Cerecor Inc. Announces Pricing of $36.4 Million Public Offering of Common Stock and Pre-Funded Warrants
January 07 2021 - 10:03PM
Cerecor Inc. (Nasdaq: CERC), a biopharmaceutical company focused on
becoming a leader in development and commercialization of
treatments for rare pediatric and orphan diseases, announced today
that it has entered into an underwriting agreement with Jefferies
LLC under which the underwriters agreed to purchase, on a firm
commitment basis, 12,323,077 shares of common stock of the Company,
at a public offering price of $2.60 per share (the “Public Offering
Price”). In addition, and in lieu of common stock, the Company is
offering to a certain existing investor pre-funded warrants to
purchase up to an aggregate of 1,676,923 shares of common stock at
a purchase price of $2.599 per pre-funded warrant, which represents
the per share public offering price for the common stock less the
$0.001 per share exercise price for each pre-funded warrant. The
offering is expected to close on or about January 12, 2021, subject
to customary closing conditions.
Jefferies is acting as the sole book-running
manager for the offering and Oppenheimer & Co. is acting as
lead manager for the offering.
The Company also has granted to the underwriters
a 30-day option to purchase up to an additional 2,100,000 shares of
common stock at the Public Offering Price to cover over-allotments
in the sales of the securities, if any. The gross proceeds to
Cerecor from this offering, before deducting underwriting discounts
and commissions and estimated offering expenses and excluding any
exercise of the underwriters’ option to purchase additional shares
of common stock, are expected to be approximately $36.4 million.
Assuming the full exercise of the over-allotment option, total
gross proceeds to Cerecor would be approximately $41.9 million.
Cerecor intends to use the net proceeds of the offering for general
corporate purposes and working capital, primarily to support the
ongoing clinical development of key assets within its pipeline and
for general and administrative expenses.
The securities described above are being offered
by Cerecor pursuant to an effective shelf registration statement on
Form S-3 (File No. 333-233978), previously filed with the U.S.
Securities and Exchange Commission (the “SEC”) on September 27,
2019 and declared effective on October 24, 2019, and the
accompanying prospectus contained therein. The offering of
securities is being made only by means of a prospectus, including a
prospectus supplement, forming a part of the effective registration
statement. A final prospectus supplement and the accompanying
prospectus relating to and describing the terms of the offering
will be filed with the SEC. Copies of the final prospectus
supplement and the accompanying prospectus relating to this
offering may be obtained on the SEC’s website at http://www.sec.gov
or by contacting Jefferies LLC at 520 Madison Avenue, 2nd Floor,
New York, NY 10022, Attention: Equity Syndicate Prospectus
Department, by e-mail at prospectus_department@jefferies.com or by
calling (877) 547-6340.
Before investing in the offering, you should
read in their entirety the prospectus supplement and the
accompanying prospectus and the other documents that Cerecor has
filed with the SEC that are incorporated by reference in the
prospectus supplement and the accompanying prospectus, which
provide more information about Cerecor and the offering.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or 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
jurisdiction.
About Cerecor Inc.
Cerecor is a biopharmaceutical company focused
on becoming a leader in the development and commercialization of
treatments for rare and orphan diseases. The company is advancing
its clinical-stage pipeline of innovative therapies that address
unmet patient needs within rare and orphan diseases. The company's
rare disease pipeline includes CERC-801, CERC-802 and CERC-803,
which are in development for congenital disorders of glycosylation
and CERC-006, an oral mTORc1/c2 inhibitor in development for the
treatment of complex lymphatic malformations. The company is also
developing two monoclonal antibodies, CERC-002, and CERC-007.
CERC-002 targets the cytokine LIGHT (TNFSF14) and is in clinical
development for treatment of severe pediatric-onset Crohn's
disease, and COVID-19 acute respiratory distress syndrome. CERC-007
targets the cytokine IL-18 and is in clinical development for the
treatment of Still’s disease (adult-onset Still’s disease (AOSD)
and systemic juvenile idiopathic arthritis (sJIA)), and multiple
myeloma (MM). CERC-006, 801, 802 and 803 have all received Orphan
Drug Designation and Rare Pediatric Disease Designation, which
makes all four eligible for a priority review voucher upon FDA
approval.
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,” “might,” “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 completion of the public offering, the development of
product candidates or products; timing and success of trial results
and regulatory review; potential attributes and benefits of product
candidates; 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: drug development costs, timing and other
risks, including reliance on investigators and enrollment of
patients in clinical trials, which might be slowed by the COVID-19
pandemic; regulatory risks; Cerecor's cash position and the
potential need for it to raise additional capital; general economic
and market risks and uncertainties, including those caused by the
COVID-19 pandemic; 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 HarrellInvestor RelationsChief Commercial OfficerCerecor
Inc.jharrell@cerecor.com623.439.2220 office
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