13D Filing: Armistice Capital and Cerecor Inc (CERC)

CUSIP No.

15671L109

Item 1.

Security and Issuer.

The name of the issuer is Cerecor Inc., a Delaware corporation (the “Issuer”).  The address of the Issuer’s principal executive offices is 400 E. Pratt Street, Suite 606, Baltimore, Maryland 21202.  This Amendment No. 1 to Schedule 13D relates to the Issuer’s Common Stock, $0.001 par value (the “Shares”).

Item 2.

Identity and Background.

(a), (f)

The persons filing this statement are Armistice Capital, LLC, a Delaware limited liability company (“Armistice Capital”), Armistice Capital Master Fund, Ltd., a Cayman Islands corporation (the “Master Fund”), and Steven Boyd, a United States citizen (“Mr. Boyd”, and collectively with Armistice Capital and the Master Fund, the “Reporting Persons”).

(b), (c)

Armistice Capital is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) that is principally engaged in the business of providing investment management services to private investment vehicles, including the Master Fund. The principal business address of Armistice Capital is 510 Madison Avenue, 22^nd Floor, New York, New York 10022.

The Master Fund is principally engaged in the business of investing in securities.  The principal business address of the Master Fund is c/o dms Corporate Services Ltd., 20 Genesis Close, P.O. Box 314, Grand Cayman KY1-1104, Cayman Islands.  The board of directors of the Master Fund consists of Steven Boyd, Kevin A. Phillip and Gregory S. Bennett.

Steven Boyd is the managing member of Armistice Capital and a director of the Master Fund.  Mr. Boyd’s business address is 510 Madison Avenue, 22^nd Floor, New York, New York 10022.

(d)

None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

The funds for the purchase of the 3,360,000 Shares beneficially owned by the Reporting Persons came from working capital of the Master Fund, which is the direct owner of the Shares.  The net investment costs (including commissions, if any) of the Shares beneficially owned by the Reporting Persons is approximately $5,535,792; provided, however, that such amount includes the acquisition of Series A Convertible Preferred Stock and warrants of the Issuer that are not yet beneficially owned by the Reporting Persons since their conversion and exercise into Shares is subject to shareholder approval (as discussed in Item 4 below).  No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.