UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ELOXX PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock Par Value $0.01 Per Share
(Title of Class of Securities)
29014R103
(CUSIP Number)
Asaf Shinar
Pontifax
14 Shenkar Street
Herzliya Pituach 46140, Israel
972-9-9725617
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 24, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§ 240.13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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 |
| 1 |
NAME OF REPORTING PERSON: Pontifax Management III G.P. (2011) Ltd.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
OO – Ultimate general partner of the III Funds (see Item 2) | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
|
NUMBER OF WITH |
7 |
SOLE VOTING POWER
0 | ||
| 8 |
SHARED VOTING POWER
7,188,186 | |||
| 9 |
SOLE DISPOSITIVE POWER
0 | |||
| 10 |
SHARED DISPOSITIVE POWER
7,188,186 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1
7,188,186 | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1% | |
| 14 |
TYPE OF REPORTING PERSON
PN |
1 Includes (i) 2,287,937 shares of Common Stock held by Pontifax (Cayman) III, L.P. and (ii) 4,900,249 shares of Common Stock held by Pontifax (Israel) III, L.P.
| CUSIP No. 29014R103 |
| 1 |
NAME OF REPORTING PERSON: Pontifax Management Fund III L.P.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
OO – General partner of the III Funds (see Item 2) | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
|
NUMBER OF WITH |
7 |
SOLE VOTING POWER
0 | ||
| 8 |
SHARED VOTING POWER
7,188,186 | |||
| 9 |
SOLE DISPOSITIVE POWER
0 | |||
| 10 |
SHARED DISPOSITIVE POWER
7,188,186 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1
7,188,186 | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1% | |
| 14 |
TYPE OF REPORTING PERSON
PN |
1 Includes (i) 2,287,937 shares of Common Stock held by Pontifax (Cayman) III, L.P. and (ii) 4,900,249 shares of Common Stock held by Pontifax (Israel) III, L.P.
| CUSIP No. 29014R103 |
| 1 |
NAME OF REPORTING PERSON: Pontifax (Cayman) III, L.P.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
WC | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF WITH |
7 |
SOLE VOTING POWER
0 | ||
| 8 |
SHARED VOTING POWER
2,287,937 | |||
| 9 |
SOLE DISPOSITIVE POWER
0 | |||
| 10 |
SHARED DISPOSITIVE POWER
2,287,937 |
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,287,937 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% | |
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 29014R103 |
| 1 |
NAME OF REPORTING PERSON: Pontifax (Israel) III, L.P.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
WC | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
|
NUMBER OF WITH |
7 |
SOLE VOTING POWER
0 | ||
| 8 |
SHARED VOTING POWER
4,900,249 | |||
| 9 |
SOLE DISPOSITIVE POWER
0 | |||
| 10 |
SHARED DISPOSITIVE POWER
4,900,249 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,900,249 | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3% | |
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 29014R103 |
| 1 |
NAME OF REPORTING PERSON: Pontifax Management 4 G.P. (2015) Ltd.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
OO – Ultimate general partner of the IV Funds (see Item 2) | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
|
NUMBER OF WITH |
7 |
SOLE VOTING POWER
0 | ||
| 8 |
SHARED VOTING POWER
2,151,485 | |||
| 9 |
SOLE DISPOSITIVE POWER
0 | |||
| 10 |
SHARED DISPOSITIVE POWER
2,151,485 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1
2,151,485 | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% | |
| 14 |
TYPE OF REPORTING PERSON
PN |
1 Includes (i) 510,846 shares of Common Stock held by Pontifax (Cayman) IV L.P., (ii) 1,049,310 shares of Common Stock held by Pontifax (Israel) IV, L.P., (iii) 567,329 shares of Common Stock held by Pontifax (China) IV L.P. and (iv) 24,000 shares of Common Stock held by Pontifax Late Stage Fund L.P.
| CUSIP No. 29014R103 |
| 1 |
NAME OF REPORTING PERSON: Pontifax IV GP L.P.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
OO – General partner of the IV Funds (see Item 2) | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
|
NUMBER OF WITH |
7 |
SOLE VOTING POWER
0 | ||
| 8 |
SHARED VOTING POWER
2,151,485 | |||
| 9 |
SOLE DISPOSITIVE POWER
0 | |||
| 10 |
SHARED DISPOSITIVE POWER
2,151,485 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1
2,151,485 | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% | |
| 14 |
TYPE OF REPORTING PERSON
PN |
1 Includes (i) 510,846 shares of Common Stock held by Pontifax (Cayman) IV L.P., (ii) 1,049,310 shares of Common Stock held by Pontifax (Israel) IV, L.P., (iii) 567,329 shares of Common Stock held by Pontifax (China) IV L.P. and (iv) 24,000 shares of Common Stock held by Pontifax Late Stage Fund L.P.
| CUSIP No. 29014R103 | 13D |
| 1 |
NAME OF REPORTING PERSON: Pontifax (Cayman) IV L.P.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
WC | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF WITH |
7 |
SOLE VOTING POWER
0 | ||
| 8 |
SHARED VOTING POWER
510,846 | |||
| 9 |
SOLE DISPOSITIVE POWER
0 | |||
| 10 |
SHARED DISPOSITIVE POWER
510,846 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
510,846 | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% | |
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 29014R103 |
| 1 |
NAME OF REPORTING PERSON: Pontifax (Israel) IV, L.P.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
WC | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
|
NUMBER OF WITH |
7 |
SOLE VOTING POWER
0 | ||
| 8 |
SHARED VOTING POWER
1,049,310 | |||
| 9 |
SOLE DISPOSITIVE POWER
0 | |||
| 10 |
SHARED DISPOSITIVE POWER
1,049,310 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,049,310 | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% | |
| 14 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 29014R103 |
| 1 |
NAME OF REPORTING PERSON: Pontifax (China) IV L.P.
| |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS
WC | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF WITH |
7 |
SOLE VOTING POWER
0 | ||
| 8 |
SHARED VOTING POWER
567,329 | |||
| 9 |
SOLE DISPOSITIVE POWER
0 | |||
| 10 |
SHARED DISPOSITIVE POWER
567,329 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
567,329 | |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% | |
| 14 |
TYPE OF REPORTING PERSON
PN |
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is amended and supplemented as follows:
The Reporting Persons purchased the shares of Common Stock described in Item 5(c) using funds from working capital.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is amended and restated as follows:
(a) – (b)
The following sets forth the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof.
The ownership percentages reported are based on 39,778,942 outstanding shares of Common Stock, as of March 31, 2019 after giving effect to the Issuer’s underwritten public offering (the “Offering”), as disclosed in the Issuer’s prospectus supplement for the Offering filed with the SEC on June 20, 2019.
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or direct the vote | Shared power to vote or direct the vote | Sole power to dispose or to direct the disposition of | Shared power to dispose or to direct the disposition of | ||||||||||||||||||
| Pontifax Management III G.P. (2011) Ltd. | 7,188,186 | 1 | 18.1 | %1 | 0 | 7,188,186 | 0 | 7,188,186 | ||||||||||||||||
| Pontifax Management Fund III L.P | 7,188,186 | 1 | 18.1 | %1 | 0 | 7,188,186 | 0 | 7,188,186 | ||||||||||||||||
| Pontifax (Cayman) III, L.P. | 2,287,937 | 5.8 | % | 0 | 2,287,937 | 0 | 2,287,937 | |||||||||||||||||
| Pontifax (Israel) III, L.P. | 4,900,249 | 12.3 | % | 0 | 4,900,249 | 0 | 4,900,249 | |||||||||||||||||
| Pontifax Management 4 G.P. (2015) Ltd. | 2,151,485 | 2 | 5.4 | %2 | 0 | 2,151,485 | 0 | 2,151,485 | ||||||||||||||||
| Pontifax IV GP L.P. | 2,151,485 | 2 | 5.4 | %2 | 0 | 2,151,485 | 0 | 2,151,485 | ||||||||||||||||
| Pontifax (Cayman) IV L.P. | 510,846 | 1.3 | % | 0 | 510,846 | 0 | 510,846 | |||||||||||||||||
| Pontifax (Israel) IV, L.P. | 1,049,310 | 2.6 | % | 0 | 1,049,310 | 0 | 1,049,310 | |||||||||||||||||
| Pontifax (China) IV L.P. | 567,329 | 1.4 | % | 0 | 567,329 | 0 | 567,329 | |||||||||||||||||
1 Includes (i) 2,287,937 shares of Common Stock held by Pontifax (Cayman) III, L.P. and (ii) 4,900,249 shares of Common Stock held by Pontifax (Israel) III, L.P. Management III and Pontifax III each disclaims beneficial ownership of any shares owned beneficially or of record by any other person named in this Item 5(a)-(b), except to the extent of its pecuniary interest therein.
2 Includes (i) 510,846 shares of Common Stock held by Pontifax (Cayman) IV L.P., (ii) 1,049,310 shares of Common Stock held by Pontifax (Israel) IV, L.P., (iii) 423,703 shares of Common Stock held by Pontifax (China) IV L.P., and (iv) 24,000 shares of Common Stock held by Pontifax Late Stage Fund L.P. (“Late Stage Fund”). Management 4 and Pontifax IV each disclaims beneficial ownership of any shares owned beneficially or of record by any other person named in this Item 5(a)-(b), except to the extent of its pecuniary interest therein.
Cayman III is the holder of record of 2,287,937 shares of Common Stock. Israel III is the holder of 4,900,249 shares of Common Stock. Cayman IV is the holder of record of 510,846 shares of Common Stock. Israel IV is the record holder of 1,049,310 shares of Common Stock. China IV is the holder of record of 567,329 shares of Common Stock. Management III is the general partner of Cayman III and Israel III and Management 4 is the general partner of Cayman IV, Israel IV and China IV. Ran Nussbaum and Tomer Kariv are the managing partners of each of Management III and Management 4. As such, each of Pontifax III, Management III, Ran Nussbaum, and Tomer Kariv may be deemed to beneficially own shares of Common Stock of the III Funds and each of Pontifax IV, Management 4, Ran Nussbaum, and Tomer Kariv may be deemed to beneficially own shares of Common Stock of the IV Funds.
Late Stage Fund is the holder of record of 24,000 shares of Common Stock. Pontifax Late Stage GP Ltd., the general partner of Late Stage Fund, has a Strategic Alliance Agreement with Pontifax IV. By virtue of this relationship, each of Pontifax IV, Management IV, Ran Nussbaum, and Tomer Kariv may be deemed to share voting and dispositive power with respect to the shares held by Late Stage Fund.
Except as set forth in this Item 5(a)-(b), each of the persons named in this Item 5(a)-(b) disclaims beneficial ownership of any shares of Common Stock owned beneficially or of record by any other person named in this Item 5(a)-(b).
(c) On June 24, 2019, the Reporting Persons, together with the Late Stage Fund, purchased at the closing of the Offering an aggregate of 200,000 shares of Common Stock at a price of $9.00 per share.
In addition, as previously reported on a Form 4 filed by Management 4, Pontifax IV and the IV Funds on May 1, 2018, on April 30, 2018, the Reporting Persons purchased at the closing of a follow-on offering of the Issuer an aggregate of 350,000 shares of Common Stock at a price of $9.75 per share
(d)-(e) Not applicable
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is amended and supplemented as follows:
In connection with the Offering, the Reporting Persons agreed, for a period of 60 days from the date of the prospectus for the Offering, not to, without the prior written consent of Citigroup Global Markets Inc. and Piper Jaffray & Co., offer, sell, contract to sell, pledge or otherwise dispose of, including the filing of a registration statement in respect of, or hedge any shares of the Common Stock or any securities convertible into, or exercisable or exchangeable for, the Common Stock, subject to certain limited exceptions.
| Item 7. | Material to Be Filed as Exhibits. |
EXHIBIT INDEX
| Exhibit | Description | |
| 1. | Limited Power of Attorney of the Reporting Persons, dated May 29, 2019 |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 26, 2019
| Pontifax Management III G.P. (2011) Ltd. | ||
| By: |
/s/ Neil Belloff | |
| Name: | Neil Belloff | |
| Title: | Attorney in Fact | |
| PONTIFAX MANAGEMENT FUND III L.P. | ||
| By: |
/s/ Neil Belloff | |
| Name: | Neil Belloff | |
| Title: | Attorney in Fact | |
| PONTIFAX (CAYMAN) III, L.P. | ||
| By: |
/s/ Neil Belloff | |
| Name: | Neil Belloff | |
| Title: | Attorney in Fact | |
| PONTIFAX (ISRAEL) III, L.P. | ||
| By: |
/s/ Neil Belloff | |
| Name: | Neil Belloff | |
| Title: | Attorney in Fact | |
| Pontifax Management 4 G.P. (2015) Ltd. | ||
| By: |
/s/ Neil Belloff | |
| Name: | Neil Belloff | |
| Title: | Attorney in Fact | |
| PONTIFAX IV GP L.P. | ||
| By: |
/s/ Neil Belloff | |
| Name: | Neil Belloff | |
| Title: | Attorney in Fact | |
| PONTIFAX (CAYMAN) IV L.P. | ||
| By: |
/s/ Neil Belloff | |
| Name: | Neil Belloff | |
| Title: | Attorney in Fact | |
| PONTIFAX (ISRAEL) IV, L.P. | ||
| By: |
/s/ Neil Belloff | |
| Name: | Neil Belloff | |
| Title: | Attorney in Fact | |
| PONTIFAX (CHINA) IV L.P. | ||
| By: |
/s/ Neil Belloff | |
| Name: | Neil Belloff | |
| Title: | Attorney in Fact | |
Exhibit 1.1
POWER OF ATTORNEY
(For Executing Form ID, Forms 3, 4 and 5 and Schedule 13D and 13G)
Know all by these presents that the undersigned hereby constitutes and appoints each of Miguel Vega and Jonathan Browalski of Cooley LLP and Robert Ward, Gregory Weaver and Neil Belloff of Eloxx Pharmaceuticals, Inc. (the “Company”), the undersigned’s true and lawful attorneys-in-fact and agents to:
(1) Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the the Securities and Exchange Commission (the “SEC”) Form ID, Uniform Application for Access Codes to File on EDGAR, 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 13 and Section 16(a) of the Securities Exchange Actof 1934, as amended (the “Exchange Act”), or any rule or regulation thereunder;
(2) Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) and the rules and regulations thereunder in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company and Schedule 13D or 13G (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 13 of the Exchange Act and the rules and regulations thereunder;
(3) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 or Schedule 13D or 13G (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any 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 of the undersigned, it being understood that the documents executed by the 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 the attorney-in-fact may approve in the attorney-in-fact’s discretion.
The undersigned hereby grants to each 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, and their substitutes, 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 13 and Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 or Schedule 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
Date: May 29, 2019
| Pontifax (Cayman) IV LP | Pontifax (Israel) III LP | |||
| By: Pontifax 4 GP LP, its general partner | By: Pontifax Management Fund III LP, its general partner | |||
| By: Pontifax Management 4 G.P. (2015) Ltd., its general partner | By: Pontifax Management III G.P. (2011) Ltd., its general partner | |||
| By: | /s/ Tomer Kariv | By: | /s/ Tomer Kariv | |
| Name: | Tomer Kariv | Name: | Tomer Kariv | |
| Title: | Director | Title: | Director | |
| Pontifax (China) IV LP | Pontifax Management Fund III LP | |||
| By: Pontifax 4 GP LP, its general partner | By: Pontifax Management III G.P. (2011) Ltd., its general partner | |||
| By: Pontifax Management 4 G.P. (2015) Ltd., its general partner | ||||
| By: | /s/ Tomer Kariv | By: | /s/ Tomer Kariv | |
| Name: | Tomer Kariv | Name: | Tomer Kariv | |
| Title: | Director | Title: | Director | |
| Pontifax (Israel) IV LP | Pontifax Management III G.P. (2011) Ltd. | |||
| By: Pontifax 4 GP LP, its general partner | ||||
| By: Pontifax Management 4 G.P. (2015) Ltd., its general partner | ||||
| By: | /s/ Tomer Kariv | By: | /s/ Tomer Kariv | |
| Name: | Tomer Kariv | Name: | Tomer Kariv | |
| Title: | Director | Title: | Director | |
| Pontifax 4 GP LP | ||||
| By: Pontifax Management 4 G.P. (2015) Ltd., its general partner | ||||
| By: | /s/ Tomer Kariv | |||
| Name: | Tomer Kariv | |||
| Title: | Director | |||
| Pontifax Management 4 G.P. (2015) Ltd. | ||||
| By: | /s/ Tomer Kariv | |||
| Name: | Tomer Kariv | |||
| Title: | Director | |||
| Pontifax (Cayman) III LP | ||||
| By: Pontifax Management Fund III LP, its general partner | ||||
| By: Pontifax Management III G.P. (2011) Ltd., its general partner | ||||
| By: | /s/ Tomer Kariv | |||
| Name: | Tomer Kariv | |||
| Title: | Director | |||