As filed with the Securities and Exchange
Commission on December 28, 2017
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Aevi Genomic Medicine, Inc.
(Exact name of Registrant as specified in its
charter)
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Delaware
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98-0217544
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(State or other jurisdiction
of incorporation or organization)
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435 Devon Park Drive, Suite 715
Wayne, Pennsylvania 19087
(610) 254-4201
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(I.R.S. Employer
Identification No.)
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(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
Michael F. Cola
President and Chief Executive Officer
Aevi Genomic Medicine, Inc.
435 Devon Park Drive, Suite 715
Wayne, Pennsylvania 19087
(610) 254-4201
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Copies to:
Brian M. Katz, Esq.
Scott R. Jones, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103
(215) 981-4000
Approximate date of commencement of proposed
sale to the public:
From time to time after the effective date of this Registration Statement.
If any of the securities
being registered on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following
box.
¨
If any of the securities
being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following
box.
x
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering
¨
If this form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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Emerging growth company
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¨
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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 7(a)(2)(B) of the Securities Act.
¨
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT,
OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(a), MAY DETERMINE.
The information in this prospectus
is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer
to buy these securities in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED DECEMBER 28, 2017
PROSPECTUS
AEVI GENOMIC
MEDICINE, INC.
26,176,126 Shares of Common Stock
This prospectus relates
to the resale of up to 26,176,126 shares of common stock, par value $0.0001 per share, of Aevi Genomic Medicine, Inc., by
the selling stockholders identified beginning on page 8 of this prospectus, together with any additional selling stockholders
identified in a post-effective amendment to the registration statement of which this prospectus is a part. Of these shares,
22,222,222 shares are outstanding shares of common stock held by the selling stockholders and 3,953,904 shares are shares of common
stock issuable upon the exercise of warrants held by the selling stockholders.
We are not selling any
shares of our common stock under this prospectus and we will not receive any of the proceeds from the sale of shares by the selling
stockholders. We will, however, receive the net proceeds of any warrants exercised for cash. The selling stockholders may sell
the shares of common stock described in this prospectus through public or private transactions from time to time at market prices
prevailing at the time of sale or at negotiated prices. Additional information about how the selling stockholders may sell their
shares of common stock is provided in the section of this prospectus entitled “Plan of Distribution.”
Our common stock is
listed on The NASDAQ Global Market under the symbol “GNMX.” On December 27, 2017, the last reported sale price for
our common stock on The NASDAQ Global Market was $1.18 per share.
Investing in our common
stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk
Factors” beginning on page 4 of this prospectus and under similar headings in the other documents filed with the Securities
and Exchange Commission that are incorporated by reference in this prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated __________, 2017.
TABLE OF CONTENTS
You should rely only on
the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along
with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering.
We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to
purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful
to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this
prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate as of any date other than the
date on the front of the document, and you should not assume that the information contained in any document incorporated by reference
in this prospectus is accurate as of any date other than the date of the document incorporated by reference. Our business, financial
condition, results of operations and prospects may have changed since those dates. It is important for you to read and consider
all the information contained in this prospectus and in any accompanying prospectus supplement, including the documents incorporated
by reference herein or therein, before making your investment decision.
ABOUT THIS PROSPECTUS
This prospectus is part
of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) pursuant to
which the selling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the securities covered
by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent
to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct
on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities
are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this
prospectus, including the Information Incorporated by Reference herein, in making your investment decision. You should also read
and consider the information in the documents to which we have referred you under the captions “Where You Can Find More Information”
and “Incorporation of Information by Reference” in this prospectus.
The selling stockholders
may offer and sell shares of our common stock directly to purchasers through agents selected by the selling stockholders, or to
or through underwriters or dealers. A prospectus supplement, if required, may described the terms of the plan of distribution and
set forth the names of any agents, underwriters or dealers involved in the sale of shares of our common stock. See “Plan
of Distribution.”
Neither we nor the selling
stockholders have authorized any dealer, salesman or other person to give any information or to make any representation other than
those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained
or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an
offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer to sell
or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer
or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States
are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus
applicable to those jurisdictions.
We further note that the
representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated
by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some
cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs.
Unless the context provides
otherwise, all references in this prospectus to the “Company,” “Aevi Genomic Medicine,” “we,”
“us” and “our” refer to Aevi Genomic Medicine, Inc., a Delaware corporation organized on January 27, 2000,
and its wholly-owned subsidiaries, Medgenics Medical (Israel) Ltd. and neuroFix, LLC.
We use the Aevi Genomic
Medicine logo as a trademark in the United States and elsewhere. All other trademarks or trade names referred to in this document
are the property of their respective owners.
PROSPECTUS SUMMARY
This summary highlights
selected information contained elsewhere or incorporated by reference into this prospectus, and does not contain all the information
that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the risks
of investing on our common stock discussed under the heading “Risk Factors” on page 4 of this prospectus and under
similar headings in the other documents that are incorporated by reference herein.
Overview
We are a clinical stage
biopharmaceutical company with an emphasis on identifying the genetic drivers of disease and applying this understanding to the
pursuit of differentiated novel therapies for pediatric onset, life-altering diseases, including rare and orphan diseases. We look
to find treatments for genetically defined diseases for which there are limited therapeutic options currently available, with a
primary focus on pediatric patients. This strategy begins with identifying and genetically validating a therapeutic target and
using genomics to guide product development. The strategy also involves identifying and acquiring otherwise abandoned or overlooked
drug candidates and matching targets and mechanisms of action to novel genetic discoveries.
We have partnered with
the Center for Applied Genomics (“CAG”), at The Children’s Hospital of Philadelphia (“CHOP”), to
implement a genomic medicine driven approach to drug development. CAG’s assets include a fully automated biorepository containing
specimens from more than 75,000 pediatric patients and 150,000 relatives of those patients. The sample is highly enriched for rare
and orphan diseases and the large majority of patients have been genotyped. Their phenotypes are recorded in a modern electronic
health record that is linked to the genomics database and biorepository. The patients in the database have consented to anonymized
use of their data for research and follow up contact if needed.
CAG continues to discover
important and novel genetic biomarkers by both genome-wide association studies and exome sequencing and analysis of affected individuals
and their family members. Such markers not only identify patients with the disease but frequently point to the cause of the disease
and suggest targets and feasible intervention strategies that include protein or peptide therapy, monoclonal antibodies, drugs
or gene therapy. By working initially in pediatric populations of specific diseases, we can minimize the confounding environmental
factors seen in older patients. In addition, the availability of robust genetic biomarkers allows us to design trials that focus
on a highly-enriched patient population that we believe is more likely to respond to targeted therapies and further enhance the
likelihood of clinical and regulatory success. We believe this will allow us to implement more efficient and shorter clinical development
programs, that will lead to higher value medicines that can address critical needs in patients suffering from rare and orphan diseases.
Recent Developments
Special Stockholder Meeting
On October 17, 2017, we
held our previously announced special meeting of stockholders (the “Special Meeting”). At the Special Meeting, our
stockholders of record as of September 5, 2017, voted to approve (i) the issuance by us of shares of our common stock, $0.0001
par value per share, accompanying warrants to purchase shares of common stock (the “Warrants”) and the shares of common
stock issuable upon exercise of the Warrants (the “Warrant Shares”), pursuant to and in accordance with the terms
of the private placement financing transaction contemplated by a securities purchase agreement, dated August 9, 2017 (the “Purchase
Agreement”), (ii) an amendment to our Amended and Restated Certificate of Incorporation to increase the total number of
authorized shares of common stock from 100,000,000 shares to 200,000,000 shares and (iii) to adjourn the Special Meeting, if necessary,
to solicit additional proxies, in the event that there were not sufficient votes at the time of the Special Meeting to approve
Proposal No. 1 or Proposal No. 2.
PIPE Offering
At the Special Meeting, prior to the consummation
of the Offering (as defined below), we obtained stockholder approval for the Offering (as outlined above in Proposal No. 1), pursuant
to the requirements of Nasdaq Listing Rule 5635.
On October 17, 2017, we sold an aggregate of
22,222,222 shares (the “Shares”) of our common stock, and Warrants exercisable for up to an aggregate of 3,953,904 shares
of common stock at a purchase price of $1.26 per share of common stock and accompanying Warrants (the “Offering”) to
The Children’s Hospital of Philadelphia Foundation (the “CHOP Foundation”), as the lead purchaser, and certain
other institutional and accredited investors (collectively, the “Purchasers”) pursuant to the Purchase Agreement.
The aggregate gross proceeds from the Offering
were $28.0 million. We intend to use the net proceeds from the Offering primarily to further the development of our two lead
clinical programs, to support our ongoing collaboration with CHOP, to develop other product candidates and for general corporate
purposes.
In connection with the Offering, we entered
into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers. Pursuant to the Registration
Rights Agreement, we agreed to prepare and file a registration statement (the “Resale Registration Statement”) with
the SEC within 60 days after the closing of the Offering for purposes of registering the resale of the Shares and the shares
of common stock issuable upon exercise of the Warrants. We also agreed to use commercially reasonable efforts to cause the Resale
Registration Statement to be declared effective by the SEC within 90 days after the closing of the Offering (120 days in the event
the Resale Registration Statement is reviewed by the SEC). We also granted the Purchasers certain demand and piggyback registration
rights. We also agreed, among other things, to indemnify the selling holders under the registration statements from certain liabilities
and to pay all fees and expenses incident to our performance of or compliance with the Registration Rights Agreement.
Corporate Information
We were incorporated under
the laws of the State of Delaware in January 2000 as Medgenics, Inc and changed our name to Aevi Genomic Medicine, Inc. on December
15, 2016. Our principal executive offices are located at 435 Devon Park Drive, Suite 715, Wayne, PA 19087 and our telephone number
is (610) 254-4201. Our website address is www.aevigenomics.com. We make available free of charge on our website our annual,
quarterly and current reports, including amendments to such reports, as soon as reasonably practicable after we electronically
file such material with, or furnish such material to, the SEC. Information contained on our website is not incorporated by reference
into this prospectus, and you should not consider information contained on our website as part of this prospectus.
THE OFFERING
This prospectus relates
to the resale of up to 26,176,126 shares of our common stock, of which 22,222,222 shares are outstanding shares of common stock
held by the selling stockholders and 3,953,904 shares are shares of common stock issuable upon the exercise of warrants held by
the selling stockholders identified in this prospectus, including their transferees, pledgees, donees or successors. See “Selling
Stockholders.”
The selling stockholders
may offer to sell the shares being offered in this prospectus at fixed prices, at prevailing market prices at the time of sale,
at varying prices or at negotiated prices. Our common stock is listed on The NASDAQ Global Market under the symbol “GNMX.”
We have agreed to register
the offer and sale of the common stock to satisfy registration rights we have granted to the selling stockholders. We will not
receive any proceeds from the sale or other disposition of the common stock by the selling stockholders. We will, however, receive
the net proceeds of any warrants exercised for cash.
RISK FACTORS
Investing in our common
stock involves risks. Prior to making a decision about investing in our securities, you should carefully consider the factors discussed
under the heading “Risk Factors” in any prospectus supplement, together with all of the other information contained
or incorporated by reference in this prospectus or any prospectus supplement. You should also consider the risks, uncertainties
and assumptions discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2016, filed on March 9, 2017, with the SEC, our Quarterly Report on Form 10-Q for the period ended
March 31, 2017, filed on May 10, 2017, with the SEC, our Quarterly Report on Form 10-Q for the period ended June 30,
2017, filed on August 9, 2017, with the SEC and our Quarterly Report on Form 10-Q for the period ended September 30, 2017, filed
on November 2, 2017, with the SEC, each of which is incorporated herein by reference, and may be amended, supplemented or superseded
from time to time by other reports we file with the SEC in the future. The risks and uncertainties we have described therein are
not the only risks that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial
may also affect our operations.
FORWARD-LOOKING STATEMENTS
This prospectus and the
documents incorporated by reference herein contain, and any prospectus supplement and the documents incorporated by reference therein
may contain, forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements
of historical facts, included in this prospectus, any prospectus or the documents incorporated herein or therein by reference regarding
our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of
management are forward-looking statements. Forward-looking statements are often identified by the use of words such as, but not
limited to, “can,” “may,” “will,” “should,” “could,” “would,”
“expects,” “plans,” “continues,” “anticipates,” “intends,” “seeks,”
“targets,” “believes,” “estimates,” “projects,” “predicts,” “potential”
and similar expressions or variations intended to identify forward-looking statements.
The forward-looking statements
in this prospectus and the documents incorporated herein by reference include, among other things, statements about:
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our ability to obtain additional funding to develop our product candidates;
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the need to obtain regulatory approval of our product candidates;
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the success of our clinical trials through all phases of clinical development;
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any delays in regulatory review and approval of product candidates in clinical development;
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our ability to commercialize our product candidates;
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market acceptance of our product candidates;
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competition from existing products or new products that may emerge;
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regulatory difficulties relating to products that have already received regulatory approval;
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potential product liability claims;
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our dependency on third-party manufacturers to supply or manufacture our products;
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our ability to establish or maintain collaborations, licensing or other arrangements;
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our ability and third parties’ abilities to protect intellectual property rights;
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compliance with obligations under intellectual property licenses with third parties;
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our ability to adequately support future growth; and
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our ability to attract and retain key personnel to manage our business effectively.
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We may not actually achieve
the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our
forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed
in the forward-looking statements we make. We have included important factors in the cautionary statements included in this prospectus,
particularly those incorporated by reference in the section captioned “Risk Factors” that we believe could cause actual
results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not
reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments we
may make.
You should read this prospectus
and the documents that we incorporate by reference herein completely and with the understanding that our actual future results
may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements.
Except as required by law,
we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments.
You should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking
statements. Before deciding to purchase our securities, you should carefully consider the risk factors discussed and incorporated
by reference in this prospectus and in the registration statement of which this prospectus is a part.
USE OF PROCEEDS
We will not receive any
of the proceeds from the sale of shares of our common stock in this offering. The selling stockholders will receive all of the
proceeds from this offering. We will, however, receive the net proceeds of any warrants exercised for cash.
SELLING STOCKHOLDERS
The shares of common stock
being offered by the selling stockholders are those previously issued to the selling stockholders in the Offering, and those issuable
to the selling stockholders, upon exercise of the warrants issued to the selling stockholders in the Offering. For additional information
regarding the issuances of those shares of common stock and warrants, see “Prospectus Summary-PIPE Offering” above.
We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time
to time. Except for their ownership of the shares of common stock and the warrants, Adage Capital Partners, L.P. and Baker Bros.
Advisors, LP have not had any material relationship with us within the past three years. In November 2014, we entered into a license
agreement and sponsored research agreement with CHOP with respect to the recruitment and genetic analysis of patients with rare
diseases to accelerate discovery of diagnostic and therapeutic targets, and the rest of the selling stockholders listed below have
been and are currently members of our Board of Directors and/or are executive officers.
The table below lists the
selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling
stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder based
on its ownership of the shares of common stock and warrants as of November 15, 2017, assuming exercise of the warrants held
by the selling stockholders on that date. On November 15, 2017, we had 59,332,265 shares of common stock outstanding. The third
column lists the shares of common stock being offered by this prospectus by the selling stockholders.
In accordance with the
terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum
of (i) the number of shares of common stock issued to the selling stockholders on October 17, 2017 pursuant to a Securities Purchase
Agreement dated as of August 9, 2017 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, without regard to any limitations on the exercise of the warrants
and all subject to adjustment as provided in the registration right agreement.
The fourth column assumes the sale of
all of the shares offered by the selling stockholders pursuant to this prospectus. Except as otherwise set forth below, the address
of each of the persons or entities listed in the table is c/o Aevi Genomic Medicine, Inc., 435 Devon Park Drive, Suite 715, Wayne,
Pennsylvania 19087.
The selling stockholders
may sell all, some or none of their shares in this offering. See “Plan of Distribution.” If required, information
about other selling stockholders, except for any future transferees, pledgees, donees or successors of the selling stockholders
named in the table below, will be set forth in a post-effective amendment to the registration statement of which this prospectus
is a part. A supplement to this prospectus pursuant to Rule 424(b) under the Securities Act will be used to post-effectively update
this selling stockholder table to reflect a transfer from a previously identified stockholder.
Shares Beneficially
Owned Prior to
the Offering
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Shares Beneficially
Owned After the
Offering
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Name of Selling Stockholder
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Shares
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Percentage
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Number of
Shares Being
Registered for
Resale
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Shares
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Percentage
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The Children’s Hospital of Philadelphia Foundation (1)
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18,697,233
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30.1
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%
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18,697,233
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—
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—
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%
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Adage Capital Partners, L.P. (2)
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5,923,633
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9.9
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%
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2,804,585
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3,119,038
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4.9
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%
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Baker Bros. Advisors, LP (3)
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4,055,142
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6.8
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%
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3,739,447
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880,539
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1.4
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%
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Sol J. Barer (4)
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2,212,644
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3.7
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%
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495,944
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1,716,700
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2.7
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%
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Eugene A. Bauer (5)
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287,816
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*
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23,371
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264,445
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*
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Michael F. Cola (6)
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2,007,411
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3.3
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%
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140,228
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1,867,183
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2.9
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%
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Alastair Clemow (7)
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221,780
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*
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23,371
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198,409
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*
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Barbara Duncan (8)
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116,782
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*
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70,115
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46,667
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*
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Wilbur H. Gantz (9)
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433,134
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*
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46,744
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386,390
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*
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Joseph J. Grano, Jr. (10)
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475,908
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*
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46,744
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429,164
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*
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Garry A. Neil (11)
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1,208,317
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2.0
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%
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88,344
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1,119,973
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1.7
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%
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* Represents less than 1% of the total aggregate amount
of shares of our common stock
(1) The Children’s Hospital
of Philadelphia Foundation (the “Foundation”) is the beneficial owner of 18,697,233 shares of common stock, consisting
of 15,873,016 shares of common stock, and 2,824,217 shares of common stock issuable upon the exercise of a Warrant held by the
Foundation. The Foundation’s Board of Trustees, or a committee designated by the Board of Trustees, has voting and investment
power over the securities. No member of the Foundation’s Board of Trustees or investment committee may act individually to
vote or sell securities held by the Foundation; therefore, no individual board or committee member is deemed to beneficially own,
within the meaning of Rule 13d-3, any securities held by the Foundation solely by virtue of the fact that he or she is a member
of the Board of Trustees or the investment committee. The Foundation’s address is 3401 Street & Civic Center Boulevard,
Philadelphia, Pennsylvania 19104.
(2) Adage Capital Partners, L.P.
(“Adage”) is the beneficial owner of 5,923,633 shares of common stock, consisting of 5,500,000 shares of common stock,
and 423,633 shares of common stock issuable upon exercise of a Warrant. Adage Capital Partners GP, L.L.C. is the general partner
of Adage, and Adage Capital Advisors, L.L.C. is the managing member of Adage Capital Partners GP, L.L.C.; therefore, Adage Capital
Partners GP, L.L.C. and Adage Capital Partners L.P. may be deemed to beneficially own securities owned by Adage. Adage’s
address is 200 Clarendon Street, Boston, Massachusetts 02116.
(3) The shares of common stock beneficially
owned by Baker Bros. Advisors LP (“BBA”) are held by the following selling stockholders: (i) 667, L.P. (“667”)
(415,911 shares after giving effect to the Beneficial Ownership Limitation as described in this footnote), (ii) Baker Brothers
Life Sciences, L.P. (“BBLS”) (3,639,231 shares after giving effect to the Beneficial Ownership Limitation). As a result
of the application of the Beneficial Ownership Limitation, the number of shares beneficially owned prior to the Offering does not
include the following as being beneficially owned by the selling stockholders: (i) 57,035 shares of common stock issuable upon
exercise of Warrants to purchase common stock held by 667, and (ii) 507,809 shares of common stock issuable upon exercise of Warrants
to purchase common stock held by BBLS. The number of shares being registered for resale and the number of shares beneficially owned
after the Offering reflects the exercise of such Warrants into common stock and the sale of such common stock in the Offering.
BBA is the management company and investment adviser to 667 and BBLS and may be deemed to beneficially own all of the securities
held by 667 and BBLS. Baker Bros. Advisors (GP) LLC (“BBA-GP”) is the sole general partner of BBA. Julian C. Baker
and Felix J. Baker have voting and investment power over our securities held by each of 667 and BBLS, as principals of BBA-GP.
Julian C. Baker, Felix J. Baker, BBA and BBA-GP disclaim beneficial ownership of our securities held by 667 and BBLS, except to
the extent of their pecuniary interest therein. BBA’s address is 860 Washington Street, 3
rd
Floor,, New York,
New York 10014. Under the terms of the Warrants issued to the selling stockholders, pursuant to a side letter, the selling stockholders
are not permitted to exercise such Warrants to purchase common stock to the extent that such exercise would result in the selling
stockholders (and their affiliates) beneficially owning more than 4.99% of the number of shares of our common stock outstanding
immediately after giving effect to the issuance of shares of common stock issuable upon exercise of such Warrants to purchase common
stock. This limitation on exercise of the Warrants to purchase common stock issued to the selling stockholders is referred to in
this footnote as the “Beneficial Ownership Limitation.” The selling stockholders have the right to increase or decrease
this beneficial ownership limitation in their discretion on 65 days’ prior written notice to us to any other percentage specified
in such notice.
(4) Consists of: 1,028,032 shares
of common stock, 15,000 options having an exercise price of $7.25 per share expiring on January 2, 2023, 15,000 options having
an exercise price of $6.50 per share expiring on January 3, 2024, 80,000 options having an exercise price of $7.01 per share expiring
on February 18, 2025 and 80,000 options having an exercise price of $4.83 per share expiring on April 15, 2026 held directly by
Dr. Barer; 153,846 shares of common stock held by Dr. Barer’s wife; 200,000 options having an exercise price of $5.22 per
share expiring on September 13, 2023, held by the Sol J. Barer 2014 Grantor Retained Annuity Trust No. III, of which Dr. Barer
is the sole trustee and annuitant; 200,000 options having an exercise price of $5.22 per share expiring on September 13, 2023,
held by the Meryl Barer 2014 Grantor Retained Annuity Trust No. III, of which Dr. Barer’s wife is the sole trustee and annuitant;
365,854 shares of common stock held by the Sol J. Barer 2013 Grantor Retained Annuity Trust No. IV, of which Dr. Barer is the sole
trustee and annuitant; and 74,912 shares of common stock issuable upon exercise of Warrants held by Dr. Barer.
(5) Consists of: 165,715 shares of
common stock, 28,571 options having an exercise price of $8.19 per share expiring on September 14, 2020, 50,000 options having
an exercise price of $6.70 per share expiring on November 11, 2023, 20,000 options having an exercise price of $7.01 per share
expiring on February 18, 2025, 20,000 options having an exercise price of $4.83 per share expiring on April 15, 2026 and 3,530
shares of common stock issuable upon exercise of Warrants held by Mr. Bauer.
(6) Consists of: 218,483 shares of
common stock, 1,500,000 options having an exercise price of $4.22 per share expiring on September 13, 2023, 17,327 options having
an exercise price of $6.45 per share expiring on April 16, 2024, 167,087 options having an exercise price of $7.01 per share expiring
on February 18, 2025, 83,333 options having an exercise price of $4.83 per share expiring on April 15, 2026 and 21,181 shares of
common stock issuable upon exercise of Warrants held by Mr. Cola.
(7) Consists of: 57,536 shares of
common stock, 12,857 options having an exercise price of $8.19 per share expiring on September 13, 2020, 12,857 options having
an exercise price of $6.55 per share expiring on January 11, 2021, 15,000 options having an exercise price of $2.66 per share expiring
on January 3, 2022, 15,000 options having an exercise price of $7.25 per share expiring on January 2, 2023, 50,000 options having
an exercise price of $6.70 per share expiring on November 11, 2023, 15,000 options having an exercise price of $6.50 per share
expiring on January 2, 2024 and 20,000 options having an exercise price of $7.01 per share expiring on February 18, 2025, 20,000
options having an exercise price of $4.83 per share expiring on April 15, 2026 and 3,530 shares of common stock issuable upon exercise
of Warrants held by Mr. Clemow.
(8) Consists of: 59,524 shares of common
stock, 26,667 options having an exercise price of $8.09 per share expiring on July 22, 2025, 20,000 options having an
exercise price of $4.83 per share expiring on April 15, 2026 and 10,591 shares of common stock issuable upon exercise of
Warrants held by Ms. Duncan.
(9) Consists of: 71,073 shares of
common stock, 300,000 options having an exercise price of $6.29 per share expiring on October 16, 2018, 15,000 options having an
exercise price of $6.50 per share expiring on January 2, 2024, 20,000 options having an exercise price of $7.01 per share expiring
on February 18, 2025, 20,000 options having an exercise price of $4.83 per share expiring on April 15, 2026 and 7,061 shares of
common stock issuable upon exercise of Warrants held by Mr. Gantz.
(10) Consists of: 113,847 shares
of common stock, 300,000 options having an exercise price of $4.99 per share expiring on March 15, 2018, 15,000 options having
an exercise price of $6.50 per share expiring on January 2, 2024, 20,000 options having an exercise price of $7.01 per share expiring
on February 18, 2025, 20,000 options having an exercise price of $4.83 per share expiring on April 15, 2026 and 7,061 shares of
common stock issuable upon exercise of Warrants held by Mr. Grano.
(11) Consists of: 114,774 shares of
common stock, 900,000 options having an exercise price of $4.22 per share expiring on September 13, 2023, 13,532 options having
an exercise price of $6.45 per share expiring on April 16, 2024, 100,000 options having an exercise price of $7.01 per share expiring
on February 18, 2025, 66,667 options having an exercise price of $4.83 per share expiring on April 15, 2026 and 13,344 shares of
common stock issuable upon exercise of Warrants held by Mr. Neil.
PLAN OF DISTRIBUTION
We are registering the
shares of common stock issued to the selling stockholders and issuable upon exercise of the warrants issued to the selling stockholders
to permit the resale of those shares of common stock by such holders of common stock and warrants from time to time after the date
of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock.
We will, however, receive the net proceeds of any warrants exercised for cash. We will bear all fees and expenses incident to our
obligation to register the shares of common stock.
The selling stockholders
may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares
of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted
at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter
market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices
determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses
or block transactions. The selling stockholders may use any one or more of the following methods when selling shares:
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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settlement of short sales entered into after the effective date of the registration statement of
which this prospectus is a part;
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broker-dealers may agree with the selling stockholders to sell a specified number of such shares
at a stipulated price per share;
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through the writing or settlement of options or other hedging transactions, whether such options
are listed on an options exchange or otherwise;
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a combination of any such methods of sale; and
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any other method permitted pursuant to applicable law.
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The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act,
as permitted by that rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus, provided
that they meet the criteria and conform to the requirements of those provisions.
Broker-dealers engaged
by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect such
transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions
from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions
will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
will not be in excess of a customary brokerage commission in compliance with FINRA Rule 2121 and Supplementary Material .01 and
Supplementary Material .02 thereto.
In connection with sales
of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in
positions they assume. The selling stockholders may also sell shares of common stock short and if such short sale shall take place
after the date that this registration statement is declared effective by the SEC, the selling stockholders may deliver shares of
common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short
sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares,
to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers
or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing,
the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short
sales of our common stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared
effective by the SEC.
The selling stockholders
may, from time to time, pledge or grant a security interest in some or all of the warrants or shares of common stock owned by
them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell
the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders
to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling
stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees,
pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell shares
of common stock from time to time under this prospectus after a supplement to this prospectus has been filed under Rule 424(b)(3)
or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this prospectus.
The selling stockholders
and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions paid,
or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased
by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling stockholders who are “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act will be subject to the applicable prospectus delivery requirements
of the Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited
to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or
the Exchange Act.
Each selling stockholder
has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the common stock. Upon the Company being notified in writing by a selling
stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block
trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling
stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares
of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable,
(v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference
in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions
and markups, which, in the aggregate, would exceed eight percent (8.0%).
Under the securities laws
of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In
addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale
in such state or an exemption from registration or qualification is available and is complied with.
There can be no assurance
that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement,
of which this prospectus forms a part.
Each selling stockholder
and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules
and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may
limit the timing of purchases and sales of any of the shares of common stock by the selling stockholder and any other participating
person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares
of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect
the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with
respect to the shares of common stock.
We will pay all expenses of
the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, SEC
filing fees and expenses of compliance with state securities or “blue sky” laws;
provided
,
however
, that
each selling stockholder will pay all underwriting discounts and selling commissions, if any, and any related legal expenses incurred
by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities
Act, in accordance with the registration rights agreement, or the selling stockholders will be entitled to contribution. We may
be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may
arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance
with the related registration rights agreements, or we may be entitled to contribution.
LEGAL MATTERS
The validity of the shares
of common stock offered by this prospectus has been passed upon for us by Pepper Hamilton LLP.
EXPERTS
The consolidated
financial statements of Aevi Genomic Medicine, Inc. at December 31, 2016 and for the year then ended, incorporated by
referenced in this Prospectus and Registration Statement, have been audited by Ernst & Young LLP, independent registered
public accounting firm, and at December 31, 2015 and for each of the two years in the period ended December 31, 2015, by Kost
Forer Gabbay & Kaisierer, a member of EY Global, independent registered public accounting firm, as
set forth in their respective reports thereon, incorporated by reference herein, and are included in reliance upon such
reports given on the authority of such firms as experts in accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
We have filed with the
SEC a registration statement on Form S-3, including exhibits and schedules, under the Securities Act with respect to the securities
to be sold in this offering. This prospectus does not contain all the information contained in the registration statement. For
further information with respect to us and the securities to be sold in this offering, we refer you to the registration statement
and the exhibits and schedules attached to the registration statement. Statements contained in this prospectus as to the contents
of any contract, agreement or other document referred to are not necessarily complete. When we make such statements, we refer you
to the copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are
qualified in all respects by reference to those exhibits.
We are subject to the informational
requirements of the Exchange Act and we file annual, quarterly and current reports, proxy statements and other information with
the SEC. You can read our SEC filings, including the registration statement, at the SEC’s website at www.sec.gov. You may
also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Washington, D.C. 20549,
on official business days during the hours of 10:00 a.m. to 3:00 p.m.
You may also obtain copies
of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facility.
We make available free
of charge on our website at www. aevigenomicmedicine.com, our annual, quarterly and current reports, including any amendments thereto,
as soon as reasonably practicable after these materials are filed with or furnished to the SEC. The information on, or accessible
through, our website is not part of this prospectus.
INFORMATION INCORPORATED
BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus the information in other documents that we file with it. This means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be
a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede
information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference in this
prospectus (i) the documents listed below, (ii) all documents that we file with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of the initial filing of the registration statement of which this prospectus is included and
prior to the effectiveness of such registration statement, and (iii) and any future filings that we may make with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of the offering under this prospectus; provided,
however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed
in accordance with SEC rules:
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (filed on March 9, 2017);
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our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2017 (filed on May 10,
2017), for the fiscal quarter ended June 30, 2017 (filed on August 9, 2017) and for the fiscal quarter ended September 30, 2017
(filed on November 2, 2017);
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our Current Reports on Form 8-K filed with the SEC on February 27, 2017 (only with respect to Item
1.01), April 25, 2017, June 19, 2017, June 30, 2017, August 11, 2017, August 15, 2017, October 18, 2017 and December 4, 2017; and
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the description of our common stock contained in our registration statement on Form 8-A filed with
the SEC on March 24, 2011.
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You may obtain a copy of
any or all of the documents referred to above which may have been or may be incorporated by reference into this prospectus, except
for exhibits to those documents (unless the exhibits are specifically incorporated by reference into those documents) at no cost
to you by writing or telephoning us at the following address: Aevi Genomic Medicine, Inc., 435 Devon Park Drive, Suite 715, Wayne,
PA 19087, telephone number (610) 254-4201.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets
forth the costs and expenses to be borne by us in connection with the sale and distribution of the securities being registered,
other than underwriting discounts and commissions. All amounts are estimated except for the registration fee.
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SEC Registration Fee
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$
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4,139
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Accounting Fees and Expenses
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$
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15,000
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Legal Fees and Expenses
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$
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184,199
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Transfer Agent and Trustee Fees and Expenses
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$
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720
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Printing Expenses
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$
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26,704
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Miscellaneous Fees and Expenses
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$
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781,122
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Total
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$
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1,011,884
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Item 15. Indemnification of Directors and Officers
Section 102 of the Delaware
General Corporation Law allows a corporation to eliminate the personal liability of directors of a corporation to the corporation
or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty
of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment
of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our
amended and restated certificate of incorporation provides that to the fullest extent permitted by the Delaware General Corporation
Law, our directors shall not be liable to us or to our stockholders for monetary damages for breach of fiduciary duty as a director.
Section 145 of the Delaware
General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation
and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred
in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such
person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the
corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided,
that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the
adjudicating court determines that such indemnification is proper under the circumstances. Our amended and restated certificate
of incorporation, as amended and third amended and restated by-laws provide that any person who was or is a party, or is threatened
to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was a director or officer of our company, or by reason of the fact
that he or she was serving at the request of our company as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified (and we must advance expenses incurred in connection with the defense of such actions,
suit or proceedings) to the full extent now or hereafter permitted by law.
We maintain directors and
officers insurance covering our directors and certain of our officers, affiliates, partners and employees for certain liabilities.
We have entered into indemnification
agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each
director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’
fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including
any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.
Item 16. Exhibits
The exhibits to this registration
statement are listed in the Exhibit Index following the signature page of this registration statement.
Item 17. Undertakings
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(a)
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The undersigned registrant hereby undertakes:
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(1)
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
Provided, however
,
That:
Paragraphs (a)(1)(i),
(ii), and (iii) of this section do not apply if the registration statement is on Form S-1 (§239.11 of this chapter), Form
S-3 (§239.13 of this chapter), Form SF-3 (§239.45 of this chapter) or Form F-3 (§239.33 of this chapter) and the
information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m
or 78o(d)) that are incorporated by reference in the registration statement, or, as to a registration statement on Form S-3, Form
SF-3 or Form F-3, is contained in a form of prospectus filed pursuant to §230.424(b) of this chapter that is part of the registration
statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A)
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as .to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(b)
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c)
The
undersigned registrant hereby undertakes that: (i) for purposes of determining any liability under the Securities Act, the information
omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of the registration statement as of the time it was declared effective; and (ii) for the purpose of determining any
liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(d)
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the registrant, Aevi Genomic Medicine, Inc., certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Wayne, Pennsylvania on the 28
th
day of December, 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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Pursuant to the requirements
of the Securities Act of 1933, as amended, this Amendment No. 1 to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Michael F. Cola
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President, Chief Executive Officer and Director
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December 28, 2017
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Michael F. Cola
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(Principal Executive Officer)
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*
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Chief Financial Officer and Corporate Secretary
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December 28, 2017
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Brian D. Piper
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(Principal Financial Officer & Principal Accounting Officer)
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*
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Chairman of the Board of Directors
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December 28, 2017
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Sol J. Barer
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*
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Director
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December 28, 2017
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Eugene A. Bauer
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*
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Director
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December 28, 2017
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Alastair Clemow
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*
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Director
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December 28, 2017
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Wilbur H. Gantz
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*
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Director
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December 28, 2017
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Joseph J. Grano, Jr.
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*
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Director
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December 28, 2017
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Barbara Duncan
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*
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Director
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December 28, 2017
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Matthew D. Bayley
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*
By:
/s/ Michael F. Cola, as Attorney-in-Fact
Michael
F. Cola
EXHIBIT INDEX
Exhibit
No.
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Description
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4.1
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Amended
and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Registration Statement on
Form S-1 filed November 5, 2010 (File No. 333-170425) and incorporated herein by reference).
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4.2
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Certificate
of Amendment to Amended and Restated Certificate of Incorporation dated as of June 4, 2009 (previously filed as Exhibit 3.2
to the Company’s Registration Statement on Form S-1 filed November 5, 2010 (File No. 333-170425) and incorporated herein
by reference).
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4.3
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Certificate
of Amendment to Amended and Restated Certificate of Incorporation dated as of February 14, 2011 (previously filed as Exhibit
4.3 to the Company’s Post-Effective Amendment No. 1 to Form S-1 on Form S-3 filed July 16, 2012 (File No. 333-170425)
and incorporated herein by reference).
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4.4
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Certificate
of Amendment to Amended and Restated Certificate of Incorporation dated as of October 17, 2017 (previously filed as Exhibit
3.1 to the Company’s Current Report on Form 8-K filed October 18, 2017 (File No. 333-170425) and incorporated herein
by reference).
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4.5
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Third
Amended and Restated By-Laws (previously filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed December
15, 2016 (File No. 333-170425) and incorporated herein by reference).
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4.6
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Specimen
Common Stock Certificate (previously filed as Exhibit 4.1 to the Company’s Amendment No. 4 to Registration Statement
on Form S-1 filed February 22, 2011 (File No. 333-170425) and incorporated herein by reference).
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4.7
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Specimen
Warrant Certificate (previously filed as Exhibit 4.4 to the Company’s Amendment No. 4 to Registration Statement on Form
S-1 filed February 22, 2011 (File No. 333-170425) and incorporated herein by reference).
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5.1
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Opinion
of Pepper Hamilton LLP.
(1)
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10.1
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Securities
Purchase Agreement (previously filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed
on September 8, 2017 and incorporated herein by reference).
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10.2
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Registration
Rights Agreement (previously filed as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on
September 8, 2017 and incorporated herein by reference).
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23.1
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Consent of Kost Forer Gabbay &
Kasierer (Ernst & Young).
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23.2
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Consent
of Ernst & Young LLP.
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23.3
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Consent
of Pepper Hamilton LLP (included in Exhibit 5.1).
(1)
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24.1
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Powers
of Attorney (include on the signature page to the registrant’s Registration Statement on Form S-3 (File No. 333-221950),
filed on December 8, 2017).
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(1)
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Filed as an
exhibit to the registrant’s Registration Statement on Form S-3 (File No. 333-221950),
filed on December 8, 2017 and being amended hereby.
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