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

ME Staff 8-k

7 years ago

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 OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (c)and (e)

Effective March27, 2018 (the “Effective Date”), Cerecor Inc. (the “Company”) appointed Peter Greenleaf as Chief Executive Officer of the Company, and as such he will serve as the Company’s principal executive officer. Mr.Greenleaf has served on the Company’s board of directors (the “Board”) since Mayof 2017 and will remain on the Board going forward. Because Mr.Greenleaf will be an employee of the Company, he is stepping off of the Audit Committee and Compensation Committee and independent director Isaac Blech will take his place on the Audit Committee and independent director Phil Gutry will take his place on the Compensation Committee.

Until February2018, Mr.Greenleaf, age 46, served as Chief Executive Officer and is a member of the board of directors of Sucampo Pharmaceuticals,Inc. (NASDAQ: SCMP), positions he held since March2014. Sucampo was focused on the development and commercialization of medicines to meet major unmet medical needs of patients worldwide and was sold in February2018 to Mallincrodt PLC. From June2013 to March2014, Mr.Greenleaf served as Chief Executive Officer and a member of the board of directors of Histogenics Corporation, a regenerative medicine company. 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 January2010 to June2013, Mr.Greenleaf also served as President of MedImmune Ventures, a wholly owned venture capital fund within the AstraZeneca Group. Prior to serving as President of MedImmune, Mr.Greenleaf was Senior Vice President, Commercial Operations of that company, responsible for its commercial, corporate development and strategy functions. Mr.Greenleaf has also held senior commercial roles at Centocor Biotech,Inc. (now Jansen Biotechnology, Johnson& Johnson) from 1998 to 2006, and at Boehringer Mannheim G.m.b.H. (now Roche Holdings) from 1996 to 1998. Mr.Greenleaf currently chairs the Maryland Venture Fund Authority, whose vision is to oversee implementation of InvestMaryland, a public-private partnership to spur venture capital investment in the state. 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 M.B.A degree from St. Joseph’s University and a B.S. degree from Western Connecticut State University.

Mr.Greenleaf has no familial relationships with any executive officer or director of the Company. There have been no transactions in which the Company has participated and in which Mr.Greenleaf had a direct or indirect material interest that would be required to be disclosed under Item 404(a)of Regulation S-K.

In connection with Mr.Greenleaf’s appointment to CEO, the Company and Mr.Greenleaf entered into an employment agreement. Mr.Greenleaf’s base salary under the employment agreement is initially $600,000 per year, subject to review and adjustment by the Board from time to time. Mr.Greenleaf is eligible for an annual discretionary cash bonus with a target of 60% of his base salary and the possibility of over-achievement as determined by the Board, subject to his achievement of any applicable performance targets and goals established by the Board. to the employment agreement, the Company granted Mr.Greenleaf three equity awards as follows: (i)restricted stock units for 400,000 shares of Company common stock vesting in four equal annual increments based on continued employment, with the tax burden of the first anniversary’s vesting to be covered by the Company; (ii)an option to purchase 500,000 shares of Company common stock vesting 25% on the first anniversary of the Effective Date and 1/48th per month thereafter, with an exercise price equal to $4.24, the market value on the date of grant; and (iii)an option to purchase 500,000 additional shares of Company common stock vesting 50% upon the Company’s common stock closing at or above $12.50 per share (adjusted for any stock splits or the like) for three consecutive days, with an exercise price equal to $4.24, the market value on the date of grant. In order to comply with NASDAQ listing rules, these grants are subject to

stockholder approval of an amendment to the Company’s 2016 Equity Incentive Plan to increase the number of shares issuable thereunder.

Mr.Greenleaf is eligible to participate in the Company’s other employee benefit plans as in effect from time to time on the same basis as are generally made available to other senior executives of the Company.

In the event that Mr.Greenleaf’s employment is terminated by the Company without “Cause” or by Mr.Greenleaf for “Good Reason” (each as defined in his employment agreement), in each case subject to Mr.Greenleaf entering into and not revoking a separation agreement in a form acceptable to the Company, Mr.Greenleaf will be eligible to receive:

· full vesting of all unvested equity grants; and

· if he timely elects and remains eligible for continued coverage under COBRA, the COBRA premiums necessary to continue the health insurance coverage in effect for Mr.Greenleaf and his covered dependents prior to the date of termination, until the earliest of (x)the maximum number of months allowed under COBRA after Mr.Greenleaf’s termination; (y)expiration of Mr.Greenleaf’s continuation coverage under COBRA; or (z)the date when Mr.Greenleaf is eligible for substantially equivalent health insurance.

Subject to any termination, Mr.Greenleaf will be subject to a confidentiality covenant, a 12-month non-competition covenant, and a 12-month non-solicitation and non-interference covenant.

The foregoing summary of the material terms of Mr.Greenleaf’s employment agreement is qualified in its entirety by reference to the complete text of the employment agreement, a copy of which is filed as Exhibit10.1 hereto and is incorporated herein by reference.

Effective March27, 2018, the Company’s President, Chief Operating Officer, Robert C. Moscato,Jr., resigned in his capacity of President and Chief Operating Officer of the Company. Mr.Moscato was serving as the Company’s principal executive officer. Mr.Moscato’s resignation was not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01. Regulation FD Disclosure.

On March28, 2018, the Company issued press releases announcing Mr.Greenleaf’s appointment described above in Item 5.02. A copy of the press release is furnished herewith as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.

The information contained in this Item 7.01 of this Current Report on Form8-K (including Exhibit99.1) is being furnished and shall not be deemed “filed” for purposes of Section18 of 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Cerecor Inc. ExhibitEX-10.1 2 a18-9437_1ex10d1.htm EX-10.1 Exhibit 10.1 400 East Pratt Street Suite 606 Baltimore,…To view the full exhibit click here
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.