As filed with the Securities and Exchange Commission on May 21, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ContraFect
Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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39-2072586
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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28 Wells Avenue, Third Floor
Yonkers, New York 10701
(914) 207-2300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Natalie Bogdanos, Esq.
General Counsel and Corporate Secretary
28 Wells Avenue, Third Floor
Yonkers, New York 10701
(914) 207-2300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter N. Handrinos, Esq.
Wesley C. Holmes, Esq.
Latham & Watkins LLP
200 Clarendon Street, 27th Floor
Boston, MA 02116
(617) 948-6000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-228626
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form
is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Proposed
Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee(2)
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Common Stock, par value $0.0001 per share
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—
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—
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Warrants
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—
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—
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Units
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—
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—
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Total
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$15,993,200
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$2,075.92
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(1)
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The Registrant previously registered an aggregate of $100,0000,000.00 of Common Stock, Preferred Stock, Debt
Securities, Warrants and Units on a Registration Statement on Form S-3 (File No. 333-228626), as amended, which was declared effective on December 13, 2018
(the “Related Registration Statement”), and for which a filing fee of $12,120.00 was previously paid. As of the date hereof, a balance of $79,966,000 of such securities remains to be offered and sold under the Related Registration
Statement. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of Common Stock, Warrants and Units, having a proposed maximum aggregate offering price of $15,993,200 is hereby registered.
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(2)
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The registration fee has been calculated pursuant to Rule 457(o) promulgated under the Securities Act of 1933,
as amended (the “Securities Act”).
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This Registration Statement
shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.