ContraFect Announces One-for-Ten Reverse Stock Split
YONKERS, N.Y., Feb. 04, 2020 (GLOBE NEWSWIRE) -- ContraFect Corporation (Nasdaq:CFRX), a clinical-stage biotechnology company focused on the discovery and development of direct lytic agents (DLAs), including lysins and amurin peptides, as new medical modalities for the treatment of life-threatening, antibiotic-resistant infections, today announced a one-for-ten reverse stock split of its shares of common stock. Stockholders of ContraFect approved an amendment to the Company’s Certificate of Incorporation to effect the reverse stock split at a Special Meeting of Stockholders held on January 31, 2020. The reverse stock split is intended to give ContraFect greater flexibility in considering and planning for future potential business needs and to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum price requirement for continued listing on The Nasdaq Capital Market. At approximately 5:45 p.m., Eastern Time, on February 3, 2020, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to effect the reverse stock split with the Secretary of State of the State of Delaware. The reverse stock split became effective immediately upon the filing of the Certificate of Amendment. At the opening of trading on February 4, 2020, ContraFect expects its common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market under the symbol “CFRX” and under a new CUSIP number 212326300.
“We can look across today’s infectious disease landscape and bear witness to a number of growing public health crises. As a leader in anti-infective drug development, we hold firm to our mandate to bring entirely new treatment modalities to patients suffering and dying from infections which are resistant to standard antibiotics. Using these new modalities, we aim to bring truly meaningful medical advances that have not been observed in decades in this critical therapeutic area,” said Roger J. Pomerantz, MD, President, Chief Executive Officer, and Chairman of ContraFect. “Having now completed this reverse split, we look forward to being in full compliance with Nasdaq's continued listing requirements, to continue to advance these new treatments to the patients who are waiting and to deliver value to our shareholders.”
The reverse stock split affects all issued and outstanding shares of ContraFect’s common stock. In the reverse stock split, every ten (10) shares of ContraFect’s common stock outstanding will automatically be combined and reclassified into one (1) new share of common stock. The par value of the Company’s common stock will remain unchanged at $0.0001 per share. The reverse stock split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in ContraFect’s equity, except to the extent that the reverse stock split results in any stockholders owning only a fractional share. No fractional shares will be issued in connection with the reverse split. Holders of common stock that would otherwise receive a fractional share of common stock pursuant to the reverse stock split will receive cash in lieu of the fractional share. Additionally, all ContraFect equity awards and warrants outstanding immediately prior to the reverse stock split will be proportionately adjusted.
American Stock Transfer & Trust Company is acting as the exchange agent and transfer agent for the reverse stock split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. AST will provide instructions to stockholders with physical certificates regarding the process for exchanging their pre-split stock certificates for book entry of the appropriate number of post-split shares and receiving payment for any fractional shares. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the reverse stock split and will receive payment for any fractional shares in accordance with their respective bank’s, broker’s, or nominee’s particular processes.
Additional information regarding the reverse stock split can be found in ContraFect’s definitive proxy statement (Form DEF 14A), filed with the SEC on January 6, 2020, and posted in the "Investors & Media" section of ContraFect’s website at www.contrafect.com.
ContraFect is a biotechnology company focused on discovering and developing differentiated biologic therapies for life-threatening, drug-resistant infectious diseases, particularly those treated in hospital settings. An estimated 700,000 deaths worldwide each year are attributed to antimicrobial-resistant infections. We intend to address life threatening infections using our therapeutic product candidates from our platform of DLAs, which include lysins and amurin peptides. Lysins are a new class of DLAs which are recombinantly produced antimicrobial proteins with a novel mechanism of action associated with the rapid killing of target bacteria, eradication of biofilms and synergy with conventional antibiotics. Amurin peptides are a new class of DLAs, which exhibit broad-spectrum activity against a wide range of antibiotic-resistant Gram-negative pathogens, including Pseudomonas aeruginosa (P. aeruginosa), Acinetobacter baumannii, and Enterobacter species. We believe that the properties of our lysins and amurin peptides will make them suitable for targeting antibiotic-resistant organisms, such as methicillin-resistant Staph aureus (MRSA) and P. aeruginosa, which can cause serious infections such as bacteremia, pneumonia and osteomyelitis. We have completed a Phase 2 clinical trial for the treatment of Staph aureus bacteremia, including endocarditis, with our lead lysin candidate, exebacase, which is the first lysin to enter clinical studies in the U.S.
This press release contains, and our officers and representatives may make from time to time, “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 release include, without limitation, statements regarding ContraFect’s ability to discover and develop DLAs as new medical modalities for the treatment of life-threatening, antibiotic-resistant infections, when the common stock will begin trading on a split-adjusted basis, statements made by the CEO, including but not limited to Nasdaq compliance, advancing treatments and shareholder value, ContraFect’s ability to address life threatening infections using its DLA platform, whether lysins are a new class of DLAs which are recombinantly produced, antimicrobial proteins with a novel mechanism of action associated with the rapid killing of target bacteria, eradication of biofilms and synergy with conventional antibiotics, whether amurins exhibit broad-spectrum activity against a wide range of antibiotic-resistant Gram-negative pathogens and whether the properties of ContraFect’s lysins and amurins will make them suitable for targeting antibiotic-resistant organisms, such as Staph aureus and P. aeruginosa. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on ContraFect’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, uncertainties and changes in circumstances that are difficult to predict and many of which are beyond ContraFect’s control, including those detailed under the caption “Risk Factors” in ContraFect's filings with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, among others, our ability to develop treatments for drug-resistant infectious diseases. Any forward-looking statement made by ContraFect in this press release 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, ContraFect expressly disclaims any obligations 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.
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Released February 4, 2020