SC 13D/A 1 d8407823_13d-a.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 10)*

 

 

Cerecor Inc.
(Name of Issuer)

 

 

Common Stock, $0.001 par value
(Title of Class of Securities)

 

 

15671L109
(CUSIP Number)

 

 

Daniel Radden

c/o Armistice Capital LLC

510 Madison Avenue

7th Floor

New York, NY 10022

Telephone Number: (212) 231-4930

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

 

 

November 1, 2019
(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
   
* 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 disclosures provided in a prior cover page.
 
 


CUSIP No.
15671L109    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Armistice Capital, LLC  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)   [_]

 

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  39,368,948  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  39,368,948  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  39,368,948  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  63.1%  

 

14. TYPE OF REPORTING PERSON  
     
  IA, OO  
     

 
 


CUSIP No.
15671L109    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Armistice Capital Master Fund Ltd.  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)   [_]

  

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  WC  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Cayman Islands  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  38,968,948  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  38,968,948  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  38,968,948  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  62.5%  

 

14. TYPE OF REPORTING PERSON  
     
  CO  
     

 
 


CUSIP No.
15671L109    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Steven Boyd  

 

2.. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)   [_]

    

3. SEC USE ONLY  
     
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States of America  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  39,368,948  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  39,368,948  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  39,368,948  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  63.1%  

 

14. TYPE OF REPORTING PERSON  
     
  IN, HC  
     

 
 

CUSIP No. 15671L109    

 

Item 1. Security and Issuer.  

 

  The name of the issuer is Cerecor Inc., a Delaware corporation (the "Issuer").  The address of the Issuer's principal executive office is 540 Gaither Road, Suite 400, Rockville, Maryland 20850.  This Amendment No. 10 to Schedule 13D relates to the Issuer's Common Stock, $0.001 par value (the "Shares").  
     

 

Item 2. Identity and Background.  

 

  (a), (f) The persons filing this statement are: (i) Armistice Capital, LLC, a Delaware limited liability company (“Armistice Capital”); (ii) Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the “Master Fund”); and (iii) Steven Boyd, a United States citizen (“Mr. Boyd”, and collectively with Armistice Capital and the Master Fund, the “Reporting Persons”).    
       
  (b), (c)

Armistice Capital is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) that is principally engaged in the business of providing investment management services to private investment vehicles, including the Master Fund. The principal business address of Armistice Capital is 510 Madison Avenue, 7th Floor, New York, New York 10022.

 

The Master Fund is principally engaged in the business of investing in securities. The principal business address of the Master Fund is c/o dms Corporate Services Ltd., 20 Genesis Close, P.O. Box 314, Grand Cayman KY1-1104, Cayman Islands. The board of directors of the Master Fund consists of Steven Boyd, Kevin A. Phillip and Gregory S. Bennett.

 

Steven Boyd is the managing member of Armistice Capital and a director of the Master Fund. Mr. Boyd’s business address is 510 Madison Avenue, 7th Floor, New York, New York 10022.

 
       
  (d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  
       
  (e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.  
     

 
 

Item 3. Source and Amount of Funds or Other Consideration.  
     
 

The funds for the purchase of the 39,368,948 Shares beneficially owned by the Armistice Capital and Mr. Boyd came from the working capital of the Master Fund and a separately managed account client of Armistice Capital that is not a Reporting Person.

 

The funds for the purchase of the 38,968,948 Shares directly owned by the Master Fund came from its working capital.

 
     

 

Item 4. Purpose of Transaction.  
     
 

The Reporting Persons are filing this Schedule 13D/A to report a change in their respective beneficial ownership percentages of the Shares, as indicated in Item 5 below.

 

Further, on November 1, 2019, the Master Fund entered into a contribution agreement (the “Contribution Agreement”) with the Issuer and Avadel US Holdings Inc. (“Avadel”). The Contribution Agreement governs the contribution rights and obligations of the Master Fund, the Issuer and Avadel with respect to amounts that are paid by the Master Fund and Avadel to certain creditors of the Issuer under certain guarantees made by the Master Fund and Avadel to those creditors in connection with the Issuer’s disposition of certain of its assets to Aytu Bioscience, Inc. (“Aytu”). 

 

The Master Fund also entered into a voting agreement with the Issuer and Aytu dated November 1, 2019 (the “Voting Agreement”). Pursuant to the Voting Agreement, the Master Fund agreed that, for a period of 12 months from the date of the Voting Agreement, it shall vote all shares of Aytu held by it: (i) in favor of conversion into common stock of all the outstanding shares of the Issuer’s Series G Preferred Stock (the “Preferred Conversion”); (ii) against any proposal, amendment, matter, or agreement that would impede, frustrate, prevent, or nullify the Preferred Conversion; and (iii) in favor of the proposed transactions set forth in the agreement and plan of merger dated September 12, 2019 among Aytu, Innovus Pharmaceuticals, Inc. and certain other parties (the “Merger Agreement”). The Voting Agreement will terminate automatically upon the later of Aytu shareholder approval of the Preferred Conversion or the Merger Agreement; provided that the Voting Agreement will automatically terminate if Aytu shareholder approval of the Preferred Conversion has occurred and Aytu has elected to terminate the Merger Agreement.

 

 

The foregoing was a summary of certain material terms of the: (i) Contribution Agreement; and (ii) Voting Agreement. The foregoing descriptions are not, and do not purport to be, complete and are qualified in their entirety by reference to the full text of the form of Contribution Agreement and the form of Voting Agreement, which have been filed as Exhibits B and C, respectively, and are incorporated herein by reference.

 

Mr. Boyd currently serves as a member of the Issuer’s board of directors (the “Board”).

 
 
 

 

The Reporting Persons purchased the Shares for investment in the ordinary course of their investment activities based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, participating on the Board, engaging in communications with management and/or the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, reshaping the Issuer's corporate strategy, recommending business development transactions, proposing changes to management, operations and the structure of the Board (including the composition of the Board), purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.

 

 

Item 5. Interest in Securities of the Issuer.  
     
  (a) - (d)

As of the date hereof, Armistice Capital and Mr. Boyd may be deemed to be the beneficial owner of 39,368,948 Shares, constituting 63.1% of the Shares, based upon 62,392,459 Shares outstanding as of the date hereof, as adjusted for warrants and convertible preferred stock of the Issuer beneficially owned by Armistice Capital and Mr. Boyd. Each of Armistice Capital and Mr. Boyd has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 39,368,948 Shares. Each of Armistice Capital and Mr. Boyd has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 39,368,948 Shares.

 

As of the date hereof, the Master Fund may be deemed to be the direct owner of 38,968,948 Shares, constituting 62.5% of the Shares, based upon 62,392,459 Shares outstanding as of the date hereof, as adjusted for warrants and convertible preferred stock of the Issuer directly owned by the Master Fund. The Master Fund has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 38,968,948 Shares. The Master Fund has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 38,968,948 Shares.

 

There have been no transactions in the Shares by the Reporting Persons during the past sixty days.

 
       
  (e)

N/A

 

 

 
 

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

 
 

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein or in a prior Schedule 13D filed by the Reporting Persons in respect of the Issuer.

 

 

 

 

Item 7. Material to be Filed as Exhibits.  

 

  Exhibit A:

Joint Filing Agreement

 

  Exhibit B:

Form of Contribution Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC by the Issuer on November 4, 2019)

 

  Exhibit C: Form of Voting Agreement (incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the SEC by Aytu on November 4, 2019)

 

 
 

SIGNATURES

 

 

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.

 

 

  November 7, 2019  
  (Date)  
   
  Armistice Capital, LLC*
   
  By:  /s/ Steven Boyd
 

Name: Steven Boyd

Title: Managing Member

 

 

  Armistice Capital Master Fund Ltd.
   
  By:  /s/ Steven Boyd
 

Name: Steven Boyd

Title: Director

 

  Steven Boyd*
   
 

/s/ Steven Boyd

 

 

 

* The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein, and this report shall not be deemed an admission that such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 
 

Exhibit A

 

 

AGREEMENT

 

 

The undersigned agree that this Amendment No. 10 to Schedule 13D, dated November 7, 2019, relating to the Common Stock, $0.001 par value, of Cerecor Inc. shall be filed on behalf of the undersigned.

 

 

  November 7, 2019  
  (Date)  
   
  Armistice Capital, LLC
   
  By:  /s/ Steven Boyd
 

Name: Steven Boyd

Title: Managing Member

 

  Armistice Capital Master Fund Ltd.
   
  By:  /s/ Steven Boyd
 

Name: Steven Boyd

Title: Director

 

  Steven Boyd
   
 

/s/ Steven Boyd