On July 27, 2018, ContraFect Corporation (the “Company” or “ContraFect”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Jaffray & Co., as representative of the several underwriters named therein (collectively, the “Underwriters”), relating to the offering, issuance and sale (the “Offering”) of 5,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share.
The public offering price in the Offering was $2.00 per Share. The Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $1.87 per Share. The net proceeds to the Company from the Offering are expected to be approximately $9.0 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering is expected to close on or about July 31, 2018, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The Company intends to use the net proceeds of the Offering to accelerate its readiness for Phase 3 development ofCF-301, the advancement of its anti-pseudomonal lysins and other pipeline assets into preclinical studies, and for working capital and general corporate purposes. The Company believes that its cash, cash equivalents and short-term investments, together with the net proceeds from the Offering, will fund its operations into the first quarter of 2020.
The Offering is being made pursuant to the Company’s effective shelf registration statement on FormS-3 (Registration StatementNo. 333-217989) previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) and a prospectus supplement and accompanying prospectus filed with the SEC.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein. A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 to this report.
Forward-Looking Statements
This current report contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential,” “promise” or similar references to future periods. Examples of forward-looking statements in this current report include, without limitation, statements regarding the Company’s intent not to list the warrants on a securities exchange or automated quotation system; the anticipated amount of net proceeds from the Offering and the intended use of such proceeds; the anticipated timing of the closing of the Offering; and the Company’s belief that its cash, cash equivalents and short-term investments will fund its operations into the first quarter of 2020. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation: the Company may list the warrants on a securities exchange or automated
