CERECOR INC. (NASDAQ:CERC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On March5, 2019, Cerecor Inc. (the “Company”) entered into an underwriting agreement with H.C. Wainwright& Co., LLC (“Wainwright”), which was amended and restated on March6, 2019 (as amended and restated, the “Underwriting Agreement”). to the Underwriting Agreement, the Company agreed to sell 1,818,182 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to Wainwright at an offering price to the public of $5.50 per share. In addition, to the Underwriting Agreement, the Company has granted Wainwright a 45-day option to purchase up to an additional 272,727 of Common Stock at the same offering price to the public.
The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary indemnification by each of the Company and Wainwright against certain liabilities and customary contribution provisions in respect of those liabilities.
The offering is anticipated to close on or about March8, 2019.
Wainwright acted as the sole book-running manager for the offering. We paid Wainwright an underwriting discount equal to 7% of the gross proceeds of the offering and a management fee equal to 0.5% of the gross proceeds of the offering, along with expense reimbursement of $75,000.
The sale of the Common Stock was made to the Company’s Registration Statement onFormS-3(Registration No.333-214507), including a prospectus supplement dated March6, 2019 to the prospectus contained therein dated December7, 2016, filed by the Company with the Securities and Exchange Commission to Rule424(b)(5)under the Securities Act of 1933, as amended.
A copy of the opinion of Wyrick Robbins Yates& Ponton LLP relating to the legality of the issuance and sale of the Common Stock in the offering is attached as Exhibit5.1 hereto.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit1.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Cerecor Inc. Exhibit
EX-1.1 2 a19-5873_5ex1d1.htm EX-1.1 Exhibit 1.1 1,…
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.
