CERECOR INC. (NASDAQ:CERC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Warrant Exchange
On December27, 2018, Cerecor Inc. (the “Company”) exchanged a common stock warrant issued on April27, 2017 to Armistice Capital Master Fund Ltd. (“Armistice”), a significant stockholder of the Company, for the purchase of up to 14,285,714 shares of the Company’s common stock with an exercise price of $0.40 per share for a warrant (the “Exchanged Warrant”) to purchase up to 2,857,143 shares of the Company’s newly designated SeriesB Non-Voting Convertible Preferred Stock (the “SeriesB Preferred Stock”) with an exercise price of $2.00 per share. The terms, including the economic terms, of the Exchanged Warrant and the prior common stock warrant are identical other than the stock underlying each warrant.
Securities Purchase Agreement
Also on December27, 2018, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Armistice to which the Company issued warrants to purchase 4,000,000 shares of common stock of the Company with a term of 5-1/2 years and an exercise price of $12.50 per share (the “New Warrant”). In exchange for issuing the New Warrant, Armistice agreed to early exercise of the Exchanged Warrant and acquired an aggregate of 2,857,143 shares of the SeriesB Preferred Stock and paid the Company approximately $5.7 million for such shares. The Company intends to use the proceeds for general corporate purposes.
The Securities Purchase Agreement contains customary representations and warranties of the Company and the Buyer.
No placement agent or underwriter was involved in the offering.
The New Warrant was issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section4(a)(2)thereof. The New Warrant or the shares of Common Stock underlying the New Warrant may not be offered or sold in the United States absent registration or exemption from registration under the Securities Act and any applicable state securities laws.
Registration Rights Agreement
In connection with the Securities Purchase Agreement, the Company entered into a Registration Rights Agreement with the Buyer, dated December27, 2018 (the “Registration Rights Agreement”). to the Registration Rights Agreement, the Company has agreed to file a registration statement registering for resale the shares of common stock underlying the New Warrant. The Company has agreed to file such registration statement within 30 days of the Closing Date (as defined in the Securities Purchase Agreement).
The foregoing descriptions of the Exchanged Warrant, the New Warrant, the Securities Purchase Agreement and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the Exchanged Warrant, the New Warrant, the Securities Purchase Agreement and the Registration Rights Agreement, which are attached hereto as Exhibits 4.1, 4.2, 10.1 and 10.2, and are incorporated herein by reference.
The information contained in this Current Report on Form8-K is not an offer to sell or the solicitation of an offer to buy shares of our Common Stock or any other securities of the Company.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December26, 2017, we filed a Certificate of Designation for the SeriesB Non-Voting Convertible Preferred Stock with the Delaware Secretary of State classifying and designating the rights, preferences and privileges of the SeriesB Preferred Stock. The Preferred Stock converts to shares of common stock on a 1 for 5 ratio and holds no voting rights.
The Certificate of Designation is attached hereto as Exhibit3.1 and is incorporated herein by reference. The foregoing description of the Certificate of Designation of SeriesB Non-Voting Convertible Preferred Stock is not complete and is qualified in its entirety by reference to Exhibit3.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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ExhibitNo. |
Description |
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3.1 |
Certificate of Designation of SeriesB Non-Voting Convertible Preferred Stock of Cerecor Inc., filed with the Delaware Secretary of State on December26, 2018. |
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4.1 |
Exchanged Warrant issued to Armistice Capital Master Fund Ltd. on December27, 2018. |
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4.2 |
New Warrant issued to Armistice Capital Master Fund Ltd. on December27, 2018. |
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10.1 |
Securities Purchase Agreement, dated December27, 2018, between Cerecor Inc. and Armistice Capital Master Fund Ltd. |
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10.2 |
Registration Rights Agreement, dated December27, 2018, between Cerecor Inc. and Armistice Capital Master Fund Ltd. |
Cerecor Inc. Exhibit
EX-3.1 2 a18-42127_1ex3d1.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK OF CERECOR INC. Pursuant to Section 151 of the Delaware General Corporation Law Cerecor Inc.,…
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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.
