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

The Reporting Persons are filing this Schedule
13D/A to report a change in their beneficial ownership percentage of the Shares, as indicated in Item 5 below.

On April 27, 2017, the Issuer and the Master
Fund entered into a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which the Master
Fund agreed to purchase $5 million of the Issuer’s securities, consisting of (i) 2,345,714 Shares at a purchase price of $0.35
per share, subject to adjustment as provided in the Securities Purchase Agreement, (ii) 4,179 shares of the Issuer’s newly-created
Series A Convertible Preferred Stock, which are convertible into 11,940,000 Shares at a conversion price of $0.35 per share, subject
to adjustment as provided in the Securities Purchase Agreement, and (iii) warrants to purchase up to 14,285,714 Shares at an exercise
price of $0.40 per share, subject to adjustment as provided in the Securities Purchase Agreement (collectively, the “Warrants”).
Each share of the Series A Convertible Preferred Stock is convertible at any time at the option of the Master Fund and has no expiration
date. The Warrants are exercisable at any time at the option of the Master Fund and expire on June 30, 2022. The Securities Purchase
Agreement also provides the Master Fund with certain participation rights in respect of future financings conducted by the Issuer.
Pursuant to NASDAQ Capital Market rules and regulations, the Series A Preferred Stock became convertible into Shares, and the Warrants
became exercisable, upon the shareholders of the Issuer approving the private placement on June 30, 2017. The Reporting Persons
have since converted all of their shares of Series A Preferred Stock into Shares.

In addition, pursuant to the terms of the Issuer’s
Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate”),
(i) as long as the Master Fund maintains beneficial ownership of at least 13% of the Shares, the Master Fund exclusively and as
a separate class, will be entitled to elect two directors to the Issuer’s board of directors (the “Board of Directors”),
and (ii) as long as the Master Fund maintains beneficial ownership of at least 10% of the Shares, the Master Fund exclusively and
as a separate class, will be entitled to elect one director to the Board of Directors. In this regard, on May 15, 2017, the Issuer
issued a press release to announce that Mr. Boyd and Peter Greenleaf, an individual recommended by Mr. Boyd that is not affiliated
with the Reporting Persons, were appointed to the Board of Directors.