Document
false0001534120 0001534120 2020-10-08 2020-10-08
 

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) October 8, 2020
 

CERECOR INC.
(Exact name of registrant as specified in its charter)  
 
 
 
Delaware
 
 
 
(State or other jurisdiction of incorporation)
 
001-37590
 
 
 
45-0705648
(Commission File Number)
 
 
 
(IRS Employer Identification No.)
540 Gaither Road, Suite 400,
Rockville,
Maryland
20850
(Address of principal executive offices) (Zip Code)
 Registrant’s Telephone Number, Including Area Code:
(410)
522-8707
 


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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 Par Value
CERC
Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
 




Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 8, 2020, the board of directors (the “Board”) of Cerecor Inc. (the “Company”) appointed Gilla Kaplan, Ph.D. to the Board, effective immediately. Dr. Kaplan will serve as a director until the 2021 Annual Meeting of Stockholders or until her successor is duly elected and qualified. Dr. Kaplan will serve on the newly formed Science and Technology Committee of the Board, which she will chair, along with Drs. Barer, Bruhn and Persson.

There are no arrangements or understandings between Dr. Kaplan and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Dr. Kaplan and any of the Company’s other directors or executive officers. Dr. Kaplan will be eligible for Board compensation pursuant to the Company’s Non-Employee Director Compensation Plan.

There are no related party transactions between Dr. Kaplan and the Company, and the Board believes that Dr. Kaplan satisfies the independence requirements of Rule 5605(a)(2) of the Nasdaq Stock Market listing rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

 Item 9.01.     Financial Statements and Exhibits.

(d)    Exhibits.    

Exhibit No.
 
Description
 
 
 
99.1
 
 
 
 


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SIGNATURE
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 hereunto duly authorized.
 
 
 
 
 
 
 
 
CERECOR INC.
 
 
 
 
Date: October 13, 2020
 
By:
/s/ Christopher Sullivan
 
 
 
Christopher Sullivan
 
 
 
Interim Chief Financial Officer




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Exhibit
Exhibit 99.1

cerecorlogoa69.jpg

Cerecor Appoints Gilla Kaplan, Ph.D., to the Board of Directors

ROCKVILLE, Md. and CHESTERBROOK, Pa., Oct. 12, 2020 — Cerecor Inc. (NASDAQ: CERC), a biopharmaceutical company focused on becoming a leader in development and commercialization of treatments for rare and orphan diseases, today announced the appointment of Gilla Kaplan, Ph.D., to the Board of Directors. Dr. Kaplan brings with her over 30 years of academic and industry experience.

“We are pleased to welcome Dr. Kaplan to our Board,” said Dr. Sol J. Barer Ph.D., Chairman of the Board. “Dr. Kaplan brings with her decades of both academic and industry experience making her a natural fit for Cerecor as we advance our pipeline targeting rare diseases and immune-meditated disorders. We look forward to having her on the Board at this exciting time for Cerecor.”

Dr. Kaplan is recognized as an authority on various aspects of the host immune response to mycobacterial pathogens, including the causative agents of leprosy and tuberculosis (TB). She was the Director of the Global Health Program, Tuberculosis, at the Bill and Melinda Gates Foundation (BMGF) from January 2014 until April 2018. Her work has encompassed developing a deep understanding of the cellular immune response and how to harness it for host adjunctive therapies. She spent her career as an academic research scientist leading her laboratory in investigations focusing on human disease, exploring novel experimental medicine approaches that modulate the immune response for disease control. Building on her research experience at Rockefeller University in New York City (for 20 years) and then at the Public Health Research Institute Center at UMDNJ (for 10 years), she led the reshaping of the tuberculosis program at BMGF. Dr. Kaplan is the recipient of multiple grants from the NIH-NIAID and other funding organizations for her research. Dr. Kaplan served on the Board of Directors at Celgene from 1998 to 2018 and is currently a member of Tyra Bioscience, Inc. Board of Directors.

“I am very excited about the work Cerecor is doing,” said Dr. Kaplan. “Their pipeline focused on rare diseases and immune-inflammatory disorders is especially exciting to me because of my background in immunology and immune modulation. Cerecor has made great progress with their pipeline to date and I am happy to join at a time when the Company is making great strides in advancing their programs into clinical trials.”

About Cerecor

Cerecor is a biopharmaceutical company focused on becoming a leader in development and commercialization of treatments for rare and orphan diseases.  The company is advancing its clinical-stage pipeline of innovative therapies that address unmet patient needs within rare and orphan diseases.  The company's rare disease pipeline includes CERC-801, CERC-802 and CERC-803 ("CERC-800 compounds"), which are therapies for inherited metabolic disorders known as congenital disorders of glycosylation.  The U.S. Food and Drug Administration ("FDA") granted Rare Pediatric Disease Designation (“RPDD”) and Orphan Drug Designation ("ODD") to all three CERC-800 compounds, thus potentially qualifying the Company to receive a Priority Review Voucher ("PRV") upon approval of each new drug application ("NDA").  The company is also developing CERC-002, CERC-006 and CERC-007.  CERC-002 is an anti-LIGHT monoclonal antibody being developed for the treatment of COVID-19 acute respiratory distress syndrome and for severe pediatric-onset Crohn's disease.  CERC-006 is a dual mTOR inhibitor being developed for the treatment of complex lymphatic malformations and has been granted ODD and RPDD by the FDA, thus potentially qualifying the company to receive a fourth PRV upon approval of an NDA.  CERC-007 is an anti-IL-18 monoclonal antibody being developed for the treatment of autoimmune inflammatory diseases such as adult onset Stills disease and multiple myeloma.


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For more information about Cerecor, please visit 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,” “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; timing and success of trial results and regulatory review; potential attributes and benefits of product candidates; 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: drug development costs, timing and other risks, including reliance on investigators and enrollment of patients in clinical trials; regulatory risks; impacts of the COVID-19 pandemic on clinical trials, the Company and the economy in general; Cerecor's cash position and the need for it to raise additional capital; and those other risks 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.


For media and investor inquiries
James Harrell,
Investor Relations
Chief Commercial Officer
Cerecor Inc.
jharrell@cerecor.com
623.439.2220 office

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v3.20.2
Cover Page Document
Oct. 08, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 08, 2020
Entity Registrant Name CERECOR INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37590
Entity Tax Identification Number 45-0705648
Entity Address, Address Line One 540 Gaither Road, Suite 400,
Entity Address, City or Town Rockville,
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20850
City Area Code (410)
Local Phone Number 522-8707
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 Par Value
Trading Symbol CERC
Entity Emerging Growth Company true
Entity Ex Transition Period true
Entity Central Index Key 0001534120
Amendment Flag false