CERECOR INC. (NASDAQ:CERC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On February12, 2018, Cerecor Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Avadel US Holdings,Inc. (“Avadel”), Avadel Pharmaceuticals (USA),Inc., Avadel Pediatrics,Inc., Avadel Therapeutics, LLC and Avadel Pharmaceuticals PLC (collectively, the “Sellers”) to purchase and acquire all rights in the Sellers’ pediatric products. The Company will pay a nominal cash payment for the acquired assets, and assume certain of Avadel’s financial obligations to Deerfield CSF, LLC, which include a $15 million loan due in January2021 and certain royalty obligations through February2026. The transaction is expected to close in February2018.
The Purchase Agreement includes customary representations, warranties and covenants of the Company and the Sellers, including provisions that require the Company to indemnify the Sellers for losses resulting from any breach by the Company of its representations, warranties or covenants in the Purchase Agreement.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which will be filed as an Exhibitto the Company’s Quarterly Report on Form10-Q for the period ending on March31, 2018.
In connection with entering into the Purchase Agreement, at closing the Company will enter into a licensing and development agreement with Flamel Ireland Limited (“Avadel Ireland”), a subsidiary of Avadel (the “Development Agreement”), under which Avadel Ireland will develop and provide the Company with four stable product formulations utilizing its proprietary LiquiTime® and Micropump® technology. The Company will reimburse Avadel Ireland for any costs associated with the development of these products in excess of $1.0 million in the aggregate. Upon transfer of the product formulations, the Company will assume all remaining development and regulatory costs. Once approved and marketed, the Company will pay Avadel Ireland royalties on net sales of such products.
The Development Agreement will include customary representations, warranties and covenants of the Company and Avadel Ireland, including provisions that require the Company to indemnify Avadel Ireland for losses resulting from any breach by the Company of the Development Agreement.
The foregoing description of the Development Agreement is qualified in its entirety by reference to the complete text of the Development Agreement, a copy of which will be filed as an Exhibitto the Company’s Quarterly Report on Form10-Q for the period ending on March31, 2018.
ThePurchase Agreement and the Development Agreement contain representations and warranties that the parties made to, and are solely for the benefit of, each other. Investors and security holders should not rely on the representations and warranties as characterizations of the actual state of facts, since they were made only as of the date of the Purchase Agreement and the Development Agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Purchase Agreement or the Development Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Item 1.01. Regulation FD Disclosure.
On February12, 2018, the Company issued press releases announcing entering into the Purchase Agreement described above in Item 1.01. A copy of the press release is furnished herewith as Exhibits 99.1 to this Current Report on Form8-K and is incorporated herein by reference.