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Form 4 Cerecor Inc. For: Apr 15 Filed by: Boyd Steven

April 19, 2021 4:38 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
ARMISTICE CAPITAL, LLC
(Last) (First) (Middle)
510 MADISON AVENUE, 7TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cerecor Inc. [ CERC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/15/2021   C (3)   6,285,715 A $ 2 (3) 38,920,000 D (1)  
Common Stock 04/15/2021   C (3)   0 A $ 0 38,920,000 I See Footnote (1)
Common Stock               412,442 D (2)  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK $ 2 04/15/2021   C (3)     1,257,143 01/22/2020   (4) COMMON STOCK 6,285,715 (3) 0 D (1)  
SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK $ 2 04/15/2021   C (3)     0 01/22/2020   (4) COMMON STOCK 0 (3) 0 I See Footnote (2)
Explanation of Responses:
1. The reported securities of Cerecor Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
2. The reported securities are directly owned by Mr. Boyd in his personal capacity.
3. Pursuant to a conversion election, the reported securities were converted by the Reporting Persons on April 15, 2021 into shares of the Issuer's Common Stock, $0.001 par value. This transaction is exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) promulgated under the Exchange Act.
4. The shares of the Issuer's Series B Non-Voting Convertible Preferred Stock do not have an expiration date.
Remarks:
Each of the Master Fund and Armistice Capital may be deemed a director by deputization of the Issuer by virtue of the fact that Steven Boyd, a representative of the Master Fund and Armistice Capital, currently serve on the Issuer's board of directors.
Armistice Capital, LLC, By: /s/ Steven Boyd, Managing Member 04/19/2021
** Signature of Reporting Person Date
Armistice Capital Master Fund Ltd., By: /s/ Steven Boyd, Director 04/19/2021
** Signature of Reporting Person Date
/s/ Steven Boyd 04/19/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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