Delaware
|
|
45-0705648
|
(State or other Jurisdiction
|
|
(I.R.S. Employer Identification No.)
|
of Incorporation or Organization)
|
|
|
Large accelerated filer ¨
|
|
|
Accelerated filer þ
|
Non-accelerated filer ¨
|
(Do not check if smaller reporting company)
|
|
Smaller reporting company þ
|
|
|
|
Emerging Growth Company þ
|
Title of Securities to
be Registered |
Amount to be
Registered (1)(2) |
Proposed Maximum
Offering Price Per Share (3) |
Proposed Maximum
Aggregate Offering Price (3) |
Amount of
Registration Fee |
Common Stock,
$0.001 par value per share
|
9,158,874
|
$2.72
|
$24,912,137.28
|
$3,233.60
|
|
Item 1.
|
Plan Information.
|
|
Item 2.
|
Registrant Information and Employee Plan Annual Information.
|
|
Item 3.
|
Incorporation of Documents by Reference.
|
|
Item 4.
|
Description of Securities.
|
|
Item 5.
|
Interests of Named Experts and Counsel.
|
|
Item 6.
|
Indemnification of Directors and Officers.
|
•
|
breach of a director’s duty of loyalty to the corporation or its stockholders;
|
•
|
act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
unlawful payment of dividends, stock purchase or redemption of shares; or
|
•
|
transaction from which the director derives an improper personal benefit.
|
|
Item 7.
|
Exemption From Registration Claimed.
|
|
Item 8.
|
Exhibits.
|
Exhibit No.
|
|
Description
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
5.1*
|
|
|
10.1
|
|
|
10.2
|
|
|
23.1*
|
|
|
23.2*
|
|
|
24.1*
|
|
|
Item 9.
|
Undertakings.
|
|
(a)
|
The undersigned Registrant hereby undertakes:
|
(i)
|
To include any prospectus required by section 10(a)(3) of the Securities Act;
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
|
|
CERECOR INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Cola
|
|
|
Michael Cola
|
|
|
Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ Michael Cola
|
|
Chief Executive Officer and Director
|
|
August 6, 2020
|
Michael Cola
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Chris Sullivan
|
|
Interim Chief Financial Officer
|
|
August 6, 2020
|
Chris Sullivan
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Sol J. Barer, Ph.D.
|
|
Chairman of the Board of Directors and
|
|
August 6, 2020
|
Sol J. Barer, Ph.D.
|
|
Director
|
|
|
|
|
|
|
|
/s/ Steven J. Boyd
|
|
Director
|
|
August 6, 2020
|
Steven J. Boyd
|
|
|
|
|
|
|
|
|
|
/s/ Suzanne Bruhn, Ph.D.
|
|
Director
|
|
August 6, 2020
|
Suzanne Bruhn, Ph.D.
|
|
|
|
|
|
|
|
|
|
/s/ Phil Gutry
|
|
Director
|
|
August 6, 2020
|
Phil Gutry
|
|
|
|
|
|
|
|
|
|
/s/ Joseph Miller
|
|
Director
|
|
August 6, 2020
|
Joseph Miller
|
|
|
|
|
|
|
|
|
|
/s/ Magnus Persson, M.D., Ph.D.
|
|
Director
|
|
August 6, 2020
|
Magnus Persson, M.D., Ph.D.
|
|
|
|
|
|
|
|
|
|