UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 19, 2019
Date of Report (Date of earliest event reported)
AEVI GENOMIC
MEDICINE, INC.
(Exact name of registrant as specified in its charter)
Delaware
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1-35112
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98-0217544
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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435 Devon Park Drive, Suite 715
Wayne, Pennsylvania 19087
(Address of principal executive offices,
zip code)
(610) 254-4201
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common stock, par value $0.0001 per share
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GNMX
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Nasdaq Capital Market
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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
(see General Instruction A.2. below):
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x
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 ¨
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. ¨
Item 3.02. Unregistered Sales of
Equity Securities.
On December 19, 2019, Aevi Genomic Medicine,
Inc. (“Aevi”), exercised its option to enter into an exclusive global license to develop and commercialize MEDI2338
(the “Option”) pursuant to the terms of the Option and License Agreement (the “License Agreement”) with
MedImmune Limited, a subsidiary of AstraZeneca, dated as of August 6, 2019. In connection with Aevi’s exercise of the Option,
Aevi issued 12,946,900 shares of its common stock (the “Shares”) to MedImmune Limited. The Shares are not registered
under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were
issued in reliance on the exemption from registration under the Securities Act provided by Section 4(a)(2) and Regulation D (Rule
506) under the Securities Act. AstraZeneca represented that it was an accredited investor (as defined by Rule 501 under the Securities
Act).
Item 7.01. Regulation FD Disclosure.
On December 23, 2019,
Aevi posted an updated investor presentation, regarding the business of the combined company after completion of the previously
announced proposed merger with Cerecor Inc. (“Cerecor”), to its website at aevigenomics.com. A copy of the investor
presentation is attached hereto as Exhibit 99.1.
The information in
this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) and shall not be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events
The information regarding the License Agreement
and the issuance of Shares included under Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
Additional Information about
the Merger and Where to Find It
This document
does not constitute an offer to sell or the solicitation of an offer to buy any securities of Aevi or Cerecor or the
solicitation of any vote or approval. In connection with the proposed merger, on December 20, 2019 Cerecor filed with
the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 containing a
proxy statement/prospectus. The proxy statement/prospectus contains important information about Aevi, Cerecor, the merger
and related matters. Aevi will mail or otherwise deliver the proxy statement/prospectus to its stockholders when it
becomes available. Investors and security holders of Aevi and Cerecor are urged to read carefully the proxy
statement/prospectus relating to the merger (including any amendments or supplements thereto) in its entirety, because it contains important information about the proposed merger.
Investors and security
holders of Aevi and Cerecor will be able to obtain free copies of the proxy statement/prospectus for the proposed merger (when
it is available) and other documents filed with the SEC by Aevi and Cerecor through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders of Aevi will be able to obtain free copies of the proxy statement/prospectus for the
proposed merger (when it is available) by contacting Aevi, Attn: Mike McInaw, michael.mcinaw@aevigenomics.com. Investors
and security holders of Cerecor will be able to obtain free copies of the proxy statement/prospectus for the merger by contacting
Cerecor, Attn: James Harrell, jharrell@cerecor.com.
Participants in
the Merger
Aevi, Cerecor and certain
of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders
of Aevi in respect of the transactions contemplated by the Merger Agreement between Aevi and Cerecor. Information regarding Aevi’s
directors and executive officers is contained in Aevi’s Annual Report on Form 10-K for the fiscal year ended December 31,
2018, which was filed with the SEC on March 29, 2019, and is available in the proxy statement/prospectus that was
filed by Cerecor with the SEC in connection with the proposed merger. Information regarding Cerecor’s directors and executive
officers is contained in Cerecor’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed
with the SEC on March 18, 2019, and in the proxy statement/prospectus that was filed by Cerecor with
the SEC in connection with the proposed merger.
Cautionary Statement
Regarding Forward-Looking Statements
This document contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange
Act of 1934 and as that term is defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to,
Aevi’s and Cerecor’s expectations or predictions of future financial or business performance or conditions. Forward-looking
statements are sometimes identified by their use of the terms and phrases such as “estimate,” “project,”
“intend,” “forecast,” “anticipate,” “plan,” “planning, “expect,”
“believe,” “will,” “will likely,” “should,” “could,” “would,”
“may” or the negative of such terms and other comparable terminology. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the
control of either company. Actual results may differ materially from current projections.
Important factors that
may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience
include risks and uncertainties, including the timing and completion of the merger, the parties’ ability to satisfy the closing
conditions of the Merger Agreement, the failure by Aevi or Cerecor to secure and maintain relationships with collaborators and/or
investors; risks relating to clinical trials; risks relating to the commercialization, if any, of Aevi’s or Cerecor’s
proposed product candidates (such as marketing, regulatory, product liability, supply, competition, and other risks); dependence
on the efforts of third parties; dependence on intellectual property; and risks that Aevi or Cerecor may lack the financial resources
and access to capital to fund proposed operations. Further information on the factors and risks that could affect Aevi’s
and Cerecor’s respective businesses, financial conditions and results of operations are contained in Aevi’s and Cerecor’s
filings with the SEC, which are available at www.sec.gov. The forward-looking statements represent Aevi’s and Cerecor’s
estimate as of the date hereof only, and Aevi and Cerecor specifically disclaim any duty or obligation to update forward-looking
statements.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
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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AEVI GENOMIC MEDICINE, INC.
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By:
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/s/ Michael F. Cola
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Name: Michael F. Cola
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Title: President and Chief Executive Officer
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Date: December 23, 2019
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