UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001
-
37590
Cerecor Inc.
(Exact name of registrant as specified in its charter)
Delaware
|
|
45
-
0705648
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
400 E. Pratt Street, Suite 606
Baltimore, Maryland 21202
(Address of principal executive offices)
Telephone: (410) 522-8707
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.001, par value
Class A Warrants, consisting of the right to purchase one share of common stock at an exercise price of $4.55 per share
Class B Warrants, consisting of the right to purchase one-half share of common stock at an exercise price of $3.90 per share
|
|
NASDAQ Stock Market
|
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
o
No
x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
o
No
x
Indicate by check mark whether the registrant (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§299.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
x
|
Emerging growth company
x
|
|
|
(Do not check if a
|
|
|
|
smaller reporting company)
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
The aggregate market value of the registrants shares of common stock held by non-affiliates of the registrant as of June 30, 2017 (based on the closing price of $0.573 on that date) was $5,882,756. Shares of common stock held by each officer and directors and by each person known to be the registrant who owned 10% or more of the outstanding common stock have been excluded in that such person may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of March 16, 2018, there were 31,379,778 outstanding shares of the registrants common stock, par value $0.001 per share.
Documents Incorporated by Reference:
Portions of the registrants Definitive Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrants fiscal year ended December 31, 2017, are incorporated by reference in Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
Cerecor Inc. (the Company) is filing this Amendment No. 1 (Amendment No. 1) to its Annual Report on Form 10-K for the year ended December 31, 2017, originally filed with the Securities and Exchange Commission (SEC) on April 2, 2018 (the Original Filing) for the sole purpose of amending and restating the disclosures in Part II, Item 9A of the Original Filing to add additional disclosure with respect to managements assessment of the Companys disclosure controls and procedures.
In accordance with applicable SEC rules, Amendment No. 1 includes new certifications from the Companys principal executive officer and principal financial officer dated as of the date of filing of this Amendment No. 1.
This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, Part II, Item 9A, Controls and Procedures, in its entirety, Part IV, Item 15, Exhibits and Financial Statement Schedules, in its entirety, the signature page, and the new certifications from the Companys Principal Executive Officer and Principal Financial Officer.
Except as set forth above, the Original Filing has not been amended, updated or otherwise modified, and does not reflect events occurring after April 2, 2018, the date of the Original Filing, or modify or update those disclosures that may have been affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Companys filings made with the SEC subsequent to the filing of the Original Filing.
2