Cerecor Closes Deal to Sell Pediatric Portfolio
November 04 2019 - 6:30AM
Cerecor Inc. (NASDAQ: CERC), a biopharmaceutical company focused on
becoming a leader in development and commercialization of
treatments for orphan diseases and neurology, announced today that
it has closed the sale of its pediatric portfolio of assets with
AYTU BioScience, Inc. (“AYTU”) in a deal valued in excess of $43
million including the assumption of various liabilities and
product-related obligations. The consideration includes a
combination of cash and Aytu preferred stock (the “shares”)
totaling $17 million and the assumption of Cerecor’s outstanding
payment obligations payable to Deerfield CSF, LLC in the amount of
$15 million (“Deerfield Note”) and certain other liabilities in
excess of $11 million, providing non-dilutive cash generation for
Cerecor. The funds from the transaction, coupled with the removal
of the aforementioned short-term obligations, extend the runway
toward NDA submission of CERC-801 and its associated Priority
Review Voucher (PRV).
Dr. Simon Pedder, Executive Chairman of the Board, commented,
“We are pleased to have closed this deal quickly. We are moving
just as quickly to expediate our fast-to-market pipeline in orphan
diseases. The CERC-800s series have the potential to be the first
to market treatment for Congenital Disorders of Glycosylation and
will be our first approved products for commercialization.”
Deal Components
- Overall deal valued in excess of $43 million as a composite of
$17 million in cash and preferred stock ($4.5 million in cash and
12.5 million in shares of Aytu convertible preferred stock), the
assumption of the Deerfield Note of $15 million, the assignment of
the existing royalty obligations coupled with various commercial
accruals of $11 million.
- Cash has been paid, and the Shares were issued at closing; the
Shares are subject to customary lock-ups and are convertible to
common shares following Aytu stockholder approval and immediately
prior to their sale or distribution.
- The Pediatric Portfolio includes the following five product
lines: Aciphex® Sprinkle™, Cefaclor for Oral Suspension, Karbinal®
ER, Flexichamber™, Poly-Vi-Flor® and Tri-Vi-Flor™.
- Aytu plans to hire Cerecor’s Pediatric commercial
infrastructure and sales force, inclusive of hiring Matt Phillips,
Cerecor’s Chief Commercial Officer, as Aytu’s Executive Vice
President of Commercial Operations, following his separation from
Cerecor at closing.
- Aytu assumed all obligations under the Deerfield Note,
associated with the Pediatric Portfolio of products.
- Aytu assumed all contractual obligations under the existing
license agreements and the assumption of certain liabilities
associated with the Pediatric Portfolio.
About Cerecor
Cerecor Inc. (NASDAQ: CERC), a biopharmaceutical company focused
on becoming a leader in development and commercialization of
treatments for orphan diseases and neurology. The Company’s orphan
disease pipeline is led by CERC-801, CERC-802 and CERC-803
(“CERC-800 programs”), which are therapies for inborn errors of
metabolism, specifically disorders known as Congenital Disorders of
Glycosylation. The FDA granted Rare Pediatric Disease Designation
and Orphan Drug Designation (“ODD”) to all three CERC-800
compounds, thus qualifying the Company to receive a Priority Review
Voucher (“PRV”) upon approval of a new drug application (“NDA”).
The PRV may be sold or transferred an unlimited number of times.
The Company plans to leverage the 505(b)(2) NDA pathway for all
three compounds to accelerate development and approval. The Company
is also in the process of developing one other preclinical orphan
disease compound, CERC-913, for the treatment of mitochondrial DNA
Depletion Syndrome. The Company’s neurology pipeline is led by
CERC-301, a Glutamate NR2B selective, NMDA Receptor antagonist,
which Cerecor is currently exploring as a novel treatment for
orthostatic hypotension. The Company is also developing CERC-406, a
CNS-targeted COMT inhibitor for Parkinson’s Disease. Giving effect
to the Aytu asset sale, the Company will also have one marketed
product, Millipred®, an oral prednisolone indicated across a wide
variety of inflammatory conditions and indications.
For more information about Cerecor, please visit
www.cerecor.com.
Forward-Looking Statements
This 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; timing and success of trial results and
regulatory review; potential attributes and benefits of product
candidates; the expansion of Cerecor’s drug portfolio; 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:
risks that the transaction does not close or that Aytu stockholder
approval for conversion of the preferred stock is delayed or not
received; risks of owning a large amount of relatively illiquid
Aytu stock even once converted to common; drug development costs,
timing and other risks; regulatory risks; reliance on and the need
to attract, integrate and retain key personnel; Cerecor’s cash
position and the potential need for it to raise additional capital;
risks associated with acquisitions, including the need to quickly
and successfully integrate acquired assets and personnel; and those
other risks 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.
For Media and Investor Inquiries
James Harrell,Chief Commercial OfficerCerecor
Inc.jharrell@cerecor.com623.439.2220 office
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