As filed with the Securities and Exchange Commission on May 23, 2022

Registration No. 333-                






Washington, D.C. 20549









ContraFect Corporation

(Exact name of Registrant as specified in its charter)




Delaware   39-2072586

(State or other jurisdiction of

Incorporation or organization)


(I.R.S. Employer

Identification No.)

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.


Large accelerated filer        Accelerated filer  
Non-accelerated filer        Smaller reporting company  
       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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐





This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,573,309 shares of ContraFect Corporation’s (the “Registrant”) common stock that became available for issuable pursuant to the ContraFect Corporation 2014 Omnibus Incentive Plan (the “2014 Plan”) and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.


The contents of the Registration Statements on Form S-8 (File Nos. 333-256569, 333-246340, 333-231439, 333-224834, 333-217943 and 333-199046), filed with the Securities and Exchange Commission, relating to the 2014 Plan, are incorporated herein by reference.


Item 8.







  4.1    Amended and Restated Certificate of Incorporation of ContraFect Corporation, dated August  1, 2014, and Certificate of Amendment, dated May 9, 2016, Certificate of Amendment dated May 2, 2017, and Certificate of Amendment dated February  3, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-36577) filed on March  18, 2020)
  4.2    Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36577) filed on November 13, 2020)
  5.1*    Opinion of Latham & Watkins LLP
23.1*    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2*    Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1*    Power of Attorney (included on signature page)
99.1    ContraFect Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (Reg. No. 333-217943) filed on May 12, 2017)
107.1*    Filing Fee Table.

* Filed herewith.


Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Yonkers, State of New York, on May 23, 2022.



/s/ Roger J. Pomerantz, M.D., F.A.C.P.

  Roger J. Pomerantz, M.D., F.A.C.P.
  Chief Executive Officer, President and
  Chairman of the Board


Each person whose signature appears below hereby constitutes and appoints Roger J. Pomerantz, M.D., F.A.C.P., Michael Messinger and Natalie Bogdanos, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.







/s/ Roger J. Pomerantz, M.D., F.A.C.P.


Chief Executive Officer, President and

Chairman of the Board

(Principal Executive Officer)

  May 23, 2022
Roger J. Pomerantz, M.D., F.A.C.P.     

/s/ Michael Messinger


Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

  May 23, 2022
Michael Messinger     

/s/ Steven C. Gilman, Ph.D.

   Vice Chairman of the Board   May 23, 2022
Steven C. Gilman, Ph.D.     

/s/ Sol J. Barer, Ph.D.

   Lead Independent Director   May 23, 2022
Sol J. Barer, Ph.D.     

/s/ Lishan Aklog, M.D.

   Director   May 23, 2022
Lishan Aklog, M.D.     

/s/ Jane F. Barlow, M.D., M.P.H., M.B.A.

   Director   May 23, 2022
Jane F. Barlow, M.D., M.P.H., M.B.A.     

/s/ David N. Low, Jr.

   Director   May 23, 2022
David N. Low, Jr.     

/s/ Michael J. Otto, Ph.D.

   Director   May 23, 2022
Michael J. Otto, Ph.D.     

/s/ Cary W. Sucoff, J.D.

   Director   May 23, 2022
Cary W. Sucoff, J.D.