cerc-20210331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended March 31, 2021
OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 001-37590

CERECOR INC.

(Exact name of registrant as specified in its charter)


Delaware (State of incorporation)			45-0705648 (I.R.S. Employer Identification No.)
540 Gaither Road, Suite 400 Rockville, Maryland 20850 (Address of principal executive offices)			(410) 522-8707 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	CERC	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b‑2 of the Exchange Act.


Large accelerated filer ☐						Accelerated filer ☐
Non-accelerated filer ☑						Smaller reporting company ☑
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☑

As of May 11, 2021, the registrant had 95,471,843 shares of common stock outstanding.

Table of Contents

CERECOR INC.

FORM 10-Q

For the Quarter Ended March 31, 2021

TABLE OF CONTENTS

Page

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets as of March 3 1 , 202 1 (Unaudited) and December 31, 2 02 0

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for the Three Months Ended March 31, 2021 and 2020

Condensed Consolidated Statements of Changes in Stockholders ’ Equity (Unaudited) for the Three Months Ended March 3 1 , 20 2 1 and 20 20

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 3 1 , 202 1 and 20 20

Notes to Unaudited Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CERECOR INC. and SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)


	March 31, 2021		December 31, 2020
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	38,292	$	18,919
Accounts receivable, net	3,130		2,177
Other receivables	2,056		2,208
Inventory, net	—		3
Prepaid expenses and other current assets	2,465		2,660
Restricted cash, current portion	153		38
Total current assets	46,096		26,005
Property and equipment, net	1,530		1,607
Intangible assets, net	1,161		1,585
Goodwill	14,409		14,409
Restricted cash, net of current portion	149		149
Total assets	$	63,345	$	43,755
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	11,913	$	2,574
Accrued expenses and other current liabilities	14,238		11,310
Current liabilities of discontinued operations	209		1,341
Total current liabilities	26,360		15,225
Royalty obligation	2,000		2,000
Deferred tax liability, net	111		90
Other long-term liabilities	1,719		1,878
Total liabilities	30,190		19,193
Stockholders’ equity:
Common stock—$0.001 par value; 200,000,000 shares authorized at March 31, 2021 and December 31, 2020; 89,104,816 and 75,004,127 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	89		75
Preferred stock—$0.001 par value; 5,000,000 shares authorized at March 31, 2021 and December 31, 2020; 1,257,143 shares issued and outstanding at March 31, 2021 and December 31, 2020	1		1
Additional paid-in capital	241,535		202,276
Accumulated deficit	(208,470)		(177,790)
Total stockholders’ equity	33,155		24,562
Total liabilities and stockholders’ equity	$	63,345	$	43,755

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

CERECOR INC. and SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(In thousands, except per share data)


	Three Months Ended
	March 31,
	2021		2020
Revenues:
Product revenue, net	$	473	$	2,754
Total revenues, net	473		2,754

Operating expenses:
Cost of product sales	77		66
Research and development	25,206		4,768
Acquired in-process research and development	—		25,549
General and administrative	4,911		2,676
Sales and marketing	435		677
Amortization expense	424		431
Total operating expenses	31,053		34,167
	(30,580)		(31,413)
Other income:
Change in fair value of Investment in Aytu	—		7,080
Other income	—		11
Interest income	17		10
Total other income, net from continuing operations	17		7,101
Loss from continuing operations before taxes	(30,563)		(24,312)
Income tax expense (benefit)	11		(2,157)
Loss from continuing operations	$	(30,574)	$	(22,155)
(Loss) income from discontinued operations, net of tax	(106)		1,038
Net loss	$	(30,680)	$	(21,117)

Net (loss) income per share of common stock, basic and diluted:
Continuing operations	$	(0.32)	$	(0.36)
Discontinued operations	(0.00)		0.02
Net loss per share of common stock, basic and diluted	$	(0.32)	$	(0.34)

Net (loss) income per share of preferred stock, basic and diluted:
Continuing operations	$	(1.61)	$	(1.78)
Discontinued operations	(0.01)		0.08
Net loss per share of preferred stock, basic and diluted	$	(1.62)	$	(1.70)

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of Contents

CERECOR INC. and SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(In thousands, except share amounts)


	Common stock			Preferred Stock			Additional paid-in		Accumulated		Total stockholders’
	Shares	Amount		Shares	Amount		capital		deficit		equity
Three Months Ended March 31, 2021
Balance, December 31, 2020	75,004,127	$	75	1,257,143	$	1	$	202,276	$	(177,790)	$	24,562
Issuance of shares of common stock and pre-funded warrants in underwritten public offering, net	13,971,889	14		—	—		37,639		—		37,653
Exercise of stock options and warrants	128,800	—		—	—		172		—		172
Stock-based compensation	—	—		—	—		1,448		—		1,448
Net loss	—	—		—	—		—		(30,680)		(30,680)
Balance, March 31, 2021	89,104,816	$	89	1,257,143	$	1	$	241,535	$	(208,470)	$	33,155


	Common stock			Preferred Stock			Additional paid-in		Accumulated		Total stockholders’
	Shares	Amount		Shares	Amount		capital		deficit		equity
Three Months Ended March 31, 2020
Balance, December 31, 2019	44,384,222	$	44	2,857,143	$	3	$	135,239	$	(114,291)	$	20,995
Conversion of preferred stock to common stock	8,000,000	8		(1,600,000)	(2)		(6)		—		—
Issuance of shares related to Aevi Merger	3,893,361	4		—	—		15,492		—		15,496
Issuance of shares pursuant to registered direct offering, net of offering costs	1,306,282

SEC Form 10-Q filed by Cerecor Inc.