Current Report Filing (8-k)
February 04 2020 - 8:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) February 3, 2020
CERECOR INC.
(Exact name of registrant as specified
in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-37590
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45-0705648
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(Commission File
Number)
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(IRS Employer
Identification No.)
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540 Gaither Road, Suite 400, Rockville,
Maryland 20850
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including
area code (410) 522-8707
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value
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CERC
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Nasdaq Capital Market
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of
this chapter).
Emerging
Growth Company x
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
Item 1.01 Entry into a Material Definitive Agreement.
On February 3, 2020, Cerecor Inc. (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (“Investors”)
for the sale by the Company of 1,306,282 shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), at a purchase price of $3.98 per share (the “Offering”). The aggregate gross proceeds for the Offering
are expected to be approximately $5.2 million. The closing of the Offering is expected to occur on or about February 6, 2020, subject
to the satisfaction of customary closing conditions.
Funds associated with Armistice Capital, LLC, a significant
shareholder of the Company, participated in the Offering.
Wedbush Securities Inc. (“Wedbush”)
is acting as the exclusive placement agent in connection with the Offering. The Company has agreed to pay Wedbush a placement agent
fee of approximately $110,000 for its services associated with the Offering. In addition, we have agreed to reimburse Wedbush for its reasonable
out-of-pocket expenses incurred in connection with the Offering.
The net proceeds to the Company from the
Offering, after deducting the placement agent’s fees and offering expenses, are expected to be approximately $5 million.
The Company intends to use the net proceeds from the Offering for general corporate purposes and working capital, primarily to
support the ongoing clinical development of key assets within our pipeline and to pay for recent transaction costs associated with
its merger with Aevi Genomic Medicine.
The common shares sold in the Offering were
offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, that was originally filed on
September 27, 2019 and declared effective by the Securities and Exchange Commission (“SEC”) on October 24, 2019, and
the base prospectus contained therein (File No. 333-233978) (the “Registration Statement”). The Company will file a
final prospectus supplement and the accompanying prospectus with the SEC in connection with the sale of the securities.
The representations, warranties and covenants
contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such
representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase
Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be
viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with
this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any
other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and
warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected
in public disclosures. The form of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing
summary of the terms of the Purchase Agreement is subject to, and qualified in its entirety by, such agreement, which is incorporated
herein by reference.
A copy of the opinion of Wyrick Robbins
Yates & Ponton LLP relating to the legality of the issuance and sale of the common stock in the Offering is attached as
Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CERECOR INC.
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Date: February 4, 2020
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/s/
Joseph M. Miller
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Joseph M. Miller
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Chief Financial Officer
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