SUPPLEMENT TO PROXY STATEMENT for the ANNUAL MEETING OF
STOCKHOLDERS

To the Stockholders of Cerecor Inc.:

This supplement to proxy statement (the Supplement) supplements
the proxy statement dated May 23, 2017 (the Proxy Statement)
previously sent to stockholders in connection with the
solicitation by the Board of Directors of Cerecor Inc. (the
Company) of proxies to be voted at the Companys Annual Meeting of
Stockholders to be held on Friday, June 30, 2017 at 10:00am local
time at the offices of Cooley LLP, 1114 Avenue of the Americas,
New York, New York 10036.

THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY
STATEMENT.

The purpose of this Supplement is to clarify the voting
requirements to approve Proposal 4 To approve a series of
alternate amendments to the Companys Amended and Restated
Certificate of Incorporation to effect, at the option of the
Board of Directors, a reverse stock split of the Companys common
stock at a reverse stock split ratio ranging from one-for-two
(1:2) to one-for-ten (1:10), inclusive, with the effectiveness of
one of such amendments and the abandonment of the other
amendments, or the abandonment of all amendments, to be
determined by the Board of Directors prior to the date of the
2018 Annual Meeting of Stockholders (Proposal 4 or the Reverse
Split Proposal) and Proposal 5 To approve a series of alternate
amendments to the Companys Amended and Restated Certificate of
Incorporation to effect, if and only if the Reverse Split
Proposal is both approved and implemented, a reduction in the
total number of authorized shares of the Companys common stock as
illustrated in the table under the caption Effects of Authorized
Shares Reduction in the section of the Proxy Statement entitled
Approval of Reduction in the Number of Authorized Shares of
Common Stock (Proposal 5 or the Authorized Shares Reduction
Proposal).

As described in the Proxy Statement, stockholder approval of each
of Proposal 3 and Proposal 4 requires the affirmative vote of a
majority of the outstanding shares of the Company on the record
date. This Supplement clarifies that, because we believe that
Proposal 4 and Proposal 5 are deemed routine matters by the rules
of the New York Stock Exchange, if you are a beneficial owner and
do not instruct your broker, bank, or other agent how to vote
your shares, brokers and nominees may>use their discretion to
vote your shares on Proposal 4 and Proposal 5.

Supplement to Proxy Statement

The last sentence under Beneficial Owner: Shares Registered in
the Name of Broker or Bank>on page 3 of the Proxy Statement is
deleted in its entirety and replaced to read as follows: In
addition, your broker or nominee has discretion to vote your
shares on Proposal 4 (the Reverse Split Proposal) and Proposal 5
(the Authorized Shares Reduction Proposal) even in the absence of
your instruction. We do not expect any broker non-votes on
Proposal 2 (the ratification of Ernst Young LLP as the Companys
independent registered public accounting firm of the Company for
the fiscal year ending December 31, 2017), Proposal 4 (the
Reverse Split Proposal) and Proposal 5 (the Authorized Shares
Reduction Proposal).

The table under How many votes are needed to approve each
proposal?>on page 5 of the Proxy Statement is deleted in its
entirety and replaced to read as follows:

The last sentence under Required Vote>on page 29 is deleted in
its entirety and replaced with: As this proposal is a routine
matter, we do not expect any broker non-votes.

The last sentence under Required Vote>on page 31 is deleted in
its entirety and replaced with: As this proposal is a routine
matter, we do not expect any broker non-votes.