Cerecor Enters Into a $15 Million Common Stock Purchase Agreement with Aspire Capital Fund, LLC
September 12 2016 - 9:10AM
Business Wire
Cerecor Inc. (NASDAQ: CERC), a clinical-stage biopharmaceutical
company developing treatments to make a difference in the lives of
patients with neurological and psychiatric disorders, today
announced that it has entered into a $15 million common stock
purchase agreement (the “Agreement”) and a registration rights
agreement with Aspire Capital Fund, LLC (“Aspire”), a Chicago-based
institutional investor.
Under the terms of the Agreement, Aspire has made an initial
purchase of $1 million of Cerecor common stock at $4.00 per share,
which represents a 4% premium over the September 8 closing stock
price of $3.86. Pursuant to the terms of the Agreement, Cerecor has
agreed to file a registration statement covering the sale by Aspire
of the securities issued to Aspire under the Agreement. Once the
registration statement has been filed and declared effective by the
U.S. Securities and Exchange Commission, Cerecor will have the
right to sell the remaining $14 million of shares to Aspire from
time to time over a 30-month period. Cerecor will control the
timing and amount of each additional sale. Any future sales will be
made at prices based on prevailing market prices at the time of
each sale. Proceeds from the Agreement will be used for the
advancement of research and development activities, working capital
and general corporate purposes.
"The Agreement with Aspire facilitates the continued advancement
of our portfolio of novel product candidates,” said Dr. Uli
Hacksell, President and Chief Executive Officer of Cerecor. “This
funding agreement also provides Cerecor with additional financial
flexibility heading into 2017."
“We are very pleased to enter into this Agreement with Cerecor,
a company with an experienced management team and a promising
neurological and psychiatric drug pipeline,” said Steven G. Martin,
Managing Member of Aspire Capital. "We are looking forward to Phase
2 clinical data for CERC-301 and CERC-501 in the relatively near
future. We believe this Agreement will help provide the Company
with a flexible and efficient source of capital to advance these
very exciting development programs.”
Under the Agreement, Aspire has committed to purchase the
remaining $14 million if and when Cerecor decides to sell shares to
Aspire. Aspire has no rights to require any sales of shares at any
time. The Agreement does not contain any financial covenants,
restrictions on future financings, rights of first refusal, limits
to the use of any of the proceeds, participation rights or
penalties whatsoever. Cerecor can terminate the agreement at any
time without any cost or penalty.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction. For additional information about the
common stock purchase agreement and registration rights agreement
with Aspire, refer to the current report on Form 8-K filed on
September 12, 2016 with the Securities and Exchange Commission.
About CerecorCerecor is a clinical-stage
biopharmaceutical company developing innovative drug candidates to
make a difference in the lives of patients with neurological and
psychiatric disorders. We are committed to the development of drugs
that improve lives by applying our extensive knowledge and
experience in central nervous system
disorders. Cerecor is currently pursuing the development
of two clinical Phase 2-stage product candidates: CERC-301 and
CERC-501.
CERC-301 is an oral, NR2B specific N-methyl-D-aspartate receptor
antagonist that is currently in a Phase 2 clinical trial as an
oral, rapidly acting adjunctive treatment for patients with severe
major depressive disorder (“MDD”) who are failing to achieve an
adequate response to their current antidepressant treatment. We
expect top-line data from this trial in the first half of 2017.
Cerecor received fast track designation by the United States Food
and Drug Administration in November 2013 for CERC-301 for the
treatment of MDD. We believe CERC-301 has the potential to be a
first-in-class medication that may significantly reduce depressive
symptoms in a matter of days.
CERC-501 is a potent and selective kappa opioid receptor (“KOR”)
antagonist that is currently in a Phase 2 clinical trial for
smoking cessation that is expected to provide top-line data in
December 2016. In addition to Cerecor’s Phase 2 trial, three
externally-funded clinical trials are being conducted to evaluate
the use of CERC-501 in treating depressive symptoms, stress related
smoking relapse and cocaine addiction. One study is being conducted
under the auspices of the National Institute of Mental Health, the
second is a collaboration between Cerecor and Yale investigators
with funding from the National Institutes of Health and the third
is being conducted at Rockefeller University Hospital with funding
from a private foundation.
Cerecor has one preclinical stage asset, CERC-406, a brain
penetrant catechol-O-methyltransferase inhibitor with potential
procognitive activity.
For more information about the Company and its products, please
visit www.cerecor.com or contact Mariam E. Morris,
Chief Financial Officer, at (443) 304-8002.
Forward-Looking StatementsThis press release may include
forward-looking statements made pursuant to the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
statements that are not historical facts. Such forward-looking
statements are subject to significant risks and uncertainties that
are subject to change based on various factors (many of which are
beyond Cerecor’s control), which could cause actual results to
differ from the forward-looking statements. Such statements may
include, without limitation, statements with respect to Cerecor’s
plans, objectives, projections, expectations and intentions and
other statements identified by words such as “projects,” “may,”
“will,” “could,” “would,” “should,” “continue,” “seeks,” “aims,”
“predicts,” “believes,” “expects,” “anticipates,” “estimates,”
“intends,” “plans,” “potential” or similar expressions (including
their use in the negative), or by discussions of future matters
such as the development of product candidates or products,
technology enhancements, possible changes in legislation, and other
statements that are not historical. These statements are based upon
the current beliefs and expectations of Cerecor’s management but
are subject to significant risks and uncertainties, including those
detailed in Cerecor’s filings with the Securities and Exchange
Commission. Actual results may differ from those set forth in the
forward-looking statements. Except as required by applicable
law, Cerecor expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in Cerecor’s expectations with respect thereto or any change in
events, conditions or circumstances on which any statement is
based.
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version on businesswire.com: http://www.businesswire.com/news/home/20160912005110/en/
MacDougall Biomedical CommunicationsDoug MacDougall or Joe
Rayne, 781-235-3060ir@cerecor.com
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