Filing Details

Accession Number:
0001104659-24-010616
Form Type:
13G Filing
Publication Date:
2024-02-04 19:00:00
Filed By:
Altitude Life Science Ventures Fund Ii, L.p.
Company:
Effector Therapeutics Inc.
Filing Date:
2024-02-05
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Altitude Life Science Ventures Fund II 0 1,413,175 0 1,413,175 1,413,175 2.2%
Altitude Life Science Ventures Side Fund II 0 1,413,175 0 1,413,175 1,413,175 2.2%
Altitude Life Science Ventures II 0 2,826,350 0 2,826,350 2,826,350 4.4%
David Maki 0 2,826,350 0 2,826,350 2,826,350 4.4%
Filing
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

eFFECTOR Therapeutics, Inc.

(Name of Issuer)

 

Common stock, $0.0001 par value per share

(Title of Class of Securities)

 

28202V108

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨

 

x

 

¨

Rule 13d-1(b)

 

Rule 13d-1(c)

 

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)

2.2% (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 64,622,519 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2023.

 

2

 

 

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)

2.2% (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 64,622,519 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023.

 

3

 

 

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)

4.4% (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 64,622,519 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023.

 

4

 

 

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)

4.4% (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 64,622,519 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023.

 

5

 

 

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

  (c)

Citizenship

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

 

6

 

 

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 December 31, 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    2.2%
Altitude II SF (2)   1,413,175    0    1,413,175    0    1,413,175    1,413,175    2.2%
Altitude II GP (1) (2)   0    0    2,826,350    0    2,826,350    2,826,350    4.4%
Maki (1) (2)   0    0    2,826,350    0    2,826,350    2,826,350    4.4%

 

  (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 64,622,519 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023.

 

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   x
 
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.
                   

7

 

 

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: February 5, 2024  
   
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).

 

8

 

 

Exhibit(s):

 

AJoint Filing Agreement

 

 

 

 

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: February 5, 2024  
   
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