424B3 1 d179790d424b3.htm 424B3 424B3

Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-206786

 

Prospectus Supplement No. 1

(To Prospectus dated March 30, 2016)

 

LOGO

6,880,333 Shares of Common Stock issuable upon the

exercise of 6,880,333 outstanding Class A Warrants

206,410 Shares of Common Stock issuable upon the

exercise of the Representative’s Warrant

 

 

This prospectus supplement supplements the prospectus dated March 30, 2016, relating to (i) 6,880,333 shares of our common stock issuable upon the exercise of 6,880,333 Class A warrants to purchase one share of common stock originally issued on July 28, 2014 and (ii) 206,410 shares of common stock issuable upon the exercise of the Representative’s Warrant originally issued on August 27, 2014.

This prospectus supplement incorporates into our prospectus the information contained in our attached Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on April 12, 2016.

You should read this prospectus supplement in conjunction with the accompanying prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the accompanying prospectus except to the extent that the information in the prospectus supplement supersedes the information contained in the accompanying prospectus.

 

 

Investing in our common stock involves risks. See the information under the captions “Risk Factors” beginning on page 5 of the accompanying prospectus, as well as the information under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on March 15, 2016, which is incorporated by reference in this prospectus supplement and the accompanying prospectus. You should also read carefully and consider any additional risk factors included in documents that we file with the Securities and Exchange Commission that are incorporated by reference in this prospectus supplement and the accompanying prospectus.

 

 

Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities nor passed upon the accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is April 12, 2016.


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 11, 2016

 

 

ContraFect Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-36577   39-2072586

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

   
28 Wells Avenue, Third Floor  
Yonkers, New York   10701
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (914) 207-2300

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On April 11, 2016, Daniel E. Couto provided notice of his decision to resign from his position as Senior Vice President of Manufacturing and Facilities Operations of ContraFect Corporation, effective April 22, 2016. Mr. Couto will be pursuing another opportunity with Vedanta Biosciences in connection with his family’s relocation to Massachusetts.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  CONTRAFECT CORPORATION
 

Date: April 11, 2016

    By:  

/s/ Natalie Bogdanos

     

Name:  Natalie Bogdanos

     

Title:    General Counsel & Corporate Secretary