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

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.

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(d) Appointment of Simon C. Pedder, Ph.D. to the Board

On April6, 2018, the board of directors (the “Board”) of Cerecor Inc. (the “Company”) appointed Simon C. Pedder, Ph.D. to the Board. Dr.Pedder will serve as a ClassIII director.

Dr.Pedder, age 57, currently serves as the Chief Business and Strategy Officer, Proprietary Products at Athenex,Inc (NASDAQ: ATNX), a global biopharmaceutical company dedicated to the discovery, development, and commercialization of novel therapies for treatment of cancer. Dr.Pedder has had a long career in drug development including recent leadership roles as President and CEO of Cellectar Biosciences from April2014 to June2015, and President and CEO of Chelsea Therapeutics from May2004 to July2012. Previously he was Vice President of Oncology Pharma Business at Hoffmann-LaRoche, Life Cycle Leader and Global Project Leader of Pegasys/IFN and Head of Hepatitis Franchise at Hoffmann-LaRoche, and Vice President and Head of Drug Development at Shearwater Corporation. Formerly, he was on faculty in the Department of Pharmacology in the College of Medicine at the University of Saskatchewan, where he obtained his Ph.D. in Pharmacology. In addition, Dr.Pedder obtained a Master of Science in Toxicology from Concordia University, a Bachelor of Science in Environmental Studies from the University of Waterloo, and completed the Roche-sponsored Pharmaceutical Executive Management Program at Columbia Business School.

There are no arrangements or understandings between Dr.Pedder and any other person to which he was selected as a director of the Company, and there is no family relationship between Dr.Pedder and any of the Company’s other directors or executive officers. Dr.Pedder will be eligible for Board compensation to the Company’s Non-Employee Director Compensation Plan.

There are no related party transactions between Dr.Pedder and the Company, and the Board believes that Dr.Pedder satisfies the independence requirements of Rule5605(a)(2)of the NASDAQ Stock Market listing rulesand Rule10A-3 under the Securities Exchange Act of 1934, as amended.

(e) Employment Agreement of Matthew Phillips, Chief Commercial Officer

On April5, 2018, the Company entered into an employment agreement with its Chief Commercial Officer, Matthew V. Phillips, which was effective as of the date of his appointment, or January22, 2018.

Mr.Phillips’ base salary under the employment agreement is initially $295,000 per year, subject to review and adjustment by the Board from time to time. Mr.Phillips is eligible for an annual discretionary annual bonus with a target of 35% of his base salary that may consist of cash and/or grants of equity awards of the Company.

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

· full vesting of options awarded by the Company; 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.Phillips and his covered dependents prior to the date of termination, until the earliest of (x)the first anniversary of his termination, (y)expiration of Mr.Phillips’ continuation coverage under COBRA, or (z)the date when Mr.Phillips is eligible for substantially equivalent health insurance.

Subsequent to any termination, Mr.Phillips will be subject to a confidentiality covenant, a six-month non-competition covenant, and a one-year non-solicitation and non-interference covenant.

The foregoing summary of the material terms of Mr.Phillips’ 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.

Item 7.01. Regulation FD Disclosure.

On April9, 2018, the Company issued press releases announcing Dr.Pedder’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. Exhibit
EX-10.1 2 a18-9833_1ex10d1.htm EX-10.1 Exhibit 10.1       400 East Pratt Street   Suite 606   Baltimore,…
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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.

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