UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2018

Cerecor Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (410) 522-8707

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. x

Explanatory Note

On February 23, 2018, Cerecor Inc. (“Cerecor” or the “Company”), filed a Current Report on Form 8-K (the “Original 8-K”) disclosing, among other things, that on February 16, 2018, Cerecor closed the transactions contemplated by an Asset Purchase Agreement by and among the Company, Avadel US Holdings, Inc. (“Avadel”), Avadel Pharmaceuticals (USA), Inc., Avadel Pediatrics, Inc., Avadel Therapeutics, LLC and Avadel Pharmaceuticals plc (collectively, the “Sellers”) to purchase and acquire all rights in the Sellers’ pediatric products.

This amendment to the Original 8-K is being filed for the purpose of satisfying the Company’s undertaking to file the financial statements and pro forma financial information required by Item 9.01 of Form 8-K, and this amendment should be read in conjunction with the Original 8-K. Except as set forth herein, no modifications have been made to information contained in the Original 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original 8-K.

The financial information provided in Item 9.01 below constitutes abbreviated financial statements as discussed in Section 2065.4 of the Securities and Exchange Commission’s (“SEC”) Financial Reporting Manual, and a request was submitted to the SEC and such abbreviated financial statements were permitted by the SEC in accordance therewith.

Item 9.01.  Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The abbreviated financial statements of the Avadel Pediatrics Business, which include Statements of Assets Acquired and Liabilities Assumed at December 31, 2017 and 2016, Statements of Net Revenues and Direct Expenses for the year ended December 31, 2017 and for the period from February 5, 2016 through December 31, 2016, and notes to such financial statements, are attached hereto as Exhibit 99.1 and incorporated by reference into this Item 9.01.

(b) Pro-Forma Financial Information

Unaudited pro forma condensed combined financial information, which includes a pro forma condensed combined balance sheet as of December 31, 2017 and pro forma condensed combined statements of operations for the years ended December 31, 2017 and 2016 and the notes related thereto, are filed as Exhibit 99.2 to this report and incorporated herein by reference.

(d) List of Exhibits

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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