Amended Statement of Beneficial Ownership (sc 13d/a)
March 11 2019 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No.
8)*
Cerecor
Inc.
|
(Name
of Issuer)
|
Common
Stock, $0.001 par value
|
(Title
of Class of Securities)
|
Anthony
Cordone
c/o Armistice
Capital LLC
510 Madison
Avenue
7
th
Floor
New York,
NY 10022
Telephone
Number: (212) 231-4930
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
|
March
6, 2019
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(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 [_].
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* 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.
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1.
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NAME
OF REPORTING PERSONS
|
|
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
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Armistice
Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
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(a)
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[_]
|
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(b)
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[_]
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5.
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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8.
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SHARED VOTING POWER
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|
|
|
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36,830,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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|
|
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36,830,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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36,830,000
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12.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
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60.4%
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14.
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TYPE OF REPORTING PERSON
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IA, OO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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|
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Armistice Capital Master Fund Ltd.
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2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a)
|
[_]
|
|
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(b)
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[_]
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5.
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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8.
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SHARED VOTING POWER
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|
|
|
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36,550,000
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9.
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SOLE DISPOSITIVE POWER
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|
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0
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10.
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SHARED DISPOSITIVE POWER
|
|
|
|
|
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36,550,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
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36,550,000
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12.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
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13.
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
|
|
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60.0%
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14.
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TYPE OF REPORTING PERSON
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|
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CO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
|
|
|
|
Steven Boyd
|
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2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a)
|
[_]
|
|
|
(b)
|
[_]
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5.
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
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United States of America
|
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
36,830,000
|
|
9.
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SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
36,830,000
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
36,830,000
|
|
12.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
|
|
|
|
|
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60.4%
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14.
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TYPE OF REPORTING PERSON
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IN, HC
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Item 1.
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Security and Issuer.
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The name
of the issuer is Cerecor Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal
executive office is 400 E. Pratt Street, Suite 606, Baltimore, Maryland 21202. This Amendment No. 8 to Schedule
13D relates to the Issuer's Common Stock, $0.001 par value (the "Shares").
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Item 2.
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Identity and Background.
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(a),
(f)
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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”).
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(b), (c)
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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, 7
th
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, 7
th
Floor, New York, New York 10022.
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(d)
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None of the Reporting
Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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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.
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Item 3.
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Source and Amount of Funds
or Other Consideration.
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The
funds for the purchase of the 36,830,000 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 net investment costs (including commissions, if any) of the Shares beneficially owned by Armistice Capital
and Mr. Boyd is approximately $21,921,176. No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
The
funds for the purchase of the 36,550,000 Shares directly owned by the Master Fund came from its working capital. The net
investment costs (including commissions, if any) of the Shares directly owned by the Master Fund is approximately $20,458,426.
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including
certain leverage arrangements) in the ordinary course of business.
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Item 4.
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Purpose
of Transaction.
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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.
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 Issuer’s board of directors (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.
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Item 5.
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Interest in Securities of
the Issuer.
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(a) - (d)
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As of
the date hereof, Armistice Capital and Mr. Boyd may be deemed to be the beneficial owner of 36,830,000 Shares, constituting
60.4% of the Shares, based upon 60,939,374 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 36,830,000
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 36,830,000 Shares.
As of
the date hereof, the Master Fund may be deemed to be the direct owner of 36,550,000 Shares, constituting 60.0% of the
Shares, based upon 60,939,374 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 36,550,000 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 36,550,000 Shares.
The
transactions in the Shares by the Reporting Persons during the past sixty days are set forth on Exhibit B. Each reported
transaction was an open-market transaction.
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(e)
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N/A
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Item 6.
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Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
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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 in a prior Schedule 13D filed by the Reporting Persons in respect of the
Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing
Agreement
Exhibit B: Schedule of
Transactions in the Shares
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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.
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March
8, 2019
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(Date)
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Armistice Capital, LLC*
|
|
|
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By: /
s/ Steven
Boyd
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Name: Steven Boyd
Title: Managing Member
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Armistice Capital Master Fund
Ltd.
|
|
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By:
/s/ Steven
Boyd
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Name: Steven Boyd
Title: Director
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Steven Boyd*
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/s/ Steven Boyd
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* 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. 8 to Schedule 13D, dated March 8, 2019, relating to the Common Stock, $0.001 par value,
of Cerecor Inc. shall be filed on behalf of the undersigned.
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March
8, 2019
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(Date)
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Armistice Capital, LLC
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|
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By: /
s/ Steven
Boyd
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Name: Steven Boyd
Title: Managing Member
|
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Armistice Capital Master Fund
Ltd.
|
|
|
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By:
/s/ Steven
Boyd
|
|
Name: Steven Boyd
Title: Director
|
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Steven Boyd
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/s/ Steven Boyd
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Exhibit
B
Schedule
of Transactions in the Shares
Trade Date
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Purchase/Sale
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Quantity
|
Price
|
01/07/19*
|
Purchase
|
6,504
|
$3.65
|
01/08/19*
|
Purchase
|
500
|
$3.70
|
01/09/19*
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Purchase
|
545
|
$3.79
|
01/10/19*
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Purchase
|
800
|
$3.70
|
01/11/19*
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Purchase
|
6,651
|
$3.91
|
01/11/19*
|
Purchase
|
2,500
|
$3.89
|
01/11/19*
|
Purchase
|
2,500
|
$3.88
|
01/11/19*
|
Purchase
|
421
|
$3.89
|
01/11/19*
|
Purchase
|
579
|
$3.92
|
03/06/19*
|
Purchase
|
239,000
|
$5.50
|
03/06/19**
|
Purchase
|
124,637
|
$5.50
|
03/06/19**
|
Purchase
|
849
|
$5.50
|
03/07/19**
|
Purchase
|
2,500
|
$5.51
|
03/07/19**
|
Purchase
|
3,000
|
$5.45
|
03/07/19**
|
Purchase
|
500
|
$5.36
|
03/08/19**
|
Purchase
|
4,000
|
$5.46
|
|
*
|
Transaction
by Amistice Capital on behalf of a separately managed account client that is not a Reporting
Person.
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**
|
Transaction
by Amistice Capital on behalf of the Master Fund.
|
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