Current Report Filing (8-k)
October 18 2017 - 4:32PM
Edgar (US Regulatory)
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
October 17, 2017
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)
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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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.
¨
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Item 3.02.
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Unregistered Sales of Equity Securities.
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On October 17, 2017, Aevi Genomic
Medicine, Inc. (the “Company”) completed its previously announced private placement of an aggregate of 22,222,222 shares
(the “Shares”) of its common stock, $0.0001 par value per share (the “Common Stock”), and warrants to purchase
up to an aggregate of 3,953,904 shares of Common Stock (the “Warrants”) at a purchase price of $1.26 per share of Common
Stock and accompanying Warrant (the “Private Placement”). The Private Placement was made pursuant to the terms of the
previously announced Securities Purchase Agreement, dated as of August 9, 2017, with the Children’s Hospital of Philadelphia
Foundation (“CHOP Foundation”) as the lead purchaser and certain other existing institutional and accredited investors
(collectively, the “Purchasers”).
The aggregate proceeds from the Private
Placement are approximately $28.0 million (before expenses). The Company intends to use the net proceeds from the Private Placement
primarily to further the development of its two lead clinical programs, to support its ongoing collaboration with the Children’s
Hospital of Philadelphia, to develop other product candidates and for general corporate purposes.
The Private Placement is exempt from the
registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption
for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation
D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Purchasers has represented
that it is an accredited investor within the meaning of Rule 501(a) of Regulation D, and was acquiring the securities for investment
only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were
offered without any general solicitation by the Company or its representatives. The securities sold and issued in the Private Placement
have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States
absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from the registration
requirements.
On October 17, 2017, the Company issued
a press release announcing the closing of the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1
and which is incorporated herein by reference.
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Item 5.03.
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Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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On October 17, 2017, the stockholders of
the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”)
to increase the authorized number of shares of Common Stock from 100,000,000 shares to 200,000,000 shares. The Amendment had been
previously approved by the Company’s Board of Directors, subject to stockholder approval.
The Amendment was filed with the Secretary
of State of the State of Delaware on October 17, 2017 and became effective on October 17, 2017.
The information set forth above is qualified
in its entirety by reference to the actual terms of the Amendment attached hereto as Exhibit 3.1 and which is incorporated herein
by reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On October 17, 2017, the Company held a
special meeting of stockholders (the “Special Meeting”) to: (1) approve the Private Placement, (2) approve the Amendment
and (3) adjourn the Special Meeting, if necessary, to solicit additional proxies for proposals (1) and (2).
Proposal 1 was approved by the Company’s
stockholders. Set forth below are the final voting results for the proposal submitted to a vote of the stockholders at the Special
Meeting.
For
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17,584,907
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Against
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486,259
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Abstain
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158,729
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Broker on-Votes
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11,298,883
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Proposal 2 was approved by the Company’s
stockholders. Set forth below are the final voting results for the proposal submitted to a vote of the stockholders at the Special
Meeting.
For
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27,180,365
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Against
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1,924,233
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Abstain
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424,180
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Proposal 3 was approved by the Company’s
stockholders. Set forth below are the final voting results for the proposal submitted to a vote of the stockholders at the Special
Meeting.
For
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26,592,795
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Against
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1,549,173
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Abstain
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1,386,810
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No other business was considered at the
Special Meeting. For more information regarding the proposals, see the Company’s definitive proxy statement filed with the
SEC on September 8, 2017.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
The list of exhibits called for by this
Item is incorporated by reference to the Exhibit Index filed with this report.
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.
Date: October 18, 2017
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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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Michael F. Cola
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President and Chief Executive Officer
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(principal executive officer)
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