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

Tohuan Steve Chen

c/o Armistice Capital LLC

510 Madison Avenue

22^nd Floor

New York, NY 10022

Telephone Number: 212-231-4930

(Name, Address and Telephone Number of Person
Authorized to Receive

Notices and Communications)

Armistice Capital is an investment adviser
registered with the Securities and Exchange Commission (the “SEC”) that is principally engaged in the business of providing
investment management services to private investment vehicles, including the Master Fund. The principal business address of Armistice
Capital is 510 Madison Avenue, 22^nd Floor, New York, New York 10022.

The Master Fund is principally engaged in the
business of investing in securities. The principal business address of the Master Fund is c/o dms Corporate Services Ltd., 20 Genesis
Close, P.O. Box 314, Grand Cayman KY1-1104, Cayman Islands. The board of directors of the Master Fund consists of Steven Boyd,
Kevin A. Phillip and Gregory S. Bennett.

Steven Boyd is the managing member of Armistice
Capital and a director of the Master Fund. Mr. Boyd’s business address is 510 Madison Avenue, 22^nd Floor, New
York, New York 10022.

The Reporting Persons are filing this Schedule
13D/A to report a change in their beneficial ownership percentage of the Shares, as indicated in Item 5 below.

On April 27, 2017, the Issuer and the Master
Fund entered into a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which the Master
Fund agreed to purchase $5 million of the Issuer’s securities, consisting of (i) 2,345,714 Shares at a purchase price of
$0.35 per share, subject to adjustment as provided in the Securities Purchase Agreement, (ii) 4,179 shares of the Issuer’s
newly-created Series A Convertible Preferred Stock, which are convertible into 11,940,000 Shares at a conversion price of $0.35
per share, subject to adjustment as provided in the Securities Purchase Agreement, and (iii) warrants to purchase up to 14,285,714
Shares at an exercise price of $0.40 per share, subject to adjustment as provided in the Securities Purchase Agreement (collectively,
the “Warrants”). Each share of the Series A Convertible Preferred Stock is convertible at any time at the option of
the Master Fund and has no expiration date. The Warrants are exercisable at any time at the option of the Master Fund and expire
on June 30, 2022. The Securities Purchase Agreement also provides the Master Fund with certain participation rights in respect
of future financings conducted by the Issuer. Pursuant to NASDAQ Capital Market rules and regulations, the Series A Preferred Stock
became convertible into Shares, and the Warrants became exercisable, upon the shareholders of the Issuer approving the private
placement on June 30, 2017. The Reporting Persons have since converted all of their shares of Series A Preferred Stock into Shares.

In addition, pursuant to the terms of the Issuer’s
Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate”),
(i) as long as the Master Fund maintains beneficial ownership of at least 13% of the Shares, the Master Fund exclusively and as
a separate class, will be entitled to elect two directors to the Issuer’s board of directors (the “Board of Directors”),
and (ii) as long as the Master Fund maintains beneficial ownership of at least 10% of the Shares, the Master Fund exclusively and
as a separate class, will be entitled to elect one director to the Board of Directors. In this regard, on May 15, 2017, the Issuer
issued a press release to announce that Mr. Boyd and Peter Greenleaf, an individual recommended by Mr. Boyd that is not affiliated
with the Reporting Persons, were appointed to the Board of Directors.

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.

As of the date hereof, each of the Reporting
Persons may be deemed to be the beneficial owner of 30,155,584 Shares, constituting 74.8% of the Shares, based upon 40,340,571
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
30,155,584 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 30,155,584 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 since the last Schedule 13D/A filed by the Reporting Persons 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.

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director