Statement of Ownership (sc 13g)
08 March 2023 - 9:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
eFFECTOR Therapeutics, Inc.
(Name of Issuer)
Common stock, $0.0001 par value per share
(Title of Class of
Securities)
28202V108
(CUSIP Number)
August 25, 2021
(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) |
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|
|
|
¨ |
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. 28202V108 |
1. |
Names
of Reporting Persons
Altitude Life Science Ventures Fund II, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x (1) |
3. |
SEC Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
1,413,175 shares (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
1,413,175 shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,413,175 shares (2) |
10. |
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
3.4% (3) |
12. |
Type
of Reporting Person (See Instructions)
PN |
|
|
|
|
|
| (1) | This Schedule 13G is filed by Altitude Life
Science Ventures Fund II, L.P. (“Altitude II”), Altitude Life Science Ventures
Side Fund II, L.P. (“Altitude II SF”), Altitude Life Science Ventures II, LLC
(“Altitude GP”) and David Maki (“Maki” and, with Altitude II, Altitude
II SF and Altitude GP, collectively, the “Reporting Persons”). The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule
13G. |
| (2) | The shares are directly held by Altitude
II. Altitude II GP serves as sole general partner of Altitude II and Maki is the managing
member of Altitude II GP. Each of Altitude II GP and Maki shares voting and dispositive power
over the shares held by Altitude II. The foregoing amount does not include 178,703 shares
of Common Stock potentially issuable to Altitude II upon the satisfaction of certain earn-out
conditions. |
| (3) | This percentage is calculated based upon
41,893,140 shares of Common Stock outstanding as of October 31, 2022, as reported in
the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission (the “SEC”) on November 7, 2022. |
CUSIP No. 28202V108 |
1. |
Names
of Reporting Persons
Altitude Life Science Ventures Side Fund II, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x (1) |
3. |
SEC Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
1,413,175 shares (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
1,413,175 shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,413,175 shares (2) |
10. |
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
3.4% (3) |
12. |
Type
of Reporting Person (See Instructions)
PN |
|
|
|
|
|
| (1) | This Schedule 13G is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13G. |
| (2) | The shares are directly held by Altitude
II SF. Altitude II GP serves as sole general partner of Altitude II SF and Maki is the managing
member of Altitude II GP. Each of Altitude II GP and Maki shares voting and dispositive power
over the shares held by Altitude II SF. The foregoing amount does not include 178,703 shares
of Common Stock potentially issuable to Altitude II SF upon the satisfaction of certain earn-out
conditions. |
| (3) | This percentage is calculated based upon
41,893,140 shares of Common Stock outstanding as of October 31, 2022, as reported in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7,
2022. |
CUSIP No. 28202V108 |
1. |
Names
of Reporting Persons
Altitude Life Science Ventures II, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x (1) |
3. |
SEC Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
2,826,350 shares (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
2,826,350 shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,826,350 shares (2) |
10. |
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
6.7% (3) |
12. |
Type
of Reporting Person (See Instructions)
OO |
|
|
|
|
|
| (1) | This Schedule 13G is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13G. |
| (2) | Includes 1,413,175 shares of Common Stock
that are directly held by Altitude II and 1,413,175 shares of Common Stock that are directly
held by Altitude II SF. Altitude II GP serves as sole general partner of Altitude II and
Altitude II SF, and Maki is the managing member of Altitude II GP. Each of Altitude II GP
and Maki shares voting and dispositive power over the shares held by Altitude II and Altitude
II SF. The foregoing amount does not include 178,703 shares of Common Stock potentially issuable
to Altitude II and 178,703 shares of Common Stock potentially issuable to Altitude II SF
upon the satisfaction of certain earn-out conditions. |
| (3) | This percentage is calculated based upon
41,893,140 shares of Common Stock outstanding as of October 31, 2022, as reported in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7,
2022. |
CUSIP No. 28202V108 |
1. |
Names
of Reporting Persons
David Maki |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x (1) |
3. |
SEC Use Only |
4. |
Citizenship
or Place of Organization
United States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
2,826,350 shares (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
2,826,350 shares (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,826,350 shares (2) |
10. |
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
6.7% (3) |
12. |
Type
of Reporting Person (See Instructions)
IN |
|
|
|
|
|
| (1) | This Schedule 13G is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13G. |
| (2) | Includes 1,413,175 shares of Common Stock
that are directly held by Altitude II and 1,413,175 shares of Common Stock that are directly
held by Altitude II SF. Altitude II GP serves as sole general partner of Altitude II and
Altitude II SF, and Maki is the managing member of Altitude II GP. Each of Altitude II GP
and Maki shares voting and dispositive power over the shares held by Altitude II and Altitude
II SF. The foregoing amount does not include 178,703 shares of Common Stock potentially issuable
to Altitude II and 178,703 shares of Common Stock potentially issuable to Altitude II SF
upon the satisfaction of certain earn-out conditions. |
| (3) | This percentage is calculated based upon
41,893,140 shares of Common Stock outstanding as of October 31, 2022, as reported in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7,
2022. |
Item 1.
|
(a) |
Name
of Issuer |
|
|
eFFECTOR Therapeutics, Inc. |
|
(b) |
Address
of Issuer’s Principal Executive Offices |
|
|
142 North Cedros Avenue, Suite B |
|
|
Solana Beach, CA 92075 |
Item 2.
|
(a) |
Name of Person Filing Altitude Life Science Ventures Fund II, L.P. (“Altitude II”) |
|
|
Altitude Life Science Ventures Side Fund II, L.P. (“Altitude II SF”) |
|
|
Altitude Life Science Ventures II, LLC (“Altitude GP”) |
|
|
David Maki (“Maki”) |
|
(b) |
Address of Principal Business Office or, if none, Residence |
|
|
1014 Market Street, Suite 200, Kirkland, WA 98074 |
|
Entities: |
Altitude II |
- |
Delaware |
|
|
Altitude II SF |
- |
Delaware |
|
|
Altitude II GP |
- |
Delaware |
|
|
|
|
|
|
Individuals: |
Maki |
- |
United States |
|
(d) |
Title
of Class of Securities |
|
|
Common stock, $0.0001 par value per share (“Common Stock”) |
|
(e) |
CUSIP
Number |
|
|
28202V108 |
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a: |
|
|
|
Not applicable |
Item 4. |
Ownership |
|
|
|
The following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1 is provided as of March 7, 2023: |
Reporting Persons | |
Shares Held
Directly | | |
Sole
Voting
Power | | |
Shared
Voting
Power | | |
Sole
Dispositive
Power | | |
Shared
Dispositive
Power | | |
Beneficial
Ownership | | |
Percentage
of Class (3) | |
Altitude II (1) | |
| 1,413,175 | | |
| 0 | | |
| 1,413,175 | | |
| 0 | | |
| 1,413,175 | | |
| 1,413,175 | | |
| 3.4 | % |
Altitude II SF (2) | |
| 1,413,175 | | |
| 0 | | |
| 1,413,175 | | |
| 0 | | |
| 1,413,175 | | |
| 1,413,175 | | |
| 3.4 | % |
Altitude II GP (1) (2) | |
| 0 | | |
| 0 | | |
| 2,826,350 | | |
| 0 | | |
| 2,826,350 | | |
| 2,826,350 | | |
| 6.7 | % |
Maki (1) (2) | |
| 0 | | |
| 0 | | |
| 2,826,350 | | |
| 0 | | |
| 2,826,350 | | |
| 2,826,350 | | |
| 6.7 | % |
|
(1) | Includes 1,413,175 shares of Common Stock that are directly
held by Altitude II. Altitude II GP serves as sole general partner of Altitude II and Maki is the managing member of Altitude II GP.
Each of Altitude II GP and Maki shares voting and dispositive power over the shares held by Altitude II. The foregoing amount does not
include 178,703 shares of Common Stock potentially issuable to Altitude II upon the satisfaction of certain earn-out conditions. |
|
(2) | Includes 1,413,175 shares of Common Stock that are directly
held by Altitude II SF. Altitude II GP serves as sole general partner of Altitude II SF and Maki is the managing member of Altitude II
GP. Each of Altitude II GP and Maki shares voting and dispositive power over the shares held by Altitude II SF. The foregoing amount
does not include 178,703 shares of Common Stock potentially issuable to Altitude II SF upon the satisfaction of certain earn-out conditions. |
|
(3) | This percentage is calculated based upon 41,893,140 shares of
Common Stock outstanding as of October 31, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with
the SEC on November 7, 2022. |
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 five 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 such purpose or effect. |
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: March 7, 2023
Altitude Life Science Ventures Fund II, L.P. |
|
|
|
By: |
Altitude Life Science Ventures II, LLC |
|
its |
General Partner |
|
|
|
By: |
/s/ David Maki |
|
|
Name: David Maki |
|
|
Title: Managing Member |
|
|
|
Altitude Life Science Ventures Side Fund II, L.P. |
|
|
|
By: |
Altitude Life Science Ventures II, LLC |
|
its |
General Partner |
|
|
|
By: |
/s/ David Maki |
|
|
Name: David Maki |
|
|
Title: Managing Member |
|
|
|
Altitude Life Science Ventures II, LLC |
|
|
|
By: |
/s/ David Maki |
|
|
Name: David Maki |
|
|
Title: Managing Member |
|
/s/ David Maki |
|
David Maki |
|
|
ATTENTION |
|
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
Exhibit(s):
EXHIBIT A
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached
Schedule 13G (or any amendments thereto) relating to the Common Stock of eFFECTOR Therapeutics, Inc. is filed on behalf of each
of us.
Dated: March 7, 2023
Altitude Life Science Ventures Fund II, L.P. |
|
|
|
By: |
Altitude Life Science Ventures II, LLC |
|
its |
General Partner |
|
|
|
By: |
/s/ David Maki |
|
|
Name: David Maki |
|
|
Title: Managing Member |
|
|
|
Altitude Life Science Ventures Side Fund II, L.P. |
|
|
|
By: |
Altitude Life Science Ventures II, LLC |
|
its |
General Partner |
|
|
|
By: |
/s/ David Maki |
|
|
Name: David Maki |
|
|
Title: Managing Member |
|
|
|
Altitude Life Science Ventures II, LLC |
|
|
|
By: |
/s/ David Maki |
|
|
Name: David Maki |
|
|
Title: Managing Member |
|
/s/ David Maki |
|
David Maki |
|
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