UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, DC 20549

SCHEDULE 14A

(RuleRULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CONTRAFECT CORPORATION

(Name of Registrant as Specified in itsIn Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than thethan Registrant)

Payment of Filing Fee (Check the appropriate box)(check all boxes that apply):

CONTRAFECT CORPORATION

March 21, 201828 WELLS AVENUE, THIRD FLOOR

YONKERS, NEW YORK 10701

Notice of Special Meeting of Stockholders to

be Held on Tuesday, January 31, 2023

Dear stockholder:ContraFect Stockholders:

You are cordially invited to attend the Annuala Special Meeting of stockholdersStockholders (the “Special Meeting”) of ContraFect Corporation (the “Company”“Company,” “us,” “we” and “our”) thaton Tuesday, January 31, 2023 at 9:00 a.m., Eastern time. The Special Meeting will be helda completely virtual meeting conducted via live webcast. You will be able to attend the Special Meeting online, vote your shares electronically and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/CFRX2023SM. Be sure to have your 16-digit control number included on May 8, 2018, at 9:00 AM, local time, atyour proxy card or the offices of Latham & Watkins LLP, located at 885 Third Avenue, 12th floor, New York, New York 10022.instructions that accompanied your proxy materials in order to join the Special Meeting.

The formal notice ofAt the AnnualSpecial Meeting, stockholders will be asked to consider and the Proxy Statement are included with this invitation. We are holding the meeting foract upon the following purposes:matters:

All stockholdersStockholders of record of our common stock at the close of business on March 14, 2018, the record date, areDecember 22, 2022 will be entitled to notice of and to vote at this meeting and any continuation, postponement,the Special Meeting or adjournment thereof. Whether or not you expect to attend the annual meeting of stockholders in person, we urge you to mark, sign, date and return the enclosed proxy card as promptly as possible in the provided postage-prepaid envelope to ensure your representation and the presence of a quorum at the annual meeting. If you send in your proxy card, you may still decide to attend the annual meeting of stockholders and vote your shares in person. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.

The board of directors and management look forward to seeing you at the meeting.

Sincerely yours,

Chairman of the Board

CONTRAFECT CORPORATION

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

The Annual Meeting of Stockholders (the “Annual Meeting”) of ContraFect Corporation, a Delaware corporation (the “Company”), will be held on May 8, 2018, at 9:00 AM, local time, at the offices of Latham & Watkins LLP, located at 885 Third Avenue, 12th floor, New York, New York 10022, for the following purposes:

All stockholders of record of our common stock at the close of business on March 14, 2018, the record date, are entitled to notice of and to vote at this meeting and any continuation, postponement or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder at our principal executive offices at 28 Wells Avenue, Yonkers, New York 10701 for a period of ten days prior to the Annual Meeting.Special Meeting and will be available on the virtual meeting site for those stockholders who have joined the meeting using their 16-digit control number. The AnnualSpecial Meeting may be continued or adjourned from time to time without notice other than by announcement at the AnnualSpecial Meeting.

Whether or not you expect to attend the AnnualSpecial Meeting, in person, we urge you to mark, sign, datevote. You may submit your proxy by telephone or online, or by completing, signing, dating and returnreturning the enclosed proxy card as promptly as possible in the provided postage-prepaid envelope to ensure your representation and the presence of a quorum at the Annual Meeting.or voting instruction form. If you send in your proxy card, you may still decide to attend the AnnualSpecial Meeting, andyou will be able to vote electronically, even if you have previously submitted your shares in person. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.proxy.

March 21, 2018

Table of Contents

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CONTRAFECT CORPORATION

28 WELLS AVENUE, THIRD FLOOR

YONKERS, NEW YORK 10701

(914) 207-2300

PROXY STATEMENT

GENERAL INFORMATIONFor the Special Meeting of Stockholders to be Held on Tuesday, January 31, 2023

This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies by the boardBoard of directorsDirectors (the “Board”) of ContraFect Corporation a Delaware corporation (“we,ContraFect,” “our,the “Company,” “us,“we,” “us” or “our”) for use at the “Company”),Special Meeting of proxies in the accompanying form to be used at our annual meeting of stockholdersStockholders (“Special Meeting”) to be held at the offices of Latham & Watkins LLP, located at 885 Third Avenue, 12th floor, New York, New York 10022, on May 8, 2018Tuesday, January 31, 2023, beginning at 9:00 AM, locala.m., Eastern time, and at any continuation, postponement or adjournment thereof (the “Annual Meeting”). This Proxy Statementof the Special Meeting.

The Special Meeting will be a completely virtual meeting, conducted via live webcast. You will be able to attend the Special Meeting online and submit your questions during the accompanying form ofmeeting by visiting www.virtualshareholdermeeting.com/CFRX2023SM and entering your 16-digit control number included on your proxy are being mailed to stockholders oncard. On or about April 4, 2018.January 3, 2023, we are releasing this proxy statement and accompanying proxy materials to our stockholders of record on the record date for the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON JANUARY 31, 2023

THIS PROXY STATEMENT IS ALSO AVAILABLE ONLINE AT WWW.PROXYVOTE.COM.

WhatINFORMATION ABOUT THIS PROXY STATEMENT

Why you received this proxy statement. You have received these proxy materials are included?

These materials include:

What items will be voted upon at the Annual Meeting?

There are two items that will be voted on at the Annual Meeting:

We are not aware of any matters to be presented at the Annual Meeting other than those described in this Proxy Statement. If any matters not described in the Proxy Statement are properly presented at the meeting, theCompany’s Board is soliciting your proxy holders will use their discretion to determine how to vote your shares at the Special Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.

INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

What is the purpose of the Special Meeting?

At our Special Meeting, stockholders will act upon the matters outlined in the accompanying notice of meeting, including:

Who canis entitled to vote?

You are entitled to vote at the Annual Meeting?

StockholdersSpecial Meeting, or any continuation, postponement or adjournment of recordthe Special Meeting, only if you were a stockholder of our common stock, $0.0001 par value per share (the “Common Stock”),record at the close of business on March 14, 2018 (the “Record Date”)the record date, December 22, 2022, or if you hold a valid proxy for the Special Meeting. The number of stockholders of record as of the December 22, 2022 record date was 71. Holders of shares of our common stock are entitled to one vote at the Annual Meeting. As of the close of business on the Record Date, we had 73,656,006 shares of Common Stock outstanding. Each share of Common Stock entitles the holder to one vote.per share.

Who can attend the Annual Meeting?meeting?

We have decided to hold the Special Meeting entirely online. You may attend the AnnualSpecial Meeting online only if you are a ContraFect stockholder who is entitled to vote at the AnnualSpecial Meeting, or if you hold a valid proxy for the AnnualSpecial Meeting. You may attend and participate in the Special Meeting by visiting the following website: www.virtualshareholdermeeting.com/CFRX2023SM. To attend and participate in the Special Meeting, you will need the 16-digit control number included on your proxy card. If your shares are held in “street name,” as described below, you would likeshould contact your broker or other nominee to obtain your 16-digit control number or otherwise vote through the broker or other nominee. You will need to obtain your own Internet access if you choose to attend the AnnualSpecial Meeting online and/or vote over the Internet. If you must call (914) 207-2308 no later than 5:lose your 16-digit control number, you may join the Special Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 9:00 p.m.,a.m. Eastern time, on May 4, 2018Time. We encourage you to have your name placed onaccess the attendance list. In ordermeeting prior to be admitted into the Annual Meeting, your name must appear onstart time. Online check-in will begin 15 minutes before the attendance listmeeting time, and you must presentshould allow ample time for government-issuedcheck-in photo identification (such as a driver’s license). If your bank or broker holds your shares in street name, you will also be required to present proof of beneficial ownership of our Common Stock on the Record Date, such as a bank or brokerage statement or a letter from your bank or broker showing that you owned shares of our Common Stock at the close of business on the Record Date.procedures.

What constitutes a quorum for the Annual Meeting?quorum?

The presence in personelectronically or by proxy of the holders of a majority of the voting power of our outstanding common stock entitled to vote constitutes a quorum for the transaction of business at the AnnualSpecial Meeting. Each holder of our common stock is entitled to one vote for each share held as of the Record Date.

Difference between Stockholder of Record and Beneficial Owner

Stockholder of Record.If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the stockholder of record with respect to those shares, and the noticedate. As of the Annual Meeting (the “Notice”)December 22, 2022 record date, 43,682,721 shares of our common stock were outstanding and Proxy Statement were sent directlyentitled to you by the Company.vote.

Beneficial Owner of Shares Held in Street Name.If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice and Proxy Statement were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

How do I vote?

Stockholders of Record.Record. If you are a stockholder of record, you may vote by:

The persons named as your proxy holders on the proxy card will vote the shares represented by your proxy in accordance with the specifications you make. Please carefully consider the information contained in this Proxy Statement. Whether or not you expect to attend the AnnualSpecial Meeting in person,electronically, we urge you to vote by signing, dating and returning the enclosed proxy cardyour shares as promptly as possible in the postage-paid envelope provided, to ensure your representation and the presence of a quorum at the AnnualSpecial Meeting. StockholdersIf you submit your proxy, you may still decide to attend the Special Meeting and vote your shares electronically. To attend and participate in the Special Meeting, stockholders of record desiring to vote in person atwill need the Annual Meeting may vote16-digit control number included on the ballot provided at the meeting.your proxy card.

Beneficial Owners.Owners. If your shares are held in a brokerage account, by a bank, by a trustee, or by another nominee (also referred to as held in “street name”), please follow the voting instructions provided by your broker or other nominee. Most brokers or other

nominees permit their customers to vote by telephone or by Internet, in addition to voting by signing, dating and returning the voting instruction form provided by the broker or other nominee.

If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote in person atthrough the Annual Meetingbank or broker. You will need to contactobtain your own Internet access if you choose to attend the Special Meeting online and/or vote over the Internet.

What is the difference between Stockholder of Record and Beneficial Owner?

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the stockholder of record with respect to those shares, and the notice of the Special Meeting (the “Notice”) and Proxy Statement were sent directly to you on behalf of the Company.

Beneficial Owners. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice and Proxy Statement were forwarded to you on behalf of that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

Can I change or revoke my proxy after I have delivered my proxy?

Stockholders of Record. Prior to the Special Meeting, you may change your vote by submitting a later dated proxy in one of the manners authorized and described in this Proxy Statement. You may also give a written notice of revocation to our Corporate Secretary, as long as it is delivered to our Corporate Secretary at our headquarters, at 28 Wells Avenue, Third Floor, Yonkers, New York 10701, on or before January 30, 2023. You also may revoke any proxy given pursuant to this solicitation by attending the Special Meeting and voting electronically. However, the mere attendance of a stockholder at the Special Meeting will not revoke a proxy previously given unless you follow one of the revocation procedures referenced above.

Beneficial Owners. If you hold your shares through a broker, bank, trustee or other nominee, please follow the instructions provided by your broker or other nominee as to how you may change your vote or cast your vote electronically at the Special Meeting.

Will my shares be voted if I don’t return my proxy?

If your shares are registered directly in your name, your shares will not be voted if you do not return your proxy or vote by virtual ballot at the Special Meeting. If your shares are held in “street name” by a bank, broker or other nominee, that isperson, as the record holder of record of theiryour shares, is required to obtainvote your shares according to your instructions. Your bank, broker or other nominee will send you directions on how to vote those shares. Under applicable stock exchange rules, brokers or other nominees have discretionary voting power with respect to proposals that are considered “routine,” but not with respect to “non-routine” proposals. Proposal 1 and Proposal 3 are each considered a “legal proxy”“routine” proposal. Therefore, if you do not provide voting instructions to bringyour broker, your broker may vote your shares with respect to Proposal 1 and Proposal 3. Proposal 2 is considered “non-routine.” Therefore, if you do not provide voting instructions to your broker, your broker may not vote your shares with respect to Proposal 2. We encourage you to provide voting instructions. This ensures your shares will be voted at the Annual Meeting.meeting in the manner you desire.

What are the voting recommendations of the board of directors?

The board of directors recommends that our stockholders vote:

What if I do not specify how my shares are to be voted?

Stockholders of Record.Record. If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:

No matter currently is expected to be considered at the Annual Meeting other than the matters set forth in the accompanying Notice. However, if any other matters are properly brought before the Annual Meeting for action, it is intended that the4,350,000 shares of our common stock represented byand the issuance of an aggregate of 212,704,260 shares of our common stock issuable upon the exercise of warrants to purchase our common stock, in accordance with Nasdaq Listing Rule 5635(d); and

Why hold a virtual meeting?

We believe that hosting a virtual meeting is in the best interest of the Annual Meeting?

The final voting results will be reported in a Form 8-K that we expect to file withCompany and its stockholders. A virtual meeting enables increased stockholder attendance and participation because stockholders can participate from any location around the Securities and Exchange Commission (“SEC”) within four business days of the Annual Meeting, and that Form 8-K will be available via the SEC Filings section of our website. We also expect to announce preliminary results at the Annual Meeting.

Who is paying for the cost of this proxy solicitation?

The expenses of preparing, printing and assembling the materials usedworld, particularly in the solicitationevent of proxies on behalf of the board of directorsheightened concerns over COVID-19. You will be borne by the Company. In addition to the solicitation of proxies by use of the mail, the Company may use the services of certain of its officers and employees (who will receive no compensation in addition to their regular salaries) to solicit proxies personally and by mail, telephone and electronic means from brokerage firms and other stockholders.

Is there other business scheduled to be presented for consideration at the Annual Meeting?

Stockholders at an annual meeting will only be able to consider proposals or nominations specified inattend the Notice of AnnualSpecial Meeting or brought before the meetingonline by or at the direction of our board of directors or by a stockholder of record on the Record Date for the meeting who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our Corporate Secretary of the stockholder’s intention to bring such business before the meeting. As of the date of this Proxy Statement, the Company has no knowledge of any business tovisiting www.virtualshareholdermeeting.com/CFRX2023SM. You also will be presented for consideration at the Annual Meeting other than the proposals described in the Notice of Annual Meeting. If any other business should properly come before the Annual Meeting, the persons appointed by the enclosed form of proxy shall have discretionary authority to vote all such proxies as they shall decide. The enclosed proxy gives Natalie Bogdanos, General Counsel and Corporate Secretary, and Michael Messinger, Senior Vice President, Finance, discretionary authorityable to vote your shares electronically at the Special Meeting by following the instructions above.

What if during the check-in time or during the Special Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on www.virtualshareholdermeeting.com/CFRX2023SM.

Will there be a question and answer session during the Special Meeting?

As part of the Special Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted by stockholders during the meeting that are pertinent to the meeting matters, for 15 minutes after the completion of the Special Meeting. Only stockholders that have accessed the Special Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the meeting?” will be permitted to submit questions during the Special Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and must relate to the meeting matters. We will not address questions that are, among other things:

Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Special Meeting webpage for stockholders that have accessed the Special Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the meeting?”.

Our Board encourages stockholders to attend the Special Meeting. Whether or not you plan to attend, you are urged to submit your proxy. Prompt response will greatly facilitate arrangements for the meeting and your cooperation will be appreciated. Stockholders who attend the Special Meeting by logging in with their 16-digit control number may vote their stock electronically at the meeting even though they may have sent in their proxies.

PROPOSAL 1

APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT

General

Our Board has adopted and is recommending that our stockholders approve amendments to our Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio ranging from any whole number between 1-for-10 and 1-for-80, with the exact ratio within such range to be determined by the Board in its discretion (the “Reverse Stock Split”), subject to the Board’s authority to determine when to file the amendment and to abandon the other amendments notwithstanding prior stockholder approval of such amendments. Pursuant to the law of the State of Delaware, our state of incorporation, the Board must adopt any amendment to our Certificate of Incorporation and submit the amendment to stockholders for their approval. The form of the proposed amendments to our Certificate of Incorporation, one of which would be filed with the Secretary of State of the State of Delaware, is attached to this proxy statement as Appendix A.

By approving this proposal, stockholders will approve alternative amendments to our Certificate of Incorporation pursuant to which a whole number of outstanding shares of our common stock between ten (10) and eighty (80), inclusive, would be combined into one share of our common stock. Upon receiving stockholder approval, the Board will have the authority, but not the obligation, in its sole discretion, to elect, without further action on the part of the stockholders, whether to effect the Reverse Stock Split and, if so, to determine the Reverse Stock Split ratio from among the approved range described above and to effect the Reverse Stock Split by filing a Certificate of Amendment with the Secretary of State of the State of Delaware, and all other amendments will be abandoned. The Board may also elect not to effect any Reverse Stock Split.

The Board’s decision as to whether and when to effect the Reverse Stock Split will be based on a number of factors, including market conditions, the historical, then-existing and expected trading price of our common stock, the anticipated impact of the Reverse Stock Split on the trading price of our common stock and on the number of holders of our common stock, and the continued listing requirements of The Nasdaq Capital Market. Although our stockholders may approve the Reverse Stock Split, we will not effect the Reverse Stock Split if the Board does not deem it to be in the best interests of the Company and its stockholders.

Because the Reverse Stock Split will decrease the number of outstanding shares of our common stock by a ratio in the range of 1-for-10 to 1-for-80 but would not effect a decrease to the number of shares of common stock that the Company will be authorized to issue, the proposed Reverse Stock Split amendments would result in a relative increase in the number of authorized and unissued shares of our common stock. For more information on the relative increase in the number of authorized shares of our common stock, see “-Principal Effects of the Reverse Stock Split- Relative Increase in Number of Authorized Shares of Common Stock for Issuance” below.

Purpose and Background of the Reverse Stock Split

On December 22, 2022, the Board approved the proposed amendments to our Certificate of Incorporation to effect the Reverse Stock Split for the following reasons:

Nasdaq Requirements for Continued Listing

Our common stock is quoted on The Nasdaq Capital Market under the symbol “CFRX.” One of the requirements for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) is maintenance of a minimum closing bid price of $1.00. On December 22, 2022, the closing market price per share of our common stock was $0.1031, as reported by The Nasdaq Capital Market.

On August 25, 2022, we received a written notification from The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we had failed to comply with the minimum bid price requirement because the bid price for our common stock over a period of 30 consecutive business days prior to such date had closed below the minimum $1.00 per share requirement (the “Bid Price Requirement”). In accordance with hisNasdaq Listing Rule 5810(c)(3)(A), we have been provided an initial period of 180 calendar days, or her best judgmentuntil February 21, 2023, to regain compliance with respect to all additional matters that might come before the Annual Meeting, provided thatminimum Bid Price Requirement of $1.00 per share. If the enclosed proxy is properly authorizedCompany does not regain compliance with Rule 5550(a)(2) by you.

Stockholder Proposals for 2019 Annual Meeting

Rule 14a-8 Proposals

ToFebruary 21, 2023, the Company may be eligible for inclusionan additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, for example, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would be subject to delisting (a “Staff Delisting Determination”). In addition, if the Company has a closing bid price of $0.10 or less for a period of 10 consecutive business days, Nasdaq would also issue a Staff Delisting Determination letter. In the event of either such notification, the Company may appeal the Nasdaq staff’s determination to delist its securities. There can be no assurance that the Company will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant the Company’s request for continued listing subsequent to any delisting notification.

In addition, on November 22, 2022, the Company received a written notification from Nasdaq indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the “Form 10-Q”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which requires that a listed company’s stockholders’ equity be at least $2.5 million (the “Stockholders’ Equity Requirement”). As reported on its Form 10-Q, the Company’s stockholders’ equity as of September 30, 2022 was approximately $(3.1) million. In accordance with Nasdaq Listing Rule 5810(c)(2)(C), the Company has 45 calendar days from November 22, 2022, or until January 6, 2023, to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1). If the Company’s compliance plan is accepted by Nasdaq, then Nasdaq may, in its discretion, grant the Company up to 180 calendar days from November 22, 2022, or until May 21, 2023, to evidence compliance. If Nasdaq does not accept the Company’s plan, then Nasdaq may issue a Staff Delisting Determination letter and the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. The Company is currently evaluating various alternative courses of action, including submitting to Nasdaq a plan to regain compliance with the Nasdaq Capital Market listing requirements before January 6, 2023. However, there can be no assurance that the Company will be able to satisfy the Nasdaq Capital Market’s continued listing requirements, regain compliance with the minimum Stockholders’ Equity Requirement or the Bid Price Requirement, or maintain compliance with the other listing requirements.

If our common stock is delisted from the Nasdaq Capital Market, we cannot assure you that our common stock would be listed on another national securities exchange, a national quotation service, the over-the-counter markets or the pink sheets. Delisting from the Nasdaq Capital Market, or even the issuance of a notice of potential delisting, would also result in negative publicity, make it more difficult for us to raise additional capital, adversely affect the market liquidity of our securities, decrease securities analysts’ coverage of us or diminish investor, supplier and employee confidence.

Potential Increased Investor Interest

In addition, in approving the proposed Reverse Stock Split amendments, the Board considered that the Reverse Stock Split and the expected resulting increase in the per share price of our common stock could encourage increased investor interest in our common stock and promote greater liquidity for our stockholders.

In the event that our common stock were to be delisted from The Nasdaq Capital Market, our common stock would likely trade in the over-the-counter market. If our common stock were to trade on the over-the-counter market, selling our common stock could be more difficult because smaller quantities of shares would likely be bought and sold, and transactions could be delayed. In addition, many brokerage houses and institutional investors have internal policies and practices that prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers, further limiting the liquidity of our common stock. These factors could result in lower prices and larger spreads in the bid and ask prices for our common stock. Additionally, investors may be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. A greater price per share of our common stock could allow a broader range of institutions to invest in our common stock. For all of these reasons, we believe the Reverse Stock Split could potentially increase marketability, trading volume, and liquidity of our common stock.

Employee Retention

The Board believes that the Company’s proxy statementemployees and directors who are compensated in the form of our equity-based securities may be less incentivized and invested in the Company if we are no longer listed on Nasdaq. Accordingly, the Board believes that maintaining Nasdaq listing qualifications for our Common Stock, can help attract, retain, and motivate employees and members of our Board.

In light of the factors mentioned above, our Board unanimously approved the proposed amendments to our Certificate of Incorporation to effect the Reverse Stock Split as a potential means of increasing and maintaining the price of our common stock to above $1.00 per share in compliance with Nasdaq requirements. To the extent that the Reverse Stock Split facilitates our ability to raise equity capital, it may also facilitate our ability to comply with the minimum Stockholders’ Equity Requirement under Nasdaq’s continued listing requirements.

Board Discretion to Implement the Reverse Stock Split

The Board believes that stockholder approval of a range of ratios (as opposed to a single reverse stock split ratio) is in the best interests of our Company and stockholders because it is not possible to predict market conditions at the time that the Reverse Stock Split would be effected. We believe that a range of Reverse Stock Split ratios provides us with the most flexibility to achieve the desired results of the Reverse Stock Split. The Reverse Stock Split ratio to be selected by our Board will be a whole number in a range of 1-for-10 to 1-for-80. The Board can only authorize the filing of one Reverse Stock Split amendment and all other Reverse Stock Split amendments will be abandoned. The Board also has the authority to abandon all Reverse Stock Split amendments.

In determining the Reverse Stock Split ratio and whether and when to effect the Reverse Stock Split following the receipt of stockholder approval, the Board will consider a number of factors, including, without limitation:

We believe that granting the Board the authority to set the ratio for the 2019 annual meetingReverse Stock Split is essential because it allows us to take these factors into consideration and to react to changing market conditions. If our Board chooses to implement the Reverse Stock Split, we will make a public announcement regarding the determination of the Reverse Stock Split ratio.

Risks Associated with the Reverse Stock Split

There are risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in a sustained increase in the per share price of our common stock. There is no assurance that:

Stockholders should note that the effect of the Reverse Stock Split, if any, upon the market price of our common stock cannot be accurately predicted. In particular, we cannot assure you that the price for a share of our common stock after the reverse stock split will increase in proportion to the reduction in the number of shares of our common stock outstanding immediately prior to the Reverse Stock Split. Furthermore, even if the market price of our common stock does rise following the Reverse Stock Split, we cannot assure you that the market price of our common stock immediately after the Reverse Stock Split will be maintained for any period of time. Even if an increased per-share price can be maintained, the Reverse Stock Split may not achieve the desired results that have been outlined above. Moreover, because some investors may view the Reverse Stock Split negatively, we cannot assure you that the Reverse Stock Split will not adversely impact the market price of our common stock.

While we aim that the Reverse Stock Split will be sufficient to satisfy the Minimum Bid Requirement, it is possible that, even if the Reverse Stock Split results in a bid price for our common stock that exceeds $1.00 per

share, we may not be able to continue to satisfy Nasdaq’s additional criteria for continued listing of our common stock on The Nasdaq Capital Market, including but not limited to the Stockholders’ Equity Requirement and the requirement that we have at least 300 stockholders.

We believe that the Reverse Stock Split may result in greater liquidity for our stockholders. However, it is also possible that such liquidity could be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split, particularly if the price of our common stock does not increase as a result of the Reverse Stock Split.

Principal Effects of the Reverse Stock Split

Issued and Outstanding Shares of Common Stock

If the Reverse Stock Split is approved and effected, each holder of our common stock outstanding immediately prior to the effectiveness of the Reverse Stock Split will own a reduced number of shares of our common stock upon effectiveness of the Reverse Stock Split. The Reverse Stock Split will be effected simultaneously for all issued and outstanding shares of common stock and the Reverse Stock Split ratio will be the same for all issued and outstanding shares of common stock. The Reverse Stock Split will affect all of our stockholders stockholder proposals submitteduniformly and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional share. After the Reverse Stock Split, the shares of our common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our common stock now authorized. Common stock issued pursuant to Rulethe Reverse Stock Split will remain fully paid and 14a-8non-assessable. The Reverse Stock Split will not affect the Company continuing to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended must(the “Exchange Act”).

The Reverse Stock Split may result in some stockholders owning “odd-lots” of less than 100 shares of our common stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares.

Relative Increase in Number of Authorized Shares of Common Stock for Issuance

The Reverse Stock Split will not affect the number of authorized shares or the par value of our capital stock, which will remain at 125,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock,” and together with our common stock, our “Capital Stock”).

Although the number of authorized shares of our Capital Stock will not change as a result of the Reverse Stock Split, the number of shares of our common stock issued and outstanding will be receivedreduced in proportion to the ratio selected by the Board. Thus, the Reverse Stock Split will effectively increase the number of authorized and unissued shares of our common stock available for future issuance by the amount of the reduction effected by the Reverse Stock Split.

If the proposed Reverse Stock Split amendments are approved, all or any of the authorized and unissued shares of our common stock may be issued in the future for such corporate purposes and such consideration as the Board deems advisable from time to time, without further action by the stockholders of our Company and without first offering such shares to our stockholders. When and if additional shares of our common stock are issued, these new shares would have the same voting and other rights and privileges as the currently issued and outstanding shares of common stock, including the right to cast one vote per share.

The Company regularly considers its capital requirements and may conduct equity offerings in the future, particularly as it seeks to comply with the Stockholders’ Equity Requirement.

Because our stockholders have no preemptive rights to purchase or subscribe for any of our unissued shares of common stock, the future issuance of additional shares of common stock will reduce our current stockholders’ percentage ownership interest in the total outstanding shares of common stock. In the absence of a proportionate increase in our future earnings and book value, an increase in the number of our outstanding shares of common stock would dilute our projected future earnings per share, if any, and book value per share of all our outstanding shares of common stock. If these factors were reflected in the price per share of our common stock, the potential realizable value of a stockholder’s investment could be adversely affected. An issuance of additional shares could therefore have an adverse effect on the potential realizable value of a stockholder’s investment.

Effect on Outstanding Equity Incentive Plans and Warrants

The Company maintains the Amended and Restated 2008 Equity Incentive Plan (the “2008 Plan”), the 2014 Omnibus Incentive Plan (the “2014 Plan”), the 2021 Employment Inducement Omnibus Incentive Plan (the “Inducement Plan”) and the 2022 Employee Stock Purchase Plan (the “ESPP” and together with the 2008 Plan, the 2014 Plan and the Inducement Plan, the “Equity Plans”), which are designed primarily to provide stock-based incentives to individual service providers of the Company. As of December 22, 2022, no purchase rights were outstanding under the ESPP and options to purchase 4,456,953 shares of our common stock (and no other awards) were outstanding under the other Plans. In addition, we have issued to third party investors and others warrants to purchase shares of our common stock. As of December 22, 2022, we had issued and outstanding warrants to purchase up to 222,029,781 shares of our common stock, inclusive of warrants to purchase 162,790,695 shares of our common stock that only become exercisable upon receipt of Stockholder Approval (as defined in Proposal 2 herein). In the event of a Reverse Stock Split, our Board generally has the discretion to determine the appropriate adjustment to awards granted and share-based limits under the Plans. Further, the terms of the warrants provide for appropriate adjustments in the event of a stock split. Accordingly, if the Reverse Stock Split is approved by our stockholders and our Board decides to implement the Reverse Stock Split, as of the Effective Time (as defined below) the number of shares issuable upon exercise and the exercise price of all outstanding options under the Plans will be proportionately adjusted (and rounded down to the nearest whole share in the case of shares and up to the nearest whole cent in the case of exercise prices) based on the Reverse Stock Split ratio selected by our Board, subject to the terms of such Plans and options, as applicable, and the number of shares issuable upon exercise and the exercise price of the Company’s outstanding warrants will be proportionately adjusted pursuant to the terms of the applicable warrants or warrant agreements. To the extent Proposal 2 is also approved at the Company’s principal executive offices no later than December 5, 2018. Stockholder proposals should be addressed to: ContraFect Corporation, Attn: Corporate Secretary, 28 Wells Avenue, Third Floor, Yonkers, New York 10701.

Other Proposals or Nominees for PresentationSpecial Meeting, effective at the 2019 Annual Meeting

Effective Time, the warrants to purchase 162,790,695 shares of our common stock that are subject to the Stockholder proposalsApproval will also become exercisable, as adjusted based on the Reverse Stock Split ratio in accordance with the terms of such warrants. In addition, the number of shares available for future issuance and director nominations not intended for inclusionany share-based award limits under the 2014 Plan, the Inducement Plan and the ESPP and the numbers of shares subject to awards to be automatically granted in the Company’s proxy statement forfuture under the 2019 annual meeting of stockholders, but which instead are sought2014 Plan pursuant to our non-employee director compensation program will be presented directly at such meeting, must be received atproportionately reduced based on the Company’s principal executive officesReverse Stock Split ratio selected by our Secretary not less than ninety (90) calendar days nor more than one hundred twenty (120) daysBoard.

Our Board has also authorized the Company to effect any other changes necessary, desirable or appropriate to give effect to the Reverse Stock Split, including any applicable technical, conforming changes.

Effects of the Amendment on our Common Stock

After the effective time of the amendment to our Certificate of Incorporation, each stockholder will own fewer shares of our common stock as a result of the Reverse Stock Split. Because the Reverse Stock Split will decrease the number of outstanding shares of our common stock, the proposed amendments will result in a relative increase in the number of authorized and unissued shares of our common stock. All outstanding options and warrants to purchase shares of our common stock, including any held by our officers and directors, would be adjusted as a result of the Reverse Stock Split. In particular, the number of shares issuable upon the exercise of each instrument would be reduced, and the exercise price per share, if applicable, would be increased, in accordance with the terms of each instrument and based on the ratio of the Reverse Stock Split.

Impact of Reverse Stock Split on Capital Structure (Assuming Proposal 2 is Approved)

The chart below outlines the capital structure as described in this proposal and prior to and immediately following a possible Reverse Stock Split if the anniversaryReverse Stock Split is effected at a ratio of the preceding year’s annual meeting. Therefore, the Company must receive notice1-for-10,1-for-35,1-for-50,1-for-65, or 1-for-80 based on share information as of such a proposal or nomination for the 2019 annual meeting of stockholders no earlier than the close of business on January 8, 2019December 22, 2022. The below chart, for columns reflecting the Reverse Stock Split, assumes that Proposal 2 is also approved. The below does not give effect to any other changes, including any issuance of securities, after December 22, 2022.

Impact of Reverse Stock Split on Capital Structure (Assuming Proposal 2 is Not Approved)

The chart below outlines the capital structure as described in this proposal and no later thanprior to and immediately following a possible Reverse Stock Split if the Reverse Stock Split is effected at a ratio of 1-for-10,1-for-35,1-for-50,1-for-65, or 1-for-80 based on share information as of the close of business on February 7, 2019December 22, 2022, but does not give effect to any other changes, including any issuance of securities after December 22, 2022.

applicable, a check representing a cash payment in lieu of fractional shares will also be mailed to your registered address as soon as practicable after the Effective Time (see “Fractional Shares” below).

Some stockholders may hold their shares of common stock in certificate form. Our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates, if applicable. If you are a stockholder holding pre-reverse stock split shares in certificate form, you will receive a transmittal letter from the Company’s transfer agent as soon as practicable after the Effective Time. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate or certificates representing the pre-reverse stock split shares of our common stock for a statement of ownership. When you submit your certificate or certificates representing the pre-reverse stock split shares of our common stock, your post-reverse stock split shares of our common stock will be held electronically in book-entry form in the Direct Registration System. This means that, instead of receiving a new stock certificate representing the aggregate number of post-reverse stock split shares you own, you will receive a statement indicating the number of post-reverse stock split shares you own in book-entry form. We will no longer issue physical stock certificates unless you make a specific request for a certificate representing your post-reverse stock split ownership interest.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Beginning at the Effective Time, each certificate representing pre-reverse stock split shares will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares.

Fractional Shares

No scrip or fractional shares would be issued if, as a result of the Reverse Stock Split, a stockholder would otherwise become entitled to a fractional share because the number of shares of common stock they hold before the Reverse Stock Split is not evenly divisible by the split ratio ultimately determined by the Board. Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be considered timely. Inpaid will be equal to the event thatfraction of a share to which such stockholder would otherwise be entitled multiplied by the closing price per share as reported by The Nasdaq Capital Market (as adjusted to give effect to the Reverse Stock Split) on the date of the 2019 annual

No Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares following the Reverse Stock Split, the Board does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Interests of Certain Persons in the Proposal

Certain of our officers and directors have an interest in this Proposal 1 as a result of their ownership of shares of our common stock, as set forth in the section entitled “Stock Ownership of Certain Beneficial Owners and Management” below. However, we do not believe that our officers or directors have interests in Proposal 1 that are different from or greater than those of any of our other stockholders.

Anti-takeover Effects of Proposed Amendments

Release No. 34-15230 of the closestaff of businessthe SEC requires disclosure and discussion of the effects of any action, including the proposed amendments to our Certificate of Incorporation discussed herein, that may be used as an anti-takeover mechanism. An additional effect of the Reverse Stock Split would be to increase the relative amount of authorized but unissued shares of our common stock, which may, under certain circumstances, be construed as having an anti-takeover effect. Although not intended for such purposes, the effect of the increased available shares could be to render more difficult or discourage an attempt to take over or otherwise obtain control of the Company (for example, by permitting issuances that would dilute the stock ownership of a person or entity seeking to effect a change in the composition of the Board or contemplating a tender offer or other change in control transaction). In addition, our Certificate of Incorporation and our Bylaws include provisions that may have an anti-takeover effect. These provisions, among things, permit the Board to issue preferred stock with rights senior to those of the common stock without any further vote or action by the stockholders and do not provide for cumulative voting rights, which could make it more difficult for stockholders to effect certain corporate actions and may delay or discourage a change in control.

Our Board is not presently aware of any attempt to acquire control of the Company, and the Reverse Stock Split proposal is not part of any plan by our Board to recommend or implement a series of anti-takeover measures.

Accounting Treatment of the Reverse Stock Split

If the Reverse Stock Split is effected, the par value per share of our common stock will remain unchanged at $0.0001. Accordingly, at the Effective Time, the stated capital on the 120th day priorCompany’s consolidated balance sheets attributable to our common stock will be reduced in proportion to the 2019 annual meetingsize of the Reverse Stock Split ratio, and the additional paid-in-capital account will be increased by the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged as a result of the Reverse Stock Split. Per share net income or loss will be increased because there will be fewer shares of common stock outstanding. The Company does not later than the close of business on the 90th day prioranticipate that any other accounting consequences, including changes to the 2019 annual meetingamount of stock-based compensation expense to be recognized in any period, will arise as a result of the Reverse Stock Split.

Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of certain U.S. federal income tax consequences of the Reverse Stock Split to stockholders that hold their shares of common stock as capital assets for U.S. federal income tax purposes. This summary is based upon the provisions of the U.S. Internal Revenue Code, or if later, the 10th day following the day on which public disclosureCode, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as in effect as of the date hereof, and all of which are subject to change and differing interpretations, possibly with retroactive effect. Changes in these authorities or their interpretation may result in the U.S. federal income tax consequences of the Reverse Stock Split differing substantially from the consequences summarized below.

This summary is for general information purposes only and does not address all aspects of U.S. federal income taxation that may be relevant to stockholders in light of their particular circumstances or to stockholders that may be subject to special tax rules, including, without limitation: (i) persons subject to the alternative minimum tax; (ii) banks, insurance companies, or other financial institutions; (iii) tax-exempt organizations; (iv) dealers in securities or commodities; (v) regulated investment companies or real estate investment trusts; (vi) partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes and their partners or members); (vii) traders in securities that elect to use the mark-to-market method of accounting; (viii) persons whose “functional currency” is not the U.S. dollar; (ix) persons holding our common stock in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; (x) persons who acquired our common stock in connection with employment or the performance of services; (xi) retirement plans; (xii) persons who are not U.S. Holders (as defined below); or (xiii) certain former citizens or long-term residents of the United States.

In addition, this summary of certain U.S. federal income tax consequences does not address the tax consequences arising under the laws of any foreign, state or local jurisdiction or any U.S. federal tax consequences other than U.S. federal income taxation (such as U.S. federal estate and gift tax consequences). If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the tax consequences to them of the Reverse Stock Split.

We have not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service, or the IRS, regarding the U.S. federal income tax consequences of the Reverse Stock Split, and there can be no assurance that the IRS will not challenge the statements and conclusions set forth below or that a court would not sustain any such challenge.

EACH STOCKHOLDER SHOULD CONSULT ITS TAX ADVISORS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH STOCKHOLDER.

This summary addresses only stockholders that are U.S. Holders. For purposes of this discussion, a “U.S. Holder” is any beneficial owner of our Common Stock that, for U.S. federal income tax purposes, is or is treated as any of the following:

The Reverse Stock Split should constitute a “recapitalization” for U.S. federal income tax purposes. As a recapitalization, except as described below with respect to cash received in lieu of fractional shares, a stockholder should not recognize gain or loss as a result of the Reverse Stock Split. A stockholder’s aggregate tax basis in the shares of the common stock received pursuant to the Reverse Stock Split should equal the stockholder’s aggregate tax basis in the shares of the common stock surrendered (excluding any portion of such meetingbasis that is allocated to any fractional share of our common stock), and such stockholder’s holding period in the shares of the common stock received should include the holding period of the shares of the common stock surrendered.

Treasury regulations promulgated under the Code provide detailed rules for allocating the tax basis and holding period of shares of common stock surrendered pursuant to the Reverse Stock Split to shares of common stock received pursuant to the Reverse Stock Split. Stockholders holding shares of common stock that were acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

A stockholder who receives cash in lieu of a fractional share of common stock should be treated as first madereceiving such fractional share and then receiving cash in redemption of such fractional share. A stockholder who receives cash in lieu of a fractional share in the Reverse Stock Split should recognize capital gain or loss equal to the difference between the amount of the cash received in lieu of the fractional share and the portion of the stockholder’s adjusted tax basis allocable to the fractional share. Stockholders should consult their tax advisors regarding the tax effects to them of receiving cash in lieu of fractional shares based on their particular circumstances.

A stockholder may be subject to information reporting with respect to any cash received in exchange for a fractional share interest in a new share in the Reverse Stock Split. Stockholders who are subject to information reporting and who do not provide a correct taxpayer identification number and other required information (such as by submitting a properly completed Internal Revenue Service Form W-9) may also be subject to backup withholding at the Company. Proxiesapplicable rate. Any amount withheld under such rules is not an additional tax and may be refunded or credited against the stockholder’s U.S. federal income tax liability; provided that the required information is properly furnished in a timely manner to the Internal Revenue Service.

Vote Required

Approval of the amendments to our Certificate of Incorporation requires the affirmative vote of a majority of the common stock outstanding and entitled to vote at the Special Meeting. Abstentions will conferhave the same effect as votes against this proposal. Because brokers have discretionary authority to vote on this proposal, we do not expect any untimely proposals or nominations.broker non-votes in connection with this proposal.

IMPORTANT NOTICE REGARDING Recommendation

THE AVAILABILITYBOARD OF PROXY MATERIALS FORDIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 1.

PROPOSAL 2

APPROVAL OF THE ISSUANCE OF 4,350,000 SHARES OF COMMON STOCK AND THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE EXERCISE OF WARRANTS TO PURCHASE UP TO 212,704,260 SHARES OF COMMON STOCK, IN EACH CASE, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(D)

2018 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 8, 2018

CopiesThe discussion of this Proxy Statement(i) our pre-funded warrant to purchase 49,913,565 shares of our common stock (the “Pre-Funded Warrant”) and (ii) our Class A Common Stock Purchase Warrant to purchase 108,527,130 shares of our common stock (the “Class A Warrant”) and our Class B Common Stock Purchase Warrant to purchase 54,263,565 shares of our common stock (the “Class B Warrant” and, together with the Class A Warrant, the “Private Warrants”) issued in a private placement and the Company’s 2017 Annual Reportholders thereof as set forth in this proxy statement is qualified in its entirety by reference to the form of Pre-Funded Common Stock Purchase Warrant evidencing the Pre-Funded Warrant and the form of Class A Common Stock Purchase Warrant and the form of Class B Common Stock Purchase Warrant evidencing such Private Warrants, respectively, which set forth the terms, conditions and rights of such Pre-Funded Warrant and Private Warrants, as applicable. A copy of the form of Pre-Funded Common Stock Purchase Warrant, the form of Class A Common Stock Purchase Warrant and the form of Class B Common Stock Purchase Warrant are attached to this proxy statement as Appendix B, Appendix C and Appendix D, respectively, and hereby incorporated by reference into this proxy statement. We encourage you to read each of the form of Pre-Funded Common Stock Purchase Warrant, the form of Class A Common Stock Purchase Warrant and the form of Class B Common Stock Purchase Warrant carefully and, in its entirety, as it is the legal document that governs the respective warrants.

General

We are asking stockholders to approve the direct issuance of shares of our common stock and the issuance of shares of our common stock upon the exercise of the Pre-Funded Warrant and the Private Warrants, discussed below, in accordance with Nasdaq Listing Rule 5635(d), as described in more detail below.

Note that the share amounts in this Proposal 2 do not reflect the approval and effectiveness of the Reverse Stock Split. If Proposal 1 is approved by our stockholders and our Board decides to implement the Reverse Stock Split, as of the Effective Time, the number of shares issuable upon exercise and the exercise price of the warrants to purchase shares of our common stock that are subject to the Stockholder Approval will be proportionately adjusted based on the Reverse Stock Split ratio selected by our Board in accordance with the terms of such warrants.

Warrant Issuance under Purchase Agreement

On December 12, 2022, we entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”). The Purchase Agreement provided for the sale and issuance by us of an aggregate of: (i) 4,350,000 shares (the “Shares”) of our common stock, $0.0001 par value per share, (ii) a Pre-Funded Warrant to purchase up to 49,913,565 shares of Common Stock, (iii) a Class A Warrant to purchase up to 108,527,130 shares of common stock, and (iv) a Class B Warrant to purchase up to 54,263,565 shares of common stock (the securities described in clauses (i) through (iv), collectively, the “Securities”). The offering price per Share was $0.1290. The offering price per underlying share of the Pre-Funded Warrant was $0.1289, and the exercise price was $0.0001 per underlying share. The exercise price per underlying share of each of the Private Warrants was $0.1290.

The Shares and the Pre-Funded Warrant were offered pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-246359) and a related prospectus supplement filed with the Securities and Exchange Commission (the “Registered Direct Offering”). The Private Warrants were sold in a concurrent private placement (the “Private Placement”), exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of the Securities Act of 1933, as amended (the “Securities Act”).

The Pre-Funded Warrant is immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrant is exercised in full, subject to the Beneficial Ownership Limitation (as described below).

Each Private Warrant will be exercisable only following Stockholder Approval (as described below). The Class A Warrant will expire on the fifth anniversary of the date on which such Class A Warrants become exercisable. The Class B Warrant will expire on the six-month anniversary of the date on which such Class B Warrants become exercisable. The Private Warrants contain standard adjustments to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions, and, until the date that is 18 months (in the case of the Class A Warrant) or six months (in the case of the Class B Warrant) after the date upon which the applicable Private Warrants first become exercisable, include full ratchet anti-dilutive adjustment rights in the event we issue shares of our common stock or common stock equivalents with a value less than the then effective exercise price of such Private Warrants, subject to certain customary exceptions, and further subject to a minimum exercise price of $0.03225 per share. The Private Warrants also available onlineinclude certain rights upon “fundamental transactions” as described in the Private Warrants, including the right of the holders thereof to receive from us or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of our common stock in such fundamental transaction in the amount of the Black Scholes value (as described in such Private Warrants) of the unexercised portion of the applicable Private Warrants on the date of the consummation of such fundamental transaction.

The Pre-Funded Warrant includes cashless exercise rights at www.astproxyportal.com/ast/19556

Purchaser of the shares of our compensation plans,common stock issuable upon exercise of the Compensation Committee has discretionPrivate Warrants, use commercially reasonable efforts to determinecause such registration statement to become effective within 181 days following the closing date of the Private Placement and to keep such registration statement effective at all times until the Purchaser no longer owns any Private Warrants or shares of common stock issuable upon exercise thereof.

The Private Warrants may not be exercised by the holder thereof at all until or unless our stockholders have approved not only the Reverse Stock Split proposal but also the issuance of shares of common stock upon the exercise of such Private Warrants pursuant to the applicable rules and regulations of the Nasdaq Stock Market, including the issuance of the shares of common stock issuable upon exercise of the Private Warrants in excess of 19.99% of the issued and outstanding common stock on the closing date of the offering, which we are seeking pursuant to the Stock Issuance proposal at the Special Meeting. Subject to the rules and regulations of the Nasdaq Capital Market, we may at any time during the term of the Private Warrants, reduce the then current exercise price thereof to any amount and for any period of time deemed appropriate by our Board of Directors.

The offering of the Shares, Pre-Funded Warrant and Private Warrants resulted in gross proceeds to us of approximately $7.0 million. The net proceeds to us from such transaction are expected to be approximately $6.2 million, after deducting placement agent fees and expenses and estimated offering expenses payable by us. We intend to use the net proceeds from the offering to fund a Phase 1b/2 safety and efficacy trial for our product candidate, exebacase, as a treatment for patients with chronic Staphylococcal prosthetic joint infections of the knee, to fund the submission of an investigational new drug application and initiate a Phase 1a/1b trial of CF-370, an engineered lysin targeting Gram-negative pathogens, and for working capital and other general corporate purposes. On December 12, 2022, we also entered into a placement agent agreement with Maxim Group LLC (the “Placement Agent”). Pursuant to the terms of the Placement Agent Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. The Company paid the Placement Agent a cash fee equal to 7.0% of the gross proceeds generated from the sale of the Securities and reimbursed the Placement Agent for certain of its expenses in an aggregate amount of $50,000.

The transactions contemplated by the Purchase Agreement closed on December 15, 2022.

Pursuant to the Purchase Agreement, we agreed that, subject to certain exceptions, (i) we will not issue any shares of Common Stock for a period of 90 days following the closing date under the Purchase Agreement, subject to certain customary and pre-agreed exceptions and that (ii) we will not effect or enter into any equity line of credit or “at-the-market offering” for a period of 12 months following such closing date.

We also agreed to provide the Purchaser a right of participation for 12 months following the closing date to participate up to 25% in any subsequent offering we may undertake of equity or debt.

The offering of the Shares, Pre-Funded Warrant and the shares of common stock issuable upon exercise of the Pre-Funded Warrant was made pursuant to a registration statement on Form S-3 (File No. 333- 266432), which was filed by the Company with the Securities and Exchange Commission on July 29, 2022, and declared effective on August 8, 2022, as supplemented by a prospectus supplement dated October 4, 2022.

The Private Warrants and the shares of common stock issuable upon exercise of the Private Warrants are not registered under the registration statement discussed above, and are instead were sold in a private transaction, exempt from registration under the Securities Act.

The summary of the terms of the Pre-Funded Warrant above is qualified in its entirety by reference to the copy of the form structureof Pre-Funded Common Stock Purchase Warrant evidencing the Pre-Funded Warrant, which is included herewith as Appendix B and incorporated herein by reference. The summary of the terms of the Private Warrants above is qualified in its entirety by reference to the copy of the form of Class A Common Stock Purchase Warrant and the form of Class B Common Stock Purchase Warrant evidencing such Private Warrants, which is included herewith as Appendix C and Appendix D and incorporated herein by reference. You should

read this summary together with such forms evidencing the Pre-Funded Warrant and the Private Warrants, as applicable.

Stockholder Approval

As described above, pursuant to the Purchase Agreement, we agreed to hold a special meeting of stockholders or take action via written consent of stockholders, at the earliest practical date, but no later than February 21, 2023, for the purpose of obtaining the Stockholder Approval (as described above), with the recommendation of our Board of Directors that such proposal be approved, and to solicit proxies from our stockholders in connection therewith. We are required to use our reasonable best efforts to obtain such Stockholder Approval. If we do not obtain Stockholder Approval at the first meeting, we are required to call a meeting every six months thereafter to seek Stockholder Approval until the earlier of the date that Stockholder Approval is obtained or the Private Warrants are no longer outstanding. As discussed above, one of the purposes of the Special Meeting is to satisfy the above requirement of the Purchase Agreement.

A vote in favor of the Stock Issuance proposal is a vote “for” approval of the issuance of the Shares issued under the Purchase Agreement and shares of our common stock issuable upon exercise of the Pre-Funded Warrant and the Private Warrants issuable under the Purchase Agreement. However, even if this Proposal 2 is approved, the Private Warrants will not become exercisable unless and until the approval by our stockholders and the effectiveness of an amendment to our certificate of incorporation that either (x) combines outstanding shares of common stock with such combination ratio as determined by our Board and/or (y) authorizes additional shares of common stock to such number as determined by our Board, in each case, so as to enable the issuance of a number of shares equal to, in addition to all of our outstanding common stock, at least all of the shares of common stock issued under the Purchase Agreement and issuable upon exercise of the Pre-Funded Warrant and the Private Warrants issuable under the Purchase Agreement (disregarding any limitations on the exercise thereof). The approval and implementation of compensation payable to our executive officers, including, where appropriate, discretion to increase or decrease awards or to award compensation absent the attainment of performance goals and to award discretionary cash compensation outsideReverse Stock Split described in Proposal 1 would satisfy this requirement.

The issuance of the parametersShares under the Purchase Agreement, together with the exercise of the Pre-Funded Warrant and the Private Warrants, in their entirety, could result in the issuance of 20% or more of our compensation plans. In exercising such discretion,common stock outstanding as of December 15, 2022, the Compensation Committee consultsdate that the Shares, the Pre-Funded Warrant and the Private Warrants were issued by us.

Nasdaq Listing Rule 5635(d), requires stockholder approval in connection with our managementa transaction other than a public offering involving the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for a price that is less than the lower of (i) the Company’s Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement, or (ii) the average of the Company’s Nasdaq Official Closing Price (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement (the “Minimum Price”). Pursuant to Nasdaq rules, the presence of any provision that could cause the conversion or exercise price of a convertible security to be reduced to below the Minimum Price immediately before the entering into of the binding agreement will cause the transaction to be viewed as a discounted issuance.

Of the Securities issued and may engagesold at the closing under the Purchase Agreement, the Shares and the Pre-Funded Warrant were sold at a price per share equal to the Minimum Price, and the Private Warrants were sold for no additional consideration but were not and are not exercisable at all prior to the Stockholder Approval. Therefore, if the Stockholder Approval is not obtained, no approval would be required for the issuance of the Shares and the Pre-Funded Warrant, because they were sold at an independent compensation consultant from timeeffective price equal to time. Our Chief Executive Officer annually reviews the performanceMinimum Price. However, if the Stockholder Approval is obtained, then, taking into account the price of each of the other executive officers relative to individualSecurities, the effective price at which the Shares and corporate annual performance goals established for the year. The Chief Executive Officer then presents his or her compensation recommendations based on these reviewsPre-Funded Warrant (in addition to the Compensation Committee. ToPrivate Warrants) could be deemed to have been less than the extent permitted byMinimum Price.

Accordingly, because the 217,054,260 shares of Common Stock issued at the closing or issuable upon exercise of the Pre-Funded Warrant and consistent with applicable lawPrivate Warrants issued at the closing under the Purchase Agreement (i) either (x) in the case of the Private Warrants, were sold for a price less than the Minimum Price or (y) in the case of the Shares and the provisionsPre-Funded Warrant, could be deemed to have been sold for a price less than the Minimum Price if the Private Warrants became exercisable, and (ii) total more than 19.99% of our outstanding shares of Common Stock on the date the Securities were issued, and because the Private Warrants further have anti-dilutive rights, we are seeking stockholder approval of the Stock Issuance proposal in respect of the issuance of the shares of Common Stock upon both the issuance of the Shares and the exercise of the Pre-Funded Warrant and the Private Warrants, pursuant to Nasdaq Listing Rule 5635(d).

Potential Adverse Effects — Dilution and Impact on Existing Stockholders

The issuance of shares of common stock upon exercise of the Pre-Funded Warrant and the Private Warrants will have a given equity-based plan,dilutive effect on current stockholders in that the Compensation Committee may delegate to one or more subcommittees or executive officerspercentage ownership of the Company the power to grant options or other stock awards pursuant toheld by such equity-based plan to employeescurrent stockholders will decline as a result of the Company or any subsidiaryissuance of the Company who are not directors or executive officerscommon stock issuable upon exercise of the Company.Pre-Funded Warrant and the Private Warrants. This means also that our current stockholders will own a smaller interest in us as a result of the exercise of the Pre-Funded Warrant and the Private Warrants and therefore have less ability to influence significant corporate decisions requiring stockholder approval. Issuance of the common stock issuable upon exercise of the Pre-Funded Warrant and the Private Warrants could also have a dilutive effect on the book value per share and any future earnings per share. Dilution of equity interests could also cause prevailing market prices for our common stock to decline.

RoleIf the Pre-Funded Warrant is exercised in full for cash, a total of Compensation Consultants

The Compensation Committee uses the services49,913,565 shares of external compensation consultants to obtain relevant information on compensation practices and trends within the peer group and among the broader market.

Beginning in 2015, and as it relatedcommon stock will be issuable to the processholder of the Pre-Funded Warrant and this dilutive effect may be material to current stockholders of the Company. If the Private Warrants are exercised in full for developing executive and director compensation for 2016,2017 and 2018, the Compensation Committee engaged Radford Surveys (“Radford”),cash, a divisiontotal of Aon Corporation, as its compensation consultant. Radford was engaged by, and reported directly162,790,695 shares of common stock will be issuable to the Compensation Committee. Management did not participate in the selection process for the Compensation Committee’s compensation consultant. The Compensation Committee is not aware of any conflict of interest on the part of Radford or any factor that would otherwise impair the independence of Radford relating to the services it performed for the Compensation Committee. Radford does not perform any other services for the Company.

In its advisory role, Radford assisted the Compensation Committee in the design and implementation of our executive and director compensation programs. This included advising the Compensation Committee with respect to the competitiveness of our executive and director compensation program in comparison to industry practices, and the identification of any trends in executive and director compensation in our peer group. The Compensation Committee considered the market comparison data and peer group data in making compensation decisions. Radford also assisted the Compensation Committee in selecting the key elements to include in its compensation program and the establishment of performance targets.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee had one (1) meeting in 2017. Allholder of the members of the NominatingPrivate Warrants and Corporate Governance Committee are independent within the meaning of the Nasdaq listing rules. The Nominating and Corporate Governance Committee’s responsibilities include:

Science and Technology Committee

The Science and Technology Committee meets periodically to discuss scientific and technological developments that may affect our business. The Science and Technology Committee held four (4) meetings in 2017.

Code of Ethics

Our board of directors has adopted a Code of Ethics and Business Conduct applicable to all officers, directors and employees, which is available on our website at http://ir.contrafect.com/governance-docs. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Ethics and Business Conduct, as well as Nasdaq’s requirement to disclose waivers with respect to directors and executive officers, by posting such information on our website at the address specified above.

PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the board of directors has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

Ernst & Young LLP has audited our financial statements since April 16, 2013. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to questions. Although stockholder ratification of our appointment of our independent registered public accounting firm is not required by our bylaws or otherwise, we are submitting the appointment of Ernst & Young LLP to ourcurrent stockholders for ratification to permit stockholders to participate in this important corporate decision. If ratification is not obtained, the Audit Committee will consider this fact when it appoints the independent auditor for 2019, but will not be required to appoint a different independent auditor. Even if the appointment of Ernst & Young LLP is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interests of the Company.

Principal Accountant FeesRisks Related to the Pre-Funded Warrant and Servicesthe Private Warrants

Provisions of the Private Warrants could discourage an acquisition of us by a third party.

Certain provisions of the Private Warrants could make it more difficult or expensive for a third party to acquire us. The Private Warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the Private Warrants. Further, the Private Warrants provide that, in the event of certain transactions constituting “fundamental transactions,” with some exceptions, holders of such warrants will have the right, at their option, to receive from us or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of our common stock in the fundamental transaction in the amount of the Black Scholes value (as described in such warrants) of the unexercised portion of the applicable Private Warrants on the date of the consummation of the fundamental transaction. These and other provisions of the Private Warrants could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to the holders of our common stock.

The Private Warrants have certain anti-dilutive rights.

The following table presents aggregate fees billed to us for services rendered by Ernst & Young LLP duringPrivate Warrants include full ratchet anti-dilutive rights in the years ended December 31, 2017 and 2016.

The Audit CommitteePrivate Warrants may form onebe accounted for as liabilities and the changes in value of such Private Warrants may have a material effect on our financial results.

We are currently evaluating the terms of the Private Warrants. It is possible that we and/or our auditors will conclude that, because of the terms of such Private Warrants, such Private Warrants should be accounted for as liability instruments. As a result, we would be required to classify the Private Warrants as liabilities. Under the liability accounting treatment, we would be required to measure the fair value of these instruments at the end of each reporting period and recognize changes in the fair value from the prior period in our operating results for the current period. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors that are outside our control. In the event the Private Warrants are required to be accounted for under liability accounting treatment, we will recognize noncash gains or losses due to the quarterly fair valuation of these warrants, which could be material. The impact of changes in fair value on our financial results may have an adverse effect on the market price of our common stock and/or our stockholders’ equity, which may make it harder for us to, or prevent us from, meeting the continued listing standards of the Nasdaq Capital Market.

There may be future sales of our common stock, which could adversely affect the market price of our common stock and dilute a stockholder’s ownership of common stock.

The exercise of (a) any options granted to executive officers and other employees under our equity compensation plans and (b) any warrants, and other issuances of our common stock could have an adverse effect on the market price of the shares of our common stock. Other than the restrictions on the Pre-Funded Warrant and the Private Warrants, we are not restricted from issuing additional shares of common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive shares of common stock, provided that we are subject to the requirements of the Nasdaq Capital Market (which generally requires stockholder approval for any transactions that would result in the issuance of 20% or more subcommittees, asof our then outstanding shares of common stock or voting rights representing 20% or more of our then outstanding shares of stock). Sales of a substantial number of shares of our common stock in the public market or the perception that such sales might occur could materially adversely affect the market price of the shares of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Accordingly, our stockholders bear the risk that our future offerings will reduce the market price of our common stock and dilute their stock holdings in us.

We currently do not meet certain of Nasdaq Capital Market’s continued listing requirements and other Nasdaq rules. If we are unable to regain compliance, we are likely to be delisted. Delisting could negatively affect the price of our common stock, which could make it deems appropriatemore difficult for us to sell securities in a future financing or for you to sell our common stock.

We are required to meet the continued listing requirements of the Nasdaq Capital Market and other Nasdaq rules, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price and certain other corporate governance requirements. For example, we are required to maintain a minimum bid price for our listed common stock of $1.00 per share and maintain stockholders’ equity of at least $2.5 million. If we do not meet these continued listing requirements, our common stock could be delisted. Please see “Nasdaq Requirements for Continued Listing” under Proposal 1 above for additional information about our compliance with Nasdaq continued listing requirements. We are currently and may continue to be out of compliance with Nasdaq’s listing requirements in the future.

Delisting from timethe Nasdaq Capital Market would cause us to timepursue eligibility for trading of these securities on other markets or exchanges, or on the pink sheets. In such case, our stockholders’ ability to trade, or obtain quotations of the market value of our common stock, would be severely limited because of lower trading volumes and transaction delays. These factors could contribute to lower prices and larger spreads in the bid and

ask prices of these securities. There can be no assurance that our securities, if delisted from the Nasdaq Capital Market in the future, would be listed on a national securities exchange, a national quotation service, the over-the-counter markets or the pink sheets. Delisting from the Nasdaq Capital Market, or even the issuance of a notice of potential delisting, would also result in negative publicity, make it more difficult for us to raise additional capital, adversely affect the market liquidity of our securities, decrease securities analysts’ coverage of us or diminish investor, supplier and employee confidence.

Vote Required

Approval of the issuance of the 4,350,000 shares of our common stock issued under the circumstances (including a subcommittee consistingPurchase Agreement and the issuance of a single member),shares of our common stock upon the exercise the Pre-Funded Warrant and the Private Warrants issued under the Purchase Agreement to make any preapproval decisions relatingpurchase up to audit, review, attest or non-audit services, provided that such decisions shall be presented to the full Audit Committee at its next scheduled meeting. During 2017, the Audit Committeepre-approved all audit and non-audit servicesan aggregate of 212,704,260 shares of common stock, in accordance with this policy.

Required Vote

Ratification of Ernst & Young as our independent registered public accounting firm will requireNasdaq Listing Rule 5635(d) requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively in person or represented by proxy atnegatively. Broker non-votes and abstentions will have no effect on the Annual Meetingoutcome of Proposal 2.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 2.

PROPOSAL 3

APPROVAL OF AN ADJOURNMENT OF THE SPECIAL MEETING

The Board believes that if the number of shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting is insufficient to approve the Reverse Stock Split or the Stock Issuance proposal, it is in the best interests of the stockholders to enable the Company to continue to seek to obtain a sufficient number of additional votes to approve the Reverse Stock Split proposal and/or the Stock Issuance proposal.

In this Proposal 3, we are asking stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of adjourning the Special Meeting or any adjournment or postponement thereof. If our stockholders approve this proposal, we could adjourn the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of the Reverse Stock Split proposal and/or the Stock Issuance proposal.

Approval of the adjournment of the Special Meeting requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. Abstentions will have no effect on the matter.

The boardoutcome of directors recommends aProposal 3. Because brokers have discretionary authority to vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.

EXECUTIVE OFFICER BIOGRAPHIES

Biographical information concerning each of our executive officers is set forth below.

Natalie Bogdanos, J.D.Ms. Bogdanos, age 49, has served as our General Counsel and Corporate Secretary since August of 2014, and served as a member of the Interim Office of the Chief Executive Officer from March 2017 to June 2017. She has over 19 years of experience in the legal field, almost 13 of which include serving as a chief legal officer of a publicly traded biotechnology company. Prior to joining ContraFect in 2014, Ms. Bogdanos served as Associate General Counsel at Memorial Sloan-Kettering Cancer Center (“MSKCC”), a cancer treatment and research institution, where she held a joint appointment with the Office of the General Counsel and the Office of Technology Development (“OTD”). At MSKCC, she provided legal counsel and guidance to various departments throughout the institution while having sole responsibility for the legal oversight of the OTD. She led the contracts group, managed the institution’s patent portfolio, provided regulatory guidance and compliance, and advised on litigation strategy. Prior to MSKCC, she was General Counsel at Enzo Biochem, Inc. (“Enzo”), a publicly traded international biotechnology and life science company, from 2003 to 2012. At Enzo, she was responsible for leading the legal department, handling contracts and complex business development agreements, ensuring SEC and regulatory compliance, overseeing litigation and managing Enzo’s portfolio of 500+ patents and patent applications. Previously, Ms. Bogdanos was an associate at Amster, Rothstein & Ebenstein from 1999 to 2003 where her practice focused on patent litigation and patent prosecution. Ms. Bogdanos has also served as a legal consultant to pharmaceutical companies and was a faculty member at the Practising Law Institute. Prior to attending law school, she was a research technician at the Public Health Research Institute where her work focused onStaphylococcus aureus. Ms. Bogdanos is an attorney licensed to practice before the United States Patent and Trademark Office. She is admitted to practice law in New York, the United States District Court, Southern and Eastern District of New York and the United States Court of Appeals for the Federal Circuit. Ms. Bogdanos received her J.D. from New York Law School and her Bachelor of Arts in Biology, with honors, from Queens College of the City University of New York.

Cara Cassino, M.D.Dr. Cassino, age 56, has served as our Chief Medical Officer since September 2015, also as Executive Vice President of Research and Development since October, 2015, and served as a member of the Interim Office of the Chief Executive Officer from March 2017 to June 2017. Dr. Cassino has over 20 years of experience as a clinician and executive in healthcare, including over 15 years of experience in pharmaceutical product development with over 20 successful regulatory submissions in the United States and globally. Prior to joining ContraFect in 2015, Dr. Cassino served as an independent consultant to various pharmaceutical and biotechnology companies, including Scynexis. Prior to that, she served as Senior Vice President at Forest Laboratories, Inc., a biopharmaceutical company (acquired by Actavis plc, now Allergan plc), where she oversaw Global Clinical Development from 2013 to 2014. While at Forest, she was responsible forpre- and post-marketing clinical activities for a portfolio of 35 compounds, and also clinical due diligence for M&A activity, including the $2.9 billion acquisition of Aptalis Pharma and the $1.1 billion acquisition of Furiex Pharmaceuticals. From 2008 to 2013, Dr. Cassino held a number of senior positions at Pfizer, including Global Medical Team Leader of Pfizer’s antibacterial franchise which included Zyvox (linezolid) and Medicines Development Group VP for Pulmonary Vascular Disease and Rare Diseases. Prior to joining Pfizer, Dr. Cassino also served as Executive Medical Director for the late stage U.S. respiratory franchise atBoehringer-Ingelheim Pharmaceuticals, Inc. and was a member of the academic faculty of the Division of Pulmonary and Critical Care Medicine at New York University (NYU) School of Medicine for eight years prior to joining industry. Dr. Cassino received her B.A., summa cum laude, in Chemistry and Fine Arts from NYU where she was elected Phi Beta Kappa, followed by an M.D. from NYU School of Medicine. She completed her internship and residency in Internal Medicine at NYU/Bellevue Hospital and a fellowship in Pulmonary/Critical Care Medicine at NYU and Mount Sinai Medical Centers. Dr. Cassino is Board Certified in both internal medicine and pulmonary medicine.

Michael Messinger, CPA. Mr. Messinger, age 43, currently serves as our Senior Vice President, Finance. He has more than 17 years of experience in finance, accounting and forecasting for clinical development. Prior to

joining ContraFect in November 2012 as our Vice President, Finance, he served as Director of Finance at Lexicon Pharmaceuticals, Inc. (“Lexicon”) for eight years and also held the position of Controller for three years. Prior to working at Lexicon, Mr. Messinger served as Controller of Coelacanth Corporation (which was acquired by Lexicon) for two years. While at Lexicon, Mr. Messinger was responsible for the financial management of Lexicon’s partnership with Symphony Capital, LLC, in addition to coordinating fiscal and program management concerning Lexicon’s development programs. Mr. Messinger received his B.B.A. degree in accounting from the University of Michigan. He started his career as an auditor at Ernst & Young LLP.

Josh Muntner. Mr. Muntner, age 49, has served as the Senior Vice President of Business Development since 2015, and served as a member of the Interim Office of the Chief Executive Officer from March 2017 to June 2017. Mr. Muntner has more than 15 years of transaction experience assisting life sciences companies with financing and M&A advisory transactions. Prior to joining ContraFect, he served as Managing Director and Co-Head of Healthcare Investment Banking at Janney Montgomery Scott, a financial services firm from 2012 to 2015. Mr. Muntner was also a Managing Director at ThinkEquity, an investment bank from 2009 to 2012. Previously, Mr. Muntner spent nine years at Oppenheimer & Co. and its U.S. predecessor, CIBC World Markets, in positions of increasing responsibility. Mr. Muntner also served as an investment banker at Prudential Securities. Mr. Muntner received his B.F.A. degree from Carnegie Mellon and his M.B.A. degree from The Anderson School at UCLA.

Nancy Dong. Ms. Dong, age 52, currently serves as our Vice President, Finance and Administration. She has more than 21 years of experience in accounting, strategic planning, budgeting and forecasting, organizational development, financial systems and controls and human resources. Prior to joining ContraFect in 2010 as Vice President, Controller, she served as controller at XL Marketing, a direct marketing firm, from 2009 to 2010 and at Alley Corp, a company that provides strategic advice to companies within its network, from 2007 to 2009. She also served as Vice President of Finance and Administration at DCM, atele-services firm supporting the performing arts, from 2002 to 2007. Ms. Dong also held the positions of COO and CFO at Semaphore, a project management software development firm. Ms. Dong received her B.A. degree from Yale University and a MPPM degree from The Wharton School at the University of Pennsylvania. She started her career as a management consultant at Ernst & Young LLP.

EXECUTIVE COMPENSATION

We have elected to provide compensation disclosure pursuant to the reduced disclosure requirements applicable to emerging growth companies, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

Our executive compensation program, consisting of a three-part compensation strategy that includes base salary, annualperformance- based cash bonuses and long-term equity incentive compensation, is designed to (i) pay for performance to encourage both Company and individual achievement; (ii) encourage efficient use of Company resources; and (iii) provide market competitive compensation to attract and retain highly qualified individuals who are capable of making significant contributions to the long-term success of the Company.

The Company doesthis proposal, we do not adopt express formulae for weighting different elements of compensation or for allocating between long-term andshort-term compensation but strives to develop comprehensive packages that are competitive with those offered by other companies with which the Company competes to attract and retain talented executives. Under the Company’s compensation practices, cash compensation consists of an annual base salary and performance-based bonuses, and equity-based compensation primarily consists of grants of stock options.

Named Executive Officers

Our named executive officers for 2017 set forth in this proxy statement (the “Named Executive Officers”) are:

2017 Summary Compensation Table

We are an emerging growth company and have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined under the Securities Exchange Act of 1934. The table below sets forth the annual compensation earned during fiscal years 2017 and 2016 by our Named Executive Officers.

Name and Principal Position						Salary ($)				Bonus ($) (1)				Non-Equity Incentive Plan Awards ($) (2)				Option Awards ($) (3)				All Other Compensation (4)				Total ($)
Natalie Bogdanos, J.D. General Counsel and Corporate Secretary			2017 2016			$ $	367,250 350,000			$ $	70,000 —			$ $	155,567 106,100			$ $	156,649 111,735			$ $	21,911 20,204			$ $	771,377 588,039
Michael Messinger			2017			$	315,150			$	—			$	88,439			$	168,698			$	43,259			$	615,546
Senior Vice President, Finance
Josh Muntner			2017			$	307,500			$	25,000			$	122,693			$	96,399			$	43,034			$	594,635
Senior Vice President, Business Development
Nancy Dong			2017			$	252,800			$	5,000			$	82,413			$	96,399			$	45,635			$	482,247
Vice President, Finance and Administration

Outstanding Equity Awards at 2017 FiscalYear-End

The following table sets forth information regarding outstanding stock options held by our Named Executive Officers as of December 31, 2017.

2017Non-Equity Incentive Plan Awards

Each Named Executive Officer is eligible to receive an annual non-equity incentive plan award based on performance. This award is based on the achievement of individual performance goals and Company goals, determined by our Compensation Committee at the beginning of each year. Each Named Executive Officer has a target maximum annual award amount, expressed as a percentage of the Named Executive Officer’s base salary. In 2017, Dr. Gilman was eligible to receive a non-equity incentive plan award of up to 75% of his base salary, or $393,750. The amount of this award was based upon the level of achievement of pre-determined corporate goals comprising activities necessary to achieve certainpre-clinical, clinical, regulatory, research and financial milestones of the Company, and his performance as Chief Executive Officer of the Company. Dr. Cassino was eligible to receive a non-equity incentive plan award of up to 45% of her base salary, or $200,250. The amount of this award was based upon the level of achievement of pre-determined goals, comprising 70% corporate, and 30% individual. These performance-based goals included, but were not limited to, activities necessary to achieve certainpre-clinical, clinical, regulatory, research and financial milestones of the Company. Ms. Bogdanos was eligible to receive a non-equity incentive plan award of up to 30% of her base salary, or $105,000. The amount of this award was based upon the level of achievement of pre-determined goals, comprising 70% corporate, and 30% individual. These performance-based goals included, but were not limited to, activities necessary for the Company to achieve certainpre-clinical, clinical, regulatory, research and financial milestones, and activities required for the Company’s successful operation as a publicly traded company.

As soon as practical after the year is completed, our Compensation Committee reviews actual performance against the stated Company goals and individual goals and determines subjectively what it believes to be the appropriate level of the award, if any, for the Named Executive Officers.

In February 2018, our Compensation Committee reviewed the performance of the Company and of each individual executive against the 2018 Company and individual goals and objectives and elected to pay non-equity incentive plan awards to the Named Executive Officers. The cash amounts awarded to each Named Executive Officer for 2017 performance are set forth in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Awards.”

Equity and Other Compensation Plans

We generally offer stock options to our employees, including our Named Executive Officers, as the long- term incentive component of our compensation program. Our stock options generally allow employees to purchase shares of our common stock at a price equal to the fair market value of our common stock on the date of grant and may be intended to qualify as “incentive stock options” under the Internal Revenue Code.

Our stock options typically vest either (a) as to 25% of the shares subject to the option on the first anniversary of the date of grant and in equal quarterly installments over the ensuing 36 months or (b) as to all of the shares subject to the option, ratably on a quarterly basis over a four-year period following the date of grant, in either case subject to the holder’s continued employment with us as of each applicable vesting date. From time to time, our board of directors may also construct alternate vesting schedules as it determines are appropriate to motivate particular employees.

We awarded stock options to our Named Executive Officers during 2017 in the following amounts:

These options were granted with exercise prices equal to the fair market of our common stock on the date of grant, as determined by our board of directors. Refer to the footnotes of our Outstanding Equity Awards at 2017 Fiscal Year-End table for the vesting of these options.

401(k) Retirement Plan

We maintain a retirement plan that is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code. In general, all of our employees are eligible to participate beginning on the first day of their employment. The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, generally equal to $18,000 for 2017, and have the amount of the reduction contributed to the 401(k) plan. The Company has implemented a cash matching program whereby it contributes, on adollar-for-dollar basis, an amount equal to 50% of employee contributions up to 3% of an employee’s salary.

2017 Director Compensation

Our non-employee directors are compensated on annual basis for their services on the board of directors as follows:

We generally grant stock options to our non-employee directors as soon as reasonably practical after the Annual Meeting as compensation for their service on our board of directors in the coming year. These stock options have an exercise price equal to the fair market value of our common stock on the date of grant and have a term of ten years from the date of grant, subject to the director’s continued service on our board of directors. The stock options vest as to 25% of the original number of shares underlying such options at the end of each calendar quarter following the date of grant.

The initial stock options granted to non-employee directors upon joining the board have an exercise price equal to fair market value on the date of grant and have a term of ten years from the date of grant, subject to the director’s continued service. The initial option grant vests 25% on the date of grant and 25% on each of the first three anniversaries of the date of grant.

Each member of our board of directors is also entitled to be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the board of directors and any committee on which he serves.

The following table sets forth in summary form information concerning the compensation that we paid or awarded during the year ended December 31, 2017 to each of our non-employee directors:

for an additional 524,117 shares which are beneficially owned by a managed account (the “Account”). Cormorant Fund and Cormorant GP have shared voting and dispositive power over 5,548,741 shares, while Cormorant LLC and Bihua Chen have shared voting and dispositive power over 6,668,203 shares. Cormorant GP serves as the general partner of the Cormorant Fund, and Cormorant LLC serves as the investment manager to both the Fund and the Account. Bihua Chen serves as the managing member of Cormorant GP and Cormorant LLC. The address for each of the Cormorant Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, MA 02116.

(6)

The address for Jack W. Schuler is c/o Crabtree Partners, 100 W. Field Drive, Suite 360, Lake Forest, IL 60045. Consists of (a) 3,818,4390 shares of common stock and (b) 1,909,22043,500 shares of common stock underlying warrantsoptions that are exercisable as of the Record DateDecember 22, 2022 or will become exercisable within 60 days after such date.

(7)

Based on a Schedule 13G filed with the SEC on July 28, 2017 by BVF Inc., Biotechnology Value Fund, L.P. (“BVF”), Biotechnology Value Fund II, L.P. (“BVF2”), Biotechnology Value Trading Fund OS LP (“Trading Fund OS”), BVF Partners OS Ltd. (“Partners OS”), BVF Partners L.P. (“Partners”) and Mark N. Lampert (together, the “BVF Reporting Persons”). Consists of (a) 3,500,00037,055 shares of common stock and (b) 1,750,00079,857 shares of common stock underlying warrantsoptions that are exercisable as of the Record DateDecember 22, 2022 or will become exercisable within 60 days after such date. Specifically, (i) BVF has shared voting and dispositive power over 2,443,720 shares of common stock, including 814,573 shares of common stock issuable upon the exercise of warrants, (ii) BVF2 has shared voting and dispositive power over 1,574,254 shares of common stock, including 524,751 shares of common stock issuable upon the exercise of warrants, and (iii) Trading Fund OS has shared voting and dispositive power over 437,841 shares of common stock, including 145,947 shares of common stock issuable upon the exercise of warrants. Partners OS, as the general partner of Trading Fund, OS may be deemed to beneficially own the 437,841 shares of common stock beneficially owned by Trading Fund OS, including 145,947 shares of common stock issuable upon the exercise of warrants. Partners, as the general partner of BVF, BVF2, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 5,250,000 shares of common stock beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and certain of Partners’ managed accounts (the “Partners Managed Accounts”), including 794,184 shares of common stock held in the Partners Managed Accounts (which includes 264,728 shares of common stock issuable upon the exercise of warrants). BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 5,250,000 shares of common stock beneficially owned by Partners. Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 5,250,000 shares of common stock beneficially owned by BVF Inc. The address for BVF Inc. is 1 Sansome Street, 30th Floor, San Francisco, CA 94104.

(8)

Based on a Schedule 13G filed with the SEC on February 14, 2018 by 683 Capital Management, LLC, 683 Capital Partners, LP and Ari Zweiman (collectively, the “683 Capital Reporting Persons”). Consists of (a) 2,617,004 shares of common stock and (b) 1,250,000 shares of common stock underlying warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date. Ari Zweiman is the Managing Member of 683 Capital Management, LLC, which is the investment manager of 683 Capital Partners, LP. Each of the 683 Capital Reporting Persons has shared voting and dispositive power over all such shares. The address for each of the 683 Capital Reporting Persons is 3 Columbus Circle, Suite 2205, New York, NY 10019.

(9)	Consists of (a) 20,800 shares of common stock and (b) 374,463 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(10)	Consists of (a) 776,732 shares of common stock and (b) 643,892 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(11)	Consists of (a) 800 shares of common stock and (b) 106,47179,857 shares of common stock underlying options and warrants that are exercisable as of the Record DateDecember 22, 2022 or will become exercisable within 60 days after such date.

(12)(9)

Consists of (a) 1,296,7966,200 shares of common stock and (b) 208,35381,287 shares of common stock underlying options and warrants that are exercisable as of the Record DateDecember 22, 2022 or will become exercisable within 60 days after such date.

(13)(10)

Consists of (a) 70,550800 shares of common stock and (b) 125,928242,850 shares of common stock underlying options and warrants that are exercisable as of the Record DateDecember 22, 2022 or will become exercisable within 60 days after such date.

(14)(11)

Consists of (a) 8,0001,909 shares of common stock and (b) 90,071231,016 shares of common stock underlying options and warrants that are exercisable as of the Record DateDecember 22, 2022 or will become exercisable within 60 days after such date.

(15)(12)

Consists of (a) 9,600129,797 shares of common stock and (b) 307,3001,798,110 shares of common stock underlying options and warrants that are exercisable as of the Record DateDecember 22, 2022 or will become exercisable within 60 days after such date.

(16)	Consists of (a) 12,000 shares of common stock and (b) 233,492 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(17)	Consists of (a) 8,000 shares of common stock and (b) 260,500 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(18)	Consists of (a) 800 shares of common stock and (b) 121,239 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(19)	Consists of (a) 14,091 shares of common stock and (b) 177,728 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(20)	Consists of (a) 2,000 shares of common stock and (b) 80,750 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(21)	Consists of (a) 18,494 shares of common stock and (b) 123,972 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(22)	Consists of (a) 2,238,663 shares of common stock and (b) 2,854,159 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSOTHER MATTERS

Indemnification Agreements

We have entered into indemnification agreements with eachSolicitation of our directors and executive officers in which we agree to indemnify, defend and hold harmless, and also advance expenses as incurred, to the fullest extent permitted under applicable law, from damage arising from the fact that such person is or was an officer or director of the Company or any of its subsidiaries. We maintain insurance policies for director and officer liability providing for maximum coverage in the amount of $20 million.

Policies and Procedures for Related Person Transactions

Our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, each of whom we refer to as a “related person”, has a direct or indirect material interest.

Company management is responsible for determining whether a transaction meets the requirements of a related person transaction requiring review under the related person transaction policy. If review is deemed to be required under the policy, it is the responsibility of the Audit Committee to review related person transactions and approve, ratify, revise or reject related person transactions. The Audit Committee will consider all relevant facts and circumstances and will only ratify those transactions that are in our best interests. If a related party transaction involves a related person who is a director or immediate family member of a director, such director may not participate in the deliberations or vote respecting such transaction; provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the Audit Committee which considers such transaction. If management determines it is impractical or undesirable to wait until an Audit Committee meeting to consummate a transaction with a related person, the chairperson of the Audit Committee may approve the transaction with the related person. Any such approval must be reported to the Audit Committee at the next regularly scheduled meeting.

The following transactions involving related persons arepre-approved under the related party transaction policy:

(ii) the executive officer is not an immediate family member of another related person, the related compensation would be reported in our proxy statement under Item 402 of the SEC’s compensation disclosure requirements if the executive officer was a “named executive officer,” and the Compensation Committee approved (or recommended that the Board approve) such compensation;

AUDIT COMMITTEE REPORT

The Audit Committee operates under a written charter adopted by the board of directors, which is reviewed at least annually. A copy of the Audit Committee Charter is available on the Corporate Governance page of our website athttp://ir.contrafect.com/governance-docs. The members of the Audit Committee are Messrs. David N. Low, Jr. (Chairman), Roger J. Pomerantz, M.D., F.A.C.P. and Cary W. Sucoff, each of whom meets the independence standards established by Nasdaq and the rules of the SEC.

The Audit Committee oversees our financial reporting process on behalf of the board of directors and is responsible for providing independent, objective oversight of our accounting, auditing, financial reporting, internal control and legal compliance functions. It is not the duty of the Audit Committee to plan or conduct audits or to determine that our financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Management is responsible for our financial statements and the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible in its report for expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed our audited financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 with management and the Company’s independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm the various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including those matters required by Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and discussed with the independent registered public accounting firm its independence from the Company.

Based upon the reviews and discussions outlined above, the Audit Committee recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 for filing with the Securities and Exchange Commission.

Audit Committee

David N. Low, Jr. (Chairman)

Cary W. Sucoff

Roger J. Pomerantz, M.D., F.A.C.P.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than 10% common stock, to file reports of ownership and changes in ownership with the SEC and Nasdaq. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with all copies of Section 16(a) forms they file. Specific due dates for these reports have been established and we are required to identify in this proxy statement those persons who failed to timely file these reports. Based solely on our review of these forms and written representations from the officers and directors received by us, we believe that during the fiscal year ended December 31, 2017, all Section 16(a) filing requirements were complied with in a timely fashion.

PAYMENT OF COSTSProxies

The expense of printing and mailing proxy materials and the solicitation of proxies will be borne by us. We have retained Georgeson LLC to solicit proxies on behalf of the Board and we expect to pay them approximately $14,500, plus expenses, for such services. In addition to the solicitation of proxies by mail, solicitation may be made by our directors, officers and other employees by personal interview,e-mail, telephone or facsimile. No additional compensation will be paid to our directors, officers or employees for such solicitation. We will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of our common stock.

WhetherHouseholding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or notmore stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you intendhave received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be presentlimited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement by contacting the Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

Stockholder Proposals for 2023 Annual Meeting

Rule 14a-8 Proposals

To be eligible for inclusion in the Company’s proxy statement for the 2023 annual meeting of stockholders, stockholder proposals submitted pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, must have been received at the Annual Meeting, we urge you to return your signed proxy promptly.

By Order of the Board

Natalie Bogdanos

General Counsel & Corporate Secretary

March 21, 2018

Our 2017 Annual Report on Form 10-K has been mailed with this Proxy Statement. We will provide copies of exhibits to the Annual Report on Form 10-K, but will charge a reasonable fee per page to any requesting stockholder. Any such requestCompany’s principal executive offices no later than December 6, 2022. Stockholder proposals should be addressed to the Company atto: ContraFect Corporation, Attn: Corporate Secretary, 28 Wells Avenue, Third Floor, Yonkers, New York 10701, Attention: Investor Relations Department. The request10701.

Other Proposals or Nominees for Presentation at the 2023 Annual Meeting

Stockholder proposals and director nominations not intended for inclusion in the Company’s proxy statement for the 2023 annual meeting of stockholders, but which instead are sought to be presented directly at such meeting, must includecomply with the requirements set forth in our Amended and Restated Bylaws. Our Amended and Restated Bylaws require, among other things, that our Secretary receive written notice of such intent to present such proposal or nomination not less than ninety (90) calendar days nor more than one hundred twenty (120) days prior to the anniversary of the preceding year’s annual meeting. Therefore, the Company must receive notice of such a representationproposal or nomination for the 2023 annual meeting of stockholders no earlier than the close of business on January 17, 2023 and no later than the close of business on February 16, 2023 to be considered timely. In the event that the date of the 2023 annual meeting of stockholders is more than thirty (30) days before or more than sixty (60) days after May 17, 2023, then our Secretary must receive such written notice not earlier than the close of business on the 120th day prior to the 2023 annual meeting and not later than the close of business on the 90th day prior to the 2023 annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such meeting is first made by the Company. Proxies will confer discretionary authority to vote on any untimely proposals or nominations.

In addition to satisfying the foregoing requirements under our Amended and Restated Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees for the 2023 annual meeting of stockholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 20, 2023.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING ELECTRONICALLY, WE URGE YOU TO SUBMIT A PROXY FOR YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, OR BY SIGNING, DATING AND MAILING THE PROXY CARD IN THE ENCLOSED RETURN ENVELOPE.