Business Context and Reporting Period
This Form 8-K Current Report was filed by Cerecor Inc. on May 12, 2017. The report details corporate governance changes resulting from a private placement transaction closed on April 27, 2017, with Armistice Capital Master Fund Ltd ("Armistice").
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the appointment of directors and the terms of the Series A Convertible Preferred Stock issuance.
Material Changes
- Board Expansion: The Board of Directors appointed Steven Boyd and Peter Greenleaf as new directors.
- Investor Rights: The appointments were made pursuant to the Certificate of Designation for Series A Preferred Stock issued to Armistice. Armistice is entitled to designate two directors as long as it maintains beneficial ownership of at least 13% of the Company's outstanding stock.
- Committee Assignments:
- Steven Boyd (Class III director until 2018) joined the Nominating and Corporate Governance Committee.
- Peter Greenleaf (Class I director until 2019) joined the Compensation Committee.
Management Commentary and Background
Management highlighted the strategic value of the new directors:
- Steven Boyd: Chief Investment Officer of Armistice Capital, LLC. He founded Armistice Capital in 2012 and previously worked at Senator Investment Group, York Capital, and McKinsey & Company. The Board values his experience as an investor in biopharmaceutical companies.
- Peter Greenleaf: CEO and Board Member of Sucampo Pharmaceuticals, Inc. He previously served as CEO of Histogenics Corporation and President of MedImmune LLC (AstraZeneca). The Board values his experience in strategic planning and drug development.
A press release regarding these appointments was issued on May 15, 2017.
Investor Verification Checklist
- Verify the current beneficial ownership percentage of Armistice Capital Master Fund Ltd to confirm their continued right to designate two directors.
- Review the full Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock for additional terms.
- Confirm the specific terms of the private placement closed on April 27, 2017, including the total capital raised and conversion terms.
- Check subsequent filings for any changes to the Board composition or committee memberships.