Filed Pursuant to Rule 424(b)(3)

Registration No. 333-204905

 

Prospectus Supplement No. 9

(To Prospectus dated October 14, 2015)

 

 

4,000,000 shares of common stock issuable upon the

exercise of the 4,000,000 outstanding Class A warrants

 

and

 

2,000,000 shares of common stock issuable upon the

exercise of the 4,000,000 outstanding Class B warrants

 

 

 

This prospectus supplement No. 9 supplements the prospectus dated October 14, 2015 filed pursuant to Rule 424(b)(4) by Cerecor Inc. (the “Company” or “we”), as supplemented by the prospectus supplement No. 1 dated October 20, 2015, the prospectus supplement No. 2 dated November 13, 2015, the prospectus supplement No. 3 dated November 23, 2015, the prospectus supplement No. 4 dated December 17, 2015, the prospectus supplement No. 5 dated December 21, 2015, the prospectus supplement No. 6 dated December 29, 2015, the prospectus supplement No. 7 dated January 5, 2016 and the prospectus supplement No. 8 dated January 12, 2016, each filed pursuant to Rule 424(b)(3) by the Company (collectively, the “Prospectus”).  Pursuant to the Prospectus, this prospectus supplement relates to the continuous offering of 4,000,000 shares of common stock underlying our Class A warrants and 2,000,000 shares of our common stock underlying Class B warrants.  Each warrant was a component of a unit that we issued in our initial public offering, which closed on October 20, 2015.  The components of the units began to trade separately on November 13, 2015.  Each Class A warrant became exercisable on the date when the units detached and the components began to trade separately and will expire on October 20, 2018, or earlier upon redemption.   Each Class B warrant became exercisable on the date the units detached and the components began to trade separately and will expire on April 20, 2017.

 

This prospectus supplement incorporates into our Prospectus the information contained in Item 8.01 of our attached Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on January 19, 2016.

 

 

You should read this prospectus supplement in conjunction with the Prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus.

 

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and amendments thereto.

 

Our common stock, the Class A warrants and the Class B warrants are traded on The NASDAQ Capital Market under the symbols “CERC,” “CERCW,” and “CERCZ,” respectively.

 

 

AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE THE

SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 16 OF THE PROSPECTUS

FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CAREFULLY CONSIDERED IN

CONNECTION WITH AN INVESTMENT IN OUR SECURITIES

 

 

Neither the Securities and Exchange Commission nor any state securities commission has

approved or disapproved of these securities or determined if this Prospectus is truthful

or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is January 19, 2016

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 19, 2016

 

 

Cerecor Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

 

Registrant’s Telephone Number, Including Area Code: (410) 522-8707

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

o                     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01.                                        Regulation FD Disclosure.

 

On January 19, 2016, Cerecor Inc. (the “Company”) issued a press release, further described in Item 8.01 below, in connection with the publication of a study regarding CERC-301, an oral, NR2B specific, NMDA antagonist being developed by the Company as an adjunctive medication for patients with major depressive disorder who are failing to achieve an adequate response to their current antidepressant treatment and are severely depressed.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 8.01.                                        Other Events.

 

On January 19, 2016, the Company announced the publication of preclinical data suggesting the antidepressant activity of CERC-301, in a paper entitled “Preclinical pharmacology and pharmacokinetics of CERC-301, a GluN2B-selective N-methyl-D-aspartate receptor antagonist,” which was published in the December issue of the Journal of Pharmacology Research & Perspectives.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated January 19, 2016, entitled “Cerecor Announces Publication Describing Antidepressant Activity of CERC-301 in Preclinical Model.”

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Cerecor Inc.
	By:	/s/ Mariam Morris
		Mariam Morris
		Chief Financial Officer
Date:  January 19, 2016

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release, dated January 19, 2016, entitled “Cerecor Announces Publication Describing Antidepressant Activity of CERC-301 in Preclinical Model.”

 

4

Exhibit 99.1

 

 

Cerecor Announces Publication Describing Antidepressant Activity of CERC-301 in Preclinical Model

 

Baltimore, Maryland — January 19, 2016 - Cerecor Inc. (NASDAQ: CERC), a clinical-stage biopharmaceutical company developing treatments to make a difference in the lives of patients with neurological and psychiatric disorders, today announced the publication of preclinical data suggesting antidepressant activity of CERC-301.  The paper, titled ‘Preclinical pharmacology and pharmacokinetics of CERC-301, a GluN2B-selective N-methyl-D-aspartate receptor antagonist’, was published in the December issue of the Journal of Pharmacology Research & Perspectives. This publication reports results of CERC-301 in an acute preclinical depression model known as the forced swim test, a common model of antidepressant efficacy. In test animals, CERC-301 showed antidepressant activity at doses that had minimal side effects

 

About CERC-301

 

CERC-301 is an NR2B specific, NMDA antagonist being developed as adjunctive medication for patients with MDD who are failing to achieve an adequate response to their current antidepressant treatment and are severely depressed.  The antidepressant activity of adjunctive treatment with CERC-301 in patients with MDD is being evaluated in an ongoing Phase 2 clinical trial. This adjunctive treatment may have the potential for rapid onset of effect.  Top-line results are expected in the second half of 2016. CERC-301 has received Fast Track designation by the FDA.

 

About Cerecor

 

Cerecor is a Baltimore-based biopharmaceutical company with the goal of becoming a leader in the development of innovative drugs that make a difference in the lives of patients with neurological and psychiatric diseases. We are committed to the development of drugs that improve lives by applying our extensive knowledge and experience in central nervous system disorders. Cerecor is currently pursuing the development of two clinical Phase II-stage product candidates:  CERC-301:  An oral, NR2B specific, NMDA receptor antagonist targeting the adjunctive treatment of patients with MDD who are failing to achieve adequate response, and  CERC-501:  A potent and selective kappa opiod reception (KOR) antagonist targeting the adjunctive treatment of MDD and substance use disorders.  In addition Cerecor is conducting preclinical testing of CERC-406, a brain penetrant COMT inhibitor with potential procognitive activity.   www.cerecor.com

 

 

Forward-Looking Statements

 

This press release may include forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond Cerecor’s control), which could cause actual results to differ from the forward-looking statements. Such statements may include, without limitation, statements with respect to Cerecor’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. These statements are based upon the current beliefs and expectations of Cerecor’s management but are subject to significant risks and uncertainties, including those detailed in Cerecor’s filings with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements. Except as required by applicable law, Cerecor expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Cerecor’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

Media Contact

 

MacDougall Biomedical Communications

Doug MacDougall or Joe Rayne — 781-235-3060

jrayne@macbiocom.com