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Delaware
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(State or other jurisdiction of incorporation)
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001-37590
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45-0705648
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(Commission File Number)
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(IRS Employer Identification No.)
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540 Gaither Road, Suite 400, Rockville, Maryland 20850
(Address of principal executive offices) (Zip Code)
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Registrant’s Telephone Number, Including Area Code: (410) 522-8707
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value
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CERC
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Nasdaq Capital Market
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99.1
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CERECOR INC.
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Date: August 8, 2019
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/s/ Joseph M. Miller
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Joseph M. Miller
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Chief Financial Officer
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•
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Announced positive final results from the Phase l study of CERC-301 in the treatment of Neurogenic Orthostatic Hypotension (“nOH”)
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•
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Enrolled first patient in the Congenital Disorders of Glycosylation (“CDG”) FIRST Trial for the CERC-800 programs (a patient retrospective study with objective of collecting treatment related data and natural history of patients diagnosed and treated for MPI-CDG, PGM1-CDG and CDG-IIc)
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•
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FDA accepted Investigational New Drug (“IND”) application for CERC-802 for the treatment of Mannose Phosphate Isomerase Deficiency (“MPI-CDG”)
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•
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Added to the Russell 3000® Index
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•
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Entered into settlement with Lachlan, which settled all future and historic minimum purchase and royalty obligations for Ulesfia and eliminated possible contingent milestone payments
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Three Months Ended
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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2019 (a)
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2018 (a)
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2019 (a)
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2018 (a)
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(in thousands)
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(in thousands)
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Revenues
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Product revenue, net
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$
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4,449
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$
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4,711
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$
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9,861
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$
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8,971
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Sales force revenue
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—
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74
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—
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297
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Total revenues, net
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4,449
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4,785
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9,861
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9,268
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Operating expenses:
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Cost of product sales
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(142
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)
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1,423
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1,806
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2,287
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Research and development
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3,712
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1,083
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7,114
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2,733
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General and administrative
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2,382
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3,042
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5,099
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5,949
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Sales and marketing
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2,937
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2,042
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6,046
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3,578
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Amortization expense
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1,079
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1,233
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2,158
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2,250
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Impairment of intangible assets
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1,449
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1,702
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1,449
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1,702
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Change in fair value of contingent consideration
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(992
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)
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13
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(812
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)
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276
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Total operating expenses
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10,425
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10,538
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22,860
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18,775
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Loss from operations
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(5,976
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)
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(5,753
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)
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(12,999
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)
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(9,507
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)
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Other (expense) income:
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Change in fair value of warrant liability and unit purchase option liability
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19
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4
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(28
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)
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(20
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)
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Other (expense) income, net
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—
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—
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(9
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19
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Interest expense, net
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(200
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(242
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)
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(408
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(343
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)
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Total other expense, net
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(181
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)
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(238
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)
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(445
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(344
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)
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Net loss before taxes
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(6,157
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)
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(5,991
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)
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(13,444
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)
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(9,851
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)
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Income tax expense
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66
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16
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233
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40
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Net loss
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$
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(6,223
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)
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$
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(6,007
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)
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$
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(13,677
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)
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$
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(9,891
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)
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Net loss per share of common stock, basic and diluted
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$
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(0.11
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)
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$
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(0.19
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)
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$
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(0.24
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)
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$
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(0.31
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)
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Net loss per share of preferred stock, basic and diluted
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$
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(0.55
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)
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$
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—
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$
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(1.21
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)
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$
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—
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(a) The condensed consolidated statements of operations for the three and six months ended June 30, 2019 and 2018 have been derived from the reviewed financial statements but do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
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June 30, 2019 (a)
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December 31, 2018 (a)
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(unaudited)
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(in thousands)
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Assets
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Current assets:
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Cash and cash equivalents
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$
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9,387
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$
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10,646
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Accounts receivable, net
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2,860
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3,158
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Other receivables
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143
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5,469
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Inventory, net
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618
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1,111
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Prepaid expenses and other current assets
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865
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1,529
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Restricted cash, current portion
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26
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19
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Total current assets
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13,899
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21,932
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Property and equipment, net
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1,526
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587
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Intangible assets, net
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27,633
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31,239
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Goodwill
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16,411
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16,411
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Restricted cash, net of current portion
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152
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82
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Total assets
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$
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59,621
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$
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70,251
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Liabilities and stockholders’ equity
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Current liabilities:
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Accounts payable
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$
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1,445
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$
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1,446
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Accrued expenses and other current liabilities
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13,348
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19,731
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Income taxes payable
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1,393
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2,032
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Long-term debt, current portion
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1,050
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1,050
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Contingent consideration, current portion
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1,529
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1,957
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Total current liabilities
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18,765
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26,216
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Long-term debt, net of current portion
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14,279
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14,328
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Contingent consideration, net of current portion
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6,330
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7,094
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Deferred tax liability, net
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88
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69
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License obligations
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1,250
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1,250
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Other long-term liabilities
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1,212
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386
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Total liabilities
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41,924
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49,343
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Stockholders’ equity:
|
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Common stock—$0.001 par value; 200,000,000 shares authorized at June 30, 2019 and December 31, 2018; 42,898,251 and 40,804,189 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively
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43
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41
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Preferred stock—$0.001 par value; 5,000,000 shares authorized at June 30, 2019 and December 31, 2018; 2,857,143 shares issued and outstanding at June 30, 2019 and December 31, 2018
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3
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3
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Additional paid-in capital
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129,546
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119,082
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Accumulated deficit
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(111,895
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)
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(98,218
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)
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Total stockholders’ equity
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17,697
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20,908
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Total liabilities and stockholders’ equity
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$
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59,621
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$
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70,251
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(a) The condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018 have been derived from the reviewed and audited financial statements but do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
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