Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 28, 2021, Locust Walk Acquisition Corp. (the "Company") received a
deficiency letter from the Nasdaq Capital Market ("Nasdaq") indicating that it
is not in compliance with Section 5250(c)(1) of the Nasdaq Rules and Regulations
as a result of its failure to timely file the Form 10-Q for the fiscal quarter
ended March 31, 2021 (the "Form 10-Q").
On April 12, 2021, the staff of the Securities and Exchange Commission ("SEC")
issued a public statement entitled "Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies
("SPACs")" (the "Statement"), which clarified guidance for all SPAC-related
companies regarding the accounting and reporting for their warrants. The
immediacy of the effective date of the new guidance set forth in the Statement
has resulted in a significant number of SPACs re-evaluating the accounting
treatment for their warrants with their professional advisors, including
auditors and other advisors responsible for assisting SPACs in the preparation
of financial statements. This, in turn, has resulted in the Company's delay in
preparing and finalizing its financial statements as of and for the quarter
ended March 31, 2021 and filing its Form 10-Q with the SEC by the prescribed
deadline.
Under the Nasdaq's rules, the Company had 60 calendar days from the date of the
deficiency letter to submit to Nasdaq a plan to regain compliance with the
Nasdaq Listing Rules. The Company filed its 10-Q for the quarter ended March 31,
2021 on June 3, 2021; accordingly, the Company believes that it is now in
compliance with all applicable Nasdaq listing rules.
As required by the Nasdaq rules, on June 3, 2021, the Company issued a press
release regarding the matters described in this Item 3.01. A copy of the press
release is included as Exhibit 99.1 to this Current Report and incorporated
herein by reference.
Item 8.01 Other Events.
The disclosure set forth under Item 3.01 of this report is incorporated herein
by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws. These forward-looking
statements generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. These forward-looking statements are subject
to a number of risks, uncertainties and assumptions. The above statements
regarding the impact of the Statement on the Company's financial performance, as
well as the statements below regarding the Merger (as defined below) and the
transactions contemplated thereby, constitute forward-looking statements that
are based on the Company's current expectations. Because forward-looking
statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified and some of which are beyond the Company's
control, you should not rely on these forward-looking statements as predictions
of future events, and you should carefully consider the risks and uncertainties
described in the "Risk Factors" section of the Company's Annual Report on Form
10-K for the year ended December 31, 2020 filed with SEC on March 29, 2021, the
registration statement on Form S-4 discussed below and other documents filed by
the Company from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual events and
results to differ materially from those contained in the forward-looking
statements, including the risk that the conditions under the Merger Agreement
(as defined below) are not satisfied. Forward-looking statements speak only as
of the date they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and except as required by law. The Company assumes
no obligation and does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
Important Information for Investors and Stockholders
On May 26, 2021, the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Locust Walk Merger Sub, Inc., a wholly owned subsidiary
of the Company ("Merger Sub"), and eFFECTOR Therapeutics, Inc. ("eFFECTOR"),
pursuant to which the eFFECTOR will merge with and into Merger Sub, with
eFFECTOR continuing as the surviving entity (the "Merger").
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This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. In connection with the Merger Agreement, the
Company intends to file a registration statement on Form S-4 with the SEC, which
will include a document that serves as a prospectus and proxy statement of the
Company, referred to as a proxy statement/prospectus. The proxy
statement/prospectus will be sent to all of the Company's stockholders. The
Company also will file other documents regarding the Merger Agreement and the
transactions contemplated thereby (the "Transactions") with the SEC. Before
making any voting decision, investors and security holders of the Company are
urged to carefully read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC in connection with the Transactions as they become available
because they will contain important information about the Transactions,
including the terms of the Transactions, the parties involved and the risks
associated with the Transactions.
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by the Company through the
website maintained by the SEC at www.sec.gov or by directing a request to:
Locust Walk Acquisition Corp., 200 Clarendon Street, 51st Floor, Boston, MA
02116, Attention: Chris Ehrlich.
Participants in the Solicitation
The Company and eFFECTOR and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
Company's stockholders in connection with the Transactions. A list of the names
of the directors and executive officers of the Company and information regarding
their interests in the Merger will be contained in the proxy
statement/prospectus when available. You may obtain free copies of these
documents as described in the preceding paragraph.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of any securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Press release, dated June 3, 2021.
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