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On October 30, 2019, the Master Fund converted
its 2,751,148 shares of the Issuer’s Series E Convertible Preferred Stock into an equal amount of Shares at the conversion
price of $0.88 per Share.
In addition, the Master Fund entered into a
voting agreement with the Issuer and Cerecor, Inc. dated November 1, 2019 (the “Voting Agreement”). Pursuant to the
Voting Agreement, the Master Fund agreed that, for a period of 12 months from the date of the Voting Agreement, it shall vote all
Shares held by it: (i) in favor of conversion into Shares of all the outstanding shares of the Issuer’s Series G Preferred
Stock (the “Preferred Conversion”); (ii) against any proposal, amendment, matter, or agreement that would impede, frustrate,
prevent, or nullify the Preferred Conversion; and (iii) in favor of the proposed transactions set forth in the agreement and plan
of merger dated September 12, 2019 among the Issuer, Innovus Pharmaceuticals, Inc. and certain other parties (the “Merger
Agreement”). The Voting Agreement will terminate automatically upon the later of shareholder approval of the Preferred Conversion
or the Merger Agreement; provided that the Voting Agreement will automatically terminate if shareholder approval of the Preferred
Conversion has occurred and the Issuer has elected to terminate the Merger Agreement.
The foregoing was a summary of certain material
terms of the Voting Agreement. The foregoing description is not, and does not purport to be, complete and is qualified in its entirety
by reference to the full text of the form of Voting Agreement, which has been filed as Exhibit B and is incorporated herein by
reference.
Mr. Boyd currently serves as a member of the
Issuer’s board of directors (the “Board”).
The Reporting Persons purchased the Shares
for investment in the ordinary course of their investment activities based on the Reporting Persons’ belief that the Shares,
when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to review their
investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s
financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions,
the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, engaging in communications with management and/or the Board, engaging in discussions with stockholders
of the Issuer and others about the Issuer and the Reporting Persons’ investment, reshaping the Issuer's corporate strategy,
recommending business development transactions, proposing changes to management, operations and the structure of the Board (including
the composition of the Board), purchasing additional Shares, selling some or all of their Shares, engaging in short selling of
or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters
referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Except as otherwise set forth herein, the Reporting
Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws,
the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of
Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times
as the Reporting Persons may deem advisable.
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