11,797,752 Shares Warrants to Purchase 8,848,314 Shares CONTRAFECT CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2020 • CONTRAFECT Corp • Pharmaceutical preparations • New York
ContraFect Corporation, a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) (i) an aggregate of 11,797,752 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and (ii) warrants to purchase up to an aggregate of 8,848,314 shares of Common Stock on the terms and conditions set forth in the form of warrant attached as Exhibit A hereto (the “Warrants”). Each Share is being sold together with a Warrant to purchase 0.75 shares of Common Stock at an exercise price of $4.90 per whole share of Common Stock. The aggregate number of shares of Common Stock underlying the Warrants are referred to herein as the “Warrant Shares.” The Shares, Warrants and Warrant Shares are collectively referred to in this Agreement as the “Securities.”
WARRANT AGREEMENTWarrant Agreement • May 27th, 2020 • CONTRAFECT Corp • Pharmaceutical preparations • New York
This Warrant Agreement (“Warrant Agreement”) is entered into as of May 27, 2020, by and between ContraFect Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 27th, 2020 • CONTRAFECT Corp • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 22, 2020 (the “Signing Date”), by and between ContraFect Corporation, a Delaware corporation (the “Company”), and Pfizer Inc., a Delaware corporation (the “Purchaser”).
ContractWarrant Agreement • May 27th, 2020 • CONTRAFECT Corp • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
