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 30,155,584 Shares, constituting 74.8% of the Shares, based upon 40,340,571
Shares outstanding as of the date hereof as adjusted for the Warrants beneficially owned by the Reporting Persons. 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
30,155,584 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 30,155,584 Shares. Other than the Shares beneficially owned by the Reporting Persons
pursuant to the Securities Purchase Agreement (as summarized in Item 4 above), the Shares beneficially owned by the Reporting Persons
were purchased in open market transactions.

The transactions in the Shares by the Reporting
Persons since the last Schedule 13D/A filed by the Reporting Persons are set forth on Exhibit B.

(e)

N/A

	Exhibit A:	Joint Filing Agreement

	Exhibit B:	Schedule of Transactions in the Shares

	Exhibit C:	Press Release of Cerecor Inc., dated April 28, 2017 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed with the SEC by the Issuer on April 28, 2017)

	Exhibit D:	Securities Purchase Agreement, dated April 27, 2017 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC by the Issuer on April 28, 2017)

	Exhibit E:	Form of Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Cerecor Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC by the Issuer on April 28, 2017)

	Exhibit F:	Registration Rights Agreement, dated April 27, 2017 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC by the Issuer on April 28, 2017)

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

Published on August 31, 2017 at 12:17 pm by Insider Monkey Staff in Hedge Funds

Page 8 of 11 – SEC Filing

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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.