(State or other jurisdiction of incorporation) | ||||
(Commission File Number) | (IRS Employer Identification No.) | |||
(Address of principal executive offices) (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: | |||
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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Nasdaq Capital Market | ||
Exhibit No. | Description | |
99.1 | ||
CERECOR INC. | |||
Date: August 6, 2020 | /s/ Christopher Sullivan | ||
Christopher Sullivan | |||
Interim Chief Financial Officer | |||

• | Reported results from a biomarker study in partnership with Myriad Genetics and Hackensack Meridian Health Network that highlighted the correlation of a novel cytokine, LIGHT, with disease severity and mortality in patients with COVID-19 induced ARDS. These data establish the rationale for the proof-of-concept clinical trial |
• | Enrolled the first patient in the CERC-002 proof-of-concept trial evaluating the safety and efficacy in patients with COVID-19 induced acute respiratory distress syndrome (ARDS) |
• | Completed CDG FIRST (a retrospective trial evaluating the use of monosaccharide replacement therapy in PGMI-CDG, MPI-CDG and LADII-CDG); initial findings are informing prospective trial design and study sites for anticipated pivotal trials for CERC-800 series |
June 30, 2020 (a) | December 31, 2019 (a) | |||||||
(unaudited) | ||||||||
(in thousands) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 45,391 | $ | 3,609 | ||||
Accounts receivable, net | 2,032 | 1,002 | ||||||
Other receivables | 1,953 | 4,241 | ||||||
Inventory, net | 12 | 21 | ||||||
Prepaid expenses and other current assets | 824 | 707 | ||||||
Restricted cash, current portion | 33 | 17 | ||||||
Investment in Aytu | — | 7,629 | ||||||
Current assets of discontinued operations | — | 498 | ||||||
Total current assets | 50,245 | 17,724 | ||||||
Property and equipment, net | 1,741 | 1,448 | ||||||
Intangible assets, net | 2,292 | 2,426 | ||||||
Goodwill | 14,409 | 14,409 | ||||||
Restricted cash, net of current portion | 180 | 102 | ||||||
Deferred tax asset, net | 338 | — | ||||||
Total assets | $ | 69,205 | $ | 36,109 | ||||
Liabilities and stockholders’ equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 2,558 | $ | 2,078 | ||||
Accrued expenses and other current liabilities | 6,487 | 5,640 | ||||||
Income taxes payable | — | 552 | ||||||
Current liabilities of discontinued operations | 5,550 | 3,891 | ||||||
Total current liabilities | 14,595 | 12,161 | ||||||
Royalty obligation | 2,000 | — | ||||||
Deferred tax liability, net | — | 86 | ||||||
Other long-term liabilities | 2,032 | 1,112 | ||||||
Long-term liabilities of discontinued operations | — | 1,755 | ||||||
Total liabilities | 18,627 | 15,114 | ||||||
Stockholders’ equity: | ||||||||
Common stock—$0.001 par value; 200,000,000 shares authorized at June 30, 2020 and December 31, 2019; 74,900,047 and 44,384,222 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 75 | 44 | ||||||
Preferred stock—$0.001 par value; 5,000,000 shares authorized at June 30, 2020 and December 31, 2019; 1,257,143 and 2,857,143 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 1 | 3 | ||||||
Additional paid-in capital | 199,191 | 135,239 | ||||||
Accumulated deficit | (148,689 | ) | (114,291 | ) | ||||
Total stockholders’ equity | 50,578 | 20,995 | ||||||
Total liabilities and stockholders’ equity | $ | 69,205 | $ | 36,109 | ||||
(a) The condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019 have been derived from the reviewed and audited financial statements but do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. | ||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2020 (a) | 2019 (a) | 2020 (a) | 2019 (a) | |||||||||||||
(in thousands, except per share data) | (in thousands, except per share data) | |||||||||||||||
Revenues: | ||||||||||||||||
Product revenue, net | $ | 1,338 | $ | 1,392 | $ | 4,092 | $ | 3,968 | ||||||||
Total revenues, net | 1,338 | 1,392 | 4,092 | 3,968 | ||||||||||||
Operating expenses: | ||||||||||||||||
Cost of product sales | 78 | (1,497 | ) | 144 | (744 | ) | ||||||||||
Research and development | 5,917 | 3,712 | 10,685 | 7,114 | ||||||||||||
Acquired in-process research and development | — | — | 25,549 | — | ||||||||||||
General and administrative | 6,101 | 2,341 | 8,777 | 5,016 | ||||||||||||
Sales and marketing | 653 | 326 | 1,330 | 722 | ||||||||||||
Amortization expense | 404 | 335 | 834 | 669 | ||||||||||||
Change in fair value of contingent consideration | — | (1,277 | ) | — | (1,256 | ) | ||||||||||
Total operating expenses | 13,153 | 3,940 | 47,319 | 11,521 | ||||||||||||
Loss from continuing operations | (11,815 | ) | (2,548 | ) | (43,227 | ) | (7,553 | ) | ||||||||
Other income (expense): | ||||||||||||||||
Change in fair value of Investment in Aytu | (1,872 | ) | — | 5,208 | — | |||||||||||
Change in fair value of warrant liability and unit purchase option liability | 2 | 19 | 14 | (29 | ) | |||||||||||
Other income (expense), net | 396 | — | 396 | (9 | ) | |||||||||||
Interest income, net | 9 | 38 | 18 | 69 | ||||||||||||
Total other (expense) income, net from continuing operations | (1,465 | ) | 57 | 5,636 | 31 | |||||||||||
Loss from continuing operations before taxes | (13,280 | ) | (2,491 | ) | (37,591 | ) | (7,522 | ) | ||||||||
Income tax (benefit) expense | (454 | ) | 53 | (2,611 | ) | 184 | ||||||||||
Loss from continuing operations | $ | (12,826 | ) | $ | (2,544 | ) | $ | (34,980 | ) | $ | (7,706 | ) | ||||
(Loss) income from discontinued operations, net of tax | (455 | ) | (3,679 | ) | 582 | (5,971 | ) | |||||||||
Net loss | $ | (13,281 | ) | $ | (6,223 | ) | $ | (34,398 | ) | $ | (13,677 | ) | ||||
Net (loss) income per share of common stock, basic and diluted: | ||||||||||||||||
Continuing operations | $ | (0.18 | ) | $ | (0.05 | ) | $ | (0.53 | ) | $ | (0.14 | ) | ||||
Discontinued operations | (0.01 | ) | (0.06 | ) | 0.01 | (0.10 | ) | |||||||||
Net loss per share of common stock, basic and diluted | $ | (0.19 | ) | $ | (0.11 | ) | $ | (0.52 | ) | $ | (0.24 | ) | ||||
Net (loss) income per share of preferred stock, basic and diluted: | ||||||||||||||||
Continuing operations | $ | (0.93 | ) | $ | (0.23 | ) | $ | (2.66 | ) | $ | (0.68 | ) | ||||
Discontinued operations | (0.03 | ) | (0.32 | ) | 0.04 | (0.53 | ) | |||||||||
Net loss per share of preferred stock, basic and diluted | $ | (0.96 | ) | $ | (0.55 | ) | $ | (2.62 | ) | $ | (1.21 | ) | ||||
(a) The unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2020 and 2019 have been derived from the reviewed financial statements but do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. | ||||||||||||||||