UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, DC 20549

SCHEDULE 14A

(RuleRULE14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CONTRAFECT CORPORATION

(Name of Registrant as Specified in itsIn Its Charter)

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

Payment of Filing Fee (Check(check the appropriate box):

CONTRAFECT CORPORATION

March 21, 201828 WELLS AVENUE, THIRD FLOOR

Dear stockholder:YONKERS, NEW YORK 10701

You are cordially invited to attend the AnnualNotice of Special Meeting of stockholdersStockholders to

be Held on Friday, January 31, 2020

The Special Meeting of Stockholders (the “Special Meeting”) of ContraFect Corporation (the “Company”) that will be held on May 8, 2018, at 9:00 AM, local time, at the offices of Latham & Watkins LLP, located at 885 Third Avenue, 12th floor,Floor, New York, New York 10022.

The formal notice of the Annual Meeting10022, on Friday, January 31, 2020 at 8:30 a.m., Eastern time, to consider and the Proxy Statement are included with this invitation. We are holding the meeting foract upon the following purposes:matters:

All stockholdersStockholders of record of our common stock at the close of business on March 14, 2018, the record date, areDecember 31, 2019 will be entitled to notice of and to vote at this meeting andthe 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. 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 annual meeting of stockholders in person, we urge you to mark, sign, date and return the enclosed proxy card as promptly as possible in the provided postage-prepaid envelope to ensure your representation and the presence of a quorum at the annual meeting. If you send in your proxy card, you may still decide to attend the annual meeting of stockholders and vote your shares in person. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.

The board of directors and management look forward to seeing you at the meeting.

Sincerely yours,

Chairman of the Board

CONTRAFECT CORPORATION

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

The Annual Meeting of Stockholders (the “Annual Meeting”) of ContraFect Corporation, a Delaware corporation (the “Company”), will be held on May 8, 2018, at 9:00 AM, local time, at the offices of Latham & Watkins LLP, located at 885 Third Avenue, 12th floor, New York, New York 10022, for the following purposes:

All stockholders of record of our common stock at the close of business on March 14, 2018, the record date, are entitled to notice of and to vote at this meeting and 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 Annual Meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

Whether or not you expect to attend the Annual Meeting in person, we urge you to mark, sign, date and return the enclosed proxy card as promptly as possible in the provided postage-prepaid envelope to ensure your representation and the presence of a quorum at the AnnualSpecial Meeting. If you send in your proxy card, you may still decide to attend the AnnualSpecial Meeting and vote your shares in person. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.

March 21, 2018January [●], 2020

Table of Contents

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CONTRAFECT CORPORATION

28 WELLS AVENUE, THIRD FLOOR

YONKERS, NEW YORK 10701

(914) 207-2300

PROXY STATEMENT

For the Special Meeting of Stockholders to be Held on Friday, January 31, 2020

GENERAL INFORMATION

This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies by the boardBoard of directorsDirectors, or Board, of ContraFect Corporation, a Delaware corporation (“we,” “our,” “us,”or ContraFect or the “Company”),Company, for use at the Special Meeting of proxies in the accompanying formStockholders, or Special Meeting, to be usedheld on Friday, January 31, 2020, beginning at our annual meeting of stockholders to be held8:30 a.m., Eastern time, at the offices of Latham & Watkins LLP, located at 885 Third Avenue, 12th floor,Floor, New York, New York 10022, on May 8, 2018and at 9:00 AM, local time, and any continuation, postponement or adjournment thereof (the “Annual Meeting”). This Proxy Statement andof the accompanying form of proxy are being mailed to stockholders onSpecial Meeting. On or about April 4, 2018.January [●], 2020, 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 JANUARY 31, 2020

This proxy statement is available at www.astproxyportal.com/ast/19556

WhatINFORMATION ABOUT THIS PROXY STATEMENT

Why you received this proxy statement. You have received these proxy materials are included?

These materials include:

What items will be voted upon at the Annual Meeting?

There are two items that will be voted on at the Annual Meeting:

We are not aware of any matters to be presented at the Annual Meeting other than those described in this Proxy Statement. If any matters not described in the Proxy Statement are properly presented at the meeting, theCompany’s Board is soliciting your proxy holders will use their discretion to determine how 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, or SEC, and that is designed to assist you in voting your shares.

Who can vote atINFORMATION ABOUT THE SPECIAL MEETING AND VOTING

What is the Annualpurpose of the Special Meeting?

StockholdersAt our Special Meeting, stockholders will act upon the matters outlined in the accompanying notice of recordmeeting, including the approval of an amendment to our amended and restated certificate of incorporation, as amended (our “Certificate of Incorporation”) to effect a reverse stock split of our common stock $0.0001 par value per share (the “Common Stock”at a ratio of1-for-10, and decrease the number of authorized shares of our common stock to 125,000,000, subject to the Board’s authority to abandon such amendment (“Proposal 1”),; and 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 (“Proposal 2”).

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 March 14, 2018 (the “Record Date”)the record date, December 31, 2019, or if you hold a valid proxy for the Special Meeting. The number of stockholders of record as of the December 31, 2019 record date was [●]. Holders of shares of our common stock are entitled to one vote at the Annual Meeting. As of the close of business on the Record Date, we had 73,656,006 shares of Common Stock outstanding. Each share of Common Stock entitles the holder to one vote.per share.

Who can attend the Annual Meeting?meeting?

You may attend the AnnualSpecial Meeting only if you are a ContraFect stockholder who is entitled to vote at the AnnualSpecial Meeting, or if you hold a valid proxy for the AnnualSpecial Meeting. If you would like to attend the AnnualSpecial Meeting, you must call (914)207-2308 no later than 5:00 p.m., Eastern time, on May 4, 2018January 30, 2020 to have your name placed on the attendance list. In order to be admitted into the AnnualSpecial Meeting, your name must appear on the attendance list and you must presentgovernment-issued photo identification (such as a driver’s license). If your bank or broker holds your shares in street name, you will also be required to present proof of beneficial ownership of our Common Stockcommon stock on the Record Date,record date, such as a bank or brokerage statement or a letter from your bank or broker showing that you owned shares of our Common Stockcommon stock at the close of business on the Record Date.record date. You may obtain directions to the location of our Special Meeting by calling (914)207-2308.

What constitutes a quorum for the Annual Meeting?quorum?

The presence in person 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 AnnualSpecial Meeting. Each holder of our common stock is entitled to one vote for each share held as of the Record Date.

Difference between Stockholder of Record and Beneficial Owner

Stockholder 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 noticedate. As of the Annual Meeting (the “Notice”)December 31, 2019 record date, [●] shares of our common stock were outstanding and Proxy Statement were sent directlyentitled to you by the Company.vote.

Beneficial Owner of Shares Held in Street Name.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 by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

How do I vote?

Stockholders of Record.Record. If you are a stockholder of record, you may vote by marking, signing and dating your proxy card and promptly returning it in the postage-paid envelope we have provided or returning it to American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York, 11219, so that it is received no later than May 7, 2018.January 30, 2020. 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.proxy statement. Whether or not you expect to attend the AnnualSpecial Meeting in person, we urge you to vote by signing, dating and returning the enclosed proxy card as promptly as possible in the postage-paid envelope provided, to ensure your representation and the presence of a quorum at the AnnualSpecial Meeting. Stockholders of record desiring to vote in person at the AnnualSpecial Meeting may vote on the ballot provided at the meeting.

Beneficial Owners.Owners. If your shares are held in a brokerage account, by a bank, by a trustee, or by another nominee, 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.

Beneficial owners desiring to vote in person at the AnnualSpecial Meeting will need to contact the broker, bank, trustee, or other nominee that is the holder of record of their shares to obtain a “legal proxy” to bring to the AnnualSpecial Meeting.

What are the voting recommendations of the board of directors?

The board of directors recommends that our stockholders vote:

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:

No matter currently is expected to be considered at the Annual Meeting other than the matters set forth in the accompanying Notice. However, if any other matters are properly brought before the Annual Meeting for action, it is intended that the shares of our common stock represented by proxies will be voted by the persons named as proxies in their discretion on such matters.

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. Therefore, if you do not provide voting instructions to your broker, your broker may only vote your shares on some, but not all, of the proposals to come before the Annual Meeting. See further below at “What are broker non-votes, and how will they affect the vote on a proposal?”

Can I change or revoke my voteproxy after I have deliveredreturn my proxy?proxy card?

Stockholders of Record. Prior to the AnnualSpecial Meeting, you may change your vote by submitting a later dated proxy in one of the manners authorized and described in this Proxy Statement.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 May 7, 2018,January 30, 2020, or given to our Corporate Secretary at the AnnualSpecial Meeting prior to the time your proxy is voted at the AnnualSpecial Meeting. You also may revoke any proxy given pursuant to this solicitation by attending the AnnualSpecial Meeting and voting in person by ballot. However, the mere presence of a stockholder at the AnnualSpecial 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 obtain a “legal proxy” to vote your shares if you wish to cast your vote in person at the AnnualSpecial Meeting.

How canWill my shares be voted if I communicate with the board of directors?don’t return my proxy?

Our board will give appropriate attention to written communications thatIf your shares are submitted by stockholders, and will respond if and as appropriate. If you wish to communicate with the board of directors, you may send your communicationregistered directly in writing to: General Counsel and Corporate Secretary, ContraFect Corporation, 28 Wells Avenue, Third Floor, Yonkers, New York 10701, who will forward all material communications from stockholders to the appropriate director or directors or committee of the board of directors based on the subject matter. You must include your name, your shares will not be voted if you do not return your proxy or vote by 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, even if you do not give instructions to your bank, broker or other nominee, it has discretionary authority to vote your shares with respect to Proposals 1 and address2. We encourage you to provide voting instructions. This ensures your shares will be voted at the meeting in the written communication and indicate whethermanner you aredesire. If your bank, broker or other nominee chooses not to vote on a stockholder of the Company.matter for which it has discretionary voting authority, this will be treated as a “brokernon-vote.”

What is the voting requirementvote required to approve each matter?

Proposal 1: Approval of an Amendment to our Certificate of Incorporation. The affirmative vote of a majority of the proposals?

How are abstentions and votes withheld treated?

A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” with respect to the proposal regarding the ratification of the appointment of our independent auditor, are treated as shares present or represented and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors and abstentions have no effect on the ratification of the appointment of our independent auditor.

What are brokernon-votes, and how will they affect the vote on a proposal?

Broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business. A broker non-vote occurs when you fail to provide voting instructions for shares you hold in “street name.” Under those circumstances, your broker may be authorized to vote for you on routine matters, such as the ratification of the appointment of our independent auditor, but is prohibited from voting on other, non-routine matters, such as the election of directors. Broker non-votes will have nothe same effect on the vote for the election of directors.as votes against Proposal 1. Because brokers have discretionary authority to vote on the ratification of the appointment of our independent auditor,Proposal 1, we do not expect any brokernon-votes in connection with such proposals. Those itemsthis proposal. The Board of Directors recommends that you vote “FOR” Proposal 1.

Proposal 2: Approval of the Adjournment of the Special Meeting. The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively is required for which your broker cannotapproval of Proposal 2. Abstentions will have no effect on the outcome of Proposal 2. Because brokers have discretionary authority to vote result in broker non-votes if youon Proposal 2, we do not provide yourexpect any brokernon-votes in connection with voting instructions on such items.this proposal. The Board of Directors recommends that you vote “FOR” Proposal 2.

How are votes counted?

Votes will be counted by the inspector of election appointed for the AnnualSpecial Meeting by the board of directors.Board. The inspector of election will separately count “FOR” and “AGAINST” votes, votes withheld,

abstentions and broker non-votes.non-votes, if any. The board of directorsBoard has appointed a representative of American Stock Transfer & Trust Company, LLC to serve as the inspector of elections at the AnnualSpecial 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 and 2. 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.

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 may vote their stock personally even though they may have sent in their proxies.

Where can I findPROPOSAL 1

APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT AND DECREASE THE NUMBER OF AUTHORIZED SHARES

General

Our Board has adopted and is recommending that our stockholders approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio of1-for-10, and decrease the voting resultsnumber of authorized shares of our common stock to 125,000,000. Pursuant to the law of the Annual Meeting?State of Delaware, our state of incorporation, the Board must adopt any amendment to our Certificate of Incorporation and submit the amendment to stockholders for their approval. The form of proposed amendment to our Certificate of Incorporation is attached to this proxy statement asAppendix A.

By approving this proposal, stockholders will approve an amendment to our Certificate of Incorporation pursuant to which each ten outstanding shares would be combined into one share of our common stock, and authorize our Board to file such amendment with the Secretary of State of the State of Delaware. The Board may also elect not to effect any reverse stock split. The Board’s decision as to whether and when to effect the reverse stock split will be based on a number of factors, including market conditions, the historical, existing and expected trading price of our common stock, the anticipated impact of the reverse stock split on the trading price of our common stock, and the continued listing requirements of The Nasdaq Capital Market. Although our stockholders may approve the reverse stock split, we will not effect the reverse stock split if the Board does not deem it to be in the best interests of the Company and its stockholders.

The final voting resultsproposed certificate of amendment also provides that the number of authorized shares of our common stock will be reporteddecreased to 125,000,000. Because the reverse stock split will decrease the number of outstanding shares of our common stock by a ratio of1-for-10, the proposed amendment would result in a Form 8-Krelative increase in the number of authorized and unissued shares of our common stock. For more information on the relative increase in the number of authorized shares of our common stock, see “Principal Effects and Purpose of Decrease (Relative Increase) in Number of Authorized Shares of our Common Stock” and “Anti-takeover Effects of Proposed Amendment” below.

Purpose and Background of the Reverse Stock Split

On December 27, 2019, the Board approved the proposed amendment to our Certificate of Incorporation to effect the reverse stock split for the following reasons:

Nasdaq Requirements for Continued Listing

Our common stock is quoted on The Nasdaq Capital Market under the symbol “CFRX.” One of the requirements for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) is maintenance of a minimum closing bid price of $1.00. On January [●], 2020, the closing market price per share of our common stock was $[●], as reported by The Nasdaq Capital Market.

On February 20, 2019, we received a written notification from The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we expecthad failed to filecomply with the Securities and Exchange Commission (“SEC”) within fourminimum bid price requirement because the bid price for our common stock over a period of 30 consecutive business days prior to such date had closed below the minimum $1.00 per share requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we had an initial period of 180 calendar days, or until August 19, 2019, to regain compliance with the Annual Meeting,minimum bid price requirement of $1.00 per share. The Company was unable to gain compliance with the minimum bid price requirement by August 19, 2019 and requested an additional 180 calendar day period to do so. On August 20, 2019, Nasdaq notified the Company that Form 8-Kit was eligible for such an additional 180 day grace period, or until February 17, 2020 to regain compliance. To regain compliance, the minimum closing bid price per share of our common stock must be at least $1.00 for a minimum of ten consecutive business days. If we fail to regain compliance by February 17, 2020, Nasdaq will provide written notification that the Company’s securities will be available via the SEC Filings section of our website. We also expect to announce preliminary results at the Annual Meeting.

Who is paying for the cost of this proxy solicitation?

The expenses of preparing, printing and assembling the materials used in the solicitation of proxies on behalf of the board of directors will be borne by the Company. In addition to the solicitation of proxies by use of the mail,delisted. At that time, the Company may useappeal Nasdaq’s determination to a Hearings Panel. If the servicesCompany appeals, the Hearings Panel will request a plan to regain compliance. Hearings Panels have generally viewed a reverse stock split as the only definitive plan to resolve a bid price deficiency. There can be no assurance that such an appeal would be successful.

In the event that our common stock were to be delisted from The Nasdaq Capital Market, our common stock would likely trade in theover-the-counter market. If our common stock were to trade on theover-the-counter market, selling our common stock could be more difficult because smaller quantities of shares would likely be bought and sold, and transactions could be delayed. In addition, in the event our common stock is delisted, broker-dealers have certain regulatory burdens imposed upon them, which may discourage broker-dealers from effecting transactions in our common stock, further limiting the liquidity of its officersour common stock. These factors could result in lower prices and employees (who will receive no compensationlarger spreads in additionthe bid and ask prices for our common stock.

Such delisting from The Nasdaq Capital Market and continued or further decline in our stock price could also impair our ability to raise additional necessary capital through equity or debt financing.

In light of the factors mentioned above, our Board unanimously approved the proposed amendment to our Certificate of Incorporation to effect the reverse stock split as a potential means of increasing and maintaining the price of our common stock to above $1.00 per share in compliance with Nasdaq requirements.

Potential Increased Investor Interest

In approving the proposed amendment to our Certificate of Incorporation, the Board considered that the Company’s common stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their regular salaries)clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to solicit proxies personally and by mail, telephone and electronic means frombe higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks.

Risks Associated with the Reverse Stock Split

There are risks associated with the reverse stock split, including that the reverse stock split may not result in a sustained increase in the per share price of our common stock. There is no assurance that:

Is there other business scheduled to be presented

Stockholders atshould note that the effect of the reverse stock split, if any, upon the market price of our common stock cannot be accurately predicted. In particular, we cannot assure you that the price for a share of our common stock after the reverse stock split will be ten (10) times the price for a share of our common stock immediately prior to the reverse stock split. Furthermore, even if the market price of our common stock does rise following the reverse stock split, we cannot assure you that the market price of our common stock immediately after the proposed reverse stock split will be maintained for any period of time. Even if an annual meetingincreasedper-share price can be maintained, the reverse stock split may not achieve the desired results that have been outlined above. Moreover, because some investors may view the reverse stock split negatively, we cannot assure you that the reverse stock split will onlynot adversely impact the market price of our common stock.

The market price of our common stock will also be based on our performance and other factors, some of which are unrelated to the reverse stock split or the number of shares outstanding. If the reverse stock split is effected and the market price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a reverse stock split. The total market capitalization of our common stock after implementation of the reverse stock split when and if implemented may also be lower than the total market capitalization before the reverse stock split. Furthermore, the liquidity of our common stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse stock split.

While we aim that the reverse stock split will be sufficient to maintain our listing on The Nasdaq Capital Market, it is possible that, even if the reverse stock split results in a bid price for our common stock that exceeds $1.00 per share, we may not be able to consider proposals or nominations specified in the Notice of Annual Meeting or brought before the meeting by or at the directioncontinue to satisfy Nasdaq’s additional criteria for continued listing of our boardcommon stock on The Nasdaq Capital Market, including but not limited to the requirement that we have at least 300 stockholders.

We believe that the reverse stock split may result in greater liquidity for our stockholders. However, it is also possible that such liquidity could be adversely affected by the reduced number of directors orshares outstanding after the reverse stock split, particularly if the price of our common stock does not increase as a result of the reverse stock split.

Principal Effects of the Reverse Stock Split

If the stockholders approve this proposal and the Board implements the reverse stock split, we will amend and restate the first sentence of Article FOURTH of our Certificate of Incorporation relating to our authorized capital, in its entirety to read as follows:

“That, effective on the filing of this Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware (the “Effective Time”), aone-for-ten reverse stock split of the Corporation’s Common Stock (as defined below) shall become effective, pursuant to which each ten shares of Common Stock outstanding and held of record by aeach stockholder of record on the Record Date forCorporation (including treasury shares) immediately prior to the meeting who is entitled to vote atEffective Time shall be reclassified and combined into one validly issued, fully-paid and nonassessable share of Common Stock automatically and without any action by the meetingholder thereof upon the Effective Time and who has delivered timely written notice in proper form to our Corporate Secretaryshall represent one

share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the stockholder’s intention to bring such business beforeCommon Stock following the meeting. AsReverse Stock Split shall remain at $0.0001 per share. No fractional shares of Common Stock shall be issued as a result of the date of this Proxy Statement, the Company has no knowledge of any business to be presented for consideration at the Annual Meeting other than the proposals described in the Notice of Annual Meeting. If any other business should properly come before the Annual Meeting, the persons appointed by the enclosed form of proxy shall have discretionary authority to vote all such proxies as they shall decide. The enclosed proxy gives Natalie Bogdanos, General Counsel and Corporate Secretary, and Michael Messinger, Senior Vice President, Finance, discretionary authority to vote your shares in accordance with his or her best judgmentReverse Stock Split. In lieu thereof, (i) with respect to all additional mattersholders of one or more certificates which formerly represented shares of Common Stock that might come beforewere issued and outstanding immediately prior to the Annual Meeting,Effective Time, upon surrender after the Effective Time of such certificate or certificates, any holder who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment (the “Fractional Share Payment”) equal to the fraction of which such holder would otherwise be entitled multiplied by the closing price per share on the trading day immediately preceding the Effective Time as reported by The Nasdaq Capital Market (as adjusted to give effect to the Reverse Stock Split); provided that, whether or not fractional shares would be issuable as a result of the enclosed proxyReverse Stock Split shall be determined on the basis of (a) the total number of shares of Common Stock that were issued and outstanding immediately prior to the Effective Time formerly represented by certificates that the holder is properly authorizedat the time surrendering and (b) the aggregate number of shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by you.

Stockholder Proposals for 2019 Annual Meeting

Rule 14a-8 Proposals

To be eligible for inclusionsuch certificates shall have been reclassified; and (ii) with respect to holders of shares of Common Stock in book-entry form in the records of the Company’s proxy statementtransfer agent that were issued and outstanding immediately prior to the Effective Time, any holder who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive the Fractional Share Payment automatically and without any action by the holder.

The total number of shares of all classes of stock which the Corporation shall have authority to issue is 150,000,000 shares, consisting of (i) 125,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”), and (ii) 25,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).”

The reverse stock split will be effected simultaneously for all issued and outstanding shares of common stock and the 2019 annual meetingreverse stock split ratio will be the same for all issued and outstanding shares of common stock. The reverse stock split will affect all of our stockholders stockholder proposals submitteduniformly and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that the reverse stock split results in any of our stockholders owning a fractional share. After the reverse stock split, the shares of our common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our common stock now authorized. Common stock issued pursuant to Rulethe reverse stock split will remain fully paid and14a-8non-assessable. The reverse stock split will not affect the Company continuing to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended must be received at the Company’s principal executive offices no later than December 5, 2018. Stockholder proposals should be addressed to: ContraFect Corporation, Attn: Corporate Secretary, 28 Wells Avenue, Third Floor, Yonkers, New York 10701.(the “Exchange Act”).

Other Proposals or Nominees for Presentation at the 2019 Annual Meeting

Stockholder proposals and director nominations not intended for inclusionThe reverse stock split may result in the Company’s proxy statement for the 2019 annual meetingsome stockholders owning“odd-lots” of stockholders, but which instead are sought to be presented directly at such meeting, must be received at the Company’s principal executive offices by our Secretary not less than ninety (90) calendar days nor more100 shares of our common stock. Brokerage commissions and other costs of transactions inodd-lots are generally higher than one hundred twenty (120) daysthe costs of transactions in “round-lots” of even multiples of 100 shares.

Following the effectiveness of any reverse stock split approved by the stockholders and implementation by the Board, current stockholders will hold fewer shares of common stock. For example, a stockholder owning a“round-lot” of 100 shares of common stock prior to the anniversaryreverse stock split would hold 10 shares of common stock following the reverse stock split.

In deciding whether to implement the reverse stock split, the Board will consider primarily the satisfaction of the preceding year’s annual meeting. Therefore,Nasdaq continued listing requirements, as described above under the heading “Nasdaq Requirements for Continued Listing.” It may also consider, among other things: (i) the market price of the common stock at the time of the reverse stock split; (ii) the number of shares that will be outstanding after the reverse stock split; (iii) the expected number of stockholders following the reverse stock split; (iv) the stockholders’ equity at such time; (v) the shares of common stock available for issuance in the future; and (vi) the liquidity of the common stock in the market and the improved liquidity that may result. The Board maintains the right to abandon the

proposed amendment to our Certificate of Incorporation if it determines, in its sole discretion, that we will be able to satisfy the listing requirements of Nasdaq without implementing the reverse stock split or if the proposed amendment to our Certificate of Incorporation is otherwise no longer in the best interests of the Company.

IF THIS PROPOSAL IS NOT APPROVED, WE MAY BE UNABLE TO MAINTAIN THE LISTING OF OUR COMMON STOCK ON THE NASDAQ CAPITAL MARKET, WHICH COULD ADVERSELY AFFECT THE LIQUIDITY AND MARKETABILITY OF OUR COMMON STOCK.

Principal Effects and Purpose of Decrease (Relative Increase) in Number of Authorized Shares of our Common Stock

If the proposed amendment to our Certificate of Incorporation is approved by the Company’s stockholders, at the effective time of the amendment the number of authorized shares of our common stock will be decreased to 125,000,000 from 200,000,000. Because the reverse stock split will decrease the number of outstanding shares of our common stock by a ratio of1-for10, the proposed amendment would result in a relative increase in the number of authorized and unissued shares of our common stock. The purpose of the relative increase in the amount of authorized and unissued shares of our common stock is to allow our Company the ability to issue additional shares of common stock in connection with future financings, employee and director benefit programs and other desirable corporate activities, without requiring our Company’s stockholders to approve an increase in the authorized number of shares of common stock each time such an action is contemplated. If the proposed amendment to the Certificate of Incorporation is approved, all or any of the authorized and unissued shares of common stock may be issued in the future for such corporate purposes and such consideration as the Board deems advisable from time to time, without further action by the stockholders of our Company and without first offering such shares to our stockholders. When and if additional shares of common stock are issued, these new shares would have the same voting and other rights and privileges as the currently issued and outstanding shares of common stock, including the right to cast one vote per share. Except pursuant to the Company’s equity incentive plans for our employees and directors and outstanding warrants, our Company presently has no plan, commitment, arrangement, understanding or agreement regarding the issuance of common stock. However, the Company mustregularly considers its capital requirements and may conduct equity offerings in the future.

Because our stockholders have no preemptive rights to purchase or subscribe for any of our unissued common stock, the future issuance of additional shares of common stock will reduce our current stockholders’ percentage ownership interest in the total outstanding shares of common stock. In the absence of a proportionate increase in our future earnings and book value, an increase in the number of our outstanding shares of common stock would dilute our projected future earnings per share, if any, and book value per share of all our outstanding shares of the common stock. If these factors were reflected in the price per share of our common stock, the potential realizable value of a stockholder’s investment could be adversely affected. An issuance of additional shares could therefore have an adverse effect on the potential realizable value of a stockholder’s investment.

Effects of the Amendment on our Common Stock

After the effective time of the amendment to our Certificate of Incorporation, each stockholder will own fewer shares of our common stock as a result of the reverse stock split and the number of our authorized shares of common stock will be decreased to 125,000,000 from 200,000,000. Because the reverse stock split will decrease the number of outstanding shares of our common stock, the proposed amendment will result in a relative increase in the number of authorized and unissued shares of our common stock. All outstanding options and warrants to purchase shares of our common stock, including any held by our officers and directors, would be adjusted as a result of the reverse stock split. In particular, the number of shares issuable upon the exercise of each instrument would be reduced, and the exercise price per share, if applicable, would be increased, in accordance with the terms of each instrument and based on the ratio of the reverse stock split.

The chart below outlines the capital structure as described in this proposal and prior to and immediately following a possible reverse stock split at the proposed reverse stock split ratio and the decrease in the number of

authorized shares of common stock to 125,000,000. The number of shares disclosed in the column “Number of shares of common stock before reverse stock split” reflects the number of shares as of the record date, December 31, 2019. The number of shares disclosed in the column “Estimated number of shares of common stock after reverse stock split” gives effect to the reverse stock split at the proposed ratio of1-for-10 as of December 31, 2019 as well as the reduction in the number of authorized shares of common stock to 125,000,000, but does not give effect to any other changes, including any issuance of securities after December 31, 2019.

Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates, if Applicable

If the proposed amendment to our Certificate of Incorporation is approved by the Company’s stockholders, the reverse stock split will become effective at the time of filing of the certificate of amendment with the Secretary of State of the State of Delaware (the “Effective Time”). At the Effective Time, shares of common stock issued and outstanding immediately prior thereto will be combined, automatically and without any action on the part of the stockholders, into new shares of common stock in accordance with the reverse stock split ratio contained in the certificate of amendment.

As soon as practicable after the Effective Time, stockholders will be notified by our transfer agent that the reverse stock split has been effected. If you hold shares of common stock in book-entry form, you will not need to take any action to receive noticepost-reverse stock split shares of our common stock. As soon as practicable after the Effective Time, the Company’s transfer agent will send to your registered address a transmittal letter along with a statement of ownership indicating the number of post-reverse stock split shares of common stock you hold. If applicable, a check representing a cash payment in lieu of fractional shares will also be mailed to your registered address as soon as practicable after the Effective Time (see “Fractional Shares” below).

Some stockholders hold their shares of common stock in certificate form. Our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates, if applicable. If you are a stockholder holdingpre-reverse stock split shares in certificate form, you will receive a transmittal letter from the Company’s transfer agent as soon as practicable after the Effective Time. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate or certificates representing thepre-reverse stock split shares of our common stock for a statement of ownership. When you submit your certificate or certificates representing thepre-reverse stock split shares of our common stock, your post-reverse stock split shares of our common stock will be held electronically in book-entry form in the Direct Registration System. This means that, instead of receiving a new stock certificate representing the aggregate number of post-reverse stock split shares you own, you will receive a statement indicating the number of post-reverse stock split shares you own in book-entry form. We will no longer issue physical stock certificates unless you make a specific request for a certificate representing your post-reverse stock split ownership interest.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Beginning at the Effective Time, each certificate representingpre-reverse stock split shares will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares.

Fractional Shares

No scrip or fractional shares would be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share. Instead, each stockholder will be entitled to receive a cash payment equal to the fraction of which such a proposal or nominationstockholder would otherwise be entitled multiplied by the closing price per share on the trading day immediately preceding the Effective Time as reported by The Nasdaq Capital Market (as adjusted to give effect to the reverse stock split). No transaction costs would be assessed to stockholders for the 2019 annual meetingcash payment. Stockholders would not be entitled to receive interest for their fractional shares.

After the reverse stock split, then-current stockholders would have no further interest in our Company with respect to their fractional shares. A person entitled to a fractional share would not have any voting, dividend or other rights in respect of their fractional share except to receive the cash payment as described above. Such cash payments would reduce the number of post-reverse stock split stockholders no earlierto the extent that there are stockholders holding fewer than that number ofpre-reverse stock split shares within the closereverse stock split ratio that is determined by us as described above. Reducing the number of business on January 8, 2019post-reverse stock split stockholders, however, is not the purpose of this proposal.

Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where we are domiciled and no later thanwhere the close of business on February 7, 2019funds for fractional shares would be deposited, sums due to stockholders in payment for fractional shares that are not timely claimed after the Effective Time may be required to be considered timely.paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid.

Effect on Outstanding Stock Options and Warrants

The Company has equity incentive plans designed primarily to provide stock-based incentives to employees and directors pursuant to which we have issued stock options to purchase shares of our common stock. As of December 31, 2019, we had granted [●] stock options under our equity incentive plans. In addition, we have issued to third party investors and others warrants to purchase shares of our common stock. As of December 31, 2019, we had issued and outstanding warrants to purchase up to [●] shares of our common stock. In the event of a reverse stock split, our Board generally has the discretion to determine the appropriate adjustment to awards granted under the equity incentive plans. Further, the terms of the warrants provide for appropriate adjustments in the event of a stock split. Accordingly, if the reverse stock split is approved by our stockholders and our Board decides to implement the reverse stock split, as of the Effective Time the number of all outstanding warrants and option grants, the number of shares issuable and the exercise price, as applicable, relating to options under our equity incentive plans and warrants, will be proportionately adjusted based on the reverse stock split ratio, subject to the terms of such options and warrants. Our Board has also authorized the Company to effect any other changes necessary, desirable or appropriate to give effect to the reverse stock split, including any applicable technical, conforming changes.

For example, if the proposed1-for-10 reverse stock split is effected, the aggregate number of shares issuable under the warrants and stock options would be approximately [●] and [●], respectively, representing a 10 fold decrease in the number of shares issuable under those warrants and stock options. The terms of our outstanding warrants and stock options do not permit exercise for fractional shares. As such, the number of shares issuable under any individual outstanding warrant or stock option shall be rounded up or down as provided for under the

specific terms of our equity incentive plans and warrants, or in the case of certain of our warrants, upon exercise of those warrants the Company shall pay cash amounts for fractional shares that otherwise would be issued. Commensurately, the exercise price under each outstanding warrant and stock option would, except as noted above, be increased by 10 times such that upon exercise, the aggregate exercise price payable by the warrantholder or optionee to the Company would remain the same. Furthermore, the aggregate number of shares currently available under our equity incentive plans for future stock option and other equity-based grants will be proportionally reduced to reflect the reverse stock split ratio (rounded down to the nearest share). For example, in the event of a1-for-10 reverse stock split, [●] shares that currently remain available for issuance under our equity incentive plans would be adjusted to equal approximately [●] shares, subject to future potential increases pursuant to the terms of those plans.

Accounting Matters

The reverse stock split will not affect the common stock capital account on our balance sheet. However, because the par value of our common stock will remain unchanged at the Effective Time of the split, the components that make up the common stock capital account will change by offsetting amounts. If the proposed1-for-10 reverse stock split is effected, the stated capital component will be reduced to an amount ofone-tenth (1/10) of its present amount, and the additionalpaid-in capital component will be increased with the amount by which the stated capital is reduced. The per share net income or loss and net book value of our common stock will be increased because there will be fewer shares of common stock outstanding. Prior periods’ per share amounts will be restated to reflect the reverse stock split.

No Dissenters’ Rights

Under the Delaware General Corporation Law, the Company’s stockholders will not be entitled to dissenters’ rights with respect to the reverse stock split, and we do not intend to independently provide stockholders with any such right.

No Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares following the reverse stock split, the Board does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule13e-3 of the Exchange Act.

Interests of Certain Persons in the Proposal

Certain of our officers and directors have an interest in this Proposal 1 as a result of their ownership of shares of our common stock, as set forth below in the section entitled “Stock Ownership of Certain Beneficial Owners and Management” below. However, we do not believe that our officers or directors have interests in Proposal 1 that are different from or greater than those of any of our other stockholders.

Anti-takeover Effects of Proposed Amendment

ReleaseNo. 34-15230 of the staff of the SEC requires disclosure and discussion of the effects of any action, including the proposed amendment to our Certificate of Incorporation discussed herein, that may be used as an anti-takeover mechanism. Because the proposed amendment to our Certificate of Incorporation provides that the datenumber of authorized shares of common stock will be 125,000,000, the amendment, if such amendment is filed with the Secretary of State of the 2019 annualState of Delaware, will result in a relative increase in the number of authorized but unissued shares of our common stockvis-à-vis the number of outstanding shares of our common stock after the reverse stock split and, could, under certain circumstances, have an anti-takeover effect, although this is not the purpose or intent of our Board. A relative increase in the number of our authorized shares could enable the Board to render more difficult or discourage an attempt by a party attempting to obtain control of the Company

meetingby tender offer or other means. The issuance of common stock in a public or private sale, merger or similar transaction would increase the number of outstanding shares entitled to vote, increase the number of votes required to approve a change of control of the Company and dilute the interest of a party attempting to obtain control of the Company. Any such issuance could deprive stockholders of benefits that could result from an attempt to obtain control of the Company, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of common stock to persons friendly to the Board could make it more difficult to remove incumbent officers and directors from office even if such change were favorable to stockholders generally.

As stated above, the Company has no present intent to use the relative increase in the number of authorized shares of our common stock for anti-takeover purposes, and the proposed amendment is morenot part of a plan by the Board to adopt a series of anti-takeover provisions; however, if the proposed amendment is approved by the stockholders, then a greater number of shares of our common stock would be available for such purpose than thirty (30) days beforeis currently available. The Company is not aware of any pending or threatened efforts to obtain control of the Company, and the Board has no present intent to authorize the issuance of additional shares of common stock to discourage such efforts if they were to arise.

Material United States Federal Income Tax Consequences of the Reverse Stock Split

The following discussion describes the anticipated material United States Federal income tax consequences to “U.S. holders” (as defined below) of Company capital stock relating to the reverse stock split. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, judicial authorities, published positions of the Internal Revenue Service (“IRS”), and other applicable authorities, all as currently in effect and all of which are subject to change or differing interpretations (possibly with retroactive effect). We have not obtained a ruling from the IRS or an opinion of legal or tax counsel with respect to the tax consequences of the reverse stock split. The following discussion is for information purposes only and is not intended as tax or legal advice. Each holder should seek advice based on the holder’s particular circumstances from an independent tax advisor.

YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE UNITED STATES FEDERAL ESTATE OR GIFT TAX RULES, OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TREATY.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company capital stock who is for United States Federal income tax purposes:

This discussion assumes that Company capital stock is held as a capital asset within the meaning of Code Section 1221. This discussion does not address all of the tax consequences that may be relevant to a particular Company stockholder (including the Medicare contribution tax on net investment income) or to Company stockholders that are subject to special treatment under United States Federal income tax laws including, but not

limited to, banks, financial institutions,tax-exempt organizations, insurance companies, regulated investment companies, real estate investment trusts, entities such as partnerships ors-corporations that are treated as “flow-through” entities, or entities that are disregarded as separate from their owners for tax purposes, persons that are broker-dealers, traders in securities who elect themark-to-market method of accounting for their securities, Company stockholders holding their shares of Company capital stock as part of a “straddle,” “hedge,” “conversion transaction,” or other integrated transaction, U.S. expatriates, persons subject to the alternative minimum tax, persons whose shares constitute “qualified small business stock” for purposes of Code section 1202, or persons who hold their Company capital stock through individual retirement or othertax-deferred accounts. This discussion also does not address the tax consequences to the Company, or to Company stockholders that own 5% or more than sixty (60) days after May 8, 2019, then our Secretary must receive such written noticeof the Company’s capital stock, are affiliates of Company, or are not earlier thanU.S. holders. In addition, this discussion does not address other United States Federal taxes (such as gift or estate taxes or alternative minimum taxes), the closetax consequences of business on the 120th day priorreverse stock split under state, local, or foreign tax laws or certain tax reporting requirements that may be applicable with respect to the 2019 annual meetingreverse stock split. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below.

If a partnership (or other entity treated as a partnership for United States Federal income tax purposes) is a Company stockholder, the tax treatment of a partner in the partnership, or any equity owner of such other entity will generally depend upon the status of the person and not later than the closeactivities of business on the 90th day priorpartnership or other entity treated as a partnership for United States Federal income tax purposes.

Tax Consequences of the Reverse Stock Split Generally

We believe that the reverse stock split will qualify as a “reorganization” under Section 368(a)(1)(E) of the Code. Accordingly, provided that the fair market value of the post-reverse stock split shares is equal to the 2019 annual meetingfair market value of thepre-reverse stock split shares surrendered in the reverse stock split:

The receipt of cash in lieu of fractional shares of capital stock pursuant to the reverse stock split will be a taxable transaction for U.S. federal income tax purposes. A holder who receives cash in exchange for a fractional share will generally recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received and the holder’s adjusted tax basis in the fractional share exchanged.

Information Reporting and Backup Withholding

Cash payments received by a U.S. holder of Company capital stock pursuant to the reverse stock split are subject to information reporting, and may be subject to backup withholding at the applicable rate specified by the Company. ProxiesU.S. Internal Revenue Service (currently 24%) if the holder fails to provide a valid taxpayer identification number and comply with certain certification procedures or otherwise establish an exemption from backup

withholding. Backup withholding is not an additional United States Federal income tax. Rather, the U.S. Federal income tax liability of the person subject to backup withholding will conferbe reduced by the amount of the tax withheld. If backup withholding results in an overpayment of medices, a refund may be obtained provided that the required information is timely furnished to the IRS.

Vote Required to Approve the Amendment to our Certificate of Incorporation

Approval of the amendment to our Certificate of Incorporation requires the affirmative vote of a majority of the common stock outstanding and entitled to vote at the Special Meeting. Abstentions will have the same effect as votes against this proposal. Because brokers have discretionary authority to vote on this proposal, we do not expect any untimely proposals or nominations.brokernon-votes in connection with this proposal.

IMPORTANT NOTICE REGARDING Recommendation

THE AVAILABILITYBOARD OF PROXY MATERIALS FORDIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 1.

PROPOSAL 2

APPROVAL OF AN ADJOURNMENT OF THE SPECIAL MEETING

2018 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 8, 2018

Copies of this Proxy Statement and the Company’s 2017 Annual Report toOur stockholders are also available online at www.astproxyportal.com/ast/19556

PROPOSAL 1:

ELECTION OF DIRECTORS

Our board of directors currently consists of eight directors. The authorized number of directors is determined from timebeing asked to time by the board of directors, provided that our board must consist of at least one member. As partconsider and vote upon an adjournment of the Nominating and Corporate Governance Committee’s annual review of the composition of our board, the committee determined that it would be in the best interest of the CompanySpecial Meeting, if necessary, to reduce the number of board members to seven. As a result, our board approved a reduction in its size from eight to seven directors, effective immediately after the Annual Meeting. The Nominating and Corporate Governance Committee has recommended, and the board of directors (including a majority of the independent directors on the board) has nominated, seven individuals as director nominees for the Annual Meeting. These director nominees are: Steven C. Gilman, Sol J. Barer, Isaac Blech, David N. Low, Jr., Michael J. Otto, Roger J. Pomerantz and Cary W. Sucoff. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.

The board of directors has determined that each of Dr. Barer, Mr. Blech, Mr. Low, Dr. Otto, Dr. Pomerantz, and Mr. Sucoff is an “independent director” as defined by the applicable listing standards of The Nasdaq Stock Market, LLC (”Nasdaq”). The board of directors has determined that Dr. Gilman issolicit additional proxies if there are not an “independent director” as defined by the applicable listing standards of Nasdaq as he serves as our Chief Executive Officer. If elected at the Annual Meeting, each director will hold office until the Company’s annual meeting of stockholders in 2019 and until his respective successor is duly elected and qualified.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as directors the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. If any nominee should become unable to serve or for good cause will not serve as a directorsufficient votes at the time of the AnnualSpecial Meeting proxies will be voted for any substitute nominee designated by the board of directors, taking into account any recommendation by the Nominating and Corporate Governance Committee, to fill the vacancy, or the board of directors may elect to reduce its size. Each nominee has consented to being named in this Proxy Statement and to serve if elected.approve Proposal 1.

Director Biographical Information

Biographical information concerning eachApproval of the nominees for director asadjournment of the date of this Proxy Statement is set forth below:

Steven C. Gilman, Ph.D.Dr. Gilman has served as Chairman of our board of directors since May 2015. In March 2016, he was appointed Interim Chief Executive Officer of the Company and in July 2016 he was appointed Chief Executive Officer of the Company. Until 2015, he served as the Executive Vice President, Research & Development and Chief Scientific Officer at Cubist Pharmaceuticals, a biopharmaceutical company, until its acquisition by Merck & Co. Prior to joining Cubist in 2008, he served as Chairman of the Board of Directors and Chief Executive Officer of ActivBiotics, a privately held biopharmaceutical company. Previously,

he worked at Millennium Pharmaceuticals, Inc., where he held a number of senior leadership roles including Vice President and General Manager of the Inflammation franchise responsible for all aspects of the Inflammation business from early gene discovery to product commercialization. Prior to Millennium, he was Group Director at Pfizer Global Research and Development, where he was responsible for drug discovery of novel antibacterial agents as well as several other therapeutic areas. Dr. Gilman has also held scientific, business, and academic appointments at Wyeth, Cytogen Corporation, Temple Medical School, and Connecticut College. He currently serves on the board of directors of publicly traded companies Keryx Biopharmaceuticals, Inc., Momenta Pharmaceuticals, Inc., SCYNEXIS Inc., and Vericel Corporation. Dr. Gilman received his Ph.D. and M.S. degrees in microbiology from Pennsylvania State University, his post-doctoral training at Scripps Clinic and Research Foundation, and received a B.A. in microbiology from Miami University of Ohio. He has authored over 60 publications and is an inventor on 7 patents. We believe that Dr. Gilman’s significant scientific, executive and board leadership experience in the pharmaceutical and biotechnology industries qualifies him to serve as a member of our board of directors.

Roger J. Pomerantz, M.D., F.A.C.P.Dr. Pomerantz has served as a member of our board of directors since April 2014 and was appointed Vice Chairman in May 2014. Since 2014, Dr. Pomerantz has served as President and Chief Executive Officer of Seres Therapeutics, Inc., a biotechnology company. He has also served as Chairman of the board of directors of Seres since 2013. From 2011 to 2013, he was formerly Worldwide Head of Licensing & Acquisitions, Senior Vice President at Merck & Co., Inc. where he oversaw all licensing and acquisitions at Merck Research Laboratories. Previously, he served as Senior Vice President and Global Franchise Head of Infectious Diseases at Merck. Prior to joining Merck, Dr. Pomerantz was Global Head of Infectious Diseases for Johnson & Johnson Pharmaceuticals. He joined Johnson & Johnson in 2005 as President of Tibotec Pharmaceuticals, Inc. Dr. Pomerantz received his B.A. in Biochemistry at the Johns Hopkins University and his M.D. at the Johns Hopkins School of Medicine. He received post-graduate training at the Massachusetts General Hospital, Harvard Medical School and M.I.T. Dr. Pomerantz is Board Certified in both Internal Medicine and Infectious Diseases. He was Professor of Medicine, Biochemistry and Molecular Pharmacology, Chief of Infectious Diseases, and the Founding Director and Chair of the Institute for Human Virology and Biodefense at the Thomas Jefferson University and Medical School. He has developed nine drugs approved world-wide in important diseases, including HIV, HCV, and tuberculosis. We believe that Dr. Pomerantz’s significant scientific, executive and board leadership experience in drug development and in the pharmaceutical industry qualifies him to serve as a member of our board of directors.

Sol J. Barer, Ph.D. Dr. Barer has served as a member of our board of directors since April 2011. Dr. Barer served as our Chairman of the board of directors from February 2012 to May 2015. He was appointed Lead Independent Director in May 2015. Dr. Barer spent most of his professional career with the Celgene Corporation. He was Chairman from January 2011 until June 2011, Executive Chairman from June 2010 until January 2011 and Chairman and Chief Executive Officer from May 2006 until June 2010. Dr. Barer was the founder of the biotechnology group at the Celanese Research Company which was subsequently spun out to form Celgene. Dr. Barer serves as Chairman of the board of directors of the public companies Edge Therapeutics, Aevi Genomic Medicine, and Teva Pharmaceutical Industries and the private company Centrexion. He is an advisor to biotechnology/medical companies, the Israel Biotech Fund and not for profit organizations. In 2011, Dr. Barer was Chairman of the University of Medicine and Dentistry of New Jersey Governor’s Advisory Committee which resulted in sweeping changes in the structure of New Jersey’s medical schools and public research universities. He previously served as a Commissioner of the NJ Commission on Science and Technology. He was a member of the Board of Trustees of Rutgers University and served two terms as Chair of the Board of Trustees of BioNJ, the New Jersey biotechnology organization. We believe that Dr. Barer’s significant scientific, executive and board leadership experience in the pharmaceutical and biotechnology industries qualifies him to serve as a member of our board of directors.

Isaac Blech. Mr. Blech has served as a member of our board of directors since August 2010. Mr. Blech’s current roles at public companies are Director of Cerecor, Inc., Director of Aevi Genomic Medicine, Inc., and Vice Chairman of Edge Therapeutics, Inc., InspireMD, SpendSmart Networks, Inc., and root9B Technologies.

He is also Vice Chairman of Centrexion Corporation, Regenovation, Inc., X4 Pharmaceuticals, Sapience Therapeutics, Aridis Pharmaceuticals, WaveGuide Corporation, Alveo Health, and X-VAX Technology, Inc., which are all private companies. Over the past 35 years, Mr. Blech has helped found some of the world’s leading biotechnology companies, including Celgene Corporation, ICOS Corporation, Pathogenesis Corporation, Nova Pharmaceutical Corporation and Genetic Systems Corporation. These companies are responsible for major advances in oncology, infectious disease and cystic fibrosis. Mr. Blech earned a B.A. degree from Baruch College in 1975. We believe that Mr. Blech’s broad experience as a founder, director and major investor in numerous biotechnology companies qualifies him to serve as a member of our board of directors.

David N. Low, Jr.Mr. Low has served as a member of our board of directors since April 2014. Mr. Low has worked as an investment banker since 1987, with broad investment and advisory experience in the life sciences, biotechnology and medical technology sectors. Since June 2017, Mr. Low has served as a partner at MTS Healthpartners, a healthcare investment banking boutique. From 2002 to 2015, Mr. Low was a member of Lazard’s Life Sciences Group as a Managing Director and Senior Advisor. Mr. Low has advised on major M&A transactions in the life sciences, biotechnology and medical technology sectors, and has worked with private and public companies to raise capital, including emerging growth companies. Prior to joining Lazard, Mr. Low was a Managing Director at JP Morgan Chase & Co. and a Senior Vice President at Lehman Brothers. Mr. Low serves on the board of directors of the We Teach Science Foundation (as Chairman), the Philharmonia Baroque Orchestra, and the French International School. Mr. Low holds an A.B. from Harvard College, where he graduated cum laude, an M.A. from the Johns Hopkins University School of Advanced International Studies and an M.B.A. from Yale University. We believe that Mr. Low’s significant investment and financial advisory experience qualifies him to serve as a member of our board of directors.

Michael J. Otto, Ph.D. Dr. Otto has served as a member of our board of directors since April 2014. Dr. Otto served as Chief Scientific Officer of Pharmasset from October 1999 until February 2012, when the company was acquired by Gilead Sciences. He led the research team responsible for the discovery of sofosbuvir for the treatment of HCV infections. In previous capacities he has served as Associate Director ofAnti-Infectives Clinical Research at Rhône-Poulenc Rorer, Vice President for Research and Development at Avid Therapeutics, Inc., Research Manager at DuPont Pharmaceuticals and Dupont Merck Pharmaceuticals and as Group Leader in the Virology Dept. at Sterling Drug in Rensselaer, NY. Prior to joining Sterling Drug, Dr. Otto was Research Assistant Professor at Yale University School of Medicine, Dept. of Pharmacology. Dr. Otto also served as the US editor for Antiviral Chemistry & Chemotherapy from 1989 until 2012. Dr. Otto holds a B.S. degree from Loyola University of Chicago and a Ph.D. degree in medical microbiology from The Medical College of Wisconsin. He is the author or coauthor of over 100 research papers and book chapters and named inventor on several patents and patent applications. We believe that Dr. Otto’s substantial scientific and executive leadership experience in the pharmaceutical industry qualifies him to serve as a member of our board of directors.

Cary W. Sucoff.Mr. Sucoff has served on our board of directors since May 2010. Mr. Sucoff has more than 30 years of securities industry experience encompassing supervisory, banking and sales responsibilities. He has participated in the financing of more than 100 public and private biotech companies. Since 2011, Mr. Sucoff has owned and operated Equity Source Partners LLC, an advisory and consulting firm. In addition to ContraFect, Mr. Sucoff currently serves on the board of directors of root9B Technologies, Legacy Education Alliance, Inc. Greenwood Hall, Inc. and First Wave Technologies, Inc. In addition, Mr. Sucoff currently serves as a consultant to Sapience Therapeutics and Galimedix Pharmaceuticals Inc. Mr. Sucoff is the past President of New England Law/Boston, has been a member of the Board of Trustees for over 25 years and is the current Chairman of the Endowment Committee. Mr. Sucoff received a B.A. from SUNY Binghamton in 1974 and a J.D. from New England School of Law in 1977, where he was managing editor of the Law Review and graduated magna cum laude. He has been a member of the Bar of the State of New York since 1978. We believe that Mr. Sucoff’s broad financial and legal experience qualifies him to serve as a member of our board of directors.

Required Vote

The election of each of the above director nomineesSpecial Meeting requires the approval of a plurality of the votes cast in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. This means that the seven nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

The board of directors unanimously recommends a vote “FOR’’ the election of the above director nominees.

CORPORATE GOVERNANCE

Director Independence

Except as may otherwise be permitted by the applicable listing standards of Nasdaq, a majority of the members of the board of directors shall be independent directors. The board of directors has determined that Dr. Barer, Mr. Blech, Mr. Low, Dr. Otto, Dr. Pomerantz and Mr. Sucoff qualify as independent directors under the applicable listing standards of Nasdaq. The board of directors has also determined that each director who currently serves on the Audit Committee is independent under the applicable listing standards of Nasdaq and Rule 10A-3 under the Exchange Act, and that each director who currently serves on the Compensation Committee meets Nasdaq’s heightened standard of independence applicable to compensation committee members, and that each director who currently serves on the Nominating and Corporate Governance Committee is independent under the applicable listing standards of Nasdaq. The board of directors has determined that Dr. Gilman is not independent under the applicable Nasdaq listing standards as he serves as our Chief Executive Officer, and that Ms. Ricciardi is not an “independent director” as defined by the applicable listing standards of Nasdaq, as she was employed by the Company in 2017.

Director Nominations

The board of directors nominates directors for election at each annual meeting of stockholders and elects new directors to fill vacancies when they arise. Except where the Company is legally required by contract, by-law or otherwise to provide third parties with the right to nominate directors, the Nominating and Corporate Governance Committee is responsible for the identification of individuals qualified to become directors and the recommendation of nominees for election to the board of directors. In making such recommendations, the Nominating and Corporate Governance Committee considers candidates proposed by stockholders of the Company, and reviews and evaluates information available to it regarding such candidates according to the same criteria and processes as it does in considering other candidates.

The Nominating and Corporate Governance Committee believes that the backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities that will assist the board of directors in fulfilling its responsibilities. The value of diversity is taken into consideration by the Nominating and Corporate Governance Committee when considering director nominees. In furtherance of that objective, the Nominating and Corporate Governance Committee has a number of criteria in the evaluation of director nominees. Director nominees should have a reputation for integrity, honesty and adherence to high ethical standards. The Nominating and Corporate Governance Committee believes that director nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company. Additionally, director nominees should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the board of directors and its committees. Furthermore, director nominees should have the interest and ability to understand the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders. Director nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director. The Nominating and Corporate Governance Committee does not assign specific weight to particular criteria, nor has it adopted a particular policy.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o Corporate Secretary, 28 Wells Avenue, Third Floor, Yonkers, New York 10701.

Board Leadership Structure and Risk Oversight

Our Amended and Restated Bylaws and Corporate Governance Guidelines provide our board of directors with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. Our Corporate Governance Guidelines further provide that the Nominating and Corporate Governance Committee will periodically assess the board of directors’ leadership structure, including whether the positions of Chairman of the Board and Chief Executive Officer should be separate. As a result of the appointment of our Chairman of the Board, Steven C. Gilman, as Chief Executive Officer in March 2016, we combined these leadership positions. Sol Barer serves as our Lead Independent Director. In this role, Dr. Barer assists the Chairman of the Board with his leadership and oversight responsibilities and acts as the liaison between the independent directors and the Chief Executive Officer and Chairman of the Board.

Both the full board of directors and its committees oversee the various risks faced by the Company. Management is responsible for the day-to-day management of the Company’s risks and provides periodic reports to the board of directors and its committees relating to those risks and risk-mitigation efforts. The board of directors’ oversight of risk is conducted primarily through the standing committees of the board of directors, the members of which are all independent directors, with the Audit Committee taking a lead role on oversight of financial risks and in interfacing with management on significant risks or exposures, including cybersecurity risks, and assessing the steps management has taken to minimize such risks. The Audit Committee also is charged with, among other tasks, oversight of management on the Company’s guidelines and policies to govern the process by which the Company’s exposure to risk is handled. Members of the Company’s management, including our principal financial officer, periodically report to the Audit Committee regarding risks overseen by the Audit Committee, including quarterly with respect to the Company’s internal controls over financial reporting. The Compensation Committee, in consultation with management, has reviewed the design and operation of the Company’s compensation arrangements and evaluated the relationship between the Company’s risk management policies and practices and these arrangements. As a result of this review, the Compensation Committee has determined that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Our board of directors does not believe that its role in the oversight of our risks affects the board’s leadership structure.

Attendance at Board of Directors, Committee and Annual Stockholder Meetings

Directors are responsible for attending board of directors meetings, meetings of committees on which they serve and the annual meetings of the stockholders, and devoting the time needed, and meeting as frequently as necessary, to discharge their responsibilities properly. During the fiscal year ended December 31, 2017, our board of directors held eight (8) meetings, eight (8) Audit Committee meetings, five (5) Compensation Committee meetings, one (1) Nominating and Corporate Governance Committee meeting and four (4) Science and Technology Committee meetings. Our independent directors also had regularly scheduled executive sessions. All directors attended at least 75% of the board of directors meetings and committee meetings that were held during that period during which he or she was a director of the Company and in which he or she was a member of such committees except for Dr. Barer. Seven of the eight directors then serving attended the Company’s 2017 annual meeting of stockholders.

Committees of the Board of Directors

Our board of directors has established four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Science and Technology Committee. The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee operate pursuant to written charters that are available on the Corporate Governance page of our website athttp://ir.contrafect.com/governance-docs. The current membership of each committee is listed below.

Audit Committee

Our board of directors has determined that Mr. Low qualifies as an Audit Committee financial expert within the meaning of SEC regulations based on his formal education and the nature and scope of his previous experience. Our board of directors has determined that all current Audit Committee members meet the heightened independence criteria of Rule 10A-3 of the Securities Exchange Act of 1934 applicable to Audit Committee members. Our Audit Committee assists our board of directors in its oversight of our accounting and financial reporting process and the audits of our financial statements. Our Audit Committee’s responsibilities include:

Our Audit Committee had eight (8) meetings in 2017. During 2017, senior members of our financial and legal management participated in each of the Audit Committee’s regularly scheduled meetings. The Audit Committee discussed with the independent auditor the overall scope and plans for its audit.

Compensation Committee

All of the members of the Compensation Committee are independent directors, including after giving consideration to the factors specified in the Nasdaq listing rules for compensation committee independence. The Compensation Committee held five (5) meetings in 2017. Our Compensation Committee assists our board of directors in the discharge of its responsibilities relating to the compensation of our executive officers. The Compensation Committee’s responsibilities include:

Officer and our other executive officers;

Subject to the terms of our compensation plans, the Compensation Committee has discretion to determine the amount, form, structure and implementation of compensation payable to our executive officers, including, where appropriate, discretion to increase or decrease awards or to award compensation absent the attainment of performance goals and to award discretionary cash compensation outside of the parameters of our compensation plans. In exercising such discretion, the Compensation Committee consults with our management and may engage an independent compensation consultant from time to time. Our Chief Executive Officer annually reviews the performance of each of the other executive officers relative to individual and corporate annual performance goals established for the year. The Chief Executive Officer then presents his or her compensation recommendations based on these reviews to the Compensation Committee. To the extent permitted by and consistent with applicable law and the provisions of a given equity-based plan, the Compensation Committee may delegate to one or more subcommittees or executive officers of the Company the power to grant options or other stock awards pursuant to such equity-based plan to employees of the Company or any subsidiary of the Company who are not directors or executive officers of the Company.

Role of Compensation Consultants

The Compensation Committee uses the services of external compensation consultants to obtain relevant information on compensation practices and trends within the peer group and among the broader market.

Beginning in 2015, and as it related to the process for developing executive and director compensation for 2016,2017 and 2018, the Compensation Committee engaged Radford Surveys (“Radford”), a division of Aon Corporation, as its compensation consultant. Radford was engaged by, and reported directly to, the Compensation Committee. Management did not participate in the selection process for the Compensation Committee’s compensation consultant. The Compensation Committee is not aware of any conflict of interest on the part of Radford or any factor that would otherwise impair the independence of Radford relating to the services it performed for the Compensation Committee. Radford does not perform any other services for the Company.

In its advisory role, Radford assisted the Compensation Committee in the design and implementation of our executive and director compensation programs. This included advising the Compensation Committee with respect to the competitiveness of our executive and director compensation program in comparison to industry practices, and the identification of any trends in executive and director compensation in our peer group. The Compensation Committee considered the market comparison data and peer group data in making compensation decisions. Radford also assisted the Compensation Committee in selecting the key elements to include in its compensation program and the establishment of performance targets.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee had one (1) meeting in 2017. All of the members of the Nominating and Corporate Governance Committee are independent within the meaning of the Nasdaq listing rules. The Nominating and Corporate Governance Committee’s responsibilities include:

Science and Technology Committee

The Science and Technology Committee meets periodically to discuss scientific and technological developments that may affect our business. The Science and Technology Committee held four (4) meetings in 2017.

Code of Ethics

Our board of directors has adopted a Code of Ethics and Business Conduct applicable to all officers, directors and employees, which is available on our website at http://ir.contrafect.com/governance-docs. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Ethics and Business Conduct, as well as Nasdaq’s requirement to disclose waivers with respect to directors and executive officers, by posting such information on our website at the address specified above.

PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the board of directors has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

Ernst & Young LLP has audited our financial statements since April 16, 2013. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to questions. Although stockholder ratification of our appointment of our independent registered public accounting firm is not required by our bylaws or otherwise, we are submitting the appointment of Ernst & Young LLP to our stockholders for ratification to permit stockholders to participate in this important corporate decision. If ratification is not obtained, the Audit Committee will consider this fact when it appoints the independent auditor for 2019, but will not be required to appoint a different independent auditor. Even if the appointment of Ernst & Young LLP is ratified, the Audit Committee retains the discretion to appoint a different independent auditor at any time if it determines that such a change is in the interests of the Company.

Principal Accountant Fees and Services

The following table presents aggregate fees billed to us for services rendered by Ernst & Young LLP during the years ended December 31, 2017 and 2016.

Preapproval Policies and Procedures

It is our policy that the Audit Committee shall preapprove all audit services to be provided to the Company, whether provided by the principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to the Company by the independent auditor;provided, however, that de minimis non-audit services may instead be approved in accordance with applicable SEC rules. The Audit Committee may form one or more subcommittees, as it deems appropriate from time to time under the circumstances (including a subcommittee consisting of a single member), to make any preapproval decisions relating to audit, review, attest or non-audit services, provided that such decisions shall be presented to the full Audit Committee at its next scheduled meeting. During 2017, the Audit Committeepre-approved all audit and non-audit services in accordance with this policy.

Required Vote

Ratification of Ernst & Young as our independent registered public accounting firm will require 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 atnegatively. Abstentions will have no effect on the Annual Meeting and entitledoutcome of Proposal 2. Because brokers have discretionary authority to vote on the matter.this proposal, we do not expect any brokernon-votes in connection with this proposal.

The board of directors recommends a voteTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.PROPOSAL 2.

EXECUTIVE OFFICER BIOGRAPHIES

Biographical information concerning each of our executive officers is set forth below.

Natalie Bogdanos, J.D.Ms. Bogdanos, age 49, has served as our General Counsel and Corporate Secretary since August of 2014, and served as a member of the Interim Office of the Chief Executive Officer from March 2017 to June 2017. She has over 19 years of experience in the legal field, almost 13 of which include serving as a chief legal officer of a publicly traded biotechnology company. Prior to joining ContraFect in 2014, Ms. Bogdanos served as Associate General Counsel at Memorial Sloan-Kettering Cancer Center (“MSKCC”), a cancer treatment and research institution, where she held a joint appointment with the Office of the General Counsel and the Office of Technology Development (“OTD”). At MSKCC, she provided legal counsel and guidance to various departments throughout the institution while having sole responsibility for the legal oversight of the OTD. She led the contracts group, managed the institution’s patent portfolio, provided regulatory guidance and compliance, and advised on litigation strategy. Prior to MSKCC, she was General Counsel at Enzo Biochem, Inc. (“Enzo”), a publicly traded international biotechnology and life science company, from 2003 to 2012. At Enzo, she was responsible for leading the legal department, handling contracts and complex business development agreements, ensuring SEC and regulatory compliance, overseeing litigation and managing Enzo’s portfolio of 500+ patents and patent applications. Previously, Ms. Bogdanos was an associate at Amster, Rothstein & Ebenstein from 1999 to 2003 where her practice focused on patent litigation and patent prosecution. Ms. Bogdanos has also served as a legal consultant to pharmaceutical companies and was a faculty member at the Practising Law Institute. Prior to attending law school, she was a research technician at the Public Health Research Institute where her work focused onStaphylococcus aureus. Ms. Bogdanos is an attorney licensed to practice before the United States Patent and Trademark Office. She is admitted to practice law in New York, the United States District Court, Southern and Eastern District of New York and the United States Court of Appeals for the Federal Circuit. Ms. Bogdanos received her J.D. from New York Law School and her Bachelor of Arts in Biology, with honors, from Queens College of the City University of New York.

Cara Cassino, M.D.Dr. Cassino, age 56, has served as our Chief Medical Officer since September 2015, also as Executive Vice President of Research and Development since October, 2015, and served as a member of the Interim Office of the Chief Executive Officer from March 2017 to June 2017. Dr. Cassino has over 20 years of experience as a clinician and executive in healthcare, including over 15 years of experience in pharmaceutical product development with over 20 successful regulatory submissions in the United States and globally. Prior to joining ContraFect in 2015, Dr. Cassino served as an independent consultant to various pharmaceutical and biotechnology companies, including Scynexis. Prior to that, she served as Senior Vice President at Forest Laboratories, Inc., a biopharmaceutical company (acquired by Actavis plc, now Allergan plc), where she oversaw Global Clinical Development from 2013 to 2014. While at Forest, she was responsible forpre- and post-marketing clinical activities for a portfolio of 35 compounds, and also clinical due diligence for M&A activity, including the $2.9 billion acquisition of Aptalis Pharma and the $1.1 billion acquisition of Furiex Pharmaceuticals. From 2008 to 2013, Dr. Cassino held a number of senior positions at Pfizer, including Global Medical Team Leader of Pfizer’s antibacterial franchise which included Zyvox (linezolid) and Medicines Development Group VP for Pulmonary Vascular Disease and Rare Diseases. Prior to joining Pfizer, Dr. Cassino also served as Executive Medical Director for the late stage U.S. respiratory franchise atBoehringer-Ingelheim Pharmaceuticals, Inc. and was a member of the academic faculty of the Division of Pulmonary and Critical Care Medicine at New York University (NYU) School of Medicine for eight years prior to joining industry. Dr. Cassino received her B.A., summa cum laude, in Chemistry and Fine Arts from NYU where she was elected Phi Beta Kappa, followed by an M.D. from NYU School of Medicine. She completed her internship and residency in Internal Medicine at NYU/Bellevue Hospital and a fellowship in Pulmonary/Critical Care Medicine at NYU and Mount Sinai Medical Centers. Dr. Cassino is Board Certified in both internal medicine and pulmonary medicine.

Michael Messinger, CPA. Mr. Messinger, age 43, currently serves as our Senior Vice President, Finance. He has more than 17 years of experience in finance, accounting and forecasting for clinical development. Prior to

joining ContraFect in November 2012 as our Vice President, Finance, he served as Director of Finance at Lexicon Pharmaceuticals, Inc. (“Lexicon”) for eight years and also held the position of Controller for three years. Prior to working at Lexicon, Mr. Messinger served as Controller of Coelacanth Corporation (which was acquired by Lexicon) for two years. While at Lexicon, Mr. Messinger was responsible for the financial management of Lexicon’s partnership with Symphony Capital, LLC, in addition to coordinating fiscal and program management concerning Lexicon’s development programs. Mr. Messinger received his B.B.A. degree in accounting from the University of Michigan. He started his career as an auditor at Ernst & Young LLP.

Josh Muntner. Mr. Muntner, age 49, has served as the Senior Vice President of Business Development since 2015, and served as a member of the Interim Office of the Chief Executive Officer from March 2017 to June 2017. Mr. Muntner has more than 15 years of transaction experience assisting life sciences companies with financing and M&A advisory transactions. Prior to joining ContraFect, he served as Managing Director and Co-Head of Healthcare Investment Banking at Janney Montgomery Scott, a financial services firm from 2012 to 2015. Mr. Muntner was also a Managing Director at ThinkEquity, an investment bank from 2009 to 2012. Previously, Mr. Muntner spent nine years at Oppenheimer & Co. and its U.S. predecessor, CIBC World Markets, in positions of increasing responsibility. Mr. Muntner also served as an investment banker at Prudential Securities. Mr. Muntner received his B.F.A. degree from Carnegie Mellon and his M.B.A. degree from The Anderson School at UCLA.

Nancy Dong. Ms. Dong, age 52, currently serves as our Vice President, Finance and Administration. She has more than 21 years of experience in accounting, strategic planning, budgeting and forecasting, organizational development, financial systems and controls and human resources. Prior to joining ContraFect in 2010 as Vice President, Controller, she served as controller at XL Marketing, a direct marketing firm, from 2009 to 2010 and at Alley Corp, a company that provides strategic advice to companies within its network, from 2007 to 2009. She also served as Vice President of Finance and Administration at DCM, atele-services firm supporting the performing arts, from 2002 to 2007. Ms. Dong also held the positions of COO and CFO at Semaphore, a project management software development firm. Ms. Dong received her B.A. degree from Yale University and a MPPM degree from The Wharton School at the University of Pennsylvania. She started her career as a management consultant at Ernst & Young LLP.

EXECUTIVE COMPENSATION

We have elected to provide compensation disclosure pursuant to the reduced disclosure requirements applicable to emerging growth companies, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

Our executive compensation program, consisting of a three-part compensation strategy that includes base salary, annualperformance- 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 andshort-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 2017 set forth in this proxy statement (the “Named Executive Officers”) are:

2017 Summary Compensation Table

We are an emerging growth company and have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined under the Securities Exchange Act of 1934. The table below sets forth the annual compensation earned during fiscal years 2017 and 2016 by our Named Executive Officers.

Name and Principal Position						Salary ($)				Bonus ($) (1)				Non-Equity Incentive Plan Awards ($) (2)				Option Awards ($) (3)				All Other Compensation (4)				Total ($)
Natalie Bogdanos, J.D. General Counsel and Corporate Secretary			2017 2016			$ $	367,250 350,000			$ $	70,000 —			$ $	155,567 106,100			$ $	156,649 111,735			$ $	21,911 20,204			$ $	771,377 588,039
Michael Messinger			2017			$	315,150			$	—			$	88,439			$	168,698			$	43,259			$	615,546
Senior Vice President, Finance
Josh Muntner			2017			$	307,500			$	25,000			$	122,693			$	96,399			$	43,034			$	594,635
Senior Vice President, Business Development
Nancy Dong			2017			$	252,800			$	5,000			$	82,413			$	96,399			$	45,635			$	482,247
Vice President, Finance and Administration

Outstanding Equity Awards at 2017 FiscalYear-End

The following table sets forth information regarding outstanding stock options held by our Named Executive Officers as of December 31, 2017.

		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
Natalie Bogdanos, J.D.			21,428				—			$	4.05				8/18/2024
General Counsel and Corporate Secretary			16,764				5,586	(6)		$	4.61				2/6/2025
			25,000				25,000	(4)		$	3.29				2/7/2026
			32,500				97,500	(2)		$	1.75				2/1/2027
Michael Messinger			21,428				—			$	3.50				2/26/2023
Senior Vice President, Finance			2,142				—			$	3.50				2/26/2023
			18,571				—			$	4.27				4/28/2024
			28,000				—			$	2.91				10/28/2024
			26,250				8,750	(6)		$	4.61				2/6/2025
			20,000				20,000	(4)		$	3.29				2/7/2026
			35,000				105,000	(2)		$	1.75				2/1/2027
Josh Muntner			28,215				21,875	(7)		$	4.08				11/2/2025
Senior Vice President, Business Development			7,000				7,000	(4)		$	3.29				2/7/2026
			20,000				60,000	(2)		$	1.75				2/1/2027
Nancy Dong			15,714				—			$	3.50				7/18/2020
Vice President, Finance and Administration			7,142				—			$	3.50				3/29/2021
			8,571				—			$	3.50				8/21/2021
			1,298				—			$	3.50				8/21/2021
			4,285				—			$	3.50				2/26/2023
			4,842				—			$	3.50				2/26/2023
			10,714				—			$	4.27				4/28/2024
			19,875				6,625	(6)		$	4.61				2/6/2025
			11,000				11,000	(4)		$	3.29				2/7/2026
			20,000				60,000	(2)		$	1.75				2/1/2027

Employment Arrangements

Steven C. Gilman

We entered into a letter agreement with Dr. Gilman effective March 21, 2016 (the “March Agreement”) pursuant to which Dr. Gilman agreed to serve as our Interim Chief Executive Officer until the earlier of the date a permanent Chief Executive Officer commenced employment with us and September 21, 2016. The letter agreement provided that Dr. Gilman would receive base salary payments at the annualized rate of $525,000 and a cash bonus in the amount of $131,250 within 60 days after the earlier of the date a permanent Chief Executive Officer commenced employment with us and September 21, 2016. Additionally, effective March 21, 2016, Dr. Gilman was granted an option under our 2014 Omnibus Incentive Plan to purchase 75,000 shares of our common stock with a per share exercise price equal to $3.63. The option vested upon Dr. Gilman’s appointment as our permanent Chief Executive Officer.

On July 21, 2016, our board of directors appointed Dr. Gilman as our permanent Chief Executive Officer. Dr. Gilman served as our Chief Executive Officer under the terms of the March Agreement until the March Agreement expired on September 21, 2016. Beginning on September 21, 2016, Dr. Gilman served as our President and Chief Executive Officer under the terms of a letter agreement that he entered into with us on July 21, 2016 (the “July Agreement”). The July Agreement expires on July 1, 2018, unless earlier terminated by the parties in accordance with its terms, and entitles Dr. Gilman to continue receiving base salary payments at the annualized rate of $525,000 as well as the opportunity to earn an annual performance-based bonus targeted at 75% of his base salary, with the ability to earn a bonus of up to 125% of his base salary for exceeding targeted performance.

Dr. Gilman has also agreed to serve as Chairman of our board of directors, without additional compensation, for any period during the term of the July Agreement that he is elected to serve as a Board member, and we have agreed to nominate Dr. Gilman for reelection to our board of directors by our stockholders upon any expiration of the term of Dr. Gilman’s board service that occurs during the term of the July Agreement. In addition, during the period commencing on September 21, 2016 and ending on December 31, 2018 (regardless of Dr. Gilman’s continued employment), we have agreed to offer Dr. Gilman and his eligible spouse and dependents medical, dental and vision insurance coverage at substantially the same benefit levels as provided from time to time to active executive officers of ours and to pay the full premiums for such coverage. Dr. Gilman is subject to non-competition and employee non-solicitation covenants during the term of the July Agreement and thereafter through December 31, 2018.

If, during the term of the July Agreement, we terminate Dr. Gilman’s employment without “cause” or Dr. Gilman resigns his employment for “good reason” (as these terms are defined in the July Agreement), subject to Dr. Gilman signing and not revoking a general release of claims, Dr. Gilman will be entitled to receive a lump-sum payment in an amount equal to $300,000 (or, if the employment termination occurs on or within 12 months following a change in control, 150% of his then-current base salary) and accelerated vesting of all of his unvested stock options that are subject solely to service-based vesting conditions. Additionally, upon termination of Dr. Gilman’s employment for any reason during the term of the July Agreement, any vested stock options held by Dr. Gilman as of the employment termination date will generally remain exercisable for two years. Dr. Gilman’s right to receive severance payments and benefits is conditioned upon his timely executing a general release of claims.

On March 16, 2017, Dr. Gilman began a leave of absence from active employment with us for medical reasons. As disclosed in the Form8-K dated June 1, 2017, Dr. Gilman ended his leave of absence and resumed his position as Chief Executive Officer of the Company, effective June 1, 2017. While Dr. Gilman was on a leave of absence, he was excused from performing his duties as the Chief Executive Officer of the Company, but was expected to continue performing his duties as the chairman of our board of directors, and received a base salary during the leave period equal to 50% of Dr. Gilman’s base salary immediately prior to the commencement of his leave of absence.

During Dr. Gilman’s leave of absence, Dr. Cassino, Ms. Bogdanos, and Mr. Muntner collectively served in the Interim Office of the Chief Executive Officer.

Cara M. Cassino

On August 24, 2015, we entered into an offer letter agreement with Dr. Cassino, our Chief Medical Officer, and amended the agreement on August 22, 2016 and again on March 15, 2017 (together, the “Cassino Offer Letter”). Effective October 1, 2016, Dr. Cassino’s annual base salary was increased from $395,000 to $445,000 and her target annual performance bonus was increased from 40% to 45% of her base salary. During 2017, Dr. Cassino was paid an annual base salary of $456,125. Effective January 1, 2018, Dr. Cassino’s annual base salary was increased to $469,809. Pursuant to the Cassino Offer Letter, Dr. Cassino received an option under our 2014 Omnibus Incentive Plan to purchase 100,000 shares of our common stock, which are eligible to vest over four years beginning on January 1, 2016, with 6.25% of the shares underlying the option vesting at the end of each calendar quarter thereafter. The Cassino Offer Letter also entitles Dr. Cassino to receive a retention bonus of $150,000, payable shortly after the first patient is dosed in the CF-301 Phase 2 study. This bonus was paid on July 31, 2017.

The Cassino Offer Letter also entitles Dr. Cassino to the following severance payments and benefits upon her resignation for good reason or termination by us without cause: (i) an amount equal to the sum of 18 months of Dr. Cassino’s then-current base salary plus 150% of Dr. Cassino’s then-current target annual bonus, payable over 18 months following the date of termination, (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 any then-outstanding Company stock options granted prior to June 14, 2016, with the vested portion of such stock options remaining outstanding and exercisable until the date that is two (2) years following Dr. Cassino’s employment termination date, subject to the earlier final expiration dates of such options or treatment in accordance with their contractual terms in connection with certain corporate transaction.

Dr. Cassino’s right to receive severance payments and benefits is conditioned upon her timely executing a general release of claims.

Natalie Bogdanos

On June 26, 2014, we entered into an offer letter agreement with Natalie Bogdanos, our General Counsel and Corporate Secretary, and amended the agreement on November 2, 2015 (together, the “Bogdanos Offer Letter”). During 2017, Ms. Bogdanos was paid an annual base salary of $362,250 and was eligible to earn a target annual performance bonus in an amount equal to 30% of her base salary. Effective January 1, 2018, Ms. Bogdanos’s annual base salary was increased to $378,268.

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 bonus; and (iii) payment of the applicable premiums for coverage pursuant to COBRA for 12 months from the date of termination for Ms. Bogdanos and her dependents. 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 divert certain corporate opportunities and not to solicit certain of our employees for one year following the termination of her employment.

Josh Muntner

On August 6, 2015, we entered into an offer letter agreement with Joshua Muntner, our Senior Vice President of Business Development (as amended, the “Muntner Offer Letter”). During 2017, Mr. Muntner was paid an annual base salary of $307,500 and was eligible to earn a target annual performance bonus in an amount equal to 30% of his base salary. Effective January 1, 2018, Mr. Muntner’s annual base salary was increased to $316,725.

The Muntner Offer Letter entitles Mr. Muntner 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) payment of any earned but unpaid bonuses; and (iii) payment of the applicable premiums for coverage pursuant to COBRA for 12 months from the date of termination for Mr. Muntner and his dependents. In the event that Mr. Muntner 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. Muntner’s right to receive severance payments and benefits is conditioned upon his timely executing a general release of claims.

Michael Messinger

On November 5, 2012, we entered into an employment agreement with Michael Messinger, our Senior Vice President, Finance (as amended, the “Messinger Employment Agreement”). The Messinger Employment Agreement has a current term that will expire on November 5, 2018, and which will automatically renew for additional one year periods unless either Mr. Messinger or we give at least 90 days’ notice ofnon-renewal to the other party. During 2017, Mr. Messinger was paid an annual base salary of $315,150 and was eligible to earn a target annual performance bonus in an amount equal to at least 25% of his base salary. Effective January 1, 20182017, Mr. Messinger’s annual base salary was increased to $324,605

The Messinger Employment Agreement entitles Mr. Messinger to the following severance payments and benefits upon his termination by us without cause (including ournon-renewal of the Messinger Employment Agreement) or his resignation for good reason: (i) base salary continuation for 12 months following the date of termination; (ii) payment of any earned but unpaid bonuses; and (iii) payment of the applicable premiums for coverage pursuant to COBRA for 12 months from the date of termination for Mr. Messinger and his dependents. 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, not to divert certain corporate opportunities and not to solicit certain of our employees for one year following the termination of his employment.

On March 14, 2017, Mr. Messinger began a medical emergency leave of absence from active employment with us during which he was unable to perform the functions of principal financial officer and principal accounting officer. Dr. Gilman performed these functions until the commencement of Dr. Gilman’s medical leave on March 16, 2017, at which point the Interim Office of the Chief Executive Officer assumed those duties. On June 1, 2017, Dr. Gilman once again assumed those duties when he returned. Mr. Messinger returned from his leave on a part-time basis in June, 2017 and on November 7, 2017, he returned on a full-time basis and resumed the functions of principal financial officer and principal accounting officer.

Nancy Dong

On July 19, 2010, we entered into an employment agreement with Nancy Dong, our Vice President, Finance and Administration (as amended, the “Dong Employment Agreement”). The Dong Employment Agreement has a

current term that will expire on July 19, 2018, and which will automatically renew for additional one year periods. During 2017, Ms. Dong was paid an annual base salary of $252,800 and was eligible to earn a target annual performance bonus in an amount equal to 25% of her base salary. Effective January 1, 20182017, Ms. Dong’s annual base salary was increased to $260,890.

The Dong Employment Agreement entitles Ms. Dong to the following severance payments and benefits upon her termination by us without cause or her resignation for good reason: (i) base salary continuation and payment of any incentive bonuses for 18 months following the date of termination; and (ii) payment of the applicable premiums for coverage pursuant to COBRA for 18 months from the date of termination for Ms. Dong and her dependents.

Ms. Dong has agreed not to compete with us, not to divert certain corporate opportunities and not to solicit certain of our employees for one year following the termination of her employment.

2017Non-Equity Incentive Plan Awards

Each Named Executive Officer is eligible to receive an annual non-equity incentive plan award based on performance. This award is based on the achievement of individual performance goals and Company goals, determined by our Compensation Committee at the beginning of each year. Each Named Executive Officer has a target maximum annual award amount, expressed as a percentage of the Named Executive Officer’s base salary. In 2017, Dr. Gilman was eligible to receive a non-equity incentive plan award of up to 75% of his base salary, or $393,750. The amount of this award was based upon the level of achievement of pre-determined corporate goals comprising activities necessary to achieve certainpre-clinical, clinical, regulatory, research and financial milestones of the Company, and his performance as Chief Executive Officer of the Company. Dr. Cassino was eligible to receive a non-equity incentive plan award of up to 45% of her base salary, or $200,250. The amount of this award was based upon the level of achievement of pre-determined goals, comprising 70% corporate, and 30% individual. These performance-based goals included, but were not limited to, activities necessary to achieve certainpre-clinical, clinical, regulatory, research and financial milestones of the Company. Ms. Bogdanos was eligible to receive a non-equity incentive plan award of up to 30% of her base salary, or $105,000. The amount of this award was based upon the level of achievement of pre-determined goals, comprising 70% corporate, and 30% individual. These performance-based goals included, but were not limited to, activities necessary for the Company to achieve certainpre-clinical, clinical, regulatory, research and financial milestones, and activities required for the Company’s successful operation as a publicly traded company.

As soon as practical after the year is completed, our Compensation Committee reviews actual performance against the stated Company goals and individual goals and determines subjectively what it believes to be the appropriate level of the award, if any, for the Named Executive Officers.

In February 2018, our Compensation Committee reviewed the performance of the Company and of each individual executive against the 2018 Company and individual goals and objectives and elected to pay non-equity incentive plan awards to the Named Executive Officers. The cash amounts awarded to each Named Executive Officer for 2017 performance are set forth in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Awards.”

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.

We awarded stock options to our Named Executive Officers during 2017 in the following amounts:

These options were granted with exercise prices equal to the fair market of our common stock on the date of grant, as determined by our board of directors. Refer to the footnotes of our Outstanding Equity Awards at 2017 Fiscal Year-End table for 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 $18,000 for 2017, 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 adollar-for-dollar basis, an amount equal to 50% of employee contributions up to 3% of an employee’s salary.

2017 Director Compensation

Our non-employee directors are compensated on annual basis for their services on the board of directors as follows:

We generally grant stock options to our non-employee directors as soon as reasonably practical after the Annual Meeting as compensation for their service on our board of directors in the coming year. These stock options have an exercise price equal to the fair market value of our common stock on the date of grant and have a term of ten years from the date of grant, subject to the director’s continued service on our board of directors. The stock options vest as to 25% of the original number of shares underlying such options at the end of each calendar quarter following the date of grant.

The initial stock options granted to non-employee directors upon joining the board have an exercise price equal to fair market value on the date of grant and have a term of ten years from the date of grant, subject to the director’s continued service. The initial option grant vests 25% on the date of grant and 25% on each of the first three anniversaries of the date of grant.

Each member of our board of directors is also entitled to be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the board of directors and any committee on which he serves.

The following table sets forth in summary form information concerning the compensation that we paid or awarded during the year ended December 31, 2017 to each of our non-employee directors:

The following table shows the number of outstanding option awards held by each non-employee director as of December 31, 2017. None of our non-employee directors held unvested stock awards as of December 31, 2017.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Michael J. Otto, Ph.D., who serves as chairman, Isaac Blech and David N. Low, Jr.

During 2017, except for Lisa R. Ricciardi, who served as a Compensation Committee member from February 14, 2017 to October 5, 2017 and Chief Operating Officer from October 5, 2017 to December 31, 2017, none of the members of the Compensation Committee during the last fiscal year was or is an employee or officer of the Company. None of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our board of directors or Compensation Committee.

Equity Compensation Plan Information

OTHER MATTERS

We know of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, it is intended that proxies in the enclosed form will be voted in accordance with the judgment of the persons voting the proxies.

SECURITYSTOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of the Record Date as to the sharesbeneficial ownership of our common stock beneficially ownedas of December 26, 2019, or such earlier date as indicated below, by:

Ownership information is based upon information furnished by the respective individuals or entities, as the case may be. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. The percentage of common stock beneficially owned is based on 73,656,006153,320,667 shares outstanding as of the Record Date.December 26, 2019. Shares of our common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of the Record DateDecember 26, 2019 are considered outstanding and beneficially owned by the person holding the options or warrants for the purposes of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each person or entity identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by such person or entity. Except asUnless otherwise set forth below,provided, the address of the beneficial ownereach individual listed below is c/o ContraFect Corporation, 28 Wells Avenue, 3rd Floor, Yonkers, New York 10701.

*	Represents beneficial ownership of less than one percent of our outstanding common stock.

(1)

Based on a Schedule 13G filed with The address for Federated Investors, Inc. (“Federated”) is Federated Investors Tower, Pittsburgh, PA 15222. Consists of 30,500,000 shares of common stock. Federated also holds 4,000,000 shares of common stock underlying warrants that are exercisable as of December 26, 2019 or will become exercisable within 60 days after such date, if such exercise would not result in Federated holding greater than certain specified percentages of the SEC on August 17, 2017 by Shanghai Fosun Pharmaceutical (Group) Co., Ltd. and Fosun Industrial Co., Limited (the “Fosun Reporting Persons”).Company’s common stock outstanding.

(2)

The address for Jack W. Schuler is c/o Crabtree Partners, 100 W. Field Drive, Suite 360, Lake Forest, IL 60045. Consists of (a) 8,500,00011,993,439 shares of common stock and (b) 1,200,000 shares of common stock underlying warrants that are exercisable as of December 26, 2019 or will become exercisable within 60 days after such date.

(3)

Consists of (a) 7,453,857 shares of common stock and (b) 4,250,000 shares of common stock underlying warrants that are exercisable as of the Record DateDecember 26, 2019 or will become exercisable within 60 days after such date. Fosun Industrial Co., Limited is a wholly-owned subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. Each of the Fosun Reporting Persons has shared voting and dispositive power over all shares of common stock and warrants. The address for Shanghai Fosun Pharmaceutical (Group) Co., Ltd. is Building A, No. 1289 Yishan Road, Shanghai, China and for Fosun Industrial Co., Limited is Level 54 Hopewell Centre, 183 Queen’s Road East, Hong Kong.

(2)

Based on a Schedule 13G/A filed with the SEC on February 14, 2018 by Federated Investors, Inc., Voting Shares Irrevocable Trust, John F. Donahue, Rhodora J. Donahue and J. Christopher Donahue (collectively, the “Federated Reporting Persons”) and the Company’s records. Consists of (a) 6,000,000 shares of common stock and (b) 2,000,000 shares of common stock underlying warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date. All of the outstanding voting stock of Federated Investors, Inc. (“Federated”) is held in the Voting Shares Irrevocable Trust (the “Federated Trust”) for which John F. Donahue, Rhodora J. Donahue and J. Christopher Donahue act as trustees (collectively, the “Trustees”). The Trustees exercise collective voting control over Federated. Each of Federated and the Federated Trust have sole voting and investment power, and each of the Trustees have shared voting and investment power, over the shares. Federated, the Federated Trust, and each of the Trustees expressly disclaim beneficial ownership of such shares. The address for each of the Federated Reporting Persons is Federated Investors Tower, Pittsburgh, PA 15222.

(3)

Based on a Schedule 13G/A filed with the SEC on February 13, 2018 by Baker Bros. Advisors LP (“Baker Bros.”), Baker Bros. Advisors (GP) LLC ( “Baker Bros. GP”), Felix J. Baker and Julian C. Baker (collectively, the “Baker Reporting Persons”). Consists of (a) 7,381,006 shares of common stock and (b) 227,930 shares of common stock underlying warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date. Pursuant to the management agreements, as amended, among Baker Bros., the Baker Bros. Funds and their respective general partners, the Baker Bros. Funds’ respective general partners relinquished to Baker Bros. all discretion and authority with respect to the investment and voting power of the securities held by the Baker Bros. Funds, and thus Baker Bros. has complete and unlimited discretion and authority with respect to the Baker Bros. Funds’ investments and voting power over investments. Baker Bros. GP, Felix J. Baker and Julian C. Baker as principals of Baker Bros. GP, and Baker Bros. may be deemed to be beneficial owners of the shares directly held by the Baker Bros. Funds, and may be deemed to have sole power to vote or direct the vote of and the power to dispose or direct the disposition of such shares. Each of the Baker Reporting Persons disclaims beneficial ownership of the shares held by each of the Baker Bros. Funds. The address for each of the Baker Reporting Persons is 667 Madison Avenue, 21st Floor, New York, New York 10065.

(4)

Based solely on a Schedule 13G filed with the SEC on February 13, 2018December 16, 2019 by Adage Capital Partners, L.P.Pfizer Inc. (“Adage”), Adage Capital Partners GP, L.L.C. (“ACPGP”), Adage Capital Advisors, L.L.C. (“ACA”), Robert Atchinson and Phillip Gross (collectively, the “Adage Reporting Persons”Pfizer”). Pfizer has sole voting and dispositive power over the shares. The address for Pfizer is 235 E. 42nd Street, New York, NY 10017.

(5)

Consists of (a) 4,100,000800 shares of common stock and (b) 2,600,000 shares of common stock underlying warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date. Each of the Adage Reporting Persons has shared voting and dispositive power over all shares beneficially owned. ACA, as managing member of ACPGP, directs ACPGP’s operations. Robert Atchinson and Phillip Gross are managing members of ACA. The address for each of the Adage Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

(5)

Based on a Schedule 13G/A filed with the SEC on February 14, 2018 by Cormorant Global Healthcare Master Fund, LP (the “Cormorant Fund”), Cormorant Global Healthcare GP, LLC (“Cormorant GP”), Cormorant Asset Management, LLC (“Cormorant LLC”) and Bihua Chen (collectively, the “Cormorant Reporting Persons”). Consists of (a) 2,954,655 shares and warrants exercisable for an additional 2,594,086 shares which are beneficially owned by Cormorant Fund and (b) 595,345 shares and warrants exercisable

for an additional 524,117 shares which are beneficially owned by a managed account (the “Account”). Cormorant Fund and Cormorant GP have shared voting and dispositive power over 5,548,741 shares, while Cormorant LLC and Bihua Chen have shared voting and dispositive power over 6,668,203 shares. Cormorant GP serves as the general partner of the Cormorant Fund, and Cormorant LLC serves as the investment manager to both the Fund and the Account. Bihua Chen serves as the managing member of Cormorant GP and Cormorant LLC. The address for each of the Cormorant Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, MA 02116.

(6)

The address for Jack W. Schuler is c/o Crabtree Partners, 100 W. Field Drive, Suite 360, Lake Forest, IL 60045. Consists of (a) 3,818,439 shares of common stock and (b) 1,909,220 shares of common stock underlying warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(7)

Based on a Schedule 13G filed with the SEC on July 28, 2017 by BVF Inc., Biotechnology Value Fund, L.P. (“BVF”), Biotechnology Value Fund II, L.P. (“BVF2”), Biotechnology Value Trading Fund OS LP (“Trading Fund OS”), BVF Partners OS Ltd. (“Partners OS”), BVF Partners L.P. (“Partners”) and Mark N. Lampert (together, the “BVF Reporting Persons”). Consists of (a) 3,500,000 shares of common stock and (b) 1,750,000 shares of common stock underlying warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date. Specifically, (i) BVF has shared voting and dispositive power over 2,443,720 shares of common stock, including 814,573 shares of common stock issuable upon the exercise of warrants, (ii) BVF2 has shared voting and dispositive power over 1,574,254 shares of common stock, including 524,751 shares of common stock issuable upon the exercise of warrants, and (iii) Trading Fund OS has shared voting and dispositive power over 437,841 shares of common stock, including 145,947 shares of common stock issuable upon the exercise of warrants. Partners OS, as the general partner of Trading Fund, OS may be deemed to beneficially own the 437,841 shares of common stock beneficially owned by Trading Fund OS, including 145,947 shares of common stock issuable upon the exercise of warrants. Partners, as the general partner of BVF, BVF2, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 5,250,000 shares of common stock beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and certain of Partners’ managed accounts (the “Partners Managed Accounts”), including 794,184 shares of common stock held in the Partners Managed Accounts (which includes 264,728 shares of common stock issuable upon the exercise of warrants). BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 5,250,000 shares of common stock beneficially owned by Partners. Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 5,250,000 shares of common stock beneficially owned by BVF Inc. The address for BVF Inc. is 1 Sansome Street, 30th Floor, San Francisco, CA 94104.

(8)

Based on a Schedule 13G filed with the SEC on February 14, 2018 by 683 Capital Management, LLC, 683 Capital Partners, LP and Ari Zweiman (collectively, the “683 Capital Reporting Persons”). Consists of (a) 2,617,004 shares of common stock and (b) 1,250,000 shares of common stock underlying warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date. Ari Zweiman is the Managing Member of 683 Capital Management, LLC, which is the investment manager of 683 Capital Partners, LP. Each of the 683 Capital Reporting Persons has shared voting and dispositive power over all such shares. The address for each of the 683 Capital Reporting Persons is 3 Columbus Circle, Suite 2205, New York, NY 10019.

(9)	Consists of (a) 20,800 shares of common stock and (b) 374,463128,971 shares of common stock underlying options and warrants that are exercisable as of the Record DateDecember 26, 2019 or will become exercisable within 60 days after such date.

(10)(6)

Consists of (a) 776,732 shares of common stock and (b) 643,892245,754 shares of common stock underlying options and warrants that are exercisable as of the Record DateDecember 26, 2019 or will become exercisable within 60 days after such date.

(11)(7)

Consists of (a) 80020,800 shares of common stock and (b) 106,471825,400 shares of common stock underlying options and warrants that are exercisable as of the Record DateDecember 26, 2019 or will become exercisable within 60 days after such date.

(8)	Consists of (a) 370,550 shares of common stock and (b) 151,071 shares of common stock underlying options and warrants that are exercisable as of December 26, 2019 or will become exercisable within 60 days after such date.

(9)	Consists of (a) 8,000 shares of common stock and (b) 135,071 shares of common stock underlying options and warrants that are exercisable as of December 26, 2019 or will become exercisable within 60 days after such date.

(10)	Consists of (a) 62,000 shares of common stock and (b) 264,207 shares of common stock underlying options and warrants that are exercisable as of December 26, 2019 or will become exercisable within 60 days after such date.

(11)	Consists of (a) 8,000 shares of common stock and (b) 580,000 shares of common stock underlying options and warrants that are exercisable as of December 26, 2019 or will become exercisable within 60 days after such date.

(12)	Consists of (a) 800 shares of common stock and (b) 347,928 shares of common stock underlying options and warrants that are exercisable as of December 26, 2019 or will become exercisable within 60 days after such date.

(13)	Consists of (a) 1,285,267 shares of common stock and (b) 3,395,008 shares of common stock underlying options and warrants that are exercisable as of December 26, 2019 or will become exercisable within 60 days after such date.

(12)	Consists of (a) 1,296,796 shares of common stock and (b) 208,353 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(13)	Consists of (a) 70,550 shares of common stock and (b) 125,928 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(14)	Consists of (a) 8,000 shares of common stock and (b) 90,071 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(15)	Consists of (a) 9,600 shares of common stock and (b) 307,300 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(16)	Consists of (a) 12,000 shares of common stock and (b) 233,492 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(17)	Consists of (a) 8,000 shares of common stock and (b) 260,500 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(18)	Consists of (a) 800 shares of common stock and (b) 121,239 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(19)	Consists of (a) 14,091 shares of common stock and (b) 177,728 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(20)	Consists of (a) 2,000 shares of common stock and (b) 80,750 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(21)	Consists of (a) 18,494 shares of common stock and (b) 123,972 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

(22)	Consists of (a) 2,238,663 shares of common stock and (b) 2,854,159 shares of common stock underlying options and warrants that are exercisable as of the Record Date or will become exercisable within 60 days after such date.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSOTHER MATTERS

Indemnification Agreements

We have entered into indemnification agreements with eachSolicitation of our directors and executive officers in which we agree to indemnify, defend and hold harmless, and also advance expenses as incurred, to the fullest extent permitted under applicable law, from damage arising from the fact that such person is or was an officer or director of the Company or any of its subsidiaries. We maintain insurance policies for director and officer liability providing for maximum coverage in the amount of $20 million.

Policies and Procedures for Related Person Transactions

Our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, each of whom we refer to as a “related person”, has a direct or indirect material interest.

Company management is responsible for determining whether a transaction meets the requirements of a related person transaction requiring review under the related person transaction policy. If review is deemed to be required under the policy, it is the responsibility of the Audit Committee to review related person transactions and approve, ratify, revise or reject related person transactions. The Audit Committee will consider all relevant facts and circumstances and will only ratify those transactions that are in our best interests. If a related party transaction involves a related person who is a director or immediate family member of a director, such director may not participate in the deliberations or vote respecting such transaction; provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the Audit Committee which considers such transaction. If management determines it is impractical or undesirable to wait until an Audit Committee meeting to consummate a transaction with a related person, the chairperson of the Audit Committee may approve the transaction with the related person. Any such approval must be reported to the Audit Committee at the next regularly scheduled meeting.

The following transactions involving related persons arepre-approved under the related party transaction policy:

(ii) the executive officer is not an immediate family member of another related person, the related compensation would be reported in our proxy statement under Item 402 of the SEC’s compensation disclosure requirements if the executive officer was a “named executive officer,” and the Compensation Committee approved (or recommended that the Board approve) such compensation;

AUDIT COMMITTEE REPORT

The Audit Committee operates under a written charter adopted by the board of directors, which is reviewed at least annually. A copy of the Audit Committee Charter is available on the Corporate Governance page of our website athttp://ir.contrafect.com/governance-docs. The members of the Audit Committee are Messrs. David N. Low, Jr. (Chairman), Roger J. Pomerantz, M.D., F.A.C.P. and Cary W. Sucoff, each of whom meets the independence standards established by Nasdaq and the rules of the SEC.

The Audit Committee oversees our financial reporting process on behalf of the board of directors and is responsible for providing independent, objective oversight of our accounting, auditing, financial reporting, internal control and legal compliance functions. It is not the duty of the Audit Committee to plan or conduct audits or to determine that our financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Management is responsible for our financial statements and the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible in its report for expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed our audited financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 with management and the Company’s independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm the various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including those matters required by Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and discussed with the independent registered public accounting firm its independence from the Company.

Based upon the reviews and discussions outlined above, the Audit Committee recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 for filing with the Securities and Exchange Commission.

Audit Committee

David N. Low, Jr. (Chairman)

Cary W. Sucoff

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than 10% common stock, to file reports of ownership and changes in ownership with the SEC and Nasdaq. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with all copies of Section 16(a) forms they file. Specific due dates for these reports have been established and we are required to identify in this proxy statement those persons who failed to timely file these reports. Based solely on our review of these forms and written representations from the officers and directors received by us, we believe that during the fiscal year ended December 31, 2017, all Section 16(a) filing requirements were complied with in a timely fashion.

PAYMENT OF COSTSProxies

The expense of printing and mailing proxy materials and the solicitation of proxies will be borne by us. We have retained MacKenzie Partners, Inc. to solicit proxies on behalf of the Board and we expect to pay them approximately $[●], plus expenses, for such services. In addition to the solicitation of proxies by mail, solicitation may be made by our directors, officers and other employees by personal interview,e-mail, telephone or facsimile. No additional compensation will be paid to our directors, officers or employees for such solicitation. We will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of our common stock.

Stockholder Proposals for 2020 Annual Meeting

Rule14a-8 Proposals

To be eligible for inclusion in the Company’s proxy statement for the 2020 annual meeting of stockholders, stockholder proposals submitted pursuant to Rule14a-8 of the Securities Exchange Act of 1934, as amended, must have been received at the Company’s principal executive offices no later than December 5, 2019. Stockholder proposals should be addressed to: ContraFect Corporation, Attn: Corporate Secretary, 28 Wells Avenue, Third Floor, Yonkers, New York 10701.

Other Proposals or Nominees for Presentation at the 2020 Annual Meeting

Stockholder proposals and director nominations not intended for inclusion in the Company’s proxy statement for the 2020 annual meeting of stockholders, but which instead are sought to be presented directly at such meeting, must be received at the Company’s principal executive offices by our Secretary not less than ninety (90) calendar days nor more than one hundred twenty (120) days prior to the anniversary of the preceding year’s annual meeting. Therefore, the Company must receive notice of such a proposal or nomination for the 2020 annual meeting of stockholders no earlier than the close of business on January 8, 2020 and no later than the close of business on February 7, 2020 to be considered timely. In the event that the date of the 2020 annual meeting of stockholders is more than thirty (30) days before or more than sixty (60) days after May 7, 2020, then our Secretary must receive such written notice not earlier than the close of business on the 120th day prior to the 2020 annual meeting and not later than the close of business on the 90th day prior to the 2020 annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such meeting is first made by the Company. Proxies will confer discretionary authority to vote on any untimely proposals or nominations.

Whether or not you intend to be present at the Annual Meeting, we urge you to return your signed proxy promptly.

By Order of the Board

Natalie Bogdanos

General Counsel & Corporate Secretary

January [●], 2020

APPENDIX A

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CONTRAFECT CORPORATION

ContraFect Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

		The total number of shares of all classes of stock which the Corporation shall have authority to issue is 150,000,000 shares, consisting of (i) 125,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”), and (ii) 25,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).”
SECOND:		That, at a special meeting of stockholders of the Corporation, the aforesaid amendments were duly adopted by the stockholders of the Corporation.
THIRD:		That, the aforesaid amendments were duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer on this             day of                 , 2020.

By Order of the BoardCONTRAFECT CORPORATION
Natalie BogdanosBy:
General Counsel & Corporate Secretary		Roger J. Pomerantz, M.D., F.A.C.P. President and Chief Executive Officer

March 21, 2018

Our 2017 Annual Report on Form 10-K has been mailed with this Proxy Statement. We will provide copies of exhibits to the Annual Report on Form 10-K, but will charge a reasonable fee per page to any requesting stockholder. Any such request should be addressed to the Company at 28 Wells Avenue, Third Floor, Yonkers, New York 10701, Attention: Investor Relations Department. The request must include a representation by the stockholder that as of the Record Date, the stockholder was entitled to vote at the Annual Meeting.

ANNUALSPECIAL MEETING OF STOCKHOLDERS OF
CONTRAFECT CORPORATION May 8, 2018
January 31, 2020
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy
material, statements and other eligible documents online, while reducing costs, clutter and
paper waste. Enroll today via www.astfinancial.com to enjoy online access.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
Copies of the 2018Special Meeting Proxy Statement and the 2017 Annual Report to stockholders
are also available online at http://www.astproxyportal.com/ast/19556
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
00030003000000001000 7
013120
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL THE DIRECTOR NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSAL 2. x PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
1. Election
Approval of Direction: FOR ALL NOMINEES FOR WITHHOLD ALL NOMINEES AUTHORITY FOR (See ALL instructions EXCEPT below) O Sol J. Barer, Ph.D. O Isaac Blech O Steven C. Gilman, Ph.D. O David N. Low, Jr., M.B.A. O Michael J. Otto, Ph.D. O Roger J. Pomerantz, M.D., F.A.C.P. O Cary W. Sucoff, J.D. and fill in the circle next to each nominee you wish to withhold, as shown here: To indicate changes change youran amendment to the Company’s amended and
FOR AGAINST ABSTAIN
restated certificate of incorporation, as amended, to effect a
reverse stock split of the new address registeredCompany’s common stock at a ratio of
1-for-10, and to decrease the number of authorized shares of
the Company’s common stock to 125,000,000, subject to the
Board of Directors’ authority to abandon such amendment.
2.
Approval of 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.
To change the address on name(s) your inaccount, please check the account, address on the please account space check above. may not the Please be box submitted at note right and that via this method. 2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. FOR AGANST ABSTAIN MARK?“X”
MARKX” HERE IF YOU PLAN TO ATTEND THE MEETING.
indicate changes your to the new registered address name(s) in the address on the account space above. may not Please be submitted note that via this method.
Signature of Stockholder
Date:
Signature of Stockholder
Date:
Note: title Please as such. sign exactly If the signer as your is a nameaname corporation, or names please appear sign on full thisappearsignonfullthis corporate Proxy. When nameWhenname shares by duly aredulyare authorized held jointly,officer, each giving holder full shouldeachgivingholderfullshould title as sign. such. Whenassign.such.When If signer signingsignersigning is a as partnership,executor, please administrator, sign in attorney, partnership trustee name or bypartnershiptrusteenameorby guardian, authorized pleaseauthorizedplease person. give full

CONTRAFECT CORPORATION
Proxy Solicited on Behalf of the Board of Directors of the Company for AnnualSpecial Meeting of Stockholders on May 8, 2018 January 31, 2020
The undersigned hereby appoints Natalie Bogdanos, General Counsel and Corporate Secretary, and Michael Messinger, Senior Vice President, FinanceChief Financial Officer (each, a “Proxy” and together, the “Proxies”), and each of them, with full power of substitution, as proxies to vote all the shares of common stock that the undersigned would be entitled to vote if personally present and acting at the AnnualSpecial Meeting of Stockholders of ContraFect Corporation to be held at the offices of Latham & Watkins LLP, located at 885 Third Avenue, 12th Floor, New York, New York 10022, on May 8, 2018January 31, 2020 at 9:008:30 A.M. EDTET and at any continuation, postponement or adjournment thereof, as designated on the reverse side of this card.
In their discretion, the proxies are authorized to vote (x) for the election of any person to the Board of Directors if any nominee named herein becomes unable to serve or for good cause will not serve, (y) on any matter that the Board of Directors did not know would be presented at the AnnualSpecial Meeting by a reasonable time before the proxy solicitation was made and (z) on such other business as may properly come before the AnnualSpecial Meeting or at any adjournments, continuations, or postponements thereof.
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no such direction is made, this proxy will be voted FOR ALL NOMINEES in Proposal 1 and FOR Proposal 2. (Continued
(Continued and to be signed on the reverse side.)
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