0000919574-20-002471.txt : 20200316
0000919574-20-002471.hdr.sgml : 20200316
20200316191940
ACCESSION NUMBER: 0000919574-20-002471
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200316
FILED AS OF DATE: 20200316
DATE AS OF CHANGE: 20200316
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: 20718815
BUSINESS ADDRESS:
STREET 1: 510 MADISON AVENUE, 7TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 231-4932
MAIL ADDRESS:
STREET 1: 510 MADISON AVENUE, 7TH FLOOR
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: 20718816
BUSINESS ADDRESS:
STREET 1: C/O ARMISTICE CAPITAL, LLC
STREET 2: 510 MADISON AVENUE, 7TH 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, 7TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
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: 20718817
MAIL ADDRESS:
STREET 1: 510 MADISON AVENUE, 7TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
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: 540 GAITHER ROAD
STREET 2: SUITE 400
CITY: ROCKVILLE
STATE: MD
ZIP: 20850
BUSINESS PHONE: 410-522-8707
MAIL ADDRESS:
STREET 1: 540 GAITHER ROAD
STREET 2: SUITE 400
CITY: ROCKVILLE
STATE: MD
ZIP: 20850
4
1
ownership.xml
X0306
4
2020-03-16
0
0001534120
Cerecor Inc.
CERC
0001601086
ARMISTICE CAPITAL, LLC
510 MADISON AVENUE, 7TH 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, 7TH FLOOR
NEW YORK
NY
10022
1
0
1
0
Common Stock
2020-03-16
4
J
0
3455129
0
D
26209386
D
Common Stock
2020-03-16
4
J
0
0
0
D
26209386
I
See Footnote
Common Stock
2020-03-16
4
J
0
0
0
D
26621828
I
See Footnote
Common Stock
675000
I
See Footnote
The reported shares of the issuer's common stock (the "Shares") are directly owned by Armistice Capital Master Fund Ltd. (the "Master Fund"), a Cayman Islands corporation.
The reported Shares may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), a Delaware limited liability company, as the investment manager of the Master Fund.
Steven Boyd ("Mr. Boyd") may be deemed to indirectly beneficially own 26,209,386 Shares in his capacity as the Managing Member of Armistice Capital, the investment manager of the Master Fund. Mr. Boyd may also be deemed to directly own 412,442 Shares as a result of an in-kind distribution of Shares made by the Master Fund as described in footnote 5 below.
The reported securities are directly owned by a separately managed account client (the "SMA") of Armistice Capital, and may be deemed to be indirectly beneficially owned by Armistice Capital as the investment manager of such SMA. The reported securities may also be deemed to be indirectly beneficially owned by Mr. Boyd as Managing Member of Armistice Capital.
The reported transaction was an in-kind distribution of Shares by the Master Fund to certain of its direct and indirect investors. For the avoidance of doubt, no Shares were sold by any of the reporting persons.
Armistice Capital, the Master Fund and Mr. Boyd disclaim beneficial ownership of the reported Shares except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Armistice Capital, LLC, By: /s/ Steven Boyd, Managing Member
2020-03-16
Armistice Capital Master Fund Ltd., By: /s/ Steven Boyd, Director
2020-03-16
/s/ Steven Boyd
2020-03-16