CERECOR INC. (NASDAQ:CERC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
CERECOR INC. (NASDAQ:CERC) Files An 8-K Entry into a Material Definitive Agreement
As previously reported, on October 10, 2019, Cerecor Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Aytu Bioscience, Inc. (“Aytu”) to sell the Company’s rights, title and interest in, assets relating to its pediatric portfolio, namely Aciphex® Sprinkle™ , Cefaclor for Oral Suspension, Karbinal™ ER, Flexichamber™ , Poly-Vi-Flor® and Tri-Vi-Flor™ (the “Acquired Assets”). On November 1, 2019, the Company and Aytu entered into the First Amendment to Asset Purchase Agreement (the “First Amendment”). The First Amendment, among other things, made certain technical changes to the Purchase Agreement, including changes to the mechanics surrounding the conversion of the shares of convertible preferred stock of Aytu the Company received under the Purchase Agreement.
On November 1, 2019, in conjunction with the closing of the Acquisition (as defined below), the Company entered into a Guarantee (the “Guarantee”) in favor of Deerfield CSF, LLC, Peter Steelman and James Flynn (the “Creditors”). As previously disclosed in the Prior 8-K (as defined below), in conjunction with the Acquisition, Aytu assumed all of the Company’s liabilities under a Membership Interest Purchase Agreement, dated February 5, 2016, between the Company and the Creditors (the “MIPA”), including payments of royalty and debt obligations totaling approximately $26 million to the Creditors. The Guarantee guarantees the payment by Aytu of the assumed liabilities to the Creditors under the MIPA.
On November 1, 2019, the Company also entered into a contribution agreement (the “Contribution Agreement”) with Armistice Capital Master Fund, Ltd. (“Armistice”) and Avadel US Holdings Inc. (“Avadel”), which governs contribution rights and obligations of the Company, Armistice and Avadel with respect to amounts that are paid by Armistice and Avadel to the Creditors under certain guarantees made by Armistice and Avadel to the Creditors. Armistice, an affiliate of the Company, is the Company’s largest stockholder and Armistice’s Chief Investment Officer, Steven Boyd, currently sits on the Company’s Board of Directors. In compliance with its policies on related party transactions, the Contribution Agreement was reviewed and approved by the Audit Committee of the Board of Directors of the Company.
The foregoing descriptions of the First Amendment, the Guarantee and the Contribution Agreement do not purport to be complete and are qualified in their entirety by reference to the First Amendment, the Guarantee and the Contribution Agreement. Copies of the First Amendment, the Guarantee and the Contribution Agreement are incorporated by reference as Exhibits 2.1, 10.1 and 10.2, respectively.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 1, 2019, the Company and Aytu completed the previously announced disposition to Aytu (the “Acquisition”) of the rights, title and interest in, the Acquired Assets, to the terms of the Purchase Agreement. The Company previously disclosed its entry into the Purchase Agreement in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 15, 2019 (the “Prior 8-K”).
to the Purchase Agreement, the Company sold and transferred, and Aytu purchased and acquired, the Acquired Assets. At closing, the Company received net proceeds of approximately $17 million in a combination of cash and convertible preferred stock and assumed certain of the Company’s liabilities, including the Company’s payment obligations payable to Deerfield CSF, LLC in the amount of $15 million and certain other liabilities in excess of $11 million.
The Company’s largest shareholder, Armistice, is also the largest shareholder of Aytu. As of November 1, 2019, Armistice beneficially owned approximately 63% of the Company’s common stock. Stephen Boyd currently sits on the Company’s Board of Directors and Aytu’s Board of Directors. In compliance with its policies on related party transactions, the Acquisition was reviewed and approved by a special committee of the Board of Directors of the Company comprised of independent directors who had no personal interests in the Acquisition.
Other than the relationship described above, no material relationship exists between the Company or any of its affiliates, directors or officers or any associate of any such director or officer, on one hand, and Aytu or its affiliates, on the other hand, other than in respect of the Purchase Agreement. to the Purchase Agreement at closing the parties entered into certain ancillary agreements including the Contribution Agreement.
The description of the Purchase Agreement contained in Item 1.01 of the Prior 8-K is incorporated herein by reference. The summary of the Purchase Agreement and the transactions contemplated thereby contained in the Prior 8-K does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement filed as Exhibit 2.1 to the Prior 8-K, which is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On November 4, 2019, the Company issued a press release announcing the closing of the Acquisition described above in Item 2.01. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained 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.
Item 9.01. Financial Statements and Exhibits.
>(d) Exhibits
Exhibit No.> Description
*Schedules and exhibits have been omitted to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.
Cerecor Inc. Exhibit
EX-2.1 2 ex21_firstamendmenttoapa.htm EXHIBIT 2.1 Exhibit Exhibit 2.1FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTThis First Amendment to Asset Purchase Agreement (this “First Amendment”) is entered into by and between Aytu Bioscience,…
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EX-2.1 2 ex21_firstamendmenttoapa.htm EXHIBIT 2.1 Exhibit Exhibit 2.1FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTThis First Amendment to Asset Purchase Agreement (this “First Amendment”) is entered into by and between Aytu Bioscience,…
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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.