SEC Form 4
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*
ARMISTICE CAPITAL, LLC

(Last) (First) (Middle)
510 MADISON AVENUE, 7TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cerecor Inc. [ CERC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/27/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 12/28/2018 P 26,499 A $3.12(3) 18,116,499 D(1)
Common Stock 12/28/2018 P 0 A $0 18,116,499 I See Footnote(2)
Common Stock 12/28/2018 P 0 A $0 18,116,499 I See Footnote(2)
Common Stock 12/31/2018 P 12,300 A $3.1773(4) 18,128,799 D(1)
Common Stock 12/31/2018 P 0 A $0 18,128,799 I See Footnote(2)
Common Stock 12/31/2018 P 0 A $0 18,128,799 I See Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 12/27/2018 D(5)(6) 14,285,714 (5)(6) 06/30/2022 COMMON STOCK 14,285,714 (5)(6) 0 D(1)
WARRANT $0.4 12/27/2018 D(5)(6) 0 (5)(6) 06/30/2022 COMMON STOCK 0 (5)(6) 0 I See Footnote(2)
WARRANT $0.4 12/27/2018 D(5)(6) 0 (5)(6) 06/30/2022 COMMON STOCK 0 (5)(6) 0 I See Footnote(2)
SERIES B WARRANT $2 12/27/2018 A(5)(6) 2,857,143 (5)(6) 12/27/2023 SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK 2,857,143 (5)(6) 0(5)(6) D(1)
SERIES B WARRANT $2 12/27/2018 A(5)(6) 0 (5)(6) 12/27/2023 SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK 0 (5)(6) 0(5)(6) I See Footnote(2)
SERIES B WARRANT $2 12/27/2018 A(5)(6) 0 (5)(6) 12/27/2023 SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK 0 (5)(6) 0(5)(6) I See Footnote(2)
SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK (5)(6) 12/27/2018 A(5)(6) 2,857,143 (5)(6) (5)(6) COMMON STOCK 14,285,715 (5)(6) 2,857,143 D(1)
SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK (5)(6) 12/27/2018 A(5)(6) 0 (5)(6) (5)(6) COMMON STOCK 0 (5)(6) 2,857,143 I See Footnote(2)
SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK (5)(6) 12/27/2018 A(5)(6) 0 (5)(6) (5)(6) COMMON STOCK 0 (5)(6) 2,857,143 I See Footnote(2)
WARRANT $12.5 12/27/2018 A(5)(6) 4,000,000 12/27/2018 06/27/2024 COMMON STOCK 4,000,000 (5)(6) 4,000,000 D(1)
WARRANT $12.5 12/27/2018 A(5)(6) 0 12/27/2018 06/27/2024 COMMON STOCK 0 (5)(6) 4,000,000 I See Footnote(2)
WARRANT $12.5 12/27/2018 A(5)(6) 0 12/27/2018 06/27/2024 COMMON STOCK 0 (5)(6) 4,000,000 I See Footnote(2)
1. Name and Address of Reporting Person*
ARMISTICE CAPITAL, LLC

(Last) (First) (Middle)
510 MADISON AVENUE, 7TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Armistice Capital Master Fund Ltd.

(Last) (First) (Middle)
C/O DMS CORPORATE SERVICES LTD.
20 GENESIS CLOSE, P.O. BOX 314

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Boyd Steven

(Last) (First) (Middle)
C/O ARMISTICE CAPITAL, LLC
510 MADISON AVENUE, 7TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the "Master Fund").
2. The reported securities are directly owned by the Master Fund, 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.
3. This constitutes the weighted average purchase price. The prices range from $3.1020 to $3.1425. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, Cerecor Inc. (the "Issuer"), or a security holder of the Issuer, full information regarding the number of common shares of the Issuer (collectively, the "Shares") purchased at each separate price.
4. This constitutes the weighted average purchase price. The prices range from $3.1650 to $3.2580. The Reporting Person will provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of common shares of the Issuer (collectively, the "Shares") purchased at each separate price.
5. On December 27, 2018, the Issuer exchanged a common stock warrant issued to the Master Fund on April 27, 2017 for the purchase of up to 14,285,714 Shares with an exercise price of $0.40 per share for a warrant (the "Exchanged Warrant") to purchase up to 2,857,143 shares of the Issuer's newly-designated Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred Stock") with an exercise price of $2.00 per share. The terms, including the economic terms, of the Exchanged Warrant and the prior common stock warrant are identical other than the stock underlying each warrant. The Series B Preferred Stock may be converted into Shares at any time (with no expiration date) on a 1 for 5 ratio. In addition, on December 27, 2018, the Issuer and the Master Fund entered into a securities purchase agreement, pursuant to which the Issuer issued to the Master Fund in a private placement warrants to purchase 4,000,000 Shares (the "New Warrant").
6. (continued from Footnote 5) In exchange for issuing the New Warrant, the Master Fund agreed to early exercise of the Exchanged Warrant and acquired an aggregate of 2,857,143 shares of the Series B Preferred Stock and paid the Issuer approximately $5.7 million for such shares.
Remarks:
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.
Armistice Capital, LLC, By: /s/ Steven Boyd, Managing Member 12/31/2018
Armistice Capital Master Fund Ltd., By: /s/ Steven Boyd, Director 12/31/2018
/s/ Steven Boyd 12/31/2018
** 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).
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