The Company intends to use the net proceeds of the Public Offering and Private Placement to fund initiation
of its Phase 3 DISRUPT trial of exebacase (CF-301) in Staph aureus bacteremia, including right-sided endocarditis, to fund advancement of its portfolio, including
IND-enabling activities for an engineered gram-negative lysin directly targeting highly-resistant Pseudomonas aeruginosa, and for working capital and other general corporate purposes. The Company
believes that its cash and cash equivalents, together with the net proceeds from the Public Offering and the Private Placement, will fund its operations into the second quarter of 2020.
The Public Offering was made pursuant to an effective shelf registration statement on Form S-3 (Registration Statement
No. 333-228626) previously filed with and declared effective by the Securities and Exchange Commission (the SEC) and a related prospectus supplement and accompanying prospectus filed with the
SEC.
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 Companys periodic reports and other filings with the SEC.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of the Public 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 anticipated amount of net proceeds from the Public Offering and Private Placement and the intended use
of such proceeds; and the Companys belief that its cash and cash equivalents will fund its operations into the second quarter of 2020. Forward-looking statements are statements that are not historical facts, nor assurances of future
performance. Instead, they are based on the Companys 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 amount of and use of net proceeds from the Public Offering and Private Placement may differ from the Companys current expectations; the Company has incurred significant losses
since its inception and may never achieve profitability; the Companys recurring losses from operations could raise substantial doubt regarding its ability to continue as a going concern; the Company has no product revenues; the Companys
short operating history; the Companys need for substantial additional funding; the Company may be required to suspend or discontinue clinical trials due to adverse side effects or other safety risks; clinical trials of the Companys
product candidates are subject to delays, which could result in increased costs and jeopardize its ability to obtain regulatory approval and commence product sales as currently contemplated; the Companys ability to attract and retain qualified
personnel, and changes in management; difficulties in managing the Companys growth; and the important factors described under the caption Risk Factors in the Companys Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission (the SEC) on November 12, 2019 and its other filings with the SEC for the Public Offering. Any forward-looking statement made by the
Company in this current report is based only on information currently
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