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

Item 5.

Interest in Securities of the Issuer.

(a) – (d)

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 3,360,000 Shares, constituting 23.9% of the Shares, based upon 14,081,453 Shares outstanding as of the date hereof.  Each of the Reporting Persons has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 3,360,000 Shares.  Each of the Reporting Persons has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 3,360,000 Shares.  Other than the Shares acquired pursuant to the Securities Purchase Agreement (as summarized in Item 4 above), all Shares beneficially owned by the Reporting Persons were purchased in open market transactions.

The transactions in the Shares by the Reporting Persons during the past sixty days are set forth on Exhibit B.

(e)

N/A

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described in Item 4 above and/or incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.