CERC Cerecor Inc

41,328,000

41,328,000

41,328,000

41,328,000

41,328,000

41,740,442

Armistice Capital is an investment adviser registered with the Securities and Exchange Commission 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.

The funds for the purchase of the 41,328,000 Shares beneficially owned by the Armistice Capital 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 “SMA”). 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 40,200,000 Shares directly owned by the Master Fund came from its working capital. 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 41,740,442 Shares beneficially owned by Mr. Boyd came from the working capital of the Master Fund (including amounts attributable to in-kind distributions of Shares previously made by the Master Fund) and the SMA. 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 Reporting Persons are filing this Schedule 13D/A to report a change in their respective beneficial ownership percentages of the Shares resulting from an increase in the Issuer’s outstanding Shares.

Further, on June 9, 2020, the Master Fund and Mr. Boyd entered into separate lock-up agreements (together, the “Lock-Up Agreements”) with Oppenheimer & Co. Inc., as representative for several underwriters (the “Representative”, and collectively with such other underwriters, the “Underwriters”) of a public offering of Shares by the Issuer.

Pursuant to the Lock-Up Agreements, the Master Fund and Mr. Boyd agreed that, subject to certain limited exceptions set forth in the Lock-Up Agreements, for the period commencing on June 9, 2020 and ending 90 days following the date of the underwriting agreement between the Issuer and the Underwriters (such period, the “Lock-Up Period”), they will not directly or indirectly: (i) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any Shares or any securities convertible into or exercisable or exchangeable for Shares currently beneficially owned by them on or after June 9, 2020 (the “Lock-Up Securities”); or (ii) enter into any swap, hedge or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, or publicly announce an intention to do any of the foregoing. In addition, the Master Fund and Mr. Boyd agreed that they will not make any demand for, or exercise any right with respect to, the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares during the Lock-Up Period without the prior written consent of the Representative.

 Mr. Boyd currently serves as a member of the Issuer’s board of directors (the “Board”).

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, 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.

As of the date hereof, Armistice Capital may be deemed to be the beneficial owner of 41,328,000 Shares, constituting 49.8% of the Shares, based upon 83,045,967 Shares outstanding as of the date hereof, as adjusted for warrants and convertible preferred stock of the Issuer beneficially owned by Armistice Capital. Armistice Capital has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 41,328,000 Shares. Armistice Capital has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 41,328,000 Shares.

As of the date hereof, the Master Fund may be deemed to be the direct owner of 40,200,000 Shares, constituting 48.4% of the Shares, based upon 83,045,967 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 40,200,000 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 40,200,000 Shares.

As of the date hereof, Mr. Boyd may be deemed to be the beneficial owner of 41,740,442 Shares, constituting 50.3% of the Shares, based upon 83,045,967 Shares outstanding as of the date hereof, as adjusted for warrants and convertible preferred stock of the Issuer beneficially owned by Mr. Boyd. Mr. Boyd has the sole power to vote or direct the vote of 412,442 Shares and the shared power to vote or direct the vote of 41,328,000 Shares. Mr. Boyd has the sole power to dispose or direct the disposition of 412,442 Shares and the shared power to dispose or direct the disposition of 41,328,000 Shares.

The transactions in the Shares by the Reporting Persons during the past sixty days are set forth on Exhibit B.

N/A

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. 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 herein or in a prior Schedule 13D filed by the Reporting Persons in respect of the Issuer.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in the Shares

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director

/s/ Steven Boyd

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director

/s/ Steven Boyd