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

In connection with the private placement, the
Issuer and the Master Fund also entered into a Registration Rights Agreement on April 27, 2017 (the “Registration Rights Agreement”),
pursuant to which the Issuer has agreed to file one or more registration statements registering for resale the Shares sold in the
private placement and the Shares issuable upon exercise of the Warrants and conversion of the Series A Preferred Stock.

On April 28, 2017, the Issuer issued a press
release (the “Press Release”) to announce the closing of the $5 million private placement. Among other things, the Press
Release summarizes the material terms of the Securities Purchase Agreement, sets forth how the proceeds of the transaction are
anticipated to be used, and announces the rescheduling of the Issuer’s annual meeting of shareholders to June 30, 2017.

The foregoing was a summary of the Press
Release and certain material terms of the Securities Purchase Agreement, the Certificate, and the Registration Rights Agreement.
The foregoing descriptions are not, and do not purport to be, complete and are qualified in their entirety by reference to the
full text of those documents, which have been filed as Exhibits C, D, E and F, respectively, and are incorporated herein by reference.

The Reporting Persons intend to review
their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s
financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions,
the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, participating on the Board of Directors, engaging in discussions with stockholders of the Issuer
and others about the Issuer and the Reporting Persons’ investment, proposing changes to the Issuer’s development plans for CERC-501,
CERC-301 and CERC-611, reshaping the Issuer’s corporate strategy, recommending business development transactions, proposing changes
to management, operations and the structure of the Board of Directors (including the composition of the Board of Directors), purchasing
additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with
respect to the Shares, or changing their intention with respect to any and all matters referred to in subparagraphs (a) – (j) of
Item 4 of Schedule 13D.

Except as otherwise set forth herein, the Reporting
Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws,
the Reporting Persons reserve the right, at a later date, to affect one or more of such changes. The Reporting Persons may change
the number of Shares they may be deemed to beneficially own in open-market transactions or privately negotiated transactions. The
Reporting Persons may also communicate with the Issuer’s management, Board of Directors and other holders of Shares from time to
time.