As filed with the Securities and Exchange Commission on August 14, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 No.)
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28 Wells Avenue, Third Floor
Yonkers, New York 10701
(914) 207-2300
(Address of principal executive offices) (Zip code)
ContraFect Corporation 2014 Omnibus Incentive Plan
(Full title of the plans)
Natalie
Bogdanos, Esq.
General Counsel and Corporate Secretary
ContraFect Corporation
28 Wells Avenue, Third Floor
Yonkers, New York 10701
(914) 207-2300
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
Peter N. Handrinos, Esq.
Latham & Watkins LLP
John Hancock Tower
200
Clarendon Street
Boston, MA 02116
(617) 948-6060
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 the 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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
per
Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share
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613,282 (2)
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$5.28(3)
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$3,238,128.96
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$420.31
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be
deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Consists of an additional 613,282 shares issuable under the ContraFect Corporation 2014 Omnibus Incentive Plan
(the 2014 Plan) pursuant to the terms of the 2014 Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and
457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the ContraFect Corporations (the Registrant) common stock as reported on The Nasdaq Capital Market on August 13,
2020.
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