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 1321, 2024

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.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

142 North Cedros Avenue, Suite B

Solana Beach, California

92075

(Address of principal executive offices)

(Zip Code)

(~~858~~508) ~~925~~543-~~8215~~1720

(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~~TradingSymbol(s)	Name of each ~~exchange~~exchangeon 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 52.0305 ~~Amendments~~Costs toAssociated ~~Articles~~with ofExit ~~Incorporation~~or ofDisposal ~~Bylaws; Change in Fiscal Year~~Activities.

On June 1324, 2024, eFFECTOR Therapeutics, Inc. (the “Company”) ~~held~~announced ~~its~~it ~~2024~~had ~~Annual~~terminated ~~Meeting~~its ofemployees ~~Stockholders~~in ~~(the~~connection ~~“2024~~with ~~Annual Meeting”). At~~ the ~~2024~~planned ~~Annual~~wind ~~Meeting,~~down ~~as described below under Item 5.07, the stockholders~~ of the Company ~~approved an amendment to the Company~~’s ~~Amended~~operations. ~~and~~The ~~Restated~~Company ~~Certificate~~expects ~~of Incorporation,~~ to ~~increase~~incur ~~the~~one-time ~~authorized~~charges ~~number~~and ofcash ~~shares~~expenditures ofassociated ~~common~~with ~~stock from 40,000,000 to 80,000,000 (~~the ~~“Amendment”).~~workforce ~~The~~reduction ~~Amendment became effective upon the Company’s filing~~ of aapproximately ~~Certificate~~$0.6 million, ofprimarily ~~Amendment~~related to ~~the~~employee ~~Amended~~wages and ~~Restated~~severance ~~Certificate of Incorporation with the Secretary of State of Delaware on June 14~~payments, ~~2024~~benefits ~~(“Certificate~~and ofrelated ~~Amendment”)~~termination costs. The ~~foregoing~~Company ~~description~~expects ofthat ~~the~~these ~~Amendment~~charges isand ~~qualified~~costs inwill ~~its~~be ~~entirety~~incurred byduring ~~reference to~~ the ~~full~~quarter ~~text~~ended ~~of the Certificate of Amendment~~June 30, ~~a copy of which is attached as Exhibit 3~~2024.1 ~~hereto and is incorporated by reference herein.~~

~~Item~~The ~~5.07~~estimates ~~Submission~~ of ~~Matters~~charges, costs and expenses that the Company expects to incur in connection with the workforce reduction are subject to a ~~Vote~~number of ~~Security~~assumptions ~~Holders~~and actual results may differ materially from estimates.

~~The~~Item ~~following~~5.02 isDeparture ~~a brief description~~ of ~~each~~Directors ~~matter~~or ~~voted~~Certain ~~upon~~Officers; atElection ~~the 2024 Annual Meeting and the number~~ of ~~votes~~Directors; ~~cast~~Appointment ~~for, withheld or against, the number~~ of ~~abstentions~~Certain ~~and~~Officers; ~~the~~Compensatory ~~number~~Arrangements of ~~broker~~Certain ~~non-votes with respect to each matter, as applicable~~Officers.

1.Resignation ~~The election~~ of ~~two~~Directors ~~directors to serve as Class III directors for a three-year term to expire at the 2027 Annual Meeting of Stockholders. The following two Class III directors were elected by the votes indicated:~~

	For		Withheld		Broker Non-Votes
Elizabeth P. Bhatt		1,410,283		68,286		1,195,973
Barbara Klencke, M.D.		1,385,786		92,783		1,195,973

On June 21, 2024, in connection with the planned wind down of the Company’s operations, Brian M. Gallagher, Jr., Ph.D., Elizabeth P. Bhatt, Chris Ehrlich, Kristen Harrington-Smith, Barbara Klencke, M.D., Caroline Loewy and Stephen T. Worland, Ph.D., each notified the Company of their respective resignations as members of the board of directors (the “Board”) of the Company and all committees thereof. None of these resignations resulted from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

2.Departure ~~The ratification~~ of ~~the~~Officers ~~appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The appointment was ratified by the votes indicated:~~

For		Against		Abstain		Broker Non-Votes
2,586,396		76,520		11,626		—

On June 21, 2024, Stephen T. Worland, Ph.D., President and CEO, Michael Byrnes, Chief Financial Officer and Secretary, and Douglas Warner, M.D., Chief Medical Officer, ceased serving in their respective officer positions.

3.Appointment ~~The approval~~ of anDirector ~~amendment to the Company’s Amended~~ and ~~Restated~~Officer ~~Certificate of Incorporation to increase the authorized number of shares of common stock from 40,000,000 to 80,000,000. The proposal was approved by the votes indicated:~~

For		Against		Abstain		Broker Non-Votes
1,972,682		678,077		23,782		1

On June 21, 2024, the Board appointed Craig R. Jalbert, age 62, as the Company’s CEO, President, Treasurer and Secretary, and sole member of the Board. Mr. Jalbert will also serve as the Company’s principal executive officer, and as its principal financial officer and principal accounting officer. Mr. Jalbert’s term as director shall expire upon the election and qualification of his successor. Mr. Jalbert has not been appointed to any committee of the Board and as of the date hereof is not expected to be appointed to any committee of the Board.

~~Item~~Mr. Jalbert 9has served as a principal of the Foxborough, Massachusetts accounting firm of Verdolino & Lowey, P.01C. ~~Financial~~since ~~Statements~~1987. For over 30 years he has focused his practice in distressed businesses and ~~Exhibits~~has served, and continues to serve, in the capacities of officer and director for numerous firms in their wind-down phases.

In connection with his appointment as an officer and director of the Company, Mr. Jalbert will be compensated in the amount of $50,000 per year for a period of three years thereafter. Mr. Jalbert was appointed to the Board and as an officer of the Company pursuant to an engagement letter with the Company, executed on June 21, 2024, to assist the Company in developing a plan of wind down of the Company’s business affairs. There are no family relationships between Mr. Jalbert and any director or executive officer of the Company, and Mr. Jalbert has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01

Other Matters.

On June 24, 2024, the Company issued a press release announcing its plans to wind down its operations, seek strategic alternatives and delist from Nasdaq, which is attached as Exhibit 99.1 to this current report and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
Exhibit No.		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 14, 2024
99.1		Press release, issued June 24, 2024
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.

	eFFECTOR Therapeutics, Inc.
Date: June 14, 2024	By:	/s/ Michael Byrnes
Date: June 24, 2024	By:	/s/ Craig Jalbert
	Name:	~~Michael~~Craig ~~Byrnes~~Jalbert
	Title:	Chief ~~Financial~~Executive Officer

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