eFFECTOR Therapeutics, Inc. entered into a Letter of intent to acquire Locust Walk Acquisition Corp. (NasdaqCM:LWAC) for approximately $380 million in a reverse merger transaction on March 29, 2021. eFFECTOR Therapeutics, Inc. entered into a definitive agreement to acquire Locust Walk Acquisition Corp. (NasdaqCM:LWAC) for approximately $380 million in a reverse merger transaction on May 26, 2021. The consideration will be 34 million LWAC shares which will be issued to eFFECTOR based on an exchange ratio wherein eFFECTOR Common Stock will be exchanged for LWAC shares plus the maximum additional 5,000,000 earn-out shares of Common Stock that may be paid in certain circumstances in accordance with the terms of the Merger Agreement. eFFECTOR Common Stock and eFFECTOR Stock Options will be entitled to receive their pro rata share of up to 5 million additional shares of LWAC Common Stock if, within a two-year period following the closing, the closing share price of LWAC Common Stock equals or exceeds $20 over at least 20 trading days within a 30-day trading period. Upon the closing of the business combination, and assuming no redemptions of shares of LWAC by its public stockholders, eFFECTOR would be expected to have cash resources of approximately $210 million (less any redemptions), and a total enterprise valuation of $419 million. eFFECTOR shareholders will maintain a proforma 54% shareholding of the combined entity. The transaction includes up to $175 million in trust at LWAC (less any redemptions by existing LWAC stockholders) and a concurrent, fully committed $60 million PIPE financing of common stock issued at $10 per share from new and existing leading healthcare investors including founding Series A investors Abingworth, SR One, The Column Group and U.S. Venture Partners, as well as Altitude Life Science Ventures, Sectoral Asset Management, Pfizer Ventures, Alexandria Venture Investments, BioMed Ventures and Osage University Partners. The gross proceeds expected to include $60 million from a committed PIPE and up to $175 million held in trust are expected to provide eFFECTOR with the capital to further develop its pipeline, advancing it through multiple clinical milestones. The combined company will be named eFFECTOR Therapeutics, Inc. and the combined company's common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol “EFTR”.

The following persons are anticipated to be the executive officers and directors of the Combined Company: Stephen T. Worland, President, Chief Executive Officer and Director; Michael Byrnes, Chief Financial Officer; Alana B. McNulty, Chief Business Officer; Premal Patel, Chief Medical Officer; Chris Ehrlich, Director; Brian M. Gallagher, Jr., Director; Laurence Lasky, Director; Jonathan D. Root, Director John W. Smither, Director.

The closing of the transaction is subject to approval of LWAC and eFFECTOR shareholders, and all waiting periods under the HSR Act shall have expired or terminated, the Registration Statement shall have become declared effective, LWAC shall have at least $5,000,001 of net tangible assets, LWAC shares to be issued shall be listed or have been approved for listing on Nasdaq, the private placement shall have been consummated, the Directors and Executive officers of LWAC shall have been removed from their respective positions or tendered their irrevocable resignations, the amount of Closing LWAC cash should be equal to or exceeding $100 million and the satisfaction or waiver of certain other customary closing conditions. The Boards of Directors of both eFFECTOR and LWAC have unanimously approved the proposed transaction. The meeting of the shareholders is scheduled on Locust Walk Acquisition on August 24, 2021. The shareholders of Locust Walk Acquisition approved the transaction on August 24, 2021. The transaction closing is expected to occur in the third quarter of 2021.

Credit Suisse Securities (USA) LLC and Stifel acted as lead PIPE placement agents; and Credit Suisse Securities (USA) LLC acted as capital markets advisor and financial advisor to eFFECTOR. Locust Walk Partners LLC acted as financial advisor; and Locust Walk Securities acted as PIPE placement agent. Matt Bush, Ryan Maierson, Cheston Larson, Anthony Gostanian, Holly Bauer, Sam Weiner, Ben Haas, Betty Pang, Heather Deixler, Christopher Hazuka, Jason Cruise and Joseph Simei of Latham & Watkins LLP acted as legal advisor to eFFECTOR. Cantor Fitzgerald acted as the lead capital markets advisor to LWAC. JMP Securities and Mizuho Securities acted as capital markets advisors to LWAC. William Hicks, Scott M. Stanton and Marc Mantell of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C acted as legal advisor to LWAC. Okapi Partners LLC acted as an information agent and Continental Stock Transfer & Trust Company acted as Transfer agent for Locust.

eFFECTOR Therapeutics, Inc. completed the acquisition of Locust Walk Acquisition Corp. (NasdaqCM:LWAC) in a reverse merger transaction on August 25, 2021.