Cerecor Enters Into a $15 Million Common Stock Purchase Agreement with Aspire Capital Fund, LLC

BALTIMORE–(BUSINESS WIRE)–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 that it has
entered into a $15 million common stock purchase agreement (the
“Agreement”) and a registration rights agreement with Aspire Capital
Fund, LLC (“Aspire”), a Chicago-based institutional investor.
Under the terms of the Agreement, Aspire has made an initial purchase of
$1 million of Cerecor common stock at $4.00 per share, which represents
a 4% premium over the September 8 closing stock price of $3.86. Pursuant
to the terms of the Agreement, Cerecor has agreed to file a registration
statement covering the sale by Aspire of the securities issued to Aspire
under the Agreement. Once the registration statement has been filed and
declared effective by the U.S. Securities and Exchange Commission,
Cerecor will have the right to sell the remaining $14 million of shares
to Aspire from time to time over a 30-month period. Cerecor will control
the timing and amount of each additional sale. Any future sales will be
made at prices based on prevailing market prices at the time of each
sale. Proceeds from the Agreement will be used for the advancement of
research and development activities, working capital and general
corporate purposes.
“The Agreement with Aspire facilitates the continued advancement of our
portfolio of novel product candidates,” said Dr. Uli Hacksell, President
and Chief Executive Officer of Cerecor. “This funding agreement also
provides Cerecor with additional financial flexibility heading into
2017.”
“We are very pleased to enter into this Agreement with Cerecor, a
company with an experienced management team and a promising neurological
and psychiatric drug pipeline,” said Steven G. Martin, Managing Member
of Aspire Capital. “We are looking forward to Phase 2 clinical data for
CERC-301 and CERC-501 in the relatively near future. We believe this
Agreement will help provide the Company with a flexible and efficient
source of capital to advance these very exciting development programs.”
Under the Agreement, Aspire has committed to purchase the remaining $14
million if and when Cerecor decides to sell shares to Aspire. Aspire has
no rights to require any sales of shares at any time. The Agreement does
not contain any financial covenants, restrictions on future financings,
rights of first refusal, limits to the use of any of the proceeds,
participation rights or penalties whatsoever. Cerecor can terminate the
agreement at any time without any cost or penalty.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be any
sale of these securities in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other
jurisdiction. For additional information about the common stock purchase
agreement and registration rights agreement with Aspire, refer to the
current report on Form 8-K filed on September 12, 2016 with the
Securities and Exchange Commission.
About Cerecor
Cerecor is a clinical-stage
biopharmaceutical company developing innovative drug candidates to make
a difference in the lives of patients with neurological and psychiatric
disorders. 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 2-stage product candidates: CERC-301 and CERC-501.
CERC-301 is an oral, NR2B specific N-methyl-D-aspartate receptor
antagonist that is currently in a Phase 2 clinical trial as an oral,
rapidly acting adjunctive treatment for patients with severe major
depressive disorder (“MDD”) who are failing to achieve an adequate
response to their current antidepressant treatment. We expect top-line
data from this trial in the first half of 2017. Cerecor received fast
track designation by the United States Food and Drug Administration in
November 2013 for CERC-301 for the treatment of MDD. We believe CERC-301
has the potential to be a first-in-class medication that may
significantly reduce depressive symptoms in a matter of days.
CERC-501 is a potent and selective kappa opioid receptor (“KOR”)
antagonist that is currently in a Phase 2 clinical trial for smoking
cessation that is expected to provide top-line data in December 2016. In
addition to Cerecor’s Phase 2 trial, three externally-funded clinical
trials are being conducted to evaluate the use of CERC-501 in treating
depressive symptoms, stress related smoking relapse and cocaine
addiction. One study is being conducted under the auspices of the
National Institute of Mental Health, the second is a collaboration
between Cerecor and Yale investigators with funding from the National
Institutes of Health and the third is being conducted at Rockefeller
University Hospital with funding from a private foundation.
Cerecor has one preclinical stage asset, CERC-406, a brain penetrant
catechol-O-methyltransferase inhibitor with potential procognitive
activity.
For more information about the Company and its products, please visit www.cerecor.com or
contact Mariam E. Morris, Chief Financial Officer, at (443) 304-8002.
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,”
“continue,” “seeks,” “aims,” “predicts,” “believes,” “expects,”
“anticipates,” “estimates,” “intends,” “plans,” “potential” or similar
expressions (including their use in the negative), or by discussions of
future matters such as the development of product candidates or
products, technology enhancements, possible changes in legislation, and
other statements that are not historical. 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.