ContraVir Pharmaceuticals : Registration statement for face-amount certificate companies

As filed with the Securities and Exchange Commission on January 29, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ContraVir Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

2834

46-2783806

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification Number)

399 Thornall Street, First Floor

Edison, NJ 08837

[phone]

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Robert Foster

Chief Executive Officer ContraVir Pharmaceuticals, Inc. 399 Thornall Street, First Floor

Edison, NJ 08837

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey J. Fessler, Esq.	Charles Phillips, Esq.
Sheppard, Mullin, Richter & Hampton LLP	Ellenoff Grossman & Schole LLP
30 Rockefeller Plaza	1345 Avenue of the Americas
New York, NY 10112	New York, New York 10105
Tel.: [phone]	[phone]

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)	Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. x

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

Proposed Maximum Aggregate Offering Price(1)(2)

Amount of Registration Fee

Class A Units consisting of (3):

$

2,500,000$ 303

• (i) Common Stock, par value $0.0001 per share

• (ii) Warrants to purchase Common Stock (4)

Class B Units consisting of (3):

$

2,500,000$ 303

• (i) Series D Convertible Preferred Stock, par value $0.0001 per share

• (ii) Warrants to purchase Common Stock (4)

• (iii) Common Stock issuable upon conversion of the Series D Convertible Preferred Stock (4)

Common Stock issuable upon exercise of warrants (3)

Placement Agent warrants to purchase Common Stock(4) Common Stock issuable upon exercise of placement agent warrants Total

$$$

5,000,000$ 606

200,000$ 25

10,200,000$ 1,237

(1)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended.

(2) Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issued after the date hereof as a result of stocksplits, stock dividends or similar transactions.

• (3) The proposed maximum aggregate offering price of the Class A Units proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Class B Units offered and sold in the offering, and as such the proposed maximum aggregate offering price of the Class A Units and Class B Units (including the common stock issuable upon exercise of the warrants included in the Class B Units), if any, is $2,500,000.

• (4) No fee pursuant to Rule 457(i) under the Securities Act of 1933, as amended.

  The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY

PROSPECTUS

SUBJECT TO COMPLETION

DATED JANUARY 29, 2019

[

[ ] Class A Units Consisting of Common Stock and Warrants and ] Class B Units Consisting of Series D Convertible Preferred Stock and Warrants (and [ ] shares of Common Stock underlying shares of

Series D Convertible Preferred Stock and [ ] shares of Common Stock underlying Warrants)

We are offering [ ] Class A Units consisting of one share of our common stock and warrants to purchase one share of our common stock, at an exercise price equal to ( % of the public offering price of the Class A Units per share of common stock), which warrants will be exercisable upon issuance and will expire years from the date of issuance. The shares of common stock and warrants that are part of a Class A Unit are immediately separable and will be issued separately in this offering.

We are also offering to those purchasers, if any, whose purchase of Class A Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock immediately following the consummation of this offering, the opportunity, in lieu of purchasing Class A Units, to purchase Class B Units. Each Class B Unit will consist of one share of our newly designated Series D Convertible Preferred Stock ("Series D Preferred") with a stated value of $1,000 and convertible into shares of our common stock at the public offering price of the Class A Units, together with the equivalent number of warrants as would have been issued to such purchaser of Class B Units if they had purchased Class A Units. For each Class B Unit we sell, the number of Class A Units we are offering will be decreased by $1,000 divided by the Class A Unit public offering price. Because we will issue a common stock purchase warrant as part of each Class A Unit or Class B Unit, the number of warrants sold in this offering will not change as a result of a change in the mix of the Class A Units and Class B Units sold. The shares of Series D Preferred and warrants that are part of a Class B Unit are immediately separable and will be issued separately in this offering. We are also offering the shares of common stock issuable upon exercise of the warrants and conversion of the Series D Preferred.

The number of shares of our common stock outstanding after this offering will fluctuate depending on how many Class B Units are sold in this offering and whether and to what extent holders of Series D Preferred shares convert their shares to common stock.

Our common stock is listed on the Nasdaq Capital Market under the symbol "CTRV." On January 28, 2019, the last reported sale price of our common stock on the Nasdaq Capital Market was $0.32.

The final public offering price per Class A Unit will be determined through negotiation between us and the placement agents in this offering and will take into account the recent market price of our common stock, the general condition of the securities market at the time of this offering, the history of, and the prospects for, the industry in which we compete, and our past and present operations and our prospects for future revenues. The recent market price used throughout this prospectus may not be indicative of the public offering price per Class A Unit. The public offering price of the Class B Units will be $1,000 per unit.

Assuming an offering price of $[ ] per Class A Unit, the Series D Preferred included in the Class B Units will be convertible into an aggregate total of [ ] shares of common stock and the warrants included in the Class B Units will be exercisable for an aggregate total of [ ] shares of common stock.

There is no established trading market for the warrants or the Series D Preferred, and we do not expect an active trading market to develop. We do not intend to list the warrants or the Series D Preferred on any securities exchange or other trading market. Without an active trading market, the liquidity of the warrants and the Series D Preferred will be limited.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading "Risk Factors" beginning on page 9 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Per Class A	Per Class B
Unit	Unit
Public offering price	$	$	$
Placement agent fees and expenses(1)	$	$	$
Proceeds to us, before expenses	$	$	$

Total

(1)Please refer to "Plan of Distribution" beginning on page 24 of this prospectus for additional information regarding placement agent compensation.

We have retained Roth Capital Partners as our lead placement agent and CIM Securities, LLC as co-placement agent to use their reasonable best efforts to solicit offers to purchase the securities in this offering. The placement agents have no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. Because there is no minimum offering amount required as a condition to closing in this offering, the actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above.

The placement agents expect to deliver the securities to purchasers in the offering on or about

, 2019.

Lead Placement Agent Roth Capital Partners

Co-Placement Agent CIM Securities, LLC

The date of this prospectus is

, 2019.

TABLE OF CONTENTS

Page

About this Prospectus

Prospectus Summary 1

The Offering 6

Risk Factors 9

Cautionary Note Regarding Forward-Looking Statements 11

Use of Proceeds 13

Dilution 14

Capitalization 16

Description of Securities We Are Offering 18

Plan of Distribution 24

Legal Matters 26

Experts 26

Where You Can Find More Information 26

Incorporation of Certain Documents by Reference 27

You should rely only on the information contained in this prospectus or in any amended prospectus that we may authorize to be delivered or made available to you. We and the placement agents have not authorized anyone to provide you with different information. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where such offers and sales are permitted. The information in this prospectus is accurate only as of the date of the circular, regardless of the time of its delivery or any sale of shares of our common stock.

Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of the prospectus outside the United States. See "Plan of Distribution."

ABOUT THIS PROSPECTUS

In this prospectus, "ContraVir," "the Company," "we," "us," and "our" refer to ContraVir Pharmaceuticals, Inc., a Delaware corporation, and its subsidiaries, unless the context otherwise requires.

This prospectus describes the specific details regarding this offering and the terms and conditions of the common stock being offered hereby and the risks of investing in our common stock. You should read this prospectus, any free writing prospectus and the additional information about us described in the section entitled ''Where You Can Find More Information'' before making your investment decision.

Neither we, nor any of our officers, directors, agents or representatives or placement agents, make any representation to you about the legality of an investment in our common stock. You should not interpret the contents of this prospectus or any free writing prospectus to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before investing in our common stock.