FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cerecor Inc. [ CERC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/06/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/06/2017 | C | 11,940,000 | A | $0.35 | 15,324,224 | D(3) | |||
Common Stock | 07/06/2017 | C | 11,940,000 | A | $0.35 | 15,324,224 | I | See Footnote(4) | ||
Common Stock | 07/06/2017 | C | 11,940,000 | A | $0.35 | 15,324,224 | I | See Footnote(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
WARRANTS | $0.4(1)(2) | 06/30/2017 | J(1)(2) | 14,285,714 | 06/30/2017 | 06/30/2022 | COMMON STOCK | 14,285,714 | (1)(2) | 14,285,714 | D(3) | ||||
WARRANTS | $0.4(1)(2) | 06/30/2017 | J(1)(2) | 14,285,714 | 06/30/2017 | 06/30/2022 | COMMON STOCK | 14,285,714 | (1)(2) | 14,285,714 | I | See Footnote(4) | |||
WARRANTS | $0.4(1)(2) | 06/30/2017 | J(1)(2) | 14,285,714 | 06/30/2017 | 06/30/2022 | COMMON STOCK | 14,285,714 | (1)(2) | 14,285,714 | I | See Footnote(4) | |||
SERIES A CONVERTIBLE PREFERRED STOCK | $0.35(1)(2) | 07/06/2017 | C(1)(2) | 4,179 | 06/30/2017 | (5) | COMMON STOCK | 11,940,000 | (1)(2) | 0 | D(3) | ||||
SERIES A CONVERTIBLE PREFERRED STOCK | $0.35(1)(2) | 07/06/2017 | C(1)(2) | 4,179 | 06/30/2017 | (5) | COMMON STOCK | 11,940,000 | (1)(2) | 0 | I | See Footnote(4) | |||
SERIES A CONVERTIBLE PREFERRED STOCK | $0.35(1)(2) | 07/06/2017 | C(1)(2) | 4,179 | 06/30/2017 | (5) | COMMON STOCK | 11,940,000 | (1)(2) | 0 | I | See Footnote(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. 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. |
2. (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. |
3. The reported securities are directly owned by Armistice Capital Master Fund, Ltd. |
4. 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. |
5. 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 | 07/13/2017 | |
Armistice Capital Master Fund, Ltd. By: /s/ Steven Boyd, Director | 07/13/2017 | |
/s/ Steven Boyd | 07/13/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |