UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2018
ContraFect Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-36577 | 39-2072586 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
28 Wells Avenue, 3rd Floor, Yonkers, New York 10701
(Address of principal executive offices) (Zip Code)
(914) 207-2300
Registrant’s telephone number, including area code
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 29, 2018, ContraFect Corporation (the “Company”) entered into an amendment (the “Amendment”) to its letter agreement with Steven C. Gilman, Ph.D., the President and Chief Executive Officer of the Company (the “Offer Letter”). The Amendment extended the term of the Offer Letter until July 1, 2019, unless earlier terminated as provided in the Offer Letter. The Amendment also extended the period of time that Dr. Gilman will be subject to non-competition and employee non-solicitation covenants through December 31, 2019. The Offer Letter will otherwise remain in full force and effect.
In addition, on May 29, 2018, Josh Muntner resigned as the Senior Vice President, Business Development of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
|
|
10.1 |
Amendment No. 1 to Offer Letter, dated May 29, 2018, between ContraFect Corporation and Steven C. Gilman, Ph.D. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONTRAFECT CORPORATION | ||||||
| Date: May 30, 2018 | By: | /s/ Natalie Bogdanos | ||||
| Natalie Bogdanos | ||||||
| General Counsel and Corporate Secretary | ||||||
Exhibit 10.1
Amendment No. 1 to Steven C. Gilman Offer Letter
This Amendment (this “ Amendment ”) to the letter agreement, dated July 21, 2016 (the “ Offer Letter ”), by and between ContraFect Corporation (the “ Company ”), and Steven C. Gilman, Ph.D. (“ Executive ”), is entered into by and between the Company and Executive effective as of May 29, 2018.
WHEREAS, the Company and Executive desire to amend the Offer Letter as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recital and other valuable consideration, the receipt of which is hereby acknowledged, the Company and the Executive hereby agree as follows:
1. The Offer Letter is hereby amended by amending and restating the second sentence of Section 1 of the Offer Letter in its entirety to read as follows:
“As of the Effective Date, you will continue serving as the President and CEO of the Company pursuant to the terms of this letter agreement during the period commencing on the Effective Date and ending on July 1, 2019, unless earlier terminated as provided below (the “ Term ”).”
2. The Offer Letter is hereby amended by amending and restating the second sentence of Section 5 of the Offer Letter in its entirety to read as follows:
“During the period of your employment with the Company and thereafter through December 31, 2019 (the “ Restricted Period ”), you agree not to, without the Company’s prior written consent, on your own behalf, or as an owner, manager, equity holder, consultant, director, officer, employee or other service provider of any business or entity (except as a passive holder of not more than three (3%) percent of the stock of a publicly held company) participate in any capacity in any business activity that is in competition with any of the products or services being developed, marketed, distributed, planned, sold or otherwise provided by the Company or its subsidiaries during the term of your employment with the Company.”
3. Except as amended hereby, the Offer Letter shall remain in full force and effect.
4. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.
5. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. This Amendment constitutes the complete agreement between you and the Company with respect to the subject matter hereof, and supersedes any prior understandings or agreements with respect thereto. This Amendment may not be amended, modified or terminated except by an instrument in writing, signed by you and an authorized officer of the Company. Any waiver of any compliance with any provision of this Amendment shall not operate as a waiver of, or estoppel with respect to, any other or subsequent non-compliance.
[ Signature Page Follows ]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day first above written.
|
/s/ Steven C. Gilman |
||
| Steven C. Gilman, Ph.D. | ||
| CONTRAFECT CORPORATION | ||
| By: | /s/ Sol J. Barer | |
| Name: |
Sol J. Barer, Ph.D |
|
| Title: |
Lead Independent Director |
|
[Signature Page to Offer Letter Amendment]