0000919574-17-005164.txt : 20170705 0000919574-17-005164.hdr.sgml : 20170705 20170705180508 ACCESSION NUMBER: 0000919574-17-005164 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170630 FILED AS OF DATE: 20170705 DATE AS OF CHANGE: 20170705 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cerecor Inc. CENTRAL INDEX KEY: 0001534120 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 450705648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 E. PRATT ST. STREET 2: SUITE 606 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-522-8707 MAIL ADDRESS: STREET 1: 400 E. PRATT ST. STREET 2: SUITE 606 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boyd Steven CENTRAL INDEX KEY: 0001706140 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37590 FILM NUMBER: 17949637 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: FL 22 CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Armistice Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001633584 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37590 FILM NUMBER: 17949639 BUSINESS ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-231-4932 MAIL ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARMISTICE CAPITAL, LLC CENTRAL INDEX KEY: 0001601086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37590 FILM NUMBER: 17949640 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 231-4932 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 p7526994.xml ARMISTICE/CERC X0306 4 2017-06-30 0 0001534120 Cerecor Inc. CERC 0001601086 ARMISTICE CAPITAL, LLC 510 MADISON AVENUE 22ND FLOOR NEW YORK NY 10022 1 0 1 0 0001633584 Armistice Capital Master Fund Ltd. C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001706140 Boyd Steven C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 22ND FLOOR NEW YORK NY 10022 1 0 1 0 WARRANTS 0.40 2017-06-30 4 J 0 14285714 A 2017-06-30 2022-06-30 COMMON STOCK 14285714 14285714 D WARRANTS 0.40 2017-06-30 4 J 0 14285714 A 2017-06-30 2022-06-30 COMMON STOCK 14285714 14285714 I See Footnote WARRANTS 0.40 2017-06-30 4 J 0 14285714 A 2017-06-30 2022-06-30 COMMON STOCK 14285714 14285714 I See Footnote SERIES A CONVERTIBLE PREFERRED STOCK 0.35 2017-06-30 4 J 0 4179 A 2017-06-30 COMMON STOCK 11940000 4179 D SERIES A CONVERTIBLE PREFERRED STOCK 0.35 2017-06-30 4 J 0 4179 A 2017-06-30 COMMON STOCK 11940000 4179 I See Footnote SERIES A CONVERTIBLE PREFERRED STOCK 0.35 2017-06-30 4 J 0 4179 A 2017-06-30 COMMON STOCK 11940000 4179 I See Footnote These warrants and convertible preferred shares were acquired pursuant to a securities purchase agreement entered into on April 27, 2017, between the issuer and Armistice Capital Master Fund, Ltd. (the "Securities Purchase Agreement"). Pursuant to the Securities Purchase Agreement, Armistice Capital Master Fund, Ltd. agreed to purchase $5 million of the issuer's securities, consisting of (i) 2,345,714 shares of Common Stock at a purchase price of $0.35 per share, subject to adjustment as provided in the Securities Purchase Agreement, (ii) 4,179 shares of the issuer's newly-created Series A Convertible Preferred Stock, which are convertible into 11,940,000 shares of Common Stock at a conversion price of $0.35 per share, subject to adjustment as provided in the Securities Purchase Agreement, and (iii) warrants to purchase up to 14,285,714 shares of Common Stock at an exercise price of $0.40 per share, subject to adjustment as provided in the Securities Purchase Agreement. (Continued from Footnote 1) Pursuant to NASDAQ Capital Market rules and regulations, the Series A Preferred Stock became convertible into shares of Common Stock, and the warrants became exercisable, upon the shareholders of the issuer approving the private placement on June 30, 2017. The foregoing description is not, and does not purport to be, complete, and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which was filed on Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission by the issuer on April 28, 2017. The reported securities are directly owned by Armistice Capital Master Fund, Ltd. The reported securities are directly owned by Armistice Capital Master Fund, Ltd., a Cayman Islands corporation, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of Armistice Capital Master Fund, Ltd. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC and Director of Armistice Capital Master Fund, Ltd. Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each share of the Series A Convertible Preferred Stock is convertible at any time at the option of Armistice Capital Master Fund, Ltd. and has no expiration date. Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member 2017-07-05 Armistice Capital Master Fund, Ltd. By: /s/ Steven Boyd, Director 2017-07-05 /s/ Steven Boyd 2017-07-05