Item 8.01. Other Events.
On December 17, 2019, the Company entered into an underwriting agreement (the Underwriting Agreement) with Maxim Group LLC (the
Underwriter), relating to the offering, issuance and sale (the Offering) of 25,650,000 shares (the Shares) of the Companys common stock. The public offering price in the Offering was $0.39 per share. The
Underwriter has agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $0.3666 per share. The net proceeds to the Company from the Offering are expected to be approximately $9.2 million, after
deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
On December 19, the Company announced the
closing of the Offering.
The Company intends to use the net proceeds of the Offering 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
Offering, will fund its operations into the third quarter of 2020.
The 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 Offering and the intended use of such proceeds; and the
Companys belief that its cash and cash equivalents will fund its operations into the third 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 Offering 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
2