Annual report
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Table of Contents ( Mark One ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K × ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-37590 Cerecor Inc. ( Exact name of registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 45-0705648 ( I.R.S. Employer Identification No. ) Title of each class Common Stock , $ 0.001 Par Value 540 Gaither Road , Suite 400 Rockville , Maryland 20850 ( Address of principal executive offices ) Telephone : ( 410 ) 522-8707 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) CERC Name of each exchange on which registered Nasdaq Capital Market Securities registered pursuant to section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes □ No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes □ No ☑ 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 Rule12b - 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes □ No ☑ The aggregate market value of the registrant's shares of common stock held by non - affiliates of the registrant as of June 30 , 2020 ( which is the last business day of the registrant's most recently completed second fiscal quarter ) based upon the closing market price of such stock on the Nasdaq Capital Market on that date was approximately $ 112.1 million . Shares of common stock held by each officer and directors and by each person known to be the registrant who owned 10 % or more of the outstanding common stock have been excluded in that such person may be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for other purposes . As of March 4 , 2021 , there were 89,104,816 outstanding shares of the registrant's common stock , par value $ 0.001 per share .