Common use of Selling Shareholder Clause in Contracts

Selling Shareholder. The common stock being offered by the selling shareholder are those previously issued to the selling shareholder. For additional information regarding the issuances of those shares of common stock, see “Private Placement of Common Shares” above. We are registering the shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by the selling shareholder, based on its ownership of the shares of common stock. The third column lists the shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus covers the resale of all of the shares of common stock issued to the selling shareholder in the securities purchase agreement, dated March 17, 2020. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. The selling shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Cerecor Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholder are those previously issued to the selling shareholder. For additional information regarding the issuances of those shares of common stock, see “Private Placement of Shares of Common SharesStock” above. We are registering the shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the shares of common stock, the selling shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by the each selling shareholder, based on its ownership of the shares of common stock, as of , 2024. The third column lists the shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale the number of all of the shares of common stock issued to the selling shareholder in the securities purchase agreement, dated March 17, 2020“Private Placement of Shares of Common Stock” described above. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. The selling shareholder may sell all, some or none Name of their Selling Shareholder Number of shares in of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this offering. See “Plan Prospectus Number of Distribution.” shares of Common Stock Owned After Offering The undersigned beneficial owner of common stock (the “Registrable Securities”) of Cerecor T Stamp Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholder are those previously issued to the selling shareholder, and those issuable to the selling shareholder, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stockstock and warrants, see “Private Placement of Shares of Common SharesStock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by the each selling shareholder, based on its ownership of the shares of common stockstock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholder on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of all the sum of (i) the number of shares of common stock issued to the selling shareholder in the securities purchase “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, dated March 17, 2020without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the warrants, the selling shareholder may not exercise the warrants to the extent such exercise would cause the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholder may sell all, some or none of their shares in this offering. See “"Plan of Distribution.” " The undersigned beneficial owner of common stock (the “Registrable Securities”) of Cerecor GeoVax Labs, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholder are those previously issued to the selling shareholder, and those issuable to the selling shareholder, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stockstock and warrants, see “Private Placement of Shares of Common SharesStock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by the each selling shareholder, based on its ownership of the shares of common stockstock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholder on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of all the sum of (i) the number of shares of common stock issued to the selling shareholder in the securities purchase “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, dated March 17, 2020without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the warrants, the selling shareholder may not exercise the warrants to the extent such exercise would cause the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Cerecor Xeris Biopharma Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock ordinary shares being offered by the selling shareholder are those previously issued to the selling shareholder, and those issuable to the selling shareholder, upon exercise of the warrants. For additional information regarding the issuances of those ordinary shares of common stockand warrants, see “Private Placement of Common SharesOrdinary Shares and Warrants” above. We are registering the ordinary shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the ordinary shares and the warrants, the selling shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the ordinary shares of common stock by the selling shareholder. The second column lists the number of ordinary shares of common stock beneficially owned by the each selling shareholder, based on its ownership of the ordinary shares and warrants, as of common stock________, 2022, assuming exercise of the warrants held by the selling shareholder on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of all the sum of (i) the number of ordinary shares of common stock issued to the selling shareholder in the securities purchase “Private Placement of Ordinary Shares and Warrants” described above and (ii) the maximum number of ordinary shares issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, dated March 17, 2020without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the warrants, the selling shareholder may not exercise the warrants to the extent such exercise would cause the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock ordinary shares (the “Registrable Securities”) of Cerecor Inc.Virax Biolabs Group Limited, a Delaware corporation Cayman Islands exempted company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholder are those previously issued to the selling shareholder. For additional information regarding the issuances of those shares of common stock, see “Private Placement of Common Shares” above. We are registering the shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by the selling shareholder, based on its ownership of the shares of common stock. The third column lists the shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus covers the resale of all of the shares of common stock issued to the selling shareholder in the securities purchase agreement, dated March 17September 4, 20202019. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. The selling shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Cerecor Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholder shareholders are those previously issued to the selling shareholdershareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stockstock and warrants, see “Private Placement of Common SharesShares and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholder shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholder shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholdershareholders. The second column lists the number of shares of common stock beneficially owned by the each selling shareholder, based on its ownership of the shares of common stockstock and warrants, as of ________, 2017, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholdershareholders. In accordance with the terms of a registration rights agreement with the selling shareholdershareholders, this prospectus generally covers the resale of all the sum of (i) the number of shares of common stock issued to the selling shareholder shareholders in the securities purchase __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, dated March 17, 2020without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholder shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed a specified maximum amount. The number of shares in the second column does not reflect this limitation. The selling shareholder shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock and warrants (the “Registrable Securities”) of Cerecor Inc.Andina II Holdco Corp., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholder are those issuable to the selling shareholders, upon exercise of the Series E Preferred Stock and warrants previously issued to owned by the selling shareholder. For additional information regarding the issuances of those shares of common stock, see “Private Placement of Common SharesShares of Series E Preferred Stock” above. We are registering the shares of common stock in order to permit the selling shareholder shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholder have not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholdershareholders. The second column lists the number of shares of common stock beneficially owned by the selling shareholder, based on its ownership of the shares of common stockstock and warrants, as of ________, 2020, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholdershareholders. In accordance with the terms of a registration rights agreement with the selling shareholdershareholders, this prospectus generally covers the resale of all the sum of (i) the number of shares of common stock issued to the selling shareholder shareholders in the securities purchase “Private Placement of Series E Convertible Preferred Stock” described above, and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, dated March 17, 2020without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholder shareholders pursuant to this prospectus. Under the terms of the Series E Preferred Stock and warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholder shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Cerecor AgEagle Aerial Systems Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholder are those previously issuable upon the exercise of the Warrants issued to the selling shareholder. For additional information regarding the issuances of those shares of common stock, see “Private Placement of Common SharesWarrants” above. We are registering the shares of common stock issuable upon exercise of the Warrants in order to permit the selling shareholder to offer the those shares for resale from time to time. Except for the ownership of the Warrants, the selling shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by the each selling shareholder, based on its ownership of the shares of common stockstock and Warrants, as of ________, 2024, assuming exercise of the Warrants held by the selling shareholder on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of all the maximum number of the shares of common stock issued issuable upon exercise of the Warrants, determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to the selling shareholder adjustment as provided in the securities purchase registration right agreement, dated March 17, 2020without regard to any limitations on the exercise of the Warrants. in the “Private Placement of Warrants” described above. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. The selling shareholder may sell all, some or none Name of their Selling Shareholder Number of shares in of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this offering. See “Plan Prospectus Number of Distribution.” shares of Common Stock Owned After Offering The undersigned beneficial owner of common stock (the “Registrable Securities”) of Cerecor T Stamp Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholder are those previously issued to the selling shareholder, and those issuable to the selling shareholder, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stockstock and warrants, see “Private Placement of Shares of Common SharesStock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholder has not had any material relationship with us within the past three years. The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by the each selling shareholder, based on its ownership of the shares of common stockstock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholder on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus generally covers the resale of all the sum of (i) the number of shares of common stock issued to the selling shareholder in the securities purchase “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, dated March 17, 2020without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. Under the terms of the warrants, the selling shareholder may not exercise the warrants to the extent such exercise would cause the selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Cerecor Dermata Therapeutics, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Selling Shareholder. The common stock being offered by the selling shareholder are those is that previously issued to the selling shareholder. For additional information regarding the issuances of those shares of common stock, see “Private Placement of Common Shares” above. We are registering the shares of common stock in order to permit the selling shareholder to offer the shares for resale from time to time. The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by the selling shareholder, based on its ownership of the shares of common stock. The third column lists the shares of common stock being offered by this prospectus by the selling shareholder. In accordance with the terms of a registration rights agreement with the selling shareholder, this prospectus covers the resale of all of the shares of common stock issued to the selling shareholder in the securities purchase agreement, dated March 17December [ ], 20202018. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus. The selling shareholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Cerecor Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.