Cerecor Inc. (NASDAQ:CERC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
placement with Armistice Capital Master Fund Ltd (Armistice),
Cerecor Inc. (the Company) issued to Armistice shares of the
Companys newly-created Series A Convertible Preferred Stock (Series
A Preferred Stock). to the Certificate of Designation of
Preferences, Rights and Limitations of the Series A Preferred
Stock, as long as Armistice maintains beneficial ownership of at
least 13% of the Companys outstanding stock, Armistice, exclusively
and as a separate class, is entitled to designate two directors
(the Series A Directors) to the Companys board of directors (the
Board). On May 12, 2017, the Board, upon the recommendation of the
Nominating and Corporate Governance Committee of the Board,
appointed Steven Boyd and Peter Greenleaf to the Board as the
Series A Directors. Mr. Boyd will serve as a Class III director,
continuing in office until the 2018 annual meeting of stockholders,
and will also serve as a member of the Nominating and Corporate
Governance Committee of the Board. Mr. Greenleaf will serve as a
Class I director, continuing in office until the 2019 annual
meeting of stockholders, and will also serve as a member of the
Compensation Committee of the Board.
LLC, the investment manager of Armistice. He founded Armistice
Capital in 2012, which was named best new hedge fund by Hedge
Funds Review the following year. Prior to Armistice, Mr. Boyd was
an analyst at Senator Investment Group and York Capital. He
started his career at McKinsey Company. Mr. Boyd received a B.S.
in Economics (with a concentration in Finance) and a B.A. in
Political Science from The Wharton School of the University of
Pennsylvania. Our Board believes that Mr. Boyds extensive
experience as an investor in biopharmaceutical companies will
make him a valuable member of the Board.
Companys other directors or executive officers.
member of the board of directors of Sucampo Pharmaceuticals, Inc.
(NASDAQ: SCMP), positions he has held since March 2014. Prior to
joining Sucampo, from June 2013 to March 2014, Mr. Greenleaf served
as Chief Executive Officer and a member of the board of directors
of Histogenics Corporation, a regenerative medicine company. Prior
to joining Histogenics, from 2006 to 2013, Mr. Greenleaf was
employed by MedImmune LLC, the global biologics arm of AstraZeneca,
where he most recently served as President. From January 2010 to
June 2013, Mr. Greenleaf also served as President of MedImmune
Ventures, a wholly owned venture capital fund within the
AstraZeneca Group. He is also a member of the board of directors of
the Biotechnology Industry Organization (BIO), where he serves on
the Governing Boards of the Emerging Companies and Health Sections.
Mr. Greenleaf earned a bachelors degree from Western Connecticut
State University and a masters degree in business administration
from St. Josephs University. Our Board believes that Mr. Boyds
extensive experience in strategic planning and drug development at
several biopharmaceutical companies will make him a valuable member
of the Board.
the Companys other directors or executive officers.
Mr. Boyd’s and Mr. Greenleaf’s appointment to the Board. A copy
of this press release is furnished herewith as Exhibit 99.1 to
this Current Report. The information in this Item 7.01 of this
Current Report on Form 8-K (including Exhibit 99.1) is being
furnished and shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that
Section. The information in this Current Report shall not be
deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
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Exhibit No.
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Description
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99.1
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Press Release, dated May 15, 2017, entitled Cerecor
Inc. appoints Steven Boyd and Peter Greenleaf to Board of Directors. |
About Cerecor Inc. (NASDAQ:CERC)
Cerecor, Inc. is a clinical stage biopharmaceutical company. The Company is engaged in developing drug candidates for patients with neurological and psychiatric disorders. The Company has a portfolio of clinical and preclinical compounds that it is developing for a range of indications, including CERC-301, which is an adjunctive treatment for major depressive disorder (MDD); CERC-501, which is for substance use disorders and adjunctive treatment of MDD, and CERC-406, which is for the treatment of cognitive impairment. The Company owns the rights to its COMTi platform. Catechol O methyltransferase (COMT) is an enzyme critical for the inactivation and metabolism of dopamine and its inhibition in the brain has applicability in treating subjects with neuropsychiatric conditions, including MDD, schizophrenia, Parkinson’s disease and pathological gambling. Its COMTi platform comprises COMT inhibitors with selectivity for membrane bound COMT, which is the dominant form of COMT. Cerecor Inc. (NASDAQ:CERC) Recent Trading Information
Cerecor Inc. (NASDAQ:CERC) closed its last trading session down -0.030 at 0.770 with 880,946 shares trading hands.
