Item 8.01. Other Events.
On March 17, 2021, ContraFect Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with SVB Leerink LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the public offering, issuance and sale by the Company of 10,000,000 shares of the Company’s common stock, $0.0001 par value per share, at a public offering price of $5.00 per share, less underwriting discounts and commissions, 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. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 1,500,000 shares of its common stock at the public offering price, less underwriting discounts and commissions. On March 18, 2021, the Underwriters exercised their option to purchase additional shares in full. The closing of the offering and the option exercise is expected to occur on or about March 22, 2021, subject to the satisfaction of customary closing conditions.
The Company expects to receive net proceeds from the offering and the option exercise of approximately $53.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering and the option exercise to fund the completion of the exebacase Phase 3 development program for potential BLA submission for the treatment of Staph aureus bacteremia, including right-sided endocarditis, to fund a Phase 1/2 safety and efficacy trial for exebacase as a treatment for patients with chronic post-operative Staphylococcal prosthetic joint infections, to fund the acceleration of investigational new drug-enabling activities and a Phase 1a/1b trial of CF-370, an engineered gram-negative lysin directly targeting Pseudomonas aeruginosa, and for working capital and other general corporate purposes. The Company believes that its cash, cash equivalents and marketable securities, together with the net proceeds from the offering and the option exercise, will fund its operations into the first half of 2023.
The representations, warranties and covenants contained in the Underwriting Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
The foregoing descriptions of the Underwriting Agreement is not complete and is qualified in its entireties by reference to the full text of the Underwriting Agreement, a copy of which are filed as Exhibit 1.1 to this report and is incorporated by reference herein.
Latham & Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated March 19, 2021, regarding the validity of the shares of common stock to be issued and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
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 consummation of the offering and the option exercise, the terms of the offering, the satisfaction of customary closing conditions with respect to the offering, the anticipated amount of net proceeds from the offering and the option exercise, the intended use of such net proceeds, and the Company’s belief that its cash and cash equivalents will fund its operations into the first half of 2023. 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
