Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 12, 2023, ContraFect Corporation (the "Company") received formal notice
from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Nasdaq Hearings
Panel (the "Panel") had granted the Company's request for continued listing on
The Nasdaq Capital Market, subject to the Company evidencing compliance with all
applicable criteria for continued listing, including the $2.5 million minimum
stockholders' equity requirement set forth in Nasdaq Listing Rule 5550(b)(1)
(the "Rule"), by no later than June 30, 2023 (the "Compliance Period"). The
Company's continued listing during the Compliance Period is subject to the
Company's satisfaction of certain conditions, including the requirement that the
Company provide the Panel with an interim update on its efforts to regain
compliance with the Rule. In addition, the Company is required to notify Nasdaq
of any significant events that occur during the Compliance Period, including,
but not limited to, any event that may call into question the Company's ability
to meet the terms of the exception granted. While the Company is seeking to
timely comply with the terms of the Panel's decision, there can be no assurance
that the Company will be able to do so and the Panel has reserved the right to
reconsider the terms of this exception under certain circumstances.
As disclosed by the Company in Current Reports on Form 8-K filed on November 25,
2022 and January 16, 2023, the Company was previously notified by Nasdaq that
the Company failed to satisfy the Rule. In accordance with the Nasdaq Listing
Rules, the Company was granted 45 calendar days from November 22, 2022 to submit
a plan to regain compliance with the Rule, and the Company submitted such plan
prior to the deadline. On January 20, 2023, Nasdaq informed the Company that it
had determined to deny the Company's request for continued listing. The Company
appealed this determination and requested a hearing before the Panel. The
hearing took place in March 2023, and the Panel's April 12, 2023 decision
described above follows such hearing.
Forward-Looking Statements
This Current Report on Form 8-K ("Current Report") contains "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Forward-looking statements can be
identified by words such as "projects," "may," "will," "could," "would,"
"should," "believes," "expects," "anticipates," "estimates," "intends," "plans,"
"potential," "promise" or similar references to future periods. Examples of
forward-looking statements in this Current Report include, without limitation,
statements regarding the Panel's decision to grant the Company additional time
to regain compliance with the Rule and the Company's ability to timely comply
with the terms of the extension and regain compliance with the Nasdaq continued
listing requirements within the Compliance Period. These statements are based on
the Company's current beliefs, expectations and assumptions regarding the future
of its business, future plans, strategies, projections, anticipated events and
trends, the economy and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent risks and
uncertainties, and actual results may differ materially from those set forth in
the forward-looking statements. Important factors that could cause actual
results to differ include, without limitation, risks and uncertainties
associated with the Company's ability to take the actions required to timely
comply with the terms of the extension and regain compliance with the Rule
within the Compliance Period; and the other important factors described under
the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the
year ended December 31, 2022 filed with the Securities and Exchange Commission
(the "SEC") on March 31, 2023 and its other filings with the SEC. Any
forward-looking statement made by the Company in this Current Report is based
only on information currently available and speaks only as of the date on which
it is made. Except as required by applicable law, the Company expressly
disclaims any obligation to publicly update any forward-looking statements,
whether written or oral, that may be made from time to time, whether as a result
of new information, future developments or otherwise.
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