| 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 RULE 13d-2(b)
(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
Technion Investment Opportunities 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
Israel |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
694,423 | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
694,423 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
694,423 | |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.51% | |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| CUSIP No. 29014R103 | 13G |
| 1 |
NAMES OF REPORTING PERSONS
Technion Research and Development Foundation 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
Israel |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
709,322 | ||
| 6 |
SHARED VOTING POWER
694,423 | |||
| 7 |
SOLE DISPOSITIVE POWER
709,322 | |||
| 8 |
SHARED DISPOSITIVE POWER
694,423 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,403,745 | |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.08% | |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| 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: Technion Investment Opportunities Fund L.P. and Technion Research and Development Foundation Ltd. (the “Reporting Persons”). Technion Research and Development Foundation Ltd., a private limited company, is the general partner of Technion Investment Opportunities Fund L.P. |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: The address of the Principal Business Office of each Reporting Person is Technion City, Malat Bldg., 5th Floor, Haifa, Israel 3200003. |
| Item 2(c). | Citizenship: The Reporting Persons are each organized under the laws of Israel. |
| 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: | See the responses to Item 5 on the attached cover pages. |
| (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: | See the responses to Item 7 on the attached cover pages. |
| (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.
| Technion Investment Opportunities Fund L.P. | |
| By: Technion Research and Development Foundation Ltd., its General Partner |
| Dated: December 29, 2017 | /s/ Benjamin Soffer | |
| Name: | Benjamin Soffer | |
| Title: | Manager | |
| Technion Research and Development Foundation Ltd. | ||
| Dated: December 29, 2017 | /s/ Benjamin Soffer | |
| Name: | Benjamin Soffer | |
| Title: | Manager | |
EXHIBITS
| 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended. |