ContraFect Corporation (NASDAQ:CFRX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Definitive Material Agreement.

The descriptions of the Warrant and the Warrant Agreement set forth below are incorporated by reference herein.

Item 1.01. Other Events.

On July20, 2017, ContraFect Corporation (the “Company” or “ContraFect”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Jaffray& Co., as representative of the underwriters named therein (collectively, the “Underwriters”), relating to the offering, issuance and sale (the “Offering”) of 32,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and warrants to purchase up to 16,000,000 shares of Common Stock (the “Warrants”). The Warrants will be exercisable immediately upon their initial issuance date at an exercise price of $1.55 for each whole share and will expire five years from the date of issuance. The shares of Common Stock and the Warrants are immediately separable. The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants will be subject to adjustment in the event of stock dividends, stock splits or similar events affecting the Common Stock. The Company does not intend to list the warrants on any securities exchange or automated quotation system.

The public offering price in the Offering was $1.25 per Share and accompanying Warrant. The Underwriters have agreed to purchase the Shares and Warrants from the Company to the Underwriting Agreement at a price of $1.1687 per Share and accompanying Warrant. The net proceeds to the Company from the Offering are expected to be approximately $36.9 million, assuming no exercise of the Warrants, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering closed on July25, 2017.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The Company intends to use the net proceeds of the Offering to fund the Phase 2 clinical trial of CF-301 in complicated bacteremia, including endocarditis, the advancement of the Company’s portfolio, including CF-404 and lysins to gram-negative bacteria, and for working capital and general corporate purposes.

The Offering is being made to the Company’s effective shelf registration statement on Form S-3 (Registration Statement No.333-217989) previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) and a prospectus supplement and accompanying prospectus filed with the SEC.

Upon closing of the Offering, the Company entered into a warrant agreement (the “Warrant Agreement”) with American Stock Transfer& Trust Company, LLC (the “Transfer Agent”), to which the Warrants were issued with the Transfer Agent acting as warrant agent, registrar and transfer agent for the Warrants. The terms and conditions of the Warrants are set forth in the Warrant Agreement and the form of Warrant Certificate attached as Exhibit A thereto.

The foregoing descriptions of the Underwriting Agreement, the Warrant Agreement and the Warrants are not complete and are qualified in their entireties by reference to the full text of the Underwriting Agreement, the Form of Warrant Agreement and Form of Warrant Certificate, copies of which are filed as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2 respectively, to this report and are incorporated by reference herein. A copy of the opinion of Latham& Watkins LLP relating to the legality of the issuance and sale of the Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants is attached as Exhibit 5.1 to this report.

Forward-Looking Statements

This current report contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential,” “promise” or similar references to future periods. Examples of forward-looking statements in this current report include, without limitation, statements regarding the Company’s intent not to list the warrants on a securities exchange or automated quotation system; and the anticipated amount of net proceeds from the Offering and the intended use of such proceeds. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation: the Company may list the warrants on a securities exchange or automated quotation system; the amount of and use of net proceeds from the Offering may differ from the Company’s current expectations; the Company has incurred significant losses since its inception and may never achieve profitability; the Company’s recurring losses from operations could raise substantial doubt regarding its ability to continue as a going concern; the Company has no product revenues; the Company’s short operating history; the Company’s need for substantial additional funding; the Company may be required to suspend or discontinue clinical trials due to adverse side effects or other safety risks; clinical trials of the Company’s product candidates are subject to delays, which could result in increased costs and jeopardize its ability to obtain regulatory approval and commence product sales as currently contemplated; the Company’s ability to attract and retain qualified personnel, and changes in management; difficulties in managing the Company’s growth; and the important factors described under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May8, 2017 and its other filings with the SEC for the Offering. Any forward-looking statement made by the Company in this current report is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits

2

CONTRAFECT Corp Exhibit
EX-1.1 2 d426836dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION DRAFT 32,…
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