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

As of the date hereof, each of the Reporting
Persons may be deemed to be the beneficial owner of 30,335,714 Shares, constituting 66.6% of the Shares, based upon 45,525,487
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
30,335,714 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 30,335,714 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 during the past sixty days are set forth on Exhibit B.

(e)

N/A

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.

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)