0000919574-17-005374.txt : 20170713
0000919574-17-005374.hdr.sgml : 20170713
20170713144257
ACCESSION NUMBER: 0000919574-17-005374
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170706
FILED AS OF DATE: 20170713
DATE AS OF CHANGE: 20170713
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: 17963343
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: 17963344
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: 17963345
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
p7563359.xml
OWNERSHIP DOCUMENT
X0306
4
2017-07-06
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
Common Stock
2017-07-06
4
C
0
11940000
0.35
A
15324224
D
Common Stock
2017-07-06
4
C
0
11940000
0.35
A
15324224
I
See Footnote
Common Stock
2017-07-06
4
C
0
11940000
0.35
A
15324224
I
See Footnote
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
2017-07-06
4
C
0
4179
D
2017-06-30
COMMON STOCK
11940000
0
D
SERIES A CONVERTIBLE PREFERRED STOCK
0.35
2017-07-06
4
C
0
4179
D
2017-06-30
COMMON STOCK
11940000
0
I
See Footnote
SERIES A CONVERTIBLE PREFERRED STOCK
0.35
2017-07-06
4
C
0
4179
D
2017-06-30
COMMON STOCK
11940000
0
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, 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. On July 6, 2017, Armistice Capital Master Fund, Ltd. converted all of its 4,179 shares of Series A Convertible Preferred Stock into 11,940,000 shares of Common Stock at the exercise price of $0.35 per share.
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
2017-07-13
Armistice Capital Master Fund, Ltd. By: /s/ Steven Boyd, Director
2017-07-13
/s/ Steven Boyd
2017-07-13