CERECOR INC. (NASDAQ:CERC) Files An 8-K Entry into a Material Definitive Agreement

CERECOR INC. (NASDAQ:CERC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On February 3, 2020, Cerecor Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (“Investors”) for the sale by the Company of 1,306,282 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $3.98 per share (the “Offering”). The aggregate gross proceeds for the Offering are expected to be approximately $5.2 million. The closing of the Offering is expected to occur on or about February 6, 2020, subject to the satisfaction of customary closing conditions.

Funds associated with Armistice Capital, LLC, a significant shareholder of the Company, participated in the Offering.

Wedbush Securities Inc. (“Wedbush”) is acting as the exclusive placement agent in connection with the Offering. The Company has agreed to pay Wedbush a placement agent fee of approximately $110,000 for its services associated with the Offering. In addition, we have agreed to reimburse Wedbush for its reasonable out-of-pocket expenses incurred in connection with the Offering.

The net proceeds to the Company from the Offering, after deducting the placement agent’s fees and offering expenses, are expected to be approximately $5 million. The Company intends to use the net proceeds from the Offering for general corporate purposes and working capital, primarily to support the ongoing clinical development of key assets within our pipeline and to pay for recent transaction costs associated with its merger with Aevi Genomic Medicine.

The common shares sold in the Offering were offered and sold by the Company to an effective shelf registration statement on Form S-3, that was originally filed on September 27, 2019 and declared effective by the Securities and Exchange Commission (“SEC”) on October 24, 2019, and the base prospectus contained therein (File No. 333-233978) (the “Registration Statement”). The Company will file a final prospectus supplement and the accompanying prospectus with the SEC in connection with the sale of the securities.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. The form of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Purchase Agreement is subject to, and qualified in its entirety by, such agreement, which is incorporated herein by reference.

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 Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

5.1Opinion of Wyrick Robbins Yates & Ponton, LLP.

10.1Form of Securities Purchase Agreement, dated February 3, 2020.

23.1Consent of Wyrick Robbins Yates & Ponton, LLP (included in the opinion filed as Exhibit 5.1).


Cerecor Inc. Exhibit
EX-5.1 2 tm206434d3_ex5-1.htm EXHIBIT 5.1 Exhibit 5.1   February 4,…
To view the full exhibit click here

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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.

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