ContraFect Corporation (NASDAQ:CFRX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.
On December 9, 2019, ContraFect Corporation (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Pfizer Inc. (“Pfizer”), to which the Company, in a private placement transaction (the “Private Placement”), agreed to issue and sell to Pfizer an aggregate of $3.0 million of shares (the “Private Shares”) of common stock, par value $0.0001 per share, at a purchase price equal to the price per share to be offered to the public in a concurrent public offering of common stock (which public offering is described in Item 8.01 of this Current Report on Form 8-K). In addition, to the Stock Purchase Agreement, Pfizer agreed, subject to certain limited exceptions, not to transfer the Private Shares for a period of nine months following the date of the closing of the Private Placement.
On December 12, the Company announced the closing of the Private Placement concurrently with the closing of the public offering. In accordance with the Stock Purchase Agreement, at the closing, the Company issued and sold 11,111,111 shares of common stock to Pfizer, at a purchase price of $0.27 per share, for aggregate gross proceeds of $3.0 million.
The Private Placement was exempt from registration to Section 4(a)(2) of the Securities Act of 1933, as amended, and corresponding provisions of state securities or “blue sky” laws, as a transaction by an issuer not involving a public offering. The investor represented that it was acquiring the Private Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Private Shares have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Appropriate legends have been affixed to the securities issued in this transaction.
The representations, warranties and covenants contained in the Stock Purchase Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Stock Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Stock Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 8.01. Other Events.
On December 10, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC (the “Underwriter”), relating to the offering, issuance and sale (the “Public Offering”) of 37,150,000 shares (the “Public Shares”) of the Company’s common stock. The public offering price in the Public Offering was $0.27 per share. The Underwriter has agreed to purchase the Public Shares from the Company to the Underwriting Agreement at a price of $0.2538 per share. The net proceeds to the Company from the Public Offering are expected to be approximately $9.1 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
On December 12, the Company announced the closing of the Public Offering concurrently with the closing of the Private Placement.
