Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 22, 2023

eFFECTOR Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39866

85-3306396

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

142 North Cedros Avenue, Suite B

Solana Beach, California

92075

(Address of principal executive offices)

(Zip Code)

(858) 925-8215

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	EFTR	Nasdaq Capital Market
Warrants to purchase common stock	EFTRW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03

Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.

On June 22, 2023, eFFECTOR Therapeutics, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, to eliminate the personal liability of the Company’s officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by Delaware General Corporation Law (the “Amendment”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on June 23, 2023 (“Certificate of Amendment”). The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The following is a brief description of each matter voted upon at the 2023 Annual Meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

The election of two directors to serve as Class II directors for a three-year term to expire at the 2026 Annual Meeting of Stockholders. The following two Class II directors were elected by the votes indicated:


	For		Withheld		Broker Non-Votes
Brian M. Gallagher, Jr., Ph.D.		22,236,484		78,863		3,910,190
Chris Ehrlich		22,080,109		235,238		3,910,190
John W. Smither		22,177,889		137,458		3,910,190

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The appointment was ratified by the votes indicated:


For	Against	Abstain	Broker Non-Votes
26,027,327	194,404	3,806	—

The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions to permit exculpation of certain officers. The proposal was approved by the votes indicated:


For	Against	Abstain	Broker Non-Votes
22,132,333	129,561	53,453	3,910,190

The approval of the proposal to grant the Board of Directors authority to effect a reverse stock split of the Company’s outstanding common stock by amending the Company’s Amended and Restated Certificate of Incorporation within one year and within a range of not less than one-for-five and not more than one-for-thirty. The proposal was approved by the votes indicated:


For	Against	Abstain	Broker Non-Votes
25,171,187	1,015,950	38,400	—

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 23, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.