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) 12/27/2018 | ||||||||||||||||||||||||||
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 | 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) | |||||||||||||||
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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 | 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*
(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. 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). | ||
** 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. |