0001493152-18-014042.txt : 20181003 0001493152-18-014042.hdr.sgml : 20181003 20181003163015 ACCESSION NUMBER: 0001493152-18-014042 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181003 DATE AS OF CHANGE: 20181003 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89290 FILM NUMBER: 181105394 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Opaleye Management Inc. CENTRAL INDEX KEY: 0001595855 IRS NUMBER: 205648796 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: SUITE 2600 CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 617-904-9195 MAIL ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: SUITE 2600 CITY: BOSTON STATE: MA ZIP: 02108 SC 13G 1 sc13g.htm

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

CERECOR INC.

 

(Name of Issuer)

 

Common Stock, par value $0.001 per share

 

(Title of Class of Securities)

 

15671L109

 

(CUSIP Number)

 

September 25, 2018

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  [  ] Rule 13d-1(b)
     
  [X] Rule 13d-1(c)
     
  [  ] Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

   
CUSIP No. 15671L10913GPage 2 of 8 Pages

 

   NAMES OF REPORTING PERSONS
   Opaleye Management Inc.
 
1

 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 20-5648796

   
   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
   (a) [  ]
2  (b) [  ]
   SEC USE ONLY
   
3  
   CITIZENSHIP OR PLACE OF ORGANIZATION
 
4  Massachusetts

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:		    SOLE VOTING POWER
   
5  0
   SHARED VOTING POWER
   
6  2,185,536
   SOLE DISPOSITIVE POWER
   
7  0
   SHARED DISPOSITIVE POWER
   
8  2,185,536

   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
9  2,185,536
   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
10  [  ]
   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
11  5.37% *
   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
12  CO

 

* Based upon an aggregate of 40,679,105 shares of common stock issued and outstanding, including 34,880,370 shares issued and outstanding on September 4, 2018 as reported by the Issuer on its Form S-3 filed with the Securities and Exchange Commission on September 7, 2018 and 5,798,735 shares issued to the holders of Ichorion Therapeutics, Inc. common stock, effective September 25, 2018, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange Commission on September 27, 2018. This calculation does not include the exercise or conversion of outstanding securities of the Issuer.

 

   
CUSIP No. 15671L10913GPage 3 of 8 Pages

 

   NAMES OF REPORTING PERSONS
1

 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 Opaleye, L.P.

   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
   (a) [  ]
2  (b) [  ]
   SEC USE ONLY
   
3  
   CITIZENSHIP OR PLACE OF ORGANIZATION
   
4  Delaware

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:		    SOLE VOTING POWER
   
5  0
   SHARED VOTING POWER
   
6  2,185,536
   SOLE DISPOSITIVE POWER
   
7  0
   SHARED DISPOSITIVE POWER
   
8  2,185,536

   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
9  2,185,536
   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
10  [  ]
   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
11  5.37% *
   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
12  PN

 

* Based upon an aggregate of 40,679,105 shares of common stock issued and outstanding, including 34,880,370 shares issued and outstanding on September 4, 2018 as reported by the Issuer on its Form S-3 filed with the Securities and Exchange Commission on September 7, 2018 and 5,798,735 shares issued to the holders of Ichorion Therapeutics, Inc. common stock, effective September 25, 2018, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange Commission on September 27, 2018. This calculation does not include the exercise or conversion of outstanding securities of the Issuer.

 

   
CUSIP No. 15671L10913GPage 4 of 8 Pages

 

   NAMES OF REPORTING PERSONS
1

 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

 James Silverman

   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
   (a) [  ]
2  (b) [  ]
   SEC USE ONLY
   
3  
   CITIZENSHIP OR PLACE OF ORGANIZATION
   
4  United States

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH:		    SOLE VOTING POWER
   
5  0
   SHARED VOTING POWER
   
6  2,185,536
   SOLE DISPOSITIVE POWER
   
7  0
   SHARED DISPOSITIVE POWER
   
8  2,185,536

   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
9  2,185,536
   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
10  [  ]
   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
11  5.37% *
   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
12  IN

 

* Based upon an aggregate of 40,679,105 shares of common stock issued and outstanding, including 34,880,370 shares issued and outstanding on September 4, 2018 as reported by the Issuer on its Form S-3 filed with the Securities and Exchange Commission on September 7, 2018 and 5,798,735 shares issued to the holders of Ichorion Therapeutics, Inc. common stock, effective September 25, 2018, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange Commission on September 27, 2018. This calculation does not include the exercise or conversion of outstanding securities of the Issuer.

 

   
CUSIP No. 15671L10913GPage 5 of 8 Pages

 

Item 1(a).   Name of Issuer:
     
    The name of the issuer is Cerecor Inc. (the “Company”).
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    The Company’s principal executive offices are located at 400 E. Pratt Street, Suite 606, Baltimore, Maryland 21202.
     
Item 2(a).   Name of Person Filing.
     
    This statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting Persons” with respect to the shares of common stock of the Company:
     
    Opaleye Fund
     
    Opaleye, L.P. (the “Opaleye Fund”), a private fund formed in the state of Delaware.
     
    Investment Manager
     
    Opaleye Management Inc. (the “Investment Manager”), with respect to the shares of common stock held by the Opaleye Fund, a private fund to which the Investment Manager serves as investment manager.
     
    Reporting Individual
     
    Mr. James Silverman (the “Reporting Individual”), with respect to the shares of common stock held by the Opaleye Fund. Mr. Silverman is the President of the Investment Manager.
     
Item 2(b).   Address of Principal Business Office or, if None, Residence.
     
    One Boston Place, 26th Floor
    Boston, Massachusetts 02108
     
Item 2(c).   Citizenship.
     
    Citizenship is set forth in Row 4 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
     
Item 2(d).   Title of Class of Securities.
     
    Common Stock, $0.001 par value per share
     
Item 2(e).   CUSIP Number.
     
    15671L109

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a) [  ] Broker or dealer registered under Section 15 of the Exchange Act.
     
(b) [  ] Bank as defined in Section 3(a)(6) of the Exchange Act.

 

   
CUSIP No. 15671L10913GPage 6 of 8 Pages

 

(c) [  ] Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
(d) [  ] Investment company registered under Section 8 of the Investment Company Act.
     
(e) [  ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
(f) [  ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
(g) [  ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
(h) [  ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
(i) [  ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
     
(j) [  ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
     
(k) [  ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

 

Item 4. Ownership.

 

(a) Amount beneficially owned:
   
  Opaleye Management Inc. — 2,185,536 shares of common stock
  Opaleye, L.P. — 2,185,536 shares of common stock
  James Silverman — 2,185,536 shares of common stock
   
(b) Percent of class:
   
  Opaleye Management Inc. — 5.37%*
  Opaleye, L.P. — 5.37%*
  James Silverman — 5.37%*

 

* Based upon an aggregate of 40,679,105 shares of common stock issued and outstanding, including 34,880,370 shares issued and outstanding on September 4, 2018 as reported by the Issuer on its Form S-3 filed with the Securities and Exchange Commission on September 7, 2018 and 5,798,735 shares issued to the holders of Ichorion Therapeutics, Inc. common stock, effective September 25, 2018, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange Commission on September 27, 2018. This calculation does not include the exercise or conversion of outstanding securities of the Issuer.

 

(c) Number of shares as to which the person has:
     
  (i) Sole power to vote or to direct the vote:
     
    Opaleye Management Inc. — 0 shares
    Opaleye, L.P. — 0 shares
    James Silverman — 0 shares

 

   
CUSIP No. 15671L10913GPage 7 of 8 Pages

 

  (ii) Shared power to vote or to direct the vote:
     
    Opaleye Management Inc. — 2,185,536 shares of common stock
    Opaleye, L.P. — 2,185,536 shares of common stock
    James Silverman — 2,185,536 shares of common stock
     
  (iii) Sole power to dispose or to direct the disposition of:
     
    Opaleye Management Inc. — 0 shares
    Opaleye, L.P. — 0 shares
    James Silverman — 0 shares
     
  (iv) Shared power to dispose or to direct the disposition of:
     
    Opaleye Management Inc. — 2,185,536 shares of common stock
    Opaleye, L.P. — 2,185,536 shares of common stock
    James Silverman — 2,185,536 shares of common stock

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [  ].

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

   
CUSIP No. 15671L10913GPage 8 of 8 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 3, 2018 By: /s/ James Silverman
    James Silverman
     
  Opaleye, L.P.
     
Date: October 3, 2018 By: /s/ James Silverman
  Name: James Silverman
  Title:

Managing Member of Opaleye

GP LLC, the General Partner of

Opaleye, L.P.

     
  Opaleye Management Inc.
     
Date: October 3, 2018 By: /s/ James Silverman
  Name: James Silverman
  Title: President

 

   

 

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement, dated October 3, 2018, is entered into by and among Opaleye Management Inc., a Massachusetts corporation, Opaleye, L.P., a Delaware limited partnership and James Silverman, an individual (collectively referred to herein as (the “Filers”). Each of the Filers may be required to file with the U.S. Securities and Exchange Commission a statement on Schedule 13G with respect to shares of common stock, $0.001 par value per share, of Cerecor Inc. beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.

 

DATED: October 3, 2018

 

  By: /s/ James Silverman
    James Silverman
     
  Opaleye, L.P.
     
  By: /s/ James Silverman
  Name: James Silverman
  Title:

Managing Member of

Opaleye GP LLC, the General Partner

of Opaleye, L.P.

     
  Opaleye Management Inc.
     
  By: /s/ James Silverman
  Name: James Silverman
  Title: President