Attached files
file | filename |
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EX-3.1 - EX-3.1 - CONTRAFECT Corp | d92407dex31.htm |
EX-3.2 - EX-3.2 - CONTRAFECT Corp | d92407dex32.htm |
EX-4.5.2 - EX-4.5.2 - CONTRAFECT Corp | d92407dex452.htm |
EX-4.5.1 - EX-4.5.1 - CONTRAFECT Corp | d92407dex451.htm |
EX-5.2 - EX-5.2 - CONTRAFECT Corp | d92407dex52.htm |
EX-4.12 - EX-4.12 - CONTRAFECT Corp | d92407dex412.htm |
EX-4.14 - EX-4.14 - CONTRAFECT Corp | d92407dex414.htm |
EX-4.13 - EX-4.13 - CONTRAFECT Corp | d92407dex413.htm |
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): October 27, 2015
ContraFect Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-36577 | 39-2072586 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
28 Wells Avenue, Third Floor Yonkers, New York |
10701 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (914) 207-2300
Not Applicable
(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)) |
Item 8.01 | Other Events. |
ContraFect Corporation (the Company) filed a Registration Statement on Form S-3 (Registration No. 333-206786) (the Registration Statement) with the Securities and Exchange Commission (the SEC) on September 4, 2015. The Companys prospectus supplement, dated October 27, 2015, to the prospectus included in the Registration Statement relates to (i) 6,114,013 Class B warrants (the Class B Warrants) to purchase one-half share of the Companys common stock, par value $0.0001 per share (the Common Stock), originally issued on July 28, 2014, (ii) 6,880,333 shares of Common Stock issuable upon the exercise of 6,880,333 Class A warrants to purchase one share of common stock originally issued on July 28, 2014, (iii) 3,057,007 shares of Common Stock issuable upon the exercise of the Class B Warrants and (iv) 206,410 shares of Common Stock issuable upon the exercise of the Representatives warrant (the Representatives Warrant) originally issued on August 27, 2014. The Class B Warrants, 6,880,333 shares of Common Stock issuable upon exercise of the Class A Warrants, 3,057,007 shares of Common Stock issuable upon exercise of the Class B Warrants and 206,410 shares of Common Stock issuable upon the exercise of the Representatives Warrant are referred to herein collectively as the Offered Securities.
The Class A Warrant Agreement and the Class B Warrant Agreement, each dated as of July 28, 2014, by and between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent, are filed with this Current Report on Form 8-K as Exhibits 4.5.1 and 4.5.2, respectively, and the specimen Class A Warrant Certificate and specimen Class B Warrant Certificate are filed with this Current Report on Form 8-K as Exhibits 4.12 and 4.13, respectively. The Representatives Warrant dated August 27, 2014 is filed with this Current Report on Form 8-K as Exhibit 4.14.
Shearman & Sterling LLP, counsel to the Company, has issued an opinion regarding the validity of the Offered Securities, a copy of which is filed as Exhibit 5.2 to this Current Report on Form 8-K.
The Amended and Restated Certificate of Incorporation of the Company is filed as Exhibit 3.1 to this Current Report on Form 8-K.
The Second Amended and Restated Bylaws of the Company are filed as Exhibit 3.2 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
3.1 | Amended and Restated Certificate of Incorporation of the Company | |
3.2 | Second Amended and Restated Bylaws of the Company | |
4.5.1 | Class A Warrant Agreement, dated as of July 28, 2014, by and between the Company and American Stock Transfer & Trust Company, LLC | |
4.5.2 | Class B Warrant Agreement, dated as of July 28, 2014, by and between the Company and American Stock Transfer & Trust Company, LLC | |
4.12 | Specimen Class A Warrant Certificate | |
4.13 | Specimen Class B Warrant Certificate | |
4.14 | Representatives Warrant, dated August 27, 2014 | |
5.2 | Opinion of Shearman & Sterling LLP | |
23.3 | Consent of Shearman & Sterling LLP (contained in Exhibit 5.2) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
CONTRAFECT CORPORATION | ||||||
Date: October 28, 2015 | By: | /s/ Julia P. Gregory | ||||
Name: Julia P. Gregory | ||||||
Title: Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No. |
Description | |
3.1 | Amended and Restated Certificate of Incorporation of the Company | |
3.2 | Second Amended and Restated Bylaws of the Company | |
4.5.1 | Class A Warrant Agreement, dated as of July 28, 2014, by and between the Company and American Stock Transfer & Trust Company, LLC | |
4.5.2 | Class B Warrant Agreement, dated as of July 28, 2014, by and between the Company and American Stock Transfer & Trust Company, LLC | |
4.12 | Specimen Class A Warrant Certificate | |
4.13 | Specimen Class B Warrant Certificate | |
4.14 | Representatives Warrant, dated August 27, 2014 | |
5.2 | Opinion of Shearman & Sterling LLP | |
23.3 | Consent of Shearman & Sterling LLP (contained in Exhibit 5.2) |
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