Cerecor (CERC) Announces $15M Common Stock Purchase Agreement with Aspire
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Cerecor Inc. (NASDAQ: CERC) it has entered into a $15 million common stock purchase agreement and a registration rights agreement with Aspire Capital Fund, LLC, 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.
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