ContraFect Announces Pricing of $7.0 Million Registered Direct Offering and Concurrent Private Placement
December 13 2022 - 8:01AM
ContraFect Corporation (Nasdaq:
CFRX), a clinical-stage biotechnology company focused on
the discovery and development of direct lytic agents (DLAs),
including lysins and amurin peptides, as new medical modalities for
the treatment of life-threatening, antibiotic-resistant infections,
announces today that it has entered into a securities purchase
agreement with a single institutional investor to purchase
approximately $7.0 million of its common stock (or pre-funded
warrants to purchase common stock in lieu thereof) in a registered
direct offering and warrants to purchase common stock in a
concurrent private placement. The combined effective purchase price
for each share of common stock (or pre-funded warrant to purchase
common stock in lieu thereof) and associated warrants will be
$0.129.
Under the terms of the securities purchase
agreement, ContraFect has agreed to issue 4,350,000 shares of
common stock and pre-funded warrants to purchase 49,913,565 shares
of common stock. In the concurrent private placement, which will be
consummated concurrently with the offering, ContraFect also has
agreed to issue Class A warrants to purchase up to an aggregate of
108,527,130 shares of common stock and Class B warrants to purchase
up to an aggregate of 54,263,565 shares of common stock. Each of
the warrants is subject to a customary beneficial ownership
limitation on exercisability, and the Class A warrants and Class B
warrants will not be exercisable at all until ContraFect obtains a
shareholder approval of an amendment to the Company’s certificate
of incorporation for either an increase in authorized shares of its
common stock or a reverse split of its common stock and a
shareholder approval as required under the Nasdaq rules with
respect to this transaction. Each of the Class A warrants and Class
B warrants will have an exercise price of $0.129 per share of
common stock. The Class A Warrants will expire five years from the
date on which they become exercisable. The Class B warrants will
expire six months from the date on which they become
exercisable.
Maxim Group LLC is acting as the sole placement
agent for the offering.
The offering is expected to close on or about
December 15, 2022, subject to the satisfaction of customary closing
conditions.
The shares of common stock and pre-funded
warrants are being offered pursuant to a shelf registration
statement on Form S-3 (File No. 333-246359) previously filed and
declared effective by the Securities and Exchange Commission (SEC)
on August 31, 2020. The offering of the shares of common stock and
pre-funded warrants will be made only by means of a prospectus
supplement that forms a part of the registration statement. The
warrants issued in the concurrent private placement and the shares
issuable upon exercise of such warrants were offered in a private
placement under Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Act”), and Regulation D promulgated thereunder, have
not been registered under the Act or applicable state securities
laws and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be
any sales of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. A
prospectus supplement relating to the shares of common stock and
pre-funded warrants will be filed by ContraFect with the SEC. When
available, copies of the prospectus supplement relating to the
registered direct offering, together with the accompanying
prospectus, can be obtained at the SEC’s website at www.sec.gov or
from Maxim Group LLC, 300 Park Avenue, New York, NY 10022,
Attention: Syndicate Department, or via email at
syndicate@maximgrp.com or telephone at (212) 895-3745.
Forward-Looking
Statements
This press release contains, and our officers
and representatives may make from time to time, “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 release include,
without limitation, statements regarding the consummation of the
registered direct offering and concurrent private placement and the
satisfaction of customary closing conditions with respect to the
registered direct offering and concurrent private placement.
Forward-looking statements are statements that are not historical
facts, nor assurances of future performance. Instead, they are
based on ContraFect’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, uncertainties and
changes in circumstances that are difficult to predict and many of
which are beyond ContraFect’s control, including, without
limitation, that ContraFect has and expects to continue to incur
significant losses, ContraFect’s need for additional funding, which
may not be available, the occurrence of any adverse events related
to the discovery, development and commercialization of ContraFect’s
product candidates such as unfavorable clinical trial results,
insufficient supplies of drug products, the lack of regulatory
approval, or the unsuccessful attainment or maintenance of patent
protection, changes in management may negatively affect
ContraFect’s business and other important risks detailed under the
caption “Risk Factors” in ContraFect’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2022 and its other filings
with the Securities and Exchange Commission. Actual results may
differ from those set forth in the forward-looking statements. Any
forward-looking statement made by ContraFect in this press release
is based only on information currently available and speaks only as
of the date on which it is made. Except as required by applicable
law, ContraFect expressly disclaims any obligations to publicly
update any forward-looking statements, whether written or oral,
that may be made from time to time, whether as a result of new
information, future developments or otherwise.
Investor Relations
Contacts:
Michael MessingerContraFect CorporationTel: 914-207-2300Email:
mmessinger@contrafect.com
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