(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
11120 Roselle Street, Suite A San Diego, California |
92121 | |
(Address of principal executive offices) |
(Zip Code) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
• |
the results of eFFECTOR’s clinical trials of its product candidates tomivosertib and zotatifin, which are in Phase 2 clinical development; |
• |
difficulties or delays in the commencement or completion, or termination or suspension, of eFFECTOR’s current or planned clinical trials; |
• |
difficulties in enrolling patients in eFFECTOR’s clinical trials, including as a result of the parti al clinical hold on its ongoing Phase 2b KICKSTART trial; |
• |
the impact of the COVID-19 pandemic on the financial condition and results of operations of eFFECTOR; |
• |
eFFECTOR’s future capital needs following the Business Combination; |
• |
the ability of eFFECTOR to maintain an effective system of internal control over financial reporting; |
• |
the ability of eFFECTOR to maintain and protect its intellectual property; |
• |
eFFECTOR’s reliance on single-source suppliers and third-party manufacturers; |
• |
litigation, complaints, product liability claims and/or adverse publicity; |
• |
privacy and data protection laws, privacy or data breaches, or the loss of data; |
• |
the ability of eFFECTOR to manage its growth effectively; |
• |
the ability of eFFECTOR to achieve and maintain profitability in the future; |
• |
the success of strategic relationships with third parties; |
• |
the ability of eFFECTOR to maintain the listing of the Common Stock and warrants of eFFECTOR on Nasdaq; |
• |
the ability of eFFECTOR to remediate existing and potential future material weaknesses in eFFECTOR’s internal control over financial reporting and to maintain effective internal control over financial reporting, which, if unsuccessful, may result in material misstatements of eFFECTOR’s consolidated financial statements or failure to meet periodic reporting obligations or impair access to the capital markets; |
• |
other factors detailed under the section titled “Risk Factors” beginning on page 36 of the Proxy Statement/Prospectus and incorporated herein by reference. |
• |
each person who is known to be the beneficial owner of more than 5% of shares of Common Stock; |
• |
each of eFFECTOR’s current named executive officers and directors; and |
• |
all current executive officers and directors of eFFECTOR as a group. |
Name and Address of Beneficial Owner (1) |
Number of Shares |
% of Ownership |
||||||
5% Holders |
||||||||
Entities affiliated with SR One Capital (2) |
6,822,114 |
16.8 |
% | |||||
Entities affiliated with U.S. Venture Partners (3) |
4,822,114 |
11.9 |
% | |||||
Abingworth Bioventures VI, L.P. (4) |
4,822,114 |
11.9 |
% | |||||
The Column Group II, LP (5) |
4,309,329 |
10.6 |
% | |||||
Locust Walk Sponsor, LLC (6) |
4,237,917 |
10.4 |
% | |||||
Entities affiliated with Altitude Life Sciences Ventures (7) |
2,826,350 |
6.9 |
% | |||||
New Emerging Medical Opportunities Fund III, L.P. (8) |
2,822,744 |
7.1 |
% | |||||
Pfizer Venture Investments (9) |
2,243,850 |
5.5 |
% | |||||
Directors and Executive Officers |
||||||||
Stephen T. Worland, Ph.D. (10) |
2,060,149 |
4.9 |
% | |||||
Michael Byrnes |
70,416 |
* |
||||||
Premal Patel, M.D., Ph.D. (11) |
132,784 |
* |
||||||
Alana B. McNulty (12) |
535,842 |
1.3 |
% | |||||
Elizabeth P. Bhatt |
9,047 |
* |
||||||
Chris Ehrlich (13) |
143,202 |
* |
||||||
Brian M. Gallagher (4) |
4,822,114 |
11.9 |
% | |||||
Laurence Lasky, Ph.D. |
— |
— |
||||||
Jonathan D. Root, M.D. (3) |
4,822,114 |
11.9 |
% | |||||
John W. Smither (14) |
48,284 |
* |
||||||
All directors and executive officers as a group (10 individuals) (15) |
12,643,952 |
29.6 |
% |
* |
Less than one percent |
(1) |
Unless otherwise noted, the business address of each of those listed in the table above is 11120 Roselle Street, Suite A, San Diego, California 92121. |
(2) |
Represents 4,822,114 shares held by SR One Capital Fund I Aggregator, LP (SR One Capital Fund) and 2,000,000 shares held by SR One Co-Invest I, LLC (SR One Co-Invest). SR One Capital Partners I, LP (SR One Capital Partners) is the general partner of SR One Capital Fund. SR One Co-Invest I Manager, LLC (SR One Co-Invest Manager) is the managing member of SR One Co-Invest. SR One Capital Management, LLC (SR One Capital Management) is the general partner of SR One Capital Partners and the managing member of |
SR One Co-Invest Manager. Simeon George, M.D. is the managing member of SR One Capital Management. By virtue of such relationships, Dr. George, SR One Capital Partners, SR One Capital Management and SR One Co-Invest Manager may be deemed to have voting and investment power with respect to the shares held by SR One Capital Fund and/or SR One Co-Invest, as applicable, and as a result may be deemed to have beneficial ownership of such shares. Each of Dr. George, SR One Capital Partners, SR One Capital and SR One Co-Invest Manager disclaims beneficial ownership of the shares held by SR One Capital Fund and SR One Co-Invest, except to the extent of its or his pecuniary interest therein if any. The address for SR One Capital Fund I Aggregator, LP and SR One Co-Invest I, LLC is 985 Old Eagle School Road, Suite 511, Wayne, PA 19087. |
(3) |
Represents 4,672,628 shares held by U.S. Venture Partners X, L.P. (USVP X), and 149,486 shares held by USVP X Affiliates, L.P. (AFF X, and together with USVP X, the USVP X Funds). Presidio Management Group X, LLC (PMG X) is the general partner of the USVP Funds has sole voting and dispositive power with respect to the shares held by the USVP X Funds. Jonathan D. Root, a member of our Board, is a managing member of PMG X with additional rights with respect to the issuer’s securities, and may be deemed to have sole voting and dispositive power with respect to the shares. Casey M. Tansey is the sole managing partner of PMG X and may be deemed to have sole dispositive power and shared voting power over the reported shares. Each of the foregoing persons disclaims beneficial ownership of shares held by the USVP X Funds, except to the extent of any proportionate pecuniary interest therein. The address for U.S. Venture Partners is 1460 El Camino Real, Suite 100, Menlo Park, CA 94025. |
(4) |
Abingworth Bioventures VI GP LP, a Scottish limited partnership, serves as the general partner of ABV VI. Abingworth General Partner VI LLP, an English limited liability partnership, serves as the general partner of Abingworth Bioventures VI GP LP. ABV VI (acting by its general partner Abingworth Bioventures VI GP LP, acting by its general partner Abingworth General Partner VI LLP) has delegated to Abingworth LLP, an English limited liability partnership, all investment and dispositive power over the securities held by ABV VI. An investment committee of Abingworth LLP, comprised of Timothy Haines, Kurt von Emster, Genghis Lloyd-Harris, Bali Muralidhar, Andrew Sinclair and Brian Gallagher, a member of our Board, approves investment and voting decisions by a specified majority vote, and no individual member has the sole control or voting power over the securities held by ABV VI. Each of Abingworth Bioventures VI GP LP, Abingworth General Partner VI LLP, Timothy Haines, Kurt von Emster, Genghis Lloyd-Harris, Bali Muralidhar, Andrew Sinclair and Brian Gallagher disclaims beneficial ownership of the securities held by the ABV VI except to the extent of their proportionate pecuniary interest therein. The address for ABV VI and each of the other entities and individuals listed in this footnote is c/o Abingworth LLP, Princes House, 38 Jermyn Street, London, England SW1Y 6DN. |
(5) |
Peter Svennilson and David Goeddel, Ph.D. are the managing partners of The Column Group II GP, LP, which is the general partner of The Column Group II, LP and may be deemed to have shared voting, investment and dispositive power with respect to these shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares. The principal address of The Column Group II, L.P. is 1 Letterman Drive, Bldg D, Suite DM-900, San Francisco, California 94158. |
(6) |
Represents 4,056,250 shares of Common Stock and warrants to purchase up to 181,667 shares of Common Stock. Locust Walk Partners, LLC is the manager of Locust Walk Sponsor, LLC (LWAC Sponsor). Geoff Meyerson is the CEO & Co-founder of Locust Walk Partners and may be deemed to have voting, investment and dispositive power with respect to these shares. Mr. Meyerson disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. The business address of Locust Walk Partners, LLC is 200 Clarendon Street, 51st Floor, Boston, MA 02116. |
(7) |
Represents 1,413,175 shares by Altitude Life Sciences Ventures Fund II, L.P. and 1,413,175 shares held by Altitude Life Sciences Ventures Side Fund II, L.P. David Maki is the managing member of Altitude Life Science Ventures II, LLC, which is the general partner of each of Altitude Life Science Ventures Fund II, L.P. and Altitude Life Science Ventures Side Fund II, L.P., and holds voting, investment and dispositive power with respect to these shares. The address for the Altitude Life Science Ventures is 1014 Market Street, Suite 200, Kirkland, WA 98074. |
(8) |
Sectoral Asset Management Inc., in its capacity as investment adviser to New Emerging Medical Opportunities Fund III, L.P. (NEMO), has the sole right to dispose of or vote the NEMO shares and is the owner of the general partner (Sectoral GP III L.P.) of Nemo. Sectoral Asset Management, Inc. and Stefan Larson disclaim beneficial ownership of the NEMO shares. The mailing address for NEMO is c/o Sectoral Asset Management Inc. at 1010 Sherbrooke St. West, #1610, Montreal, QC Canada H3A 2R7. |
(9) |
Pfizer Venture Investments LLC (Pfizer Ventures) is a wholly-owned subsidiary of Pfizer Inc., a publicly traded company (Pfizer). By virtue of the relationship between Pfizer and Pfizer Ventures, Pfizer may be deemed to have beneficial ownership of shares held by Pfizer Ventures. Pfizer’s address is 235 East 42nd Street, New York, New York 10017. |
(10) |
Represents 755,480 shares held by a family trust of Dr. Worland of which he is a trustee and 1,304,669 shares underlying options to purchase shares of Common Stock. |
(11) |
Represents 123,932 shares underlying options to purchase shares of Common Stock. |
(12) |
Represents 485,062 shares underlying options to purchase shares of Common Stock. |
(13) |
Represents 142,168 shares of Common Stock held directly by LWAC Sponsor and allocated to Mr. Ehrlich by Locust Walk Partners LLC (LWP), a member of LWAC Sponsor, and 1,034 shares of Common Stock held directly by LWAC Sponsor and allocated to Mr. Ehrlich’s spouse by LWP. |
(14) |
Represents 24,142 shares underlying options to purchase shares of Common Stock. |
(15) |
Represents 10,624,867 shares of Common stock and 2,019,085 options to purchase shares of Common Stock. |
Exhibit No. |
Description | |
2.1# |
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3.1 |
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3.2 |
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4.1 |
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4.2 |
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10.1 |
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10.2 |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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10.8 |
10.9 |
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10.10+ |
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10.11+ |
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10.12+ |
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10.13# |
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10.14# |
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10.15 |
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10.16 |
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10.17+ |
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10.18+ |
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10.19+ |
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10.20+ |
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10.21+ |
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10.22+ |
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16.1 |
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99.1 |
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99.2 |
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99.3 |
99.4 |
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101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH |
Inline XBRL Taxonomy Extension Schema Document | |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB |
Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ |
Indicates management contract or compensatory plan or arrangement. |
# |
Portions of this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv). The Registrant agrees to furnish an unredacted copy of this Exhibit to the SEC upon its request. |
eFFECTOR Therapeutics, Inc. | ||||||
Date: August 31, 2021 |
By: |
/s/ Stephen Worland | ||||
Name: |
Stephen Worland, Ph.D. | |||||
Title: |
President and Chief Executive Officer |