DEF 14A 1 ny20010328x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

CONTRAFECT CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than Registrant)

Payment of Filing Fee (check all boxes that apply):
☒			No fee required
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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CONTRAFECT CORPORATION

28 WELLS AVENUE, THIRD FLOOR

YONKERS, NEW YORK 10701

Notice of Special Meeting of Stockholders to

be Held on Monday, October 23, 2023

Dear ContraFect Stockholders:

You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of ContraFect Corporation (the “Company,” “us,” “we” and “our”) on Monday, October 23, 2023 at 9:00 a.m., Eastern time. The Special Meeting will be a completely virtual meeting conducted via live webcast. You will be able to attend the Special Meeting online, vote your shares electronically and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/CFRX2023SM. Be sure to have your 16-digit control number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Special Meeting.

At the Special Meeting, stockholders will be asked to consider and act upon the following matters:

1.	To approve the ContraFect Corporation 2023 Omnibus Incentive Plan.

2.	To approve the issuance of an aggregate of 7,034,883 shares of the Company’s common stock issuable upon the exercise of warrants to purchase the Company’s common stock, in accordance with Nasdaq Listing Rule 5635(d).

3.	To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1 or Proposal 2.

Stockholders of record at the close of business on September 12, 2023 will be entitled to notice of and to vote at the Special Meeting or any continuation, postponement or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder at our principal executive offices at 28 Wells Avenue, Yonkers, New York 10701 for a period of ten days prior to the Special Meeting and will be available on the virtual meeting site for those stockholders who have joined the meeting using their 16-digit control number. The Special Meeting may be continued or adjourned from time to time without notice other than by announcement at the Special Meeting.

Whether or not you expect to attend the Special Meeting, we urge you to vote. You may submit your proxy by telephone or online, or by completing, signing, dating and returning the enclosed proxy card or voting instruction form. If you decide to attend the Special Meeting, you will be able to vote electronically, even if you have previously submitted your proxy.

By Order of the Board of Directors,

Natalie Bogdanos

General Counsel, Corporate Secretary & Data Protection Officer

September 25, 2023

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INFORMATION ABOUT THIS PROXY STATEMENT			1
INFORMATION ABOUT THE SPECIAL MEETING AND VOTING			1
PROPOSAL 1 - APPROVAL OF THE CONTRAFECT CORPORATION 2023 OMNIBUS INCENTIVE PLAN.			6
PROPOSAL 2 - APPROVAL OF THE ISSUANCE OF AN AGGREGATE OF 7,034,883 SHARES OF THE COMPANY’S COMMON STOCK ISSUABLE UPON THE EXERCISE OF WARRANTS TO PURCHASE THE COMPANY’S COMMON STOCK, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(D).			16
PROPOSAL 3 - APPROVAL OF AN ADJOURNMENT OF THE SPECIAL MEETING			22
EXECUTIVE COMPENSATION			23
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			32
OTHER MATTERS			34
Solicitation of Proxies			34
Householding			34
Stockholder Proposals for 2024 Annual Meeting			34
APPENDIX A - FORM OF CONTRAFECT CORPORATION 2023 OMNIBUS INCENTIVE PLAN			A-1
APPENDIX B - FORM OF CLASS C COMMON STOCK PURCHASE WARRANT			B-1
APPENDIX C - FORM OF CLASS D COMMON STOCK PURCHASE WARRANT			C-1

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CONTRAFECT CORPORATION

28 WELLS AVENUE, THIRD FLOOR

YONKERS, NEW YORK 10701

PROXY STATEMENT

For the Special Meeting of Stockholders to be Held on Monday, October 23, 2023

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of ContraFect Corporation (“ContraFect,” the “Company,” “we,” “us” or “our”) for use at the Special Meeting of Stockholders (“Special Meeting”) to be held on Monday, October 23, 2023, beginning at 9:00 a.m., Eastern time, and at any continuation, postponement or adjournment of the Special Meeting.

The Special Meeting will be a completely virtual meeting, conducted via live webcast. You will be able to attend the Special Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CFRX2023SM and entering your 16-digit control number included on your proxy card. On or about September 25, 2023, we are releasing this proxy statement and accompanying proxy materials to our stockholders of record on the record date for the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON OCTOBER 23, 2023

THIS PROXY STATEMENT IS ALSO AVAILABLE ONLINE AT WWW.PROXYVOTE.COM.

INFORMATION ABOUT THIS PROXY STATEMENT

Why you received this proxy statement. You have received these proxy materials because the Company’s Board is soliciting your proxy to vote your shares at the Special Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.

INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

What is the purpose of the Special Meeting?

At our Special Meeting, stockholders will act upon the matters outlined in the accompanying notice of meeting, including:

1.	the approval of the ContraFect Corporation 2023 Omnibus Incentive Plan (“Proposal 1” or the “Stock Plan proposal”);

2.	the approval of the issuance of shares of the Company’s common stock issuable upon the exercise of warrants to purchase an aggregate of 7,034,883 shares of the Company’s common stock, in accordance with Nasdaq Listing Rule 5635(d) (“Proposal 2” or the “Stock Issuance proposal”); and

3.	the approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1 or Proposal 2 (“Proposal 3” or the “Adjournment proposal”).

Who is entitled to vote?

You are entitled to vote at the Special Meeting, or any continuation, postponement or adjournment of the Special Meeting, only if you were a stockholder of record at the close of business on the record date, September 12, 2023, or if you hold a valid proxy for the Special Meeting. The number of stockholders of record as of the September 12, 2023 record date was 60. Holders of shares of our common stock are entitled to one vote per share.

Who can attend the meeting?

We have decided to hold the Special Meeting entirely online. You may attend the Special Meeting online only if you are a stockholder who is entitled to vote at the Special Meeting, or if you hold a valid proxy for the Special Meeting. You may attend and participate in the Special Meeting by visiting the following website: www.virtualshareholdermeeting.com/CFRX2023SM. To attend and participate in the Special Meeting, you will

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need the 16-digit control number included on your proxy card. If your shares are held in “street name,” as described below, you should contact your broker or other nominee to obtain your 16-digit control number or otherwise vote through the broker or other nominee. You will need to obtain your own Internet access if you choose to attend the Special Meeting online and/or vote over the Internet. If you lose your 16-digit control number, you may join the Special Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin 15 minutes before the meeting time, and you should allow ample time for check-in procedures.

What constitutes a quorum?

The presence electronically or by proxy of the holders of a majority of the voting power of our outstanding common stock entitled to vote constitutes a quorum for the transaction of business at the Special Meeting. Each holder of our common stock is entitled to one vote for each share held as of the record date. As of the September 12, 2023 record date, 5,477,803 shares of our common stock were outstanding and entitled to vote.

How do I vote?

Stockholders of Record. If you are a stockholder of record, you may vote by:

•	Mail by marking, signing and dating your proxy card and promptly returning it in the postage-paid envelope we have provided or returning it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, so that it is received no later than October 22, 2023;

•	The Internet by accessing the proxy materials on the secured website, www.proxyvote.com and following the voting instructions on that website; or

•	Telephone by calling toll-free 1-800-690-6903 and following the recorded instructions.

The persons named as your proxy holders on the proxy card will vote the shares represented by your proxy in accordance with the specifications you make. Please carefully consider the information contained in this Proxy Statement. Whether or not you expect to attend the Special Meeting electronically, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Special Meeting. If you submit your proxy, you may still decide to attend the Special Meeting and vote your shares electronically. To attend and participate in the Special Meeting, stockholders of record will need the 16-digit control number included on your proxy card.

Beneficial Owners. If your shares are held in a brokerage account, by a bank, by a trustee, or by another nominee (also referred to as held in “street name”), please follow the voting instructions provided by your broker or other nominee. Most brokers or other nominees permit their customers to vote by telephone or by Internet, in addition to voting by signing, dating and returning the voting instruction form provided by the broker or other nominee.

If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. You will need to obtain your own Internet access if you choose to attend the Special Meeting online and/or vote over the Internet.

What is the difference between Stockholder of Record and Beneficial Owner?

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the stockholder of record with respect to those shares, and the notice of the Special Meeting (the “Notice”) and Proxy Statement were sent directly to you on behalf of the Company.

Beneficial Owners. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice and Proxy Statement were forwarded to you on behalf of that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

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Can I change or revoke my proxy after I have delivered my proxy?

Stockholders of Record. Prior to the Special Meeting, you may change your vote by submitting a later dated proxy in one of the manners authorized and described in this Proxy Statement. You may also give a written notice of revocation to our Corporate Secretary, as long as it is delivered to our Corporate Secretary at our headquarters, at 28 Wells Avenue, Third Floor, Yonkers, New York 10701, on or before October 22, 2023. You also may revoke any proxy given pursuant to this solicitation by attending the Special Meeting and voting electronically. However, the mere attendance of a stockholder at the Special Meeting will not revoke a proxy previously given unless you follow one of the revocation procedures referenced above.

Beneficial Owners. If you hold your shares through a broker, bank, trustee or other nominee, please follow the instructions provided by your broker or other nominee as to how you may change your vote or cast your vote electronically at the Special Meeting.

Will my shares be voted if I don’t return my proxy?

If your shares are registered directly in your name, your shares will not be voted if you do not return your proxy or vote by virtual ballot at the Special Meeting. If your shares are held in “street name” by a bank, broker or other nominee, that person, as the record holder of your shares, is required to vote your shares according to your instructions. Your bank, broker or other nominee will send you directions on how to vote those shares. Under applicable stock exchange rules, brokers or other nominees have discretionary voting power with respect to proposals that are considered “routine,” but not with respect to “non-routine” proposals. Proposals 1, 2 and 3 are considered “non-routine.” Therefore, if you do not provide voting instructions to your broker, your broker may not vote your shares with respect to Proposals 1, 2 and 3. We encourage you to provide voting instructions. This ensures your shares will be voted at the meeting in the manner you desire.

What if I do not specify how my shares are to be voted?

Stockholders of Record. If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:

•	FOR the approval of the ContraFect Corporation 2023 Omnibus Incentive Plan;

•	FOR the approval of the issuance of an aggregate of 7,034,883 shares of the Company’s common stock issuable upon the exercise of warrants to purchase the Company’s common stock, in accordance with Nasdaq Listing Rule 5635(d); and

•	FOR the approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1 or Proposal 2.

Beneficial Owners. If you are a beneficial owner and you do not provide the broker, bank, trustee or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers or other nominees have discretionary voting power with respect to proposals that are considered “routine,” but not with respect to “non-routine” proposals. If a broker lacks discretionary voting power and you fail to provide voting instructions for your shares, a broker non-vote occurs. Proposals 1, 2 and 3 are considered “non-routine.” Therefore, if you do not provide voting instructions to your broker, your broker may not vote your shares with respect to Proposals 1, 2 and 3.

Accordingly, we urge you to direct your bank, broker or other nominee how to vote by returning your voting materials as instructed or by obtaining a proxy from your broker or other nominee in order to vote your shares electronically at the Special Meeting.

What is the vote required to approve each matter?

Proposal 1: Approval of the Stock Plan proposal. The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively is required for approval of Proposal 1. Broker non-votes, if any, and abstentions will have no effect on the outcome of Proposal 1. The Board of Directors recommends that you vote “FOR” Proposal 1.

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Proposal 2: Approval of the Stock Issuance proposal. The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively is required for approval of Proposal 2. Broker non-votes, if any, and abstentions will have no effect on the outcome of Proposal 2. The Board of Directors recommends that you vote “FOR” Proposal 2.

Proposal 3: Approval of the Adjournment proposal. The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively is required for approval of Proposal 3. Broker non-votes, if any, and abstentions will have no effect on the outcome of Proposal 3. The Board of Directors recommends that you vote “FOR” Proposal 3.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Special Meeting by the Board. The inspector of election will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes, if any. The Board has appointed a representative of Broadridge to serve as the inspector of election at the Special Meeting.

Are there other matters to be voted on at the Special Meeting?

No. The only matters to be voted on at the Special Meeting are Proposals 1, 2 and 3. Under Section 2.3 of our Amended and Restated Bylaws, only the matters indicated in the notice of meeting accompanying this proxy statement may be transacted at the Special Meeting.

Why hold a virtual meeting?

We believe that hosting a virtual meeting is in the best interest of the Company and its stockholders. A virtual meeting enables increased stockholder attendance and participation because stockholders can participate from any location around the world. You will be able to attend the Special Meeting online by visiting www.virtualshareholdermeeting.com/CFRX2023SM. You also will be able to vote your shares electronically at the Special Meeting by following the instructions above.

What if during the check-in time or during the Special Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on www.virtualshareholdermeeting.com/CFRX2023SM.

Will there be a question and answer session during the Special Meeting?

As part of the Special Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted by stockholders during the meeting that are pertinent to the meeting matters, for 15 minutes after the completion of the Special Meeting. Only stockholders that have accessed the Special Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the meeting?” will be permitted to submit questions during the Special Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and must relate to the meeting matters. We will not address questions that are, among other things:

•	irrelevant to the business of the Special Meeting;

•	related to material non-public information of the Company, including the status or results of our business or clinical trials since our last Quarterly Report on Form 10-Q;

•	related to any pending, threatened or ongoing litigation;

•	related to personal grievances;

•	derogatory references to individuals or that are otherwise in bad taste;

•	substantially repetitious of questions already made by another stockholder;

•	in excess of the two-question limit;

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•	in furtherance of the stockholder’s personal or business interests; or

•	out of order or not otherwise suitable for the conduct of the Special Meeting as determined by the Chair or Corporate Secretary in their reasonable judgment.

Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Special Meeting webpage for stockholders that have accessed the Special Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the meeting?”.

Our Board encourages stockholders to attend the Special Meeting. Whether or not you plan to attend, you are urged to submit your proxy. Prompt response will greatly facilitate arrangements for the meeting and your cooperation will be appreciated. Stockholders who attend the Special Meeting by logging in with their 16-digit control number may vote their stock electronically at the meeting even though they may have sent in their proxies.

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PROPOSAL 1

APPROVAL OF THE CONTRAFECT CORPORATION 2023 OMNIBUS INCENTIVE PLAN

Overview

In this Proposal 1, we are requesting that stockholders approve the ContraFect Corporation 2023 Omnibus Incentive Plan (the “2023 Plan”). The Board approved the 2023 Plan on September 12, 2023, subject to stockholder approval of the 2023 Plan at the Special Meeting. The 2023 Plan is an amendment and restatement of the ContraFect Corporation 2014 Omnibus Incentive Plan (the “2014 Plan”).

If approved by our stockholders, the 2023 Plan would, among other things:

1)	Authorize the issuance of 1,580,681 shares of our common stock for awards under the 2023 Plan, which includes 80,681 shares previously authorized for issuance under the 2014 Plan plus an increase of 1,500,000 shares;

2)	Remove liberal share recycling provisions and the annual “evergreen” feature that permits an automatic annual increase in the number of shares available for issuance under the 2014 Plan without further stockholder approval;

3)	Explicitly prohibit the repricing of awards without stockholder approval; and

4)	Remove certain provisions which were otherwise required for awards to qualify as performance-based compensation under an exception to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), prior to its repeal.

If the 2023 Plan is not approved by the stockholders, the 2023 Plan will not become effective and the 2014 Plan will continue as in effect immediately prior to the date the 2023 Plan was approved by the Board. However, we may need to consider alternative compensation structures to achieve the objectives for which the 2023 Plan was designed as there has been and we expect there will continue to be an insufficient number of shares available to make equity-based compensation awards under the 2014 Plan at what we consider to be a market competitive level, which could negatively impact our ability to deliver competitive levels of compensation and effectively retain our employees and align employee and stockholder interests.

We believe that the effective use of incentive compensation has been integral to our success in the past and is vital to our ability to achieve strong performance in the future. We also believe that grants of equity awards will help create long-term participation in the Company and, thereby, assist us in attracting, retaining, motivating and rewarding employees, directors and consultants. The use of long-term equity grants allows the administrator of the 2023 Plan to align the incentives of our employees, directors and consultants with the interests of our stockholders, linking compensation to our performance. The use of equity awards as compensation also allows us to conserve cash resources for other important purposes.

Accordingly, the Board believes that approval of the 2023 Plan is in the best interests of the Company and the Board recommends that stockholders vote for approval of the 2023 Plan.

Material Amendments Included in the 2023 Plan

Increase in Share Reserve

The 2023 Plan will authorize the issuance of 1,580,681 shares of our common stock for awards under the 2023 Plan, which includes 80,681 shares previously authorized for issuance under the 2014 Plan, plus an increase of 1,500,000 shares. The increase to the share reserve also includes a corresponding increase in the number of shares that may be issued upon exercise of incentive stock options, within the meaning of Section 422 of the Code.

Remove Liberal Share Recycling Provisions

Shares tendered by a participant or withheld by the Company to satisfy the exercise price of an option or stock appreciation right or to satisfy tax withholding obligations, shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right on exercise thereof and shares repurchased by the Company using proceeds from the exercise of an option will not be “added back” to the shares available for issuance under the 2023 Plan.

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Removal of Evergreen Provision

The 2023 Plan does not include the annual “evergreen” feature pursuant to which the shares available for issuance under the 2014 Plan were automatically replenished annually. Instead, the 2023 Plan authorizes a fixed number of shares so that stockholder approval is required for any increase to the number of shares that may be issued under the 2023 Plan.

No Repricing of Awards without Stockholder Approval.

Other than in connection with certain corporate transactions, we may not reduce the exercise price of an option or stock appreciation right or cancel an option or stock appreciation right in exchange for cash, another award under the 2023 Plan or an option or stock appreciation rights with an exercise price that is less than the exercise price of the original option or stock appreciation rights, unless such action is approved by the stockholders.

Removal of Provisions Relating to Section 162(m) of the Internal Revenue Code

Prior to the enactment of the Tax Cuts and Jobs Act (the “TCJ Act”), an exception to Code Section 162(m) allowed performance-based compensation that met certain requirements to be tax deductible without regard to the deduction limits imposed by Code Section 162(m). To satisfy one such requirement, the 2014 Plan provided that (i) the maximum number of shares with respect to options, stock appreciation rights and certain other stock awards granted to any individual in any calendar year could not exceed 714,285, (ii) the maximum number of shares with respect to performance stock awards granted to any individual in any calendar year could not exceed 714,285 and (iii) the maximum amount of cash that may be paid with respect to performance cash awards to any individual in any calendar year could not exceed $5,000,000 (the “Award Limit”). The performance-based compensation exception was repealed as part of the TCJ Act. As such, the Award Limit and certain other provisions that were otherwise required for awards to qualify as performance-based compensation under this exception were removed from the 2023 Plan.

Other Amendments Included in the 2023 Plan

Dividend Payments

The 2023 Plan clarifies our existing practice that no dividend or dividend equivalent will be paid to a holder of an outstanding award under the 2023 Plan unless and until the award to which such dividend or dividend equivalent relates vests.

Delegation of Authority

The Board or Compensation Committee may delegate any or all if its powers under the 2023 Plan to a committee of the Board, Company officers or non-officer employees of the Company, to the extent permitted by applicable law and subject to such restrictions set by the Board or the Compensation Committee at the time of such delegation.

Increase Shares Available for Issuance under and Extend Term for Incentive Stock Option Grants

A total of 1,580,681 shares of our common stock may be issued pursuant to the exercise of incentive stock options under the 2023 Plan, which includes 80,681 shares previously authorized plus an increase of 1,500,000 shares. No incentive stock options may be granted under the 2023 Plan after the tenth anniversary of the date the Board approved the 2023 Plan.

2023 Plan Contains Equity Compensation Best Practices

In addition to the amendments described above, the 2023 Plan contains a number of provisions that we believe reflect a broad range of compensation and governance best practices. These include:

•

Continued broad-based eligibility for equity awards. We grant equity awards to a large number of our employees and all of our non-employee directors. By doing so, we link employee and director interests with stockholder interests throughout the organization and motivate these individuals to act as owners of the business.

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•	Stockholder approval is required for additional shares. The 2023 Plan authorizes a fixed number of shares so that stockholder approval is required to increase the number of shares which may be issued under the 2023 Plan.

•	No single-trigger vesting of awards. The 2023 Plan does not have a single-trigger accelerated vesting provision for a change in control.

•	No automatic grants. The 2023 Plan does not provide for automatic grants to any individual.

•	No tax gross-ups. The 2023 Plan does not provide for any tax gross-ups.

Determination of Additional Shares under the 2023 Plan

The total number of shares reserved for issuance under the 2014 Plan equals the sum of (i) 1,580,681 shares, (ii) 80,681 shares, which represents the shares remaining available for issuance under our Amended and Restated 2008 Equity Incentive Plan (the “2008 Plan”), as of the effective date of the 2014 Plan, (iii) any shares that as of the effective date of the 2014 Plan were subject to awards granted under the 2008 Plan that expire, terminate, are forfeited, or are otherwise reacquired or withheld to satisfy a tax withholding obligation, and (iv) an annual increase on the first day of each calendar year beginning January 1, 2015 and ending on and including January 1, 2024, equal to the lesser of (A) 4% of the aggregate number of shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by the Board.

Set forth below is the number of shares available for issuance pursuant to outstanding and future equity awards under the 2014 Plan as of September 12, 2023. The closing price of our common stock on the Nasdaq Capital Market on that date was $0.6614.

Shares subject to outstanding options⁽¹⁾			79,582
Shares available for issuance pursuant to future awards			1,099

(1)	As of September 12, 2023, options outstanding under the 2014 Plan had a weighted average per share exercise price of $359.68 and a weighted average remaining term of 7.9 years.

If this Proposal 1 is approved, the 2023 Plan will authorize the issuance of 1,580,681 shares of our common stock for awards under the 2023 Plan, which includes 80,681 shares previously authorized for issuance under the 2014 Plan, plus an increase of 1,500,000 shares.

In its determination to adopt the 2023 Plan, the Compensation Committee reviewed an analysis prepared by Aon, the Compensation Committee’s independent compensation consultant. Specifically the Compensation Committee considered that:

•	For fiscal year 2023, we did not have sufficient shares available under the 2014 Plan to grant awards to our employees and non-executive directors consistent with our historical, as well as industry practices.

•	Based on historical usage, if we do not increase the shares available for issuance under the 2014 Plan, we would expect to exhaust the available shares under the 2014 Plan by February 29, 2024, at which time we would lose an important compensation tool.

•

Taking into account our recent annual equity burn rates (calculated by dividing the number of shares subject to equity awards granted during the year, by the number of shares outstanding at the end of the preceding year) under the 2014 Plan of 4.7%, 4.4% and 5.3%, respectively, in each of the past three fiscal years (resulting in a three year average burn rate of 4.8%), we expect the share reserve under the 2023 Plan to provide us with enough shares for awards for approximately two years. This assumes that we continue to grant awards consistent with our current practices and historical usage, as reflected in our historical burn rate, and is further dependent on the price of our shares and hiring activity during the next few years, and noting that future circumstances may require us to change our current equity grant practices. We cannot predict our future equity grant practices, the future price of our shares or future hiring activity with any degree of certainty at this time, and the share reserve under the 2023 Plan could last for a shorter or longer time.

•	If approved, the issuance of the additional 1,500,000 shares to be reserved under the 2023 Plan represents 14.0% of the number of shares of our common stock outstanding as of September 12, 2023.

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The Compensation Committee also considered our broader equity grant objectives and practices and believes that the 2023 Plan is necessary to permit the Company to continue using equity incentive awards to achieve the Company’s general performance, retention and incentive goals. Equity awards are intended to motivate high levels of performance and align the interests of our directors, employees and consultants with those of our stockholders by giving directors, employees and consultants the perspective of an owner with an equity stake in the Company and providing a means of recognizing their contributions to the success of the Company. Specifically, the Compensation Committee considered, among other things, that the market for high caliber, experienced talent in our industry and in our geographic location is extremely competitive. Our ability to grant equity awards is critical to our ability to be competitive and to attract, retain and motivate the talent we need to best position our Company for success.

In consideration of these factors, and our belief that the ability to continue granting equity compensation is vital to our attracting and retaining employees and facilitating long-term stockholder value creation, including by retaining and incentivizing our executives and other employees, we believe that the 2023 Plan and the size of the share reserve under the 2023 Plan are reasonable, appropriate and in the best interests of the Company at this time.

Description of the 2023 Plan

The following sets forth a description of the material terms of the 2023 Plan. The following summary and the summary of certain key features in the 2023 Plan described above are qualified in their entirety by reference to the full text of the 2023 Plan, which is attached to this proxy statement as Appendix A.

Administration. The 2023 Plan will be administered by the Board or a committee or subcommittee of the Board to the extent the Board’s powers or authority under the 2023 Plan have been delegated to such committee or subcommittee (collectively, the “Administrator”). The Administrator has the authority to determine the individuals eligible to receive awards; set the terms and conditions of awards; interpret the 2023 Plan and any awards; establish, amend and revoke administrative rules and regulations; correct any defect, omission or inconsistency in the 2023 Plan or any award agreement; settle all controversies regarding the 2023 Plan and any outstanding awards; accelerate the vesting or exercise of an award; approve forms of award agreements; and generally exercise such powers and perform such acts as it deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the 2023 Plan or awards granted thereunder. To the extent permitted by law, the Administrator may delegate any or all of its powers under the 2023 Plan to one or more officers or non-officer employees of the Company, subject to the limitations and restrictions set by the Administrator.

Share Reserve and Share Counting Provisions. The maximum aggregate number of shares of common stock that may be subject to awards granted under the 2023 Plan is equal to 1,580,681 shares, which includes 80,681 shares previously authorized for issuance under the 2014 Plan.

To the extent that an award granted under the 2023 Plan expires, terminates or is settled for cash, such expiration, termination or settlement will not reduce the number of shares of common stock available for issuance under the 2023 Plan. If any shares of common stock issued pursuant to an award under the 2023 Plan are forfeited or repurchased by the Company, such shares will again become available for issuance under the 2023 Plan. However, the 2023 Plan does not allow the share pool to be replenished with shares that:

•	are used to satisfy the exercise price of an option;

•	are used to satisfy withholding obligations for any stock-settled award;

•	are subject to a stock appreciation right but are not issued in connection with the stock settlement of the stock appreciation right; or

•	the Company purchases on the open market with cash proceeds from the exercise of options.

Eligibility. Employees, consultants and non-employee directors of the Company or any of its affiliates are eligible to participate in the 2023 Plan. As of September 12, 2023 approximately 24 employees, 18 consultants and 7 non-employee directors were eligible to receive awards under the 2023 Plan; however, this number is subject to change as the number of individuals in our business is adjusted to meet our operational requirements. We generally do not grant equity awards to consultants.

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Types of Awards. The 2023 Plan authorizes the grant of the following types of incentive awards to eligible individuals: stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock awards, performance cash awards and other stock awards. Awards to eligible individuals shall be subject to the terms of an individual award agreement between the Company and the individual, which must be signed indicating its acceptance by the participant.

Stock Options. Stock options, including incentive stock options (as defined under Section 422 of the Code) and non-qualified stock options may be granted pursuant to the 2023 Plan. The exercise price of stock options granted under the 2023 Plan will generally not be less than 100% of the fair market value of the common stock on the date of grant, except that the exercise price of incentive stock options granted to any individual who owns, as of the date of grant, stock possessing more than ten percent (10%) of the total combined voting power of all classes of Company stock (a “Ten Percent Stockholder”), will not be less than 110% of the fair market value of the common stock on the date of grant. Stock options may not be exercised after the tenth anniversary of the date of grant (or such shorter period specified in the award agreement); provided, that incentive stock options granted to a Ten Percent Stockholder may not be exercised after the fifth anniversary of the date of grant.

A total of 1,580,681 shares of our common stock may be issued pursuant to the exercise of incentive stock options under the 2023 Plan, which includes 80,681 shares previously authorized plus an increase of 1,500,000 shares. In no event may incentive stock options be granted pursuant to the 2023 Plan on or after the tenth anniversary of the date the 2023 Plan was approved by the Board, which occurred on September 12, 2023.

Subject to the terms of the 2023 Plan and applicable law, and except as otherwise provided in an award agreement or other agreement between the participant and the Company, in the event a participant’s service relationship with the Company terminates, any options held by such participant will expire on the earliest of: (i) expiration of the original option term; (ii) 90 days following participant’s termination of service if such termination is for any reason other than “Cause” (as defined in the 2023 Plan) or participant’s death or disability; (iii) 12 months following participant’s termination of service due to disability; (iv) 18 months following participant’s death; and (v) immediately upon the event giving rise to Cause if participant’s termination of service is for Cause; provided, that the term of any outstanding option may be modified or extended in accordance with the terms of the 2023 Plan or an award agreement if exercise of the option or the sale of shares received upon exercise of the option would violate securities requirements or the Company’s insider trading policy.

Stock Appreciation Rights. The Administrator is authorized to grant stock appreciation rights (“SARs”) pursuant to the 2023 Plan. A SAR is the right to receive payment of an amount equal to (i) the excess, if any, of (A) the fair market value of a share of common stock on the date of exercise of the SAR over (B) the exercise price per share of the SAR, multiplied by (ii) the aggregate number of shares of common stock subject to the SAR with respect to which the SAR is then being exercised. The exercise price of a SAR will typically not be less than 100% of the fair market value of the common stock on the date of grant. The Administrator will establish in an award agreement the time or times at which a SAR may be exercised; provided, that the term of a SAR will not exceed ten years.

Restricted Stock. Restricted stock awards, or the right to purchase restricted stock awards, may be granted pursuant to the 2023 Plan. A restricted stock award is the grant of shares of common stock, subject to certain vesting conditions and other restrictions (including restrictions on transfer and/or the Company’s right to repurchase all or part of such shares if certain conditions specified by the Administrator in an award agreement are not satisfied before the end of the applicable restriction period). Any dividends paid on restricted stock will be subject to the same vesting and forfeiture restrictions as apply to the restricted shares to which such dividends relate.

Restricted Stock Units. Restricted stock units may be granted pursuant to the 2023 Plan. Restricted stock units represent an unfunded, unsecured right to receive, on the applicable settlement date, shares of common stock, a cash equivalent, any combination of shares or cash, or any other form of consideration as determined by the Administrator and contained in the applicable award agreement. Restricted stock units may be subject to vesting conditions established by the Administrator. Unlike restricted stock, stock underlying restricted stock units will not be issued until the restricted stock units have vested (or until such

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other later time as the Administrator may determine). Dividend equivalents may be granted in respect of shares of common stock covered by an award of restricted stock units and, at the discretion of the Administrator, may be converted into additional shares of common stock subject to the terms and conditions of the underlying restricted stock unit award. No dividend equivalent will be paid to a holder of restricted stock units unless and until the corresponding restricted stock unit to which such dividend equivalent relates has vested.

Performance Awards. Performance stock awards and performance cash awards may be granted pursuant to the 2023 Plan. Performance stock awards and performance cash awards are payable contingent upon the attainment of certain performance goals during a performance period and may require the participant’s completion of a specified period of service. The terms and conditions applicable to any performance stock award or performance cash award and the measure of whether and to what degree the applicable performance goals have been attained will be conclusively determined by a committee of the Board or the Administrator in its sole discretion. To the extent permitted by applicable law and the award agreement, performance stock awards may be settled in cash in the discretion of the Administrator. Performance cash awards may be settled in cash or other property in the discretion of the Administrator or the Administrator may permit a participant to have the option for the award, or portion thereof, to be settled in whole or in part in cash or other property.

Other Stock Awards. The Administrator is authorized to make other stock awards under the 2023 Plan. Other stock awards are awards valued wholly or partially by referring to, or otherwise based on, shares of common stock. Other stock awards may be granted to participants alone or in addition to other awards under the 2023 Plan. The Administrator will determine the terms and conditions of other stock awards, including the award recipients, the time or times at which such awards will be granted and the number of shares of common stock (or cash equivalent) granted pursuant to such awards.

No Repricings without Stockholder Approval. The Board cannot, without the approval of our stockholders, reduce the exercise price of outstanding options or SARs, or cancel outstanding options or SARs, in exchange for cash, other awards under the 2023 Plan or options or SARs with an exercise price per share that is less than the exercise price per share of the original options or SARs.

Certain Transactions. In the event of any sale or other disposition of all or substantially all of the assets of the Company or of at least 50% of the outstanding securities of the Company, the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation or following which the Company is the surviving corporation but the shares of common stock outstanding immediately preceding such transaction are converted or exchanged by virtue of such transaction into other property (whether securities, cash or otherwise), the Administrator may, unless otherwise provided in an award agreement or other agreement between a participant and the Company or expressly provided by the Administrator at the time of grant, take any one or more of the following actions with respect to any outstanding award:

•	arrange for the surviving or acquiring corporation to assume, continue or substitute the award in connection with the transaction;

•	arrange for the assignment of any reacquisition or repurchase rights held by the Company with respect to common stock subject to the award to the surviving or acquiring corporation (or the parent of such entity);

•

accelerate the vesting, in whole or in part, of the award (and, if applicable, the exercise period) to a date prior to the effective time of such transaction as the Administrator will determine (or, if the Administrator will not determine such a date, to the date that is five (5) days prior to the effective date of the transaction), with such award terminating at or prior to the effective time of the transaction;

•	arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the award;

•	cancel any unvested or unexercised portion of the award in exchange for such cash consideration, if any, as the Administrator may determine; or

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•	make a payment, in such form as determined by the Administrator, equal to the excess, if any, of (i) the value of the property the participant would have received upon exercise of the award immediately prior to the effective time of the transaction, over (ii) any applicable exercise price.

In connection with a change in control, an award may be subject to additional acceleration of vesting and exercisability as may be provided in an award agreement or in any other written agreement between the Company and a participant, but in the absence of such provision, no such acceleration will occur.

Amendment and Termination. The Administrator may amend, suspend or terminate the 2023 Plan at any time. Except as otherwise provided in the 2023 Plan or in an award agreement, no amendment, suspension or termination will materially impair the rights of a participant with respect to an outstanding award without the participant’s written consent. If required by applicable law or exchange listing requirements, and except as otherwise provided in the 2023 Plan, the Board will obtain stockholder approval of any 2023 Plan amendment that materially (i) increases the number of shares of common stock available for issuance under the 2023 Plan, (ii) expands the class of individuals eligible to receive awards under the 2023 Plan, (iii) increases the benefits accruing to participants under the 2023 Plan, (iv) reduces the price at which shares of common stock may be issued or purchased under the 2023 Plan, (v) extends the term of the 2023 Plan, or (vi) expands the types of awards available for issuance under the 2023 Plan. No awards may be granted under the 2023 Plan while it is suspended or after it is terminated.

Forfeiture and Claw-backs. All awards under the 2023 Plan (including any proceeds, gains or other economic benefit actually or constructively received by a participant upon any receipt or exercise of any award or upon the receipt or resale of any shares underlying the award) shall be subject to any claw-back policy implemented by the Company, including any claw-back policy adopted to comply with the requirements of applicable law (including Rule 10D-1 of the Exchange Act and any rules or regulations promulgated thereunder).

Interests of Certain Persons in the 2023 Plan

In considering the recommendation of the Board with respect to the approval of the 2023 Plan, stockholders should be aware that, as discussed above, non-employee directors and executive officers are eligible to receive awards under the 2023 Plan. The Board recognizes that approval of this Proposal 1 may benefit our non-employee directors and executive officers and their successors.

Federal Income Tax Consequences

The following is a general summary as of this date of the federal income tax consequences to us and to U.S. participants for awards granted under the 2023 Plan. The federal tax laws may change and the tax consequences for any participant will depend upon his or her individual circumstances. Tax consequences for any particular individual may be different. This summary does not purport to be complete, and does not discuss state, local or non-U.S. tax consequences.

Non-Qualified Options. The grant of a non-qualified option under the 2023 Plan is not expected to result in any federal income tax consequences to the participant or to the Company. Generally, upon exercise of a non-qualified option, the participant will realize ordinary income, and the Company will be entitled to a tax deduction, in an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise.

Incentive Stock Options. The grant or exercise of an ISO under the 2023 Plan is not expected to result in any federal income tax consequences to the participant or to the Company. However, the amount by which the fair market value of the shares at the time of exercise exceeds the option price will be an “item of adjustment” for participants for purposes of the alternative minimum tax, unless the shares are sold or otherwise disposed of in the same year the ISO is exercised. Gain realized by participants on the sale of shares underlying an ISO is taxable at capital gains rates, and no tax deduction is available to the Company, unless the participant disposes of the shares within (i) two years after the date of grant of the option or (ii) within one year of the date the shares were transferred to the participant. If the shares are sold or otherwise disposed of before the end of the one-year and two-year periods specified above, the difference between the option exercise price and the fair market value of the shares on the date of the option’s exercise (or the date of sale, if less) will be taxed at ordinary income rates, and the Company will be entitled to a deduction to the extent that the participant recognizes ordinary income.

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Stock Appreciation Rights. The grant of a SAR under the 2023 Plan is not expected to result in any federal income tax consequences to either the participant or the Company. Generally, upon exercise of the SAR, the fair market value of the shares received, determined on the date of exercise of the SAR, or the amount of cash received in lieu of shares, will be treated as compensation taxable as ordinary income to the participant in the year of such exercise. The Company will be entitled to a deduction for compensation paid in the same amount which the participant realized as ordinary income.

Restricted Stock. A participant generally will not have taxable income on the grant of restricted stock under the 2023 Plan, nor will the Company then be entitled to a deduction, unless the participant makes a valid election under Section 83(b) of the Code. However, when restrictions on shares of restricted stock lapse, such that the shares are no longer subject to a substantial risk of forfeiture, the participant generally will recognize ordinary income, and the Company will be entitled to a corresponding deduction, for an amount equal to the difference between the fair market value of the shares on the date such restrictions lapse over the purchase price for the restricted stock.

Restricted Stock Units. A participant generally will not realize taxable income at the time of the grant of RSUs under the 2023 Plan, and the Company will not be entitled to a deduction at that time. When RSUs are settled, whether in cash or shares, the participant will have ordinary income, and the Company will be entitled to a corresponding deduction.

Performance Stock Awards and Performance Cash Awards. A participant generally will not realize taxable income at the time of grant of a performance stock award or a performance cash award, and the Company will not be entitled to a deduction at that time. Generally, when a performance stock award or performance cash award is paid, whether in cash, property or common stock, the participant will have ordinary income based on the fair market value of the award on that date, and the Company will be entitled to a corresponding deduction.

Stock Awards. If a participant receives a stock award under the 2023 Plan in lieu of a cash payment that would otherwise have been made, the participant generally will be taxed as if the cash payment has been received, and the Company will have a deduction in the same amount.

Dividend Equivalents. A participant generally will not realize taxable income at the time of the grant of dividend equivalents under the 2023 Plan, and the Company will not be entitled to a deduction at that time. When a dividend equivalent is paid, the participant will recognize ordinary income, and the Company will be entitled to a corresponding deduction.

Application of Section 409A of the Code. Section 409A of the Code imposes an additional 20% tax and interest on an individual receiving non-qualified deferred compensation under a plan that fails to satisfy certain requirements. For purposes of Section 409A, “non-qualified deferred compensation” includes equity-based incentive programs, including some options, SARs and restricted stock unit programs. Generally speaking, Section 409A does not apply to ISOs, non-discounted non-qualified options and SARs if no deferral is provided beyond exercise, or restricted stock.

The awards made pursuant to the 2023 Plan are expected to be designed in a manner intended to comply with the requirements of Section 409A to the extent the awards granted under the 2023 Plan are not exempt from Section 409A. However, if the 2023 Plan fails to comply with Section 409A in operation, a participant could be subject to the additional taxes and interest.

Limitations on the Company's Compensation Deduction. Section 162(m) of the Code limits the deduction certain employers may take for otherwise deductible compensation payable to certain current and former executive officers of the Company to the extent the compensation paid to such an officer for the year exceeds $1 million.

Plan Benefits

Other than with respect to awards that will be made automatically under our non-employee director compensation program as described in the footnote to the New Plan Benefits Table below, the benefits or amounts that may be received or allocated to participants under the 2023 Plan are subject to the discretion of the Board or the Compensation Committee and are not currently determinable. The following table sets forth, with respect to the individuals and groups identified therein, the awards that will be made automatically, irrespective of whether the 2023 Plan is approved by the stockholders.

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New Plan Benefits
ContraFect Corporation 2023 Omnibus Incentive Plan
Name and Position	Dollar Value ($)	Number of Shares (#)
Named Executive Officers:
Roger J. Pomerantz, M.D., F.A.C.P. Chief Executive Officer and President	—	—
Michael Messinger, C.P.A. Chief Financial Officer	—	—
Natalie Bogdanos General Counsel and Corporate Secretary	—	—
Cara M. Cassino, M.D. Former Chief Medical Officer and Executive Vice President of Research and Development	—	—
All current executive officers as a group (3 persons)	—	—
All current non-executive directors as a group (7 persons)	—	7,350⁽¹⁾
All employees except current executive officers as a group (21 persons)	—	—

(1)

The number of shares represents annual option awards for our non-employee directors to be granted under our non-employee director compensation program. Each current non-employee director will be eligible to receive an option to purchase 525 shares of our common stock on January 1, 2024, for the year of service commencing on June 14, 2023, and also on the date of our annual meeting of stockholders in 2024. For additional information regarding the annual option awards for our non-employee directors, see the section of this Proxy Statement entitled “2022 Director Compensation”.

Additional Prior Award Information

The following table sets forth, with respect to the individuals and groups identified therein, the number of shares subject to stock options that have been granted to such individuals and groups under the 2014 Plan through September 12, 2023:

Name and Position			Shares Subject to Stock Options (Vested and Unvested) (#)(1)
Named Executive Officers:
Roger J. Pomerantz, M.D., F.A.C.P., Chief Executive Officer and President			17,330
Michael Messinger, C.P.A., Chief Financial Officer			30,384
Natalie Bogdanos, General Counsel and Corporate Secretary			3,681
Cara M. Cassino, M.D., Former Chief Medical Officer and Executive Vice President of Research and Development			5,799
All current executive officers as a group (3 persons)			51,395
All current non-executive directors as a group (7 persons)			8,851
Director nominees			0
Each associate of any such directors, executive officers or nominees			0
Each other person who received or is to receive 5% of such options, warrants or rights			0
All current employees except current executive officers as a group (21 persons)			9,452

(1)	Share numbers shown do not take into account shares subject to awards that have been cancelled, forfeited or expired unexercised. The closing price per share of our common stock on the Nasdaq Capital Market on September 12, 2023 was $0.6614.

Board Recommendation

The Board of Directors unanimously recommends a vote FOR the approval of the 2023 Plan.

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Equity Compensation Plan Information

The following table summarizes the information regarding equity awards outstanding and available for future grants as of December 31, 2022.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)⁽²⁾
Equity compensation plans approved by security holders:
2014 Plan	55,440	$549.45	1,442
2022 Employee Stock Purchase Plan (“ESPP”)	0	—	10,000
Equity compensation plans not approved by security holders⁽¹⁾	125	256.00	12,375
Total	55,565	$548.79	23,817

(1)	Consists of the 2008 Plan and the ContraFect Corporation 2021 Employment Inducement Omnibus Incentive Plan. The material terms of these plans are described in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ending December 31, 2022.

(2)

The 2014 Plan provides for an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2015 and ending on (and including) January 1, 2024, equal to the lesser of (i) 4% of the outstanding shares of common stock on December 31 immediately preceding such date or (ii) a lesser amount determined by the Board.

Required Vote

The adoption of the 2023 Plan requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively in person or represented by proxy at the Special Meeting and entitled to vote on the matter. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote for this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE

CONTRAFECT CORPORATION 2023 OMNIBUS INCENTIVE PLAN.

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PROPOSAL 2

APPROVAL OF THE ISSUANCE OF SHARES OF THE COMPANY’S COMMON STOCK ISSUABLE UPON THE EXERCISE OF WARRANTS TO PURCHASE AN AGGREGATE OF 7,034,883 SHARES OF THE COMPANY’S COMMON STOCK, IN ACCORDANCE WITH NASDAQ LISTING RULE 5635(d)

The discussion of our Class C Common Stock Purchase Warrant to purchase 1,406,977 shares of our common stock (the “Class C Warrant”) and our Class D Common Stock Purchase Warrant to purchase 5,627,906 shares of our common stock (the “Class D Warrant” and, together with the Class C Warrant, the “New Warrants”) issued in a private placement and the holders thereof as set forth in this proxy statement is qualified in its entirety by reference to the form of Class C Common Stock Purchase Warrant and the form of Class D Common Stock Purchase Warrant evidencing such New Warrants, respectively, which set forth the terms, conditions and rights of such New Warrants, as applicable. A copy of the form of Class C Common Stock Purchase Warrant and the form of Class D Common Stock Purchase Warrant are attached to this proxy statement as Appendix B and Appendix C, respectively, and hereby incorporated by reference into this proxy statement. We encourage you to read each of the form of Class C Common Stock Purchase Warrant and the form of Class D Common Stock Purchase Warrant carefully and in its entirety, as it is the legal document that governs the respective warrants.

General

We are asking stockholders to approve the issuance of shares of our common stock upon the exercise of the New Warrants, discussed below, in accordance with Nasdaq Listing Rule 5635(d), as described in more detail below.

Warrant Issuance

On June 26, 2023, we entered into a letter agreement (the “Inducement Agreement”) with a certain institutional investor (the “Holder”) relating to an inducement offer to exercise certain then outstanding common stock purchase warrants to purchase up to an aggregate of 7,034,883 shares of our common stock, par value $0.0001 per share. The Inducement Agreement provided the Holder with the opportunity to exercise in full (i) the Class A Common Stock Purchase Warrant issued by us to the Holder on December 14, 2022, (ii) the Class B Common Stock Purchase Warrant issued by us to the Holder on December 14, 2022 and (iii) the Common Stock Purchase Warrant issued by us to the Holder on March 2, 2023 (collectively, the “Existing Warrants”), each at a reduced exercise price from $4.00 to $1.36 per underlying share, which was equal to the most recent closing price of our common stock on The Nasdaq Capital Market prior to the execution of the Inducement Agreement.

In consideration for exercising the Existing Warrants held by the Holder (the “Warrant Exercise”) at such reduced exercise price, we offered to issue the Holder or its designee (i) a new unregistered Class C Warrant to purchase up to 1,406,977 shares of common stock, at an exercise price equal to $1.36 per underlying share, and (ii) a new unregistered Class D Warrant to purchase up to 5,627,906 shares of common stock, at an exercise price equal to $1.36 per underlying share (such shares of common stock issuable upon exercise of the New Warrants, the “New Warrant Shares”).

The New Warrants were issued in a private placement (the “Private Placement”), exempt from the registration requirements pursuant to Section 4(a)(2) and/or Rule 506 of the Securities Act of 1933, as amended (the “Securities Act”).

Each New Warrant will be exercisable only following Stockholder Approval (as described below) and will expire on the fifth anniversary of the date on which such New Warrant becomes exercisable. Each New Warrant contains standard adjustments to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions. The Class D Warrant also includes, until the date that is 18 months after the date upon which the Class D Warrant first becomes exercisable, full ratchet anti-dilutive adjustment rights in the event we issue shares of common stock or common stock equivalents in the future with a value less than the then effective exercise price of the Class D Warrant, subject to certain customary exceptions, and further subject to a minimum exercise price of $0.3625 per share. The New Warrants also include certain rights upon “fundamental transactions” as described in the New Warrants, including the right of the holder thereof to receive from us or a

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successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of common stock in such fundamental transaction in the amount of the Black Scholes value (as described in such New Warrants) of the unexercised portion of the applicable New Warrants on the date of the consummation of such fundamental transaction.

The New Warrants include cashless exercise rights to the extent the shares of common stock underlying the New Warrants are not registered under the Securities Act. In addition, the Class C Warrant includes certain alternative cashless exercise rights on or after the date upon which the Class C Warrant first becomes exercisable.

Under the Inducement Agreement, we agreed to hold a special meeting of shareholders by no later than October 24, 2023 for the purpose of obtaining such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from our stockholders with respect to the transactions contemplated in the Inducement Agreement (the “Stockholder Approval”).

Under the Inducement Agreement, we also agreed (i) to file, as soon as practicable (and in any event by no later than October 24, 2023), a resale registration statement on Form S-3 providing for the resale by the Holder(s) of the New Warrant Shares issued and issuable upon exercise of the New Warrants and (ii) to use commercially reasonable efforts to keep such resale registration statement effective at all times until no Holder owns any New Warrants or New Warrant Shares issuable upon exercise thereof.

Under the terms of the New Warrants, a holder will not be entitled to exercise any portion of any such warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of common stock would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such warrant, which percentage may be increased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such warrants, provided that such percentage may in no event exceed 19.99%.

In addition, the New Warrants may not be exercised by the holder thereof at all until or unless our stockholders have approved the issuance of shares of common stock upon the exercise of such New Warrants pursuant to the applicable rules and regulations of the Nasdaq Stock Market, including the issuance of the shares of common stock issuable upon exercise of the New Warrants in excess of 19.99% of the issued and outstanding common stock on the closing date of the offering, which we are seeking pursuant to the Stock Issuance proposal at the Special Meeting. Subject to the rules and regulations of the Nasdaq Capital Market, we may at any time during the term of the New Warrants, reduce the then current exercise price thereof to any amount and for any period of time deemed appropriate by our Board of Directors.

As described above, we issued the New Warrants in connection with the exercise by the Holder of the Existing Warrants pursuant to the Inducement Agreement. The proceeds from the exercise of the Existing Warrants were $9.6 million, prior to deducting fees to the financial advisor and estimated expenses. We intend to use the net proceeds to support ongoing enrollment of patients in the Phase 1b/2 clinical study of intra-articular exebacase for the treatment of chronic prosthetic joint infections of the knee, filing of the Investigational New Drug application and subsequent Phase 1 clinical study of CF-370, the first engineered lysin targeting Gram-negative pathogens, working capital and general corporate purposes.

The transactions contemplated by the Inducement Agreement closed on June 28, 2023.

Pursuant to the Inducement Agreement, we agreed that, subject to certain exceptions, we will not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any common stock or any securities of us or any subsidiaries which would entitle the holder thereof to acquire at any time common stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, common stock, or (ii) file any registration statement, or amendment or supplement thereto, with the SEC other than those filed pursuant to the Inducement Agreement, other warrant exercise agreements or substantially similar agreements related to similar inducement offers regarding other warrants outstanding on the date hereof or a universal shelf registration statement on Form S-3, so long as we do not conduct a takedown off of such shelf registration statement until at least 90 days after the date of the Inducement Agreement. In addition, we also

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agreed not to effect or enter into any agreement to effect any issuance of common stock or common stock equivalents involving a “variable rate transaction” (as such term is defined in the Inducement Agreement) for a period of one year following the date of the Inducement Agreement.

The summary of the terms of the New Warrants above is qualified in its entirety by reference to the copy of the form of Class C Common Stock Purchase Warrant and the form of Class D Common Stock Purchase Warrant evidencing such New Warrants, which are included herewith as Appendix B and Appendix C, respectively, and incorporated herein by reference. You should read this summary together with such forms evidencing the New Warrants, as applicable.

Stockholder Approval

As described above, pursuant to the Inducement Agreement, we agreed to hold a special meeting of stockholders or take action via written consent of stockholders, at the earliest practical date, but by no later than October 24, 2023, for the purpose of obtaining the Stockholder Approval (as described above) with the recommendation of our Board of Directors being that such proposal be approved, and to solicit proxies from our stockholders in connection therewith. We are required to use our reasonable best efforts to obtain such Stockholder Approval. If we do not obtain Stockholder Approval at the first meeting, we are required to call a meeting every six months thereafter to seek Stockholder Approval until the earlier of the date that Stockholder Approval is obtained or the New Warrants are no longer outstanding. As discussed above, one of the purposes of the Special Meeting is to satisfy the above requirement of the Inducement Agreement.

A vote in favor of the Stock Issuance proposal is a vote “for” approval of the issuance of the shares of our common stock issuable upon exercise of the New Warrants issued under the terms of the Inducement Agreement. The exercise of the New Warrants, in their entirety, could result in the issuance of 20% or more of our common stock outstanding as of June 28, 2023, the date that the New Warrants were issued by us.

Nasdaq Listing Rule 5635(d) requires stockholder approval in connection with a transaction other than a public offering involving the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for a price that is less than the lower of (i) the Company’s Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement, or (ii) the average of the Company’s Nasdaq Official Closing Price (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement (the “Minimum Price”). Pursuant to Nasdaq rules, the presence of any provision that could cause the conversion or exercise price of a convertible security to be reduced to below the Minimum Price immediately before the entering into of the binding agreement will cause the transaction to be viewed as a discounted issuance.

The New Warrants were issued in connection with the exercise of the Existing Warrants pursuant to the terms of the Inducement Agreement (as further described above) but were not and are not exercisable at all prior to the Stockholder Approval. Accordingly, because the 7,034,883 shares of common stock issuable upon exercise of the New Warrants issued under the Inducement Agreement (i) were sold for a price less than the Minimum Price, and (ii) total more than 19.99% of our outstanding shares of common stock on the date the New Warrants were issued, and because the New Warrants further have anti-dilutive rights, we are seeking stockholder approval of the Stock Issuance proposal in respect of the issuance of the shares of common stock upon the exercise of the New Warrants pursuant to Nasdaq Listing Rule 5635(d).

Potential Adverse Effects — Dilution and Impact on Existing Stockholders

The issuance of shares of common stock upon exercise of the New Warrants will have a dilutive effect on current stockholders in that the percentage ownership of the Company held by such current stockholders will decline as a result of the issuance of the New Warrant Shares. This means also that our current stockholders will own a smaller interest in us as a result of the exercise of the New Warrants and therefore have less ability to influence significant corporate decisions requiring stockholder approval. Issuance of the New Warrant Shares could also have a dilutive effect on the book value per share and any future earnings per share. Dilution of equity interests could also cause prevailing market prices for our common stock to decline.

If the New Warrants are exercised in full for cash, a total of 7,034,883 shares of common stock will be issuable to the holder of the New Warrants and this dilutive effect may be material to current stockholders of the Company.

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Risks Related to the New Warrants

Provisions of the New Warrants could discourage an acquisition of us by a third party.

Certain provisions of the New Warrants could make it more difficult or expensive for a third party to acquire us. The New Warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the New Warrants. Further, the New Warrants provide that, in the event of certain transactions constituting “fundamental transactions,” with some exceptions, holders of such warrants will have the right, at their option, to receive from us or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of our common stock in the fundamental transaction in the amount of the Black Scholes value (as described in such warrants) of the unexercised portion of the applicable New Warrants on the date of the consummation of the fundamental transaction. These and other provisions of the New Warrants could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to the holders of our common stock.

The Class D Warrant has certain anti-dilutive rights.

The Class D Warrant includes full ratchet anti-dilutive rights in the event any shares of common stock or other equity or equity equivalent securities payable in common stock are granted, issued or sold (or we enter into any agreement to grant, issue or sell), or in accordance with the terms of the applicable warrants, are deemed to have granted, issued or sold, in each case, at a price less than the exercise price, which automatically decreases the exercise price of the Class D Warrant upon the occurrence of such event, as described in greater detail in the applicable warrants, subject to a minimum exercise price of $0.3625 per share. Such anti-dilution rights, if triggered, could result in a significant decrease in the exercise price of the Class D Warrants, which could result in significant dilution to existing shareholders.

The New Warrants may be accounted for as liabilities and the changes in value of such New Warrants may have a material effect on our financial results.

We are currently evaluating the terms of the New Warrants. It is possible that we and/or our auditors will conclude that, because of the terms of such New Warrants, such New Warrants should be accounted for as liability instruments. As a result, we would be required to classify the New Warrants as liabilities. Under the liability accounting treatment, we would be required to measure the fair value of these instruments at the end of each reporting period and recognize changes in the fair value from the prior period in our operating results for the current period. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors that are outside our control. In the event the New Warrants are required to be accounted for under liability accounting treatment, we will recognize noncash gains or losses due to the quarterly fair valuation of these warrants, which could be material. The impact of changes in fair value on our financial results may have an adverse effect on the market price of our common stock and/or our stockholders’ equity, which may make it harder for us to, or prevent us from, meeting the continued listing standards of the Nasdaq Capital Market.

There may be future sales of our common stock, which could adversely affect the market price of our common stock and dilute a stockholder’s ownership of common stock.

The exercise of (a) any options granted to executive officers and other employees under our equity compensation plans and (b) any warrants, and other issuances of our common stock could have an adverse effect on the market price of the shares of our common stock. Other than the restrictions on the New Warrants, we are not restricted from issuing additional shares of common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive shares of common stock, provided that we are subject to the requirements of the Nasdaq Capital Market (which generally requires stockholder approval for any transactions that would result in the issuance of 20% or more of our then outstanding shares of common stock or voting rights representing 20% or more of our then outstanding shares of stock). Sales of a substantial number of shares of our common stock in the public market or the perception that such sales might occur could materially adversely affect the market price of the shares of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Accordingly, our stockholders bear the risk that our future offerings will reduce the market price of our common stock and dilute their stock holdings in us.

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We currently do not meet certain of Nasdaq Capital Market’s continued listing requirements and other Nasdaq rules. If we are unable to regain compliance, we are likely to be delisted. Delisting could negatively affect the price of our common stock, which could make it more difficult for us to sell securities in a future financing or for you to sell our common stock.

We are required to meet the continued listing requirements of the Nasdaq Capital Market and other Nasdaq rules, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price and certain other corporate governance requirements. For example, we are required to maintain stockholders’ equity of at least $2.5 million (the “Minimum Stockholders’ Equity Requirement”) and to maintain a minimum bid price of at least $1.00 (the “Minimum Bid Price Requirement”). If we do not meet these continued listing requirements, our common stock could be delisted. On August 15, 2023, the Nasdaq staff (“Staff”) informed us that, based on our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, we did not meet the Minimum Stockholders’ Equity Requirement or any other alternatives available for continued listing on the Nasdaq Capital Market and therefore the Staff had determined to delist our common stock from the Nasdaq Capital Market (the “Staff Determination”). We are currently subject to a Mandatory Panel Monitor consistent with Nasdaq Listing Rule 5815(d)(4)(B) and as a result, we are not eligible for a compliance period to regain compliance with the Minimum Stockholders’ Equity Requirement, which led to the Staff Determination. We requested a hearing before a Nasdaq Hearings Panel (“Panel”) to appeal the Staff Determination. Our hearing request is staying the suspension of trading and delisting of our common stock pending the conclusion of the hearing process. Consequently, our common stock is expected to remain listed on the Nasdaq Capital Market at least until the Panel renders a decision following the hearing.

On September 21, 2023, we were notified by the Staff (the “Staff Deficiency Letter”) that, for the last thirty consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided an initial period of 180 calendar days, or until March 19, 2024, to regain compliance. The letter states that the Staff will provide written notification that we have achieved compliance with Rule 5550(a)(2) if at any time before March 19, 2024, the bid price of our common stock closes at $1.00 per share or more for a minimum of ten consecutive business days. The Staff Deficiency Letter has no immediate effect on the listing or trading of our common stock.

If we do not regain compliance with the Minimum Bid Price Requirement by March 19, 2024, we may be eligible for an additional 180 calendar day compliance period. To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice of our intention to cure the deficiency during the second compliance period, for example, by effecting a reverse stock split, if necessary. However, if it appears to the Staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq would notify us that our securities would be subject to delisting. In the event of such a notification, we may appeal the Staff's determination to delist our securities. There can be no assurance that we will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Staff would grant our request for continued listing subsequent to any additional delisting notification.

There can be no assurance that the Panel will grant our request for continued listing on the Nasdaq Capital Market, that we will be able to maintain compliance with the Nasdaq Capital Market's continued listing requirements or that we will be able to regain compliance with the Minimum Stockholders' Equity Requirement or the Minimum Bid Price Requirement.

Delisting from the Nasdaq Capital Market would cause us to pursue eligibility for trading of these securities on other markets or exchanges, or on the pink sheets. In such case, our stockholders’ ability to trade, or obtain quotations of the market value of our common stock, would be severely limited because of lower trading volumes and transaction delays. These factors could contribute to lower prices and larger spreads in the bid and ask prices of these securities. There can be no assurance that our securities, if delisted from the Nasdaq Capital Market in the future, would be listed on a national securities exchange, a national quotation service, the over-the-counter markets or the pink sheets. Delisting from the Nasdaq Capital Market, or even the issuance of a notice of potential delisting, would also result in negative publicity, make it more difficult for us to raise additional capital, adversely affect the market liquidity of our securities, decrease securities analysts’ coverage of us or diminish investor, supplier and employee confidence.

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Vote Required

Approval of the issuance of up to an aggregate of 7,034,883 shares of our common stock upon the exercise the New Warrants issued under the Inducement Agreement, in accordance with Nasdaq Listing Rule 5635(d) requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. Broker non-votes, if any, and abstentions will have no effect on the outcome of Proposal 2.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 2.

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PROPOSAL 3

APPROVAL OF AN ADJOURNMENT OF THE SPECIAL MEETING

The Board believes that if the number of shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting is insufficient to approve the Stock Plan proposal or the Stock Issuance proposal, it is in the best interests of the stockholders to enable the Company to continue to seek to obtain a sufficient number of additional votes to approve the Stock Plan proposal or the Stock Issuance proposal, as applicable.

If our stockholders approve this proposal, we could adjourn the Special Meeting, and any adjourned session of the Special Meeting, and use the additional time to solicit additional proxies in favor of the Stock Plan proposal and/or Stock Issuance proposal. Among other things, approval of Proposal 3 could mean that, even if we had received proxies representing a sufficient number of votes against Proposal 1 or Proposal 2 such that either proposal would be defeated, we could adjourn the Special Meeting without a vote on Proposal 1 or Proposal 2 and seek to convince the holders of those shares to change their votes to votes in favor of the applicable proposal.

Approval of the adjournment of the Special Meeting requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. Broker non-votes, if any, and abstentions will have no effect on the outcome of Proposal 3.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 3.

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EXECUTIVE COMPENSATION

Our executive compensation program, consisting of a three-part compensation strategy that includes base salary, annual performance-based cash bonuses and long-term equity incentive compensation, is designed to (i) pay for performance to encourage both Company and individual achievement; (ii) encourage efficient use of Company resources; and (iii) provide market competitive compensation to attract and retain highly qualified individuals who are capable of making significant contributions to the long-term success of the Company.

The Company does not adopt express formulae for weighting different elements of compensation or for allocating between long-term and short-term compensation, but strives to develop comprehensive packages that are competitive with those offered by other companies with which the Company competes to attract and retain talented executives. Under the Company’s compensation practices, cash compensation consists of an annual base salary and performance-based bonuses, and equity-based compensation primarily consists of grants of stock options.

Named Executive Officers

Our named executive officers for 2022 set forth in this proxy statement (the “Named Executive Officers”) are:

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

•	Michael Messinger, C.P.A., Chief Financial Officer;

•	Natalie Bogdanos, General Counsel and Corporate Secretary; and

•	Cara M. Cassino, M.D., Former Chief Medical Officer and Executive Vice President of Research & Development.

2022 Summary Compensation Table

The table below sets forth the compensation earned during fiscal years 2022 and 2021 by our Named Executive Officers.

Name and Principal Position		Salary ($)	Option Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compensation ($)⁽²⁾	All Other Compensation ⁽³⁾	Total ($)
Roger J. Pomerantz, M.D., F.A.C.P. Chief Executive Officer and President	2022	$702,103	$1,254,766	$224,673	$43,940	$2,225,482
	2021	$665,500	$833,234	$559,020	$42,313	$2,100,067
Michael Messinger, C.P.A. Chief Financial Officer	2022	$410,183	$414,073	$73,833	$59,122	$957,211
Michael Messinger, C.P.A. Chief Financial Officer	2021	$388,799	$262,436	$174,960	$56,487	$882,682
Natalie Bogdanos General Counsel and Corporate Secretary	2022	$444,585	$313,692	$76,469	$10,150	$844,896
Cara M. Cassino, M.D.⁽⁴⁾ Former Chief Medical Officer and Executive Vice President of Research and Development	2022	$368,117	$401,525	$—	$419,843	$1,189,485
	2021	$523,389	$558,482	$257,900	$42,433	$1,382,204

(1)

The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock options awarded during the year computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification, or ASC, Topic 718, disregarding estimated forfeitures. See Note 12 to our financial statements included in our Annual Report on Form 10-K filed on March 31, 2023 regarding assumptions underlying the valuation of these equity awards.

(2)	Represents annual bonuses earned under our performance-based bonus program for 2022. In January, the Compensation Committee determined that 50% of the 2022 bonus would be paid in March 2023 and the remaining 50% would be paid in September 2023.

(3)

The amounts reported in the “All Other Compensation” column include the sum of the incremental cost to us of all perquisites and other personal benefits, which are comprised of medical and life insurance premiums paid by us and not provided to all employees generally, and employer 401(k) contributions made by us on behalf of each Named Executive Officer. For Dr. Cassino, the amount also includes $16,667n consulting fees earned for services rendered during 2022 and $359,736 in severance payments pursuant to the Transition Agreement entered into in connection with her termination of employment during 2022. For additional information, refer to the discussion below under the headings “Narrative Disclosure to Summary Compensation Table—Retirement Plans” and “—Employment Agreements.”

(4)	Dr. Cassino resigned as our Chief Medical Officer and Executive Vice President of Research and Development effective August 14, 2022 and her employment with the Company terminated August 31, 2022.

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Outstanding Equity Awards at 2022 Fiscal Year-End

The following table sets forth information regarding outstanding stock options held by our Named Executive Officers as of December 31, 2022.

	Option Awards
Name and Principal Position	Number of Securities underlying unexercised options exercisable (#)	Number of securities underlying unexercised options unexercisable (#)	Option exercise price ($/share)	Option expiration date
Roger J. Pomerantz, M.D., F.A.C.P. Chief Executive Officer and President	35	—	$3,416.00	4/3/2024
	25	—	$3,216.00	7/29/2024
	6	—	$3,688.00	2/6/2025
	18	—	$4,168.00	5/4/2025
	18	—	$2,584.00	5/6/2026
	28	—	$1,280.00	5/2/2027
	28	—	$1,304.00	5/8/2028
	3,500	500⁽¹⁾	$320.00	4/2/2029
	2,812	938⁽²⁾	$878.40	2/21/2030
	1,587	1,588⁽³⁾	$344.80	4/8/2031
	1,562	4,688⁽⁴⁾	$266.40	2/15/2032
Michael Messinger Chief Financial Officer	23	—	$3,416.00	4/28/2024
	35	—	$2,328.00	10/28/2024
	43	—	$3,688.00	2/6/2025
	50	—	$2,632.00	2/7/2026
	175	—	$1,400.00	2/1/2027
	250	—	$1,152.00	2/1/2028
	281	—	$360.00	2/5/2029
	398	133⁽²⁾	$850.40	2/19/2030
	585	352⁽⁵⁾	$418.40	6/11/2030
	500	500⁽³⁾	$344.80	4/8/2031
	515	1,547⁽⁴⁾	$266.40	2/15/2032
Natalie Bogdanos General Counsel and Corporate Secretary	26	—	$3,240.00	8/18/2024
	27	—	$3,688.00	2/6/2025
	62	—	$2,632.00	2/7/2026
	162	—	$1,400.00	2/1/2027
	250	—	$1,152.00	2/1/2028
	281	—	$360.00	2/5/2029
	328	109⁽²⁾	$850.40	2/19/2030
	437	438⁽³⁾	$344.80	4/8/2031
	390	1,172⁽⁴⁾	$266.40	2/15/2032
Cara M. Cassino, M.D.⁽⁷⁾ Former Chief Medical Officer and Executive Vice President of Research and Development	187	—	$3,264.00	11/2/2025
	45	—	$2,632.00	2/7/2026
	125	—	$2,632.00	2/7/2026
	187	—	$1,400.00	2/1/2027
	287	—	$1,152.00	2/1/2028
	312	—	$360.00	2/5/2029
	398	133⁽²⁾	$850.40	2/19/2030
	500	500⁽³⁾	$344.80	4/8/2031
	492	633⁽⁶⁾	$344.80	4/8/2031
	500	1,500⁽⁴⁾	$266.50	2/15/2032

(1)	The shares underlying the option vest over four years, with 25% of the shares underlying the option vesting on April 1, 2020 and 6.25% of the shares underlying the option vesting at the end of each quarter thereafter.

(2)	The shares underlying the option vest over four years beginning on January 1, 2020, with 6.25% of the shares underlying the option vesting at the end of each calendar quarter thereafter.

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(3)	The shares underlying the option vest over four years beginning on January 1, 2021, with 6.25% of the shares underlying the option vesting at the end of each calendar quarter thereafter.

(4)	The shares underlying the option vest over four years beginning on January 1, 2022, with 6.25% of the shares underlying the option vesting at the end of each calendar quarter thereafter.

(5)	The shares underlying the option vest over four years, with 25% of the shares underlying the option vesting on June 11, 2021 and 6.25% of the shares underlying the option vesting at the end of each quarter thereafter.

(6)	The shares underlying the option vest over four years, with 25% of the shares underlying the option vesting on March 10, 2022 and 6.25% of the shares underlying the option vesting at the end of each quarter thereafter.

(7)

Following her termination of employment in August 2022, Dr. Cassino provided consulting services to the Company through the remainder of 2022. The outstanding stock options held by Dr. Cassino on her date of termination continued to vest and remain exercisable while she provided such consulting services, consistent with the terms of her Transition Agreement.

Employment Arrangements

Roger J. Pomerantz

We have entered into an employment agreement with Dr. Pomerantz (the “Pomerantz Employment Agreement”), our Chief Executive Officer and President. During 2022, Dr. Pomerantz was paid an annual base salary of $702,103 and was eligible to earn a target annual performance bonus in an amount equal to 80% of his base salary. Effective January 1, 2023, Dr. Pomerantz’s annual salary was increased to $737,208.

The Pomerantz Employment Agreement entitles Dr. Pomerantz to the following severance payments and benefits upon his resignation for good reason or termination by us without cause: (i) an amount equal to 1.5 times the sum of his annual base salary and his target annual bonus for the year of termination, payable in the form of salary continuation in regular installments over 18 months, (ii) payment of any earned but unpaid bonuses, (iii) payment of the applicable premiums for coverage pursuant to COBRA for 18 months from the date of the termination and (iv) accelerated vesting of equity awards that would otherwise vest based solely on Dr. Pomerantz’s continued service or employment during the 18 months following termination of his employment. The Pomerantz Employment Agreement provides that, upon any such termination within 60 days prior to or 12 months following a change in control of the Company, in addition to the benefits described in the previous sentence, Dr. Pomerantz is entitled to, without duplication, full accelerated vesting of equity awards that would otherwise vest based solely on Dr. Pomerantz’s continued service or employment. Dr. Pomerantz’s right to receive severance payments and benefits is conditioned upon his timely executing a general release of claims.

Dr. Pomerantz has agreed not to compete with us and not to solicit certain of our employees, customers and clients for 18 months following the termination of his employment.

Michael Messinger

We have entered into an employment agreement with Michael Messinger, our Chief Financial Officer (as amended from time to time, the “Messinger Employment Agreement”). During 2022, Mr. Messinger was paid an annual base salary of $410,183 and was eligible to earn a target annual performance bonus in an amount equal to 40% of his base salary. Effective January 1, 2023, Mr. Messinger’s annual salary was increased to $434,794.

The Messinger Employment Agreement entitles Mr. Messinger to the following severance payments and benefits upon his termination by us without cause or his resignation for good reason: (i) base salary continuation for 12 months following the date of termination; (ii) a payment equal to his accrued bonus; and (iii) payment of the applicable premiums for coverage pursuant to COBRA for 12 months from the date of termination. In the event that Mr. Messinger is terminated by us without cause or resigns for good reason, in each case, within one year following a change of control event, then, in addition to those benefits described above, all existing and outstanding stock options and other equity awards will become immediately fully vested and exercisable. Mr. Messinger’s right to receive severance payments and benefits is conditioned upon his timely executing a general release of claims.

Mr. Messinger has agreed not to compete with us and not to solicit certain of our employees, customers and clients for 12 months following the termination of his employment.

Natalie Bogdanos

We have entered into an offer letter agreement with Ms. Bogdanos, our General Counsel and Corporate Secretary (as amended from time to time, the “Bogdanos Offer Letter”). During 2022, Ms. Bogdanos was paid an annual base salary of $444,585 and was eligible to earn a target annual performance bonus in an amount equal to 40% of her base salary. Effective January 1, 2023, Ms. Bogdanos’s annual salary was increased to $466,815.

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The Bogdanos Offer Letter entitles Ms. Bogdanos to the following severance payments and benefits upon her termination by us without cause or her resignation for good reason: (i) base salary continuation for 12 months following the date of termination; (ii) a payment equal to 12 months of her bonus; and (iii) payment of the applicable premiums for coverage pursuant to COBRA for 12 months from the date of termination. In the event that Ms. Bogdanos is terminated by us without cause or resigns for good reason, in each case, within one year following a change of control event, then, in addition to those benefits described above, all existing and outstanding stock options and other equity awards will become immediately fully vested and exercisable. Ms. Bogdanos’s right to receive severance payments and benefits is conditioned upon her timely executing a general release of claims.

Ms. Bogdanos has agreed not to solicit certain of our employees or customers for 12 months following the termination of her employment.

Cara M. Cassino

In connection with Dr. Cassino’s resignation as Chief Medical Officer and Executive Vice President of Research & Development in August 2022, the company entered into a transition agreement with Dr. Cassino (the “Transition Agreement”). Pursuant to the Transition Agreement, Dr. Cassino became eligible to receive the following severance payments and benefits, subject to her timely executing a general release of claims and continued compliance with certain restrictive covenants: (i) a cash severance payment equal to the sum of 18 months of her annual base salary plus 150% of her target bonus, payable in accordance with the Company’s normal payroll practices over the 18 month period following her termination; (ii) a direct payment of or reimbursement for continued medical, dental or vision coverage pursuant to COBRA for up to 18 months; and (iii) the extension of the right to exercise certain vested stock options for two years following her termination; and (iv) a lump sum payment of $62,120. Following her termination in August 2022, Dr. Cassino provided consulting services to the Company in exchange for consulting fees of $12,500 per calendar quarter, prorated for any partial quarter. In addition, the outstanding stock options held by Dr. Cassino on her date of termination continued to vest and remain exercisable while she provided such consulting services. Dr. Cassino ceased providing consulting services to us as of February 28, 2023. The amounts paid or accrued pursuant to this arrangement during 2022 are set forth in the “All Other Compensation” column of the 2022 Summary Compensation Table.

2022 Non-Equity Incentive Plan Awards

The annual cash incentive plan has two categories of performance measures to determine payouts, corporate and, other than for the CEO, individual. For the corporate measures, the annual cash incentive plan rewards Named Executive Officers for the achievement of specified product research and development and other milestones that the Committee views as key steps in the execution of our overall business strategy. The milestone metrics relate to key development and regulatory steps. The Compensation Committee set the performance metric targets at levels that it considered rigorous and challenging and that took into account the relevant risks and opportunities. The corporate measures are milestone metrics and they consisted of the following for 2022:

Corporate Milestone Metrics			Weight (%)
Complete futility analysis for DISRUPT study			15
Obtain BARDA renewal for next contract stage (Clin 2)			10
Initiate CF-301-108 exebacase study in PJI			5
Complete exebacase DS PPQ campaign			10
Initiate the Phase 1 PK study for lyophilized form of exebacase			5
Complete GLP embryo fetal development studies of exebacase			5
Submit IND for CF-370			10
Nominate an amurin as next IND candidate			5
Select Burkholderia lead candidate			5
Identify DLAs with activity against Y. pestis			5
Obtain funding (not including BARDA) of at least $50M			20
Manage budget to +/-5% of approved operating expenses			5
Total Weighted Performance Level			100

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For the individual measures for the Named Executive Officers other than Dr. Pomerantz, the items relate to the area of responsibility of the individual—specifically, for Mr. Messinger, accounting, finance and capital raising elements; and for Ms. Bogdanos, legal, compliance, patent, data privacy, public company and corporate governance elements.

Each Named Executive Officer has a target annual award amount, expressed as a percentage of the Named Executive Officer’s base salary.

NEO			2022 Target Annual Incentive Plan Opportunity as a % of Base Salary
Roger J. Pomerantz			80%
Michael Messinger			40%
Natalie Bogdanos			40%

The Compensation Committee evaluated our achievement relative to the milestone goals established at the beginning of the year to determine the overall Company performance level, and then translated that performance level to a Company payout level. The Committee determined that the Company had not achieved all of the pre-determined milestone metrics, and approved a total weighted performance level of 40%. In doing so, the Committee considered the Company’s continued operating efficiency despite its reduction in workforce and the continued effects of the COVID-19 pandemic, its efforts in continuing to advance its pre-clinical assets, its ongoing research, publication and patent prosecution activities, and its funding attainment which included BARDA funding and capital raising. The Committee also considered individual performance achievement for the Named Executive Officers other than the Chief Executive Officer, and determined payouts including the individual performance level for such named executive officers. Based on Company and individual achievement, the Committee then determined and approved the total 2022 annual incentive plan payout for each Named Executive Officer.

Name	Base Salary	Target Annual Incentive Plan Opportunity as a % of Base Salary	Target Opportunity ($)	Company Measures % of Target Incentive	Weighted Corporate Performance Payout%	Company Measures Incentive Payout ($)	Individual Measures % of Target Incentive	Weighted Individual Performance Payout%	Individual Measures Incentive Payout ($)	Total 2022 Incentive Payout ($)
Roger J. Pomerantz, M.D.	$702,103	80%	$561,682	100%	40%	$224,673	N/A	N/A	N/A	$224,673
Michael Messinger	$410,183	40%	$164,073	50%	40%	$32,815	50%	50%	$41,018	$73,833
Natalie Bogdanos	$444,585	40%	$177,834	70%	40%	$49,794	30%	50%	$26,675	$76,469

The cash amounts awarded to each Named Executive Officer for 2022 performance are set forth in the 2022 Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.” In January, the Compensation Committee determined that 50% of the 2022 bonus would be paid in March 2023 and the remaining 50% would be paid in September 2023. Ms. Cassino’s employment terminated during 2022 and she was not eligible to receive an annual bonus award for 2022.

Equity and Other Compensation Plans

We generally offer stock options to our employees, including our Named Executive Officers, as the long-term incentive component of our compensation program. Our stock options generally allow employees to purchase shares of our common stock at a price equal to the fair market value of our common stock on the date of grant and may be intended to qualify as “incentive stock options” under the Internal Revenue Code.

Our stock options typically vest either (a) as to 25% of the shares subject to the option on the first anniversary of the date of grant and in equal quarterly installments over the ensuing 36 months or (b) as to all of the shares subject to the option, ratably on a quarterly basis over a four-year period following the date of grant, in either case subject to the holder’s continued employment with us as of each applicable vesting date. From time to time, our board of directors may also construct alternate vesting schedules as it determines are appropriate to motivate particular employees.

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We awarded stock options to our Named Executive Officers during 2022 in the following amounts:

Named Executive Officer			2022 Options Granted
Roger J. Pomerantz, M.D., F.A.C.P.			6,250
Michael Messinger			2,062
Natalie Bogdanos			1,562
Cara M. Cassino, M.D.			2,000

These options were granted with exercise prices equal to the fair market of our common stock on the date of grant, as determined under our 2014 Omnibus Incentive Plan (the “2014 Plan”). Refer to the footnotes of our Outstanding Equity Awards at 2022 Fiscal Year-End table for a description of the vesting of these options.

401(k) Retirement Plan

We maintain a retirement plan that is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code. In general, all of our employees are eligible to participate beginning on the first day of their employment. The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, generally equal to $20,500 for 2022, and have the amount of the reduction contributed to the 401(k) plan. The Company has implemented a cash matching program whereby it contributes, on a dollar-for-dollar basis, an amount equal to 50% of employee contributions up to 3% of an employee’s eligible compensation.

Pay Versus Performance

In accordance with the SEC’s disclosure requirements regarding pay versus performance, this section presents the SEC-defined “Compensation Actually Paid,” or CAP. Also required by the SEC, this section compares CAP to various measures used to gauge our performance. CAP is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of compensation-setting discussed elsewhere in this proxy statement, not in replacement.

Pay Versus Performance Table

The following table sets forth information concerning the compensation of our named executive officers for each of the fiscal years ended December 31, 2022 and 2021, and our financial performance for each such fiscal year:

(a)	(b)	(c)	(d)	(e)	(f)	(h)
	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO ($)⁽¹⁾	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)⁽¹⁾	Value of Initial Fixed $100 Investment Based on:	Net Income ($000s)
Year	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO ($)⁽¹⁾		Average Compensation Actually Paid to Non-PEO NEOs ($)⁽¹⁾	Total Shareholder Return ($)	Net Income ($000s)
2022	$2,225,482	$899,080	$997,197	$570,840	$(96.35)	$(65,153)
2021	$2,100,067	$1,458,725	$1,132,443	$841,984	$(47.92)	$(20,282)

(1)	Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

Year	PEO	Non-PEO NEOs
2022	Roger J. Pomerantz, M.D., F.A.C.P.	Michael Messinger, Natalie Bogdanos and Cara M. Cassino, M.D.
2021	Roger J. Pomerantz, M.D., F.A.C.P.	Cara M. Cassino, M.D. and Michael Messinger

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Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

	2021		2022
Adjustments	PEO	Average Non-PEO NEOs	PEO	Average Non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	$(833,234)	$(410,459)	$(1,254,766)	$(376,430)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End	$311,522	$171,705	$8,417	$2,525
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date

SEC Form DEF 14A filed by ContraFect Corporation