Item 1.01. Entry into a Material Definitive Agreement.
On
Certain insiders, including certain of the Company's officers, may purchase shares of Common Stock in the Offering. Because the Company has not entered into any binding agreements or received any commitments to purchase from any insiders, such insiders may elect not to purchase any shares of Common Stock in the Offering. The Underwriter will receive a reduced underwriting discount of 2% on shares of Common Stock purchased by certain existing stockholders and third parties.
The Offering is being made pursuant to the Company's registration statement on
Form S-3 (File No. 333-233978), previously filed with the
The legal opinion, including the related consent, of
Net proceeds from the Offering are expected to be approximately
The Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides for customary indemnification by each of the Company and the Underwriter, severally and not jointly, for losses, claims, damages, or liabilities arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement, each of the Company's directors and executive officers have entered into "lock-up" agreements with the Underwriter that generally prohibit, without the prior written consent of the Representative, the sale, transfer or other disposition of securities of the Company through the period ending 90 days from the date of the Underwriting Agreement.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K.
The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to the Underwriting Agreement,
and may be subject to limitations agreed upon by the contracting parties.
Accordingly, the Underwriting Agreement is incorporated herein by reference only
to provide investors with information regarding the terms of the Underwriting
Agreement, and not to provide investors with any other factual information
regarding the Company or its business, and should be read in conjunction with
the disclosures in the Company's periodic reports and other filings with the
This Current Report on Form 8-K may include forward-looking statements made
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. The words "may," "will," "could,"
"would," "should," "expect," "intend," "plan," "anticipate," "believe,"
"estimate," "predict," "project," "potential," "continue," "ongoing" and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. While the
Company believes its plans, intentions and expectations reflected in those
forward-looking statements are reasonable, these plans, intentions or
expectations may not be achieved. The Company's actual results, performance or
achievements could differ materially from those contemplated, expressed or
implied by the forward-looking statements. For information about the factors
that could cause such differences, please refer to the Company's Annual Report
on Form 10-K for the year ended
1
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of Financial Condition and Results of Operations," as well as the Company's
various other filings with the
Item 8.01. Other Events.
On
Attached hereto as Exhibit 99.3 and incorporated herein by reference are
supplemental risk factors to the risk factors set forth in Item 1A of the
Company's Annual Report on Form 10-K for the fiscal year ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, datedJune 9, 2020 , by and betweenCerecor Inc. andOppenheimer & Co. Inc. 5.1 Opinion ofPepper Hamilton LLP . 23.1 Consent ofPepper Hamilton LLP (included in Exhibit 5.1). 99.1 Press release, datedJune 8, 2020 . 99.2 Press release, datedJune 9, 2020 . 99.3 Supplemental Risk Factors. 2
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