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): ~~September~~November 217, 2023

ContraFect Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-36577

39-2072586

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

28 Wells Avenue, 3rd Floor, Yonkers, New York 10701

(Address of principal executive offices) (Zip Code)

(914) 207-2300

Registrant’s telephone number, including area code

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

CFRX

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on August 15, 2023, ContraFect Corporation (the “Company”) was notified by the staff of The Nasdaq Stock Market (“Nasdaq”) that the Company did not meet the minimum $2.5 million stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”) for continued listing on The Nasdaq Capital Market (the “Staff Determination”). The Company requested a hearing before athe Nasdaq Hearings Panel (the “Panel”) to appeal the Staff Determination~~, which stayed the suspension of trading and delisting of the Company’s common stock pending the conclusion of the hearing process~~. ~~There can be no assurance that the Panel will grant the Company’s request for continued listing on The Nasdaq Capital Market.~~

On ~~September~~November 217, 2023, the Company ~~was~~received ~~notified~~a bydetermination ~~the~~letter ~~staff of Nasdaq~~ (the “~~Staff~~Delisting ~~Deficiency Letter~~Notification”) ~~that,~~from ~~for~~ the ~~last~~Nasdaq ~~thirty~~Hearings ~~consecutive~~Advisor ~~business~~stating ~~days,~~that the ~~bid~~Panel ~~price~~has ~~for~~determined to delist the Company’s common stock, ~~had~~par ~~closed~~value ~~below the minimum~~ $10.000001 per share ~~requirement~~(the ~~for~~“Common ~~continued~~Stock”) ~~listing~~from onthe ~~The~~ Nasdaq Capital Market, ~~under~~and Nasdaq ~~Listing~~will ~~Rule 5550(a)(2)~~accordingly ~~(the~~suspend ~~“Minimum~~trading ~~Bid~~in ~~Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A),~~ the Company’s ~~has~~Common ~~been~~Stock, ~~provided~~effective anat ~~initial~~the ~~period~~opening of ~~180~~trading ~~calendar~~on ~~days, or until March~~November 199, ~~2024~~2023, tobecause ~~regain compliance. The letter states that~~ the ~~Nasdaq staff will provide written notification that the~~ Company has ~~achieved~~not demonstrated compliance with ~~Rule 5550(a)(2) if~~the atMinimum ~~any~~Stockholders’ ~~time~~Equity ~~before March 19~~Requirement, ~~2024,~~does ~~the~~not ~~bid~~meet ~~price~~any of the ~~Company’s~~alternative ~~common~~requirements ~~stock~~under ~~closes~~Nasdaq atListing ~~$1.00~~Rule ~~per~~5550(b) ~~share~~and ~~or more for a minimum of ten consecutive business days. The Staff Deficiency Letter~~ has nofailed ~~immediate~~to ~~effect~~demonstrate onthat ~~the~~additional ~~listing~~time orto ~~trading~~regain ofcompliance ~~the~~is ~~Company’s common stock~~appropriate.

IfPursuant to the ~~Company~~Delisting ~~does~~Notification, ~~not~~the ~~regain~~Company ~~compliance~~has ~~with~~a ~~the~~period ~~Minimum~~of ~~Bid~~15 ~~Price~~days ~~Requirement by~~from ~~March 19, 2024,~~ the ~~Company~~date ~~may~~of bethe ~~eligible~~Delisting ~~for~~Notification anto ~~additional~~submit ~~180~~a ~~calendar~~written ~~day~~request ~~compliance~~for ~~period. To~~a ~~qualify,~~review of the ~~Company~~Panel’s ~~would~~delisting bedetermination ~~required~~by ~~to meet~~ the ~~continued~~Nasdaq ~~listing~~Listing ~~requirement~~and ~~for~~Hearing ~~market~~Review ~~value~~Council of(the ~~publicly~~“Listing ~~held~~Council”). ~~shares~~Unless ~~and~~the ~~all~~Company ~~other~~submits ~~initial~~a ~~listing~~timely ~~standards~~request for ~~The~~the ~~Nasdaq~~Listing ~~Capital~~Council’s ~~Market,~~review ~~with~~of the ~~exception~~Panel’s ofdelisting determination, the ~~Minimum~~Company ~~Bid~~expects ~~Price~~that ~~Requirement,~~a ~~and~~Form ~~would~~25-NSE ~~need~~will tobe ~~provide~~filed ~~written~~with ~~notice~~the ofSecurities ~~its~~and ~~intention~~Exchange toCommission ~~cure~~(“SEC”), ~~the~~which ~~deficiency~~would ~~during~~remove the ~~second~~Company’s ~~compliance~~securities ~~period,~~from ~~for~~listing ~~example,~~and byregistration ~~effecting~~on aNasdaq. ~~reverse~~The ~~stock~~Company ~~split,~~has ifnot ~~necessary. However,~~yet determined if it ~~appears~~will torequest ~~the~~a ~~Nasdaq~~review ~~staff~~of ~~that~~ the ~~Company~~delisting ~~will~~determination ~~not~~by ~~be able to cure~~ the ~~deficiency,~~Listing orCounsel. ifIf the Company isrequests ~~otherwise~~such ~~not~~a ~~eligible~~review, ~~Nasdaq~~it would ~~notify~~stay the ~~Company~~filing ~~that~~of ~~its~~the ~~securities~~Form ~~would~~25-NSE bepending ~~subject~~the toListing ~~delisting.~~Council’s Inreview, ~~the~~but ~~event~~would ofnot ~~such~~stay ~~a notification,~~ the ~~Company~~suspension ~~may~~of ~~appeal~~trading in the ~~Nasdaq staff~~Company’s ~~determination~~Common toStock ~~delist~~on ~~its~~The ~~securities.~~Nasdaq ~~There~~Capital ~~can~~Market. beIn noaddition, ~~assurance~~if ~~that~~ the Company ~~will~~requests bea ~~eligible~~review, ~~for~~there ~~the~~can ~~additional~~be ~~180~~no ~~calendar~~assurance ~~day compliance period, if applicable, or~~ that the ~~Nasdaq~~Listing ~~staff~~Council would grant the Company’s request for continued listing ~~subsequent~~on toThe ~~any~~Nasdaq ~~additional~~Capital ~~delisting notification~~Market.

The Company ~~continues~~anticipates tothat ~~evaluate~~its ~~various~~Common ~~alternative~~Stock ~~courses~~may ofbe ~~action~~immediately eligible to ~~regain~~be ~~compliance~~quoted ~~with~~on ~~the~~an ~~Minimum Stockholders’ Equity Requirement and~~ over-the-counter ~~Minimum~~trading ~~Bid Price Requirement~~market. However, there can be no assurance that the Company ~~will be able to maintain compliance with the Nasdaq Capital Market~~’s ~~continued~~Common ~~listing~~Stock ~~requirements~~will orbe ~~regain~~admitted ~~compliance~~to ~~with~~trading ~~the~~on ~~Minimum~~any ~~Stockholders’ Equity Requirement or~~ over-the-counter ~~Minimum~~trading ~~Bid Price Requirement~~market.

Forward-Looking Statements

This Current Report on Form 8-K (“Form 8-K”) 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 Form 8-K include, without limitation, statements regarding whether the Company’s ~~intent~~will orrequest ~~ability~~a toreview ~~regain~~of ~~compliance with~~ the ~~Minimum~~delisting ~~Stockholders’~~determination ~~Equity~~by ~~Requirement and~~ the ~~Minimum~~Listing ~~Bid Price Requirement~~Council, the ~~outcome~~timing of the ~~Panel’s~~filing ~~review~~ of any ~~Company~~Form ~~appeal~~25-NSE ofwith the ~~Staff Determination~~SEC, and ~~any~~the ~~courses~~Company’s ofongoing ~~action~~trading toon ~~regain~~the ~~compliance with~~ over-the-counter ~~Nasdaq~~trading ~~Capital Market’s continued listing requirements~~markets. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company’s 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, ~~there~~delisting ~~can~~from beNasdaq nomay ~~assurance~~adversely ~~that~~impact ~~the~~trading ~~Company~~in ~~will meet~~ the ~~Minimum Stockholders~~Company’s ~~Equity~~Common ~~Requirement~~Stock and the ~~Minimum Bid Price Requirement in the future or otherwise meet Nasdaq compliance standards; that Nasdaq will grant the~~ Company’s ~~any~~ability ~~relief from delisting or whether the Company can agree~~ to orraise ~~ultimately meet applicable Nasdaq requirements for any such relief~~financing; ~~that~~ the Company has and expects to continue to incur significant losses; the Company’s need for additional funding, which may not be available on reasonable terms or at all; the occurrence of any adverse events related to the discovery, development and commercialization of the Company’s product candidates such as unfavorable clinical trial results, insufficient supplies of drug products, lack of regulatory approval, or unsuccessful attainment or maintenance of patent protection; and the other important factors described under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the SEC on August 14, 2023, and its other filings with the SEC. Any forward-looking statement made by the Company in this Form 8-K is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2023, and its other filings with the SEC. Any forward-looking statement made by the Company in this Form 8-K is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

SIGNATURES

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

CONTRAFECT CORPORATION

Date: September 29, 2023

/s/ Natalie Bogdanos

Date: November 8, 2023

/s/ Natalie Bogdanos

Natalie Bogdanos

General Counsel & Corporate Secretary

Filing Compare · CONTRAFECT Corp