options vesting on February 6, 2023, and the remainder vesting in twelve equal quarterly installments thereafter. The Board accelerated vesting on the unvested portion in connection with the exercise.

4. On December 1, 2022, the Issuer effected a 1-for-40 reverse stock split. The share count has been adjusted to reflect the reverse stock split.

5. The reporting person agreed to cancellation of an option granted to him on February 6, 2022 in exchange for a new option having a lower exercise price.

6. The stock option vested and became exercisable over the four-year period commencing April 1, 2021, with one-fourth of the shares of common stock underlying the options vesting on April 1, 2022, and the remainder vesting in twelve equal quarterly installments thereafter.

7. The reporting person agreed to cancellation of an option granted to him on April 1, 2021 in exchange for a new option having a lower exercise price.

8. The reporting person agreed to cancellation of an option granted to him on May 18, 2021 in exchange for a new option having a lower exercise price.

9. The option vested and became exercisable as to 25% of the underlying shares on the first anniversary of January 25, 2023, and the remaining 75% of the underlying shares vested in 12 equal quarterly installments thereafter. The Board accelerated vesting on the unvested portion in connection with the exercise.

10. The reporting person agreed to cancellation of an option granted to him on January 25, 2023 in exchange for a new option having a lower exercise price.

11. The option was granted on August 23, 2023 and was scheduled to vest subject to certain performance criteria, which the Board waived in connection with the exercise.

12. The option vests as follows: (i) as to 1,736,275 shares, vested 1/36 on October 31, 2025, with the remaining options vesting thereafter in equal consecutive monthly increments over 35 months; (ii) as to 612,245 shares, vested 1/36 on January 31, 2026, with the remaining options vesting thereafter in equal consecutive monthly increments over 35 months; and (iii) as to 1,248,570 shares, vested 1/36 on March 31, 2026, with the remaining options vesting thereafter in equal consecutive monthly increments over 35 months, subject to the Reporting Person's continuous service to the Issuer through the applicable vesting date.

13. The RSUs vested as to 50% on the first anniversary of January 24, 2024 and the remaining amount vested in two equal annual installments thereafter.

	/s/ Sumit Aggarwal	05/08/2026
	** Signature of Reporting Person	Date
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Form 4 Eloxx Pharmaceuticals, For: Feb 06 Filed by: Aggarwal Sumit

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