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Filing Details

Accession Number:: 0000919574-18-008224
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-12-31 17:47:49
Reporting Period:: 2018-12-27

Accepted Time:: 2018-12-31 17:47:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1534120	Cerecor Inc.	CERC	Pharmaceutical Preparations (2834)	450705648

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1601086	Armistice Capital, Llc	510 Madison Avenue, 7Th Floor New York NY 10022	Yes	No	Yes	No
1633584	Ltd. Fund Master Capital Armistice	C/O Dms Corporate Services Ltd. 20 Genesis Close, P.o. Box 314 Grand Cayman E9 KY1-1104	No	No	Yes	No
1706140	Steven Boyd	C/O Armistice Capital, Llc 510 Madison Avenue, 7Th Floor New York NY 10022	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-12-28	26,499	$3.12	18,116,499	No	4	P	Direct
Common Stock	Acquisiton	2018-12-28	0	$0.00	18,116,499	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2018-12-28	0	$0.00	18,116,499	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2018-12-31	12,300	$3.18	18,128,799	No	4	P	Direct
Common Stock	Acquisiton	2018-12-31	0	$0.00	18,128,799	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2018-12-31	0	$0.00	18,128,799	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Direct
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	WARRANTS	Disposition	2018-12-27	14,285,714	$0.00	14,285,714	$0.40
Common Stock	WARRANT	Disposition	2018-12-27	0	$0.00	0	$0.40
Common Stock	WARRANT	Disposition	2018-12-27	0	$0.00	0	$0.40
Series B Non-Voting Convertible Preferred Stock	SERIES B WARRANT	Acquisiton	2018-12-27	2,857,143	$0.00	2,857,143	$2.00
Series B Non-Voting Convertible Preferred Stock	SERIES B WARRANT	Acquisiton	2018-12-27	0	$0.00	0	$2.00
Series B Non-Voting Convertible Preferred Stock	SERIES B WARRANT	Acquisiton	2018-12-27	0	$0.00	0	$2.00
Common Stock	SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK	Acquisiton	2018-12-27	2,857,143	$0.00	14,285,715	$0.00
Common Stock	SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK	Acquisiton	2018-12-27	0	$0.00	0	$0.00
Common Stock	SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK	Acquisiton	2018-12-27	0	$0.00	0	$0.00
Common Stock	WARRANT	Acquisiton	2018-12-27	4,000,000	$0.00	4,000,000	$12.50
Common Stock	WARRANT	Acquisiton	2018-12-27	0	$0.00	0	$12.50
Common Stock	WARRANT	Acquisiton	2018-12-27	0	$0.00	0	$12.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2022-06-30	No	4	D	Direct
0		2022-06-30	No	4	D	Indirect
0		2022-06-30	No	4	D	Indirect
0		2023-12-27	No	4	A	Direct
0		2023-12-27	No	4	A	Indirect
0		2023-12-27	No	4	A	Indirect
2,857,143			No	4	A	Direct
2,857,143			No	4	A	Indirect
2,857,143			No	4	A	Indirect
4,000,000	2018-12-27	2024-06-27	No	4	A	Direct
4,000,000	2018-12-27	2024-06-27	No	4	A	Indirect
4,000,000	2018-12-27	2024-06-27	No	4	A	Indirect

Footnotes

The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the "Master Fund").
The reported securities are directly owned by the Master Fund, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of Armistice Capital Master Fund Ltd. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC and Director of Armistice Capital Master Fund Ltd.
This constitutes the weighted average purchase price. The prices range from $3.1020 to $3.1425. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, Cerecor Inc. (the "Issuer"), or a security holder of the Issuer, full information regarding the number of common shares of the Issuer (collectively, the "Shares") purchased at each separate price.
This constitutes the weighted average purchase price. The prices range from $3.1650 to $3.2580. The Reporting Person will provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of common shares of the Issuer (collectively, the "Shares") purchased at each separate price.
On December 27, 2018, the Issuer exchanged a common stock warrant issued to the Master Fund on April 27, 2017 for the purchase of up to 14,285,714 Shares with an exercise price of $0.40 per share for a warrant (the "Exchanged Warrant") to purchase up to 2,857,143 shares of the Issuer's newly-designated Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred Stock") with an exercise price of $2.00 per share. The terms, including the economic terms, of the Exchanged Warrant and the prior common stock warrant are identical other than the stock underlying each warrant. The Series B Preferred Stock may be converted into Shares at any time (with no expiration date) on a 1 for 5 ratio. In addition, on December 27, 2018, the Issuer and the Master Fund entered into a securities purchase agreement, pursuant to which the Issuer issued to the Master Fund in a private placement warrants to purchase 4,000,000 Shares (the "New Warrant").
(continued from Footnote 5) In exchange for issuing the New Warrant, the Master Fund agreed to early exercise of the Exchanged Warrant and acquired an aggregate of 2,857,143 shares of the Series B Preferred Stock and paid the Issuer approximately $5.7 million for such shares.