SEC Form SC 13G/A filed

ContraFect Corporation

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

212326300

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

CUSIP No.

212326300

1

NAME OF REPORTING PERSONS
Altium Capital Management, LP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING

0

6

SHARED VOTING POWER

1,500,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,500,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,500,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.99%⁽¹⁾⁽²⁾

12

TYPE OF REPORTING PERSON

IA, PN

(1)

As more fully described in Item 4, the Warrants are subject to a 4.99% blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to such blocker.

(2)

Based on 27,810,082 shares of Common Stock outstanding as of November 6, 2020 as set forth in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 13, 2020.

CUSIP No.

212326300

1

NAME OF REPORTING PERSONS
Altium Growth Fund, LP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING

0

6

SHARED VOTING POWER

1,500,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,500,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,500,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.99%⁽¹⁾⁽²⁾

12

TYPE OF REPORTING PERSON

PN

(1)

As more fully described in Item 4, the Warrants are subject to a 4.99% blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to such blockers.

(2)

Based on 27,810,082 shares of Common Stock outstanding as of November 6, 2020 as set forth in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 13, 2020.

CUSIP No.

212326300

1

NAME OF REPORTING PERSONS

Altium Growth GP, LLC

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING

0

6

SHARED VOTING POWER

1,500,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,500,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,500,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.99%⁽¹⁾⁽²⁾

12

TYPE OF REPORTING PERSON

OO

(1)

As more fully described in Item 4, the Warrants are subject to a 4.99% blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to such blockers.

(2)

Based on 27,810,082 shares of Common Stock outstanding as of November 6, 2020 as set forth in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 13, 2020.

CUSIP No.

212326300

Item 1(a).

Name of Issuer:                                                         ContraFect Corporation (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:   28 Wells Avenue, Third Floor

Yonkers, New York 10701

Item 2(a).

Name of Person Filing:   

This statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital Management, LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by, the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by, the Fund. 

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the reporting persons is
152 West 57th Street, FL 20, New York, NY 10019

Item 2(c).

Citizenship:

See Item 4 on the cover page(s) hereto.

Item 2(d).

Title of Class of Securities:

Common Stock, $0.0001 par value (“Common Stock”)

Item 2(e).

CUSIP Number: 212326300

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

☐

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)

☐

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

CUSIP No.

212326300

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each such Reporting Person.  The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 27,810,082 shares of Common Stock outstanding as of November 13, 2020 as set forth in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 13, 2020.

Pursuant to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the “Warrant Blocker”). The percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Warrant Blocker. 

CUSIP No .

212326300

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

Item 10.

Certification.

Dated:

February 13, 2021

Altium Capital Management, LP

By:

/s/ Jacob Gottlieb

Name:

Jacob Gottlieb

Title:

CEO

Altium Growth Fund, LP

By: Altium Growth GP, LLC

Its: General Partner

Signature:

/s/ Jacob Gottlieb

Name:

Jacob Gottlieb

Title:

Managing Member of Altium Growth GP, LLC

Altium Growth GP, LLC

By:

/s/ Jacob Gottlieb

Name:

Jacob Gottlieb

Title:

Managing Member