If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that 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. o
*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. 28202V108
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
Abingworth LLP
98-0518585
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2.
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Check the
Appropriate Box if a Member of a Group (See Instructions):
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions): WC (See Item 3)
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ]
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6.
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Citizenship or Place of Organization: England
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Number of
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7. Sole Voting Power:
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0
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Shares Beneficially
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8. Shared Voting Power:
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4,822,114*
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Owned by
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Each Reporting
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9. Sole Dispositive Power:
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0
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Person with
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10. Shared Dispositive Power:
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4,822,114*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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4,822,114*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
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13.
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Percent of Class Represented by Amount in Row (11): 11.9%*
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14.
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Type of Reporting Person (See Instructions): PN
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*As of August
25, 2021 (the “Event Date”), Abingworth LLP (“Abingworth LLP”) may be deemed to beneficially own
an aggregate of 4,822,114 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of eFFECTOR Therapeutics,
Inc. (the “Issuer”) held by Abingworth Bioventures VI, LP (“Abingworth VI”). Excludes an earn-out
rights for an aggregate of 605,338 shares of Common Stock. Each earn-out right represents a contingent right to receive one share
of the Issuer's Common Stock. The earn-out rights vest upon the Issuer's Common Stock achieving a price per share which equals or exceeds
$20.00 over at least 20 trading days out of a 30 consecutive trading day period prior to August 26, 2023. As a result of the foregoing,
Abingworth LLP, as the investment manager of Abingworth VI, may be deemed to beneficially own 4,822,114 shares of Common Stock held by
Abingworth VI. Thus, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Abingworth LLP may be deemed to
beneficially own 11.9% of the shares of Common Stock of the Issuer deemed issued and outstanding as of the Event Date.
The foregoing
beneficial ownership percentage is based upon 40,669,373 shares of Common Stock issued and outstanding as of the Event Date, based on
information received from the Issuer and other public information.
CUSIP No. 28202V108
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
Abingworth Bioventures VI, LP
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2.
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Check the
Appropriate Box if a Member of a Group (See Instructions):
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(a) [ ]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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Source of Funds (See Instructions): WC (See Item 3)
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [ ]
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6.
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Citizenship or Place of Organization: England
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Number of
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7. Sole Voting Power:
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0
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Shares Beneficially
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8. Shared Voting Power:
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4,822,114*
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Owned by
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Each Reporting
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9. Sole Dispositive Power:
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0
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Person with
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10. Shared Dispositive Power:
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4,822,114*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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4,822,114*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
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13.
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Percent of Class Represented by Amount in Row (11): 11.9%*
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14.
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Type of Reporting Person (See Instructions): PN
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* As of August
25, 2021 (the “Event Date”), Abingworth LLP (“Abingworth LLP”) may be deemed to beneficially own
an aggregate of 4,822,114 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of eFFECTOR Therapeutics,
Inc. (the “Issuer”) held by Abingworth Bioventures VI, LP (“Abingworth VI”). Excludes an earn-out
rights for an aggregate of 605,338 shares of Common Stock. Each earn-out right represents a contingent right to receive one share
of the Issuer's Common Stock. The earn-out rights vest upon the Issuer's Common Stock achieving a price per share which equals or exceeds
$20.00 over at least 20 trading days out of a 30 consecutive trading day period prior to August 26, 2023. As a result of the foregoing,
Abingworth LLP, as the investment manager of Abingworth VI, may be deemed to beneficially own 4,822,114 shares of Common Stock held by
Abingworth VI. Thus, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Abingworth LLP may be deemed to
beneficially own 11.9% of the shares of Common Stock of the Issuer deemed issued and outstanding as of the Event Date.
The foregoing
beneficial ownership percentage is based upon 40,669,373 shares of Common Stock issued and outstanding as of the Event Date, based on
information received from the Issuer and other public information.
Item 1.
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Security and Issuer
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This Schedule 13D relates to the
common stock, par value $0.0001 per share (the “Common Stock”), of eFFECTOR Therapeutics, Inc., a Delaware corporation
(the “Issuer”). The principal executive offices of the Issuer are located at 11120 Roselle Street, Suite A, San Diego,
California 92121. Information given in response to each item shall be deemed incorporated by reference in all other items as applicable.
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Item 2.
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Identity and Background
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This statement is being filed on
behalf of Abingworth Bioventures VI, LP (“Abingworth VI”), and Abingworth LLP (“Abingworth LLP”
together with Abingworth VI, the “Reporting Persons”), the investment manager of Abingworth VI.
The Common Stock is held directly
by Abingworth VI. Abingworth Bioventures VI GP LP ("Abingworth GP") serves as the general partner of Abingworth VI. Abingworth
General Partner VI LLP, serves as the general partner of Abingworth GP. Abingworth VI (acting by its general partner Abingworth GP, acting
by its general partner Abingworth General Partner VI LLP) has delegated to Abingworth LLP, all investment and dispositive power over the
securities held by Abingworth VI.
The address of the principal business
office of each of the Reporting Persons is c/o Abingworth LLP, Princes House, 38 Jermyn Street, London, England SW1Y 6DN.
The principal business of Abingworth
VI is to invest in and assist growth-oriented businesses in the life science and biomedical industries. The principal business of Abingworth
LLP is to serve as the investment manager to certain investment funds, including Abingworth VI.
None of the Reporting Persons, the
General Partners or any of their respective executive officers has, during the last five years, been convicted in a criminal proceeding.
None of the Reporting Persons, the
General Partners or any of their executive officers has, during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Abingworth VI is a limited partnership
organized under the laws of England. Abingworth LLP is a limited liability partnership organized under the laws of England.
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Item 3.
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Source and Amount of Funds or Other Consideration
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On August 25, 2021, pursuant to
that certain Agreement and Plan of Merger, dated as of May 26, 2021 (the "Merger Agreement"), by and among the Issuer
(f/k/a Locust Walk Acquisition Corp.), Locust Walk Merger Sub, Inc. ("Merger Sub"), and eFFECTOR Therapeutics, Inc.
("Old eFFECTOR"), Merger Sub merged with and into Old eFFECTOR with Old eFFECTOR surviving as a wholly owned subsidiary
of the Issuer (the "Merger"). Upon consummation of the Merger, each issued and outstanding share of common stock of
Old eFFECTOR was automatically cancelled and converted into approximately 0.09657 shares of Common Stock of the Issuer. Abingworth VI
acquired 4,109,329 shares in the Merger. Concurrent with the closing of the Merger, Abingworth purchased 712,785 shares of Common Stock
in a private placement (the “PIPE”) at a purchase price of $10.00 per share. The Common Stock purchased in the PIPE
was made with investment capital for an aggregate purchase price of approximately $7,127,850. In connection
with the Merger, Abingworth received an earn-out right for an aggregate of 605,338 shares of Common Stock. Each earn-out right
represents a contingent right to receive one share of the Issuer's Common Stock. The earn-out right vests upon the Issuer's Common Stock
achieving a price per share which equals or exceeds $20.00 over at least 20 trading days out of a 30 consecutive trading day period prior
to August 26, 2023.
The foregoing description of the
Merger Agreement is a summary only and is qualified in its entirety by the actual terms of the agreement, which is incorporated herein
by reference. See Item 7 “Material to be Filed as Exhibits.”
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Item 4.
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Purpose of Transaction
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On August 25, 2021, pursuant to
the Merger Agreement, Merger Sub merged with and into Old eFFECTOR with Old eFFECTOR surviving as a wholly owned subsidiary of the Issuer.
Upon consummation of the Merger, each issued and outstanding share of common stock of Old eFFECTOR was automatically cancelled and converted
into approximately 0.09657 shares of Common stock of the Issuer. Abingworth VI acquired 4,109,329 shares in the Merger and purchased 712,785
shares in the PIPE which closed concurrently with the Merger. In connection with the Merger, Abingworth received an earn-out right for
an aggregate of 605,338 shares of Common Stock. Each earn-out right represents a contingent right to receive one share of the Issuer's
Common Stock. The earn-out right vests upon the Issuer's Common Stock achieving a price per share which equals or exceeds $20.00 over
at least 20 trading days out of a 30 consecutive trading day period prior to August 26, 2023.
The Reporting Persons acquired the
securities reported herein for investment in the ordinary course of business because of their belief that the Issuer represents an attractive
investment based on the Issuer’s business prospects and strategy. The Reporting Persons reserve the right to acquire, or cause to
be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities at any time or to formulate
other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment
and trading policies of the Reporting Persons, market conditions or other factors.
Except as set forth herein, the
Reporting Persons do not have any plan or proposal that would relate to, or result in, any of the matters set forth under subsections
(a) through (j) of Item 4 of Schedule 13D. However, each of the Reporting Persons reserves the right to propose or participate in future
transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions
which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of
the Act. The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional shares of Common
Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Stock beneficially
owned by them (or any shares of Common Stock into which such securities are converted) in any manner permitted by law. The Reporting Persons
may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
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Item 5.
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Interest in Securities of the Issuer
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As of the date hereof, Abingworth
LLP as the investment manager of Abingworth VI may be deemed to beneficially own an aggregate of 4,822,114 shares of Common Stock of the
Issuer
held by Abingworth VI. This excludes an earn-out rights
for an aggregate of 605,338 shares of Common Stock. Each earn-out right represents a contingent right to receive one share of the
Issuer's Common Stock. The earn-out rights vest upon the Issuer's Common Stock achieving a price per share which equals or exceeds $20.00
over at least 20 trading days out of a 30 consecutive trading day period prior to August 26, 2023. As a result of the foregoing, Abingworth
LLP, as the investment manager of Abingworth VI, may be deemed to beneficially own 4,822,114 shares of Common Stock held by Abingworth
VI.
As a result of the foregoing, Abingworth
LLP, as the investment manager of Abingworth VI, may be deemed to beneficially own 4,822,114 shares of Common Stock held by Abingworth
VI. Thus, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Abingworth LLP may be deemed to beneficially
own 11.9% of the shares of Common Stock of the Issuer deemed issued and outstanding as of the Event Date.
The foregoing beneficial ownership
percentage is based upon 40,669,373 shares of Common Stock issued and outstanding as of the Event Date, based on information received
from the Issuer and other public information.
Except as described herein, during
the past sixty (60) days on or prior to August 25, 2021, there were no other purchases or sales of shares of Common Stock, or securities
convertible into or exchangeable for shares of Common Stock, by the Reporting Persons or any person or entity for which the Reporting
Persons possess voting or dispositive control over the securities thereof.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
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The information set forth in Items
3, 4 and 5 of this Statement is incorporated herein by reference.
Currently, Mr. Brian Gallagher,
a Partner of Abingworth LLP, serves on the Board of Directors of the Issuer. Mr. Gallagher, in his capacity as a director may be entitled
to receive cash compensation and equity compensation, including stock option or other equity awards, pursuant to the Issuer’s nonemployee
director compensation policy, in effect from time to time.
Registration Rights
Pursuant to the terms of an Amended
and Restated Registration Rights Agreement with the Issuer, dated August 25, 2021, certain holders of the Issuer’s Common Stock,
including Abingworth VI are entitled to have certain shares registered for resale, pursuant to Rule 415 under the Securities Act of 1933,
as amended.
The foregoing description of the
Amended and Restated Registration Rights Agreement is a summary only and is qualified in its entirety by the actual terms of the agreement,
which is incorporated herein by reference. See Item 7 “Material to be Filed as Exhibits.”
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Item 7.
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Material to be Filed as Exhibits
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The following exhibit
is incorporated into this Schedule 13D:
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Exhibit 1
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Joint Filing Agreement, dated September 3, 2021, signed by each of the Reporting Persons
in order to confirm that this Schedule 13D (and any amendments hereto) are being filed on behalf of each of the Reporting
Persons.
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Exhibit 2
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Agreement
and Plan of Merger dated as of May 26, 2021, by and among Locust Walk Acquisition Corp., Locust Walk Merger Sub, Inc. and eFFECTOR Therapeutics,
Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on August 31, 2021).
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Exhibit 3
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Amended
and Restated Registration Rights Agreement, dated August 25, 2021 (incorporated by reference to Exhibit 10.3 to the Issuer’s Form
8-K filed with the SEC on August 31, 2021).
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Signature
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.
Dated: September 3, 2021
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ABINGWORTH BIOVENTURES VI, LP
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By:
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Abingworth LLP, its Manager
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By:
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/s/ John Heard
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Name: John Heard
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Title: Authorized Signatory
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ABINGWORTH LLP
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By:
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/s/ John Heard
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Name: John Heard
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Title: Authorized Signatory
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Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).