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 27, 2017
Cerecor Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | | 001-37590 | | 45-0705648 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer Identification No.) |
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400 E. Pratt Street Suite 606 Baltimore, Maryland | | 21202 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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):
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On January 27, 2017, Cerecor Inc. (the “Company”) entered into an Equity Distribution Agreement with Maxim Group LLC, as sales agent ("Maxim"), pursuant to which the Company may offer and sell, from time to time, through Maxim (the "Offering"), up to $12,075,338 in shares of its common stock. In connection with the Offering, the Company is filing this Current Report on Form 8-K to update its risk factors previously disclosed in its periodic and other reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. A copy of the updated risk factors is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy shares of the Company’s common stock, nor shall there by any offer, solicitation or sale of these securities in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country. Any offers of the securities will be made only by means of a prospectus.
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| Item 9.01. | Financial Statements and Exhibits. |
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Exhibit No. | | Description |
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| 99.1 | | | Risk Factors. |
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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.
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| | | Cerecor Inc. |
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| | | By: | /s/ Uli Hacksell |
| | | | Uli Hacksell |
| | | | President and Chief Executive Officer |
Date: January 30, 2017
EXHIBIT INDEX
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Exhibit No. | | Description |
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| 99.1 | | | Risk Factors. |
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