Amended Statement of Beneficial Ownership (sc 13d/a)
August 17 2018 - 4:10PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Aevi Genomic Medicine, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
00835P105
(CUSIP Number)
Jeffrey Kahn
Executive Vice President and General
Counsel
The Children’s Hospital of Philadelphia
Foundation
3401 Civic Center Boulevard, Philadelphia,
PA 19104
267-426-6148
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August
15, 2018
(Date of Event Which Requires Filing of
this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note
: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however,
see
the
Notes
).
CUSIP No.
00835P105
|
13D
|
Page 1 of 5 Pages
|
1.
|
Name of Reporting Persons
The Children’s Hospital of Philadelphia
Foundation
|
2.
|
Check the Appropriate Box if a Member
of a Group (see instructions)
|
|
|
(a)
|
¨
|
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(b)
|
¨
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3.
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SEC USE ONLY
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4.
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Source of Funds (see instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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¨
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6.
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Citizenship or Place of Organization
Pennsylvania
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
21,248,253
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
21,248,253
|
10.
|
Shared Dispositive Power
0
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11.
|
Aggregate Amount Beneficially Owned by
Each Reporting Person
21,248,253
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨
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13.
|
Percent of Class Represented by Amount
in Row 11
31.59%
|
14.
|
Type of Reporting Person (see instructions)
CO
|
CUSIP No.
00835P105
|
13D
|
Page
2 of 5 Pages
|
This Amendment
No. 1 amends and supplements the Schedule 13D filed on October 17, 2017.
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is supplemented as follows:
On August 15, 2018, The Children’s Hospital
of Philadelphia Foundation (“CHOP”) purchased 2,551,020 shares (the “Shares”) of common stock, par value
$0.0001 per share of the Issuer (“Common Stock”).
The Issuer issued 2,551,020 shares of Common
Stock to CHOP on August 15, 2018 for an aggregate purchase price of $2,500,000 in cash under the Issuer’s “at the market”
program as further described in the Company’s prospectus supplement, which was filed by the Issuer on May 15, 2018. The working
capital of CHOP was the source of the funds for the purchase of its equity securities from the Issuer. No part of the purchase
price of these equity securities was represented by funds or other consideration borrowed or otherwise obtained from third parties
for the purpose of acquiring, holding, trading or voting these equity securities.
Item 4.
|
Purpose of Transaction.
|
Item 4 is supplemented as follows:
CHOP acquired the Shares for investment purposes. CHOP
has no present plans or proposals that relate to or would result in any change in the business, policies, management, structure
or capitalization of the Issuer. CHOP may engage in discussions from time to time with other stockholders of the Issuer regarding
the acquisition by CHOP or others of shares of the Issuer’s Common Stock held by such stockholders. CHOP has nominated Matthew
D. Bayley as a director to the Issuer’s board of directors pursuant to Section 4.17 of the Securities Purchase Agreement,
dated August 9, 2017 (the form of which was filed by the Issuer on Exhibit 10.1 to its Current Report on Form 8-K on August 11,
2017), which nominee was appointed to the Issuer’s board of directors in December 2017.
CHOP may seek information from management
and the Issuer’s board of directors, and may engage in further discussions with management, the Issuer’s board of directors,
other stockholders of the Issuer and other relevant parties concerning the business, operations, governance, management, strategy,
capitalization and/or future plans of the Issuer. In addition, CHOP may seek information from management and the Issuer’s
board of directors, and may engage in further discussions with management, the Issuer’s Board of Directors, other stockholders
of the Issuer and other relevant parties in connection with the proposal of one or more of the other actions described in subparagraphs
(a) through (j) of this Item 4.
CUSIP No.
00835P105
|
13D
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Page
3 of 5 Pages
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Except as set forth above, CHOP does not have
any present plans which relate to or would result in:
|
(a)
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the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer;
|
|
(b)
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an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
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(c)
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a sale or transfer of a material amount of assets of
the Issuer or of any of its subsidiaries;
|
|
(d)
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any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on
the board;
|
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(e)
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any material change in the present capitalization or
dividend policy of the Issuer;
|
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(f)
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any other material change in the Issuer’s business
or corporate structure;
|
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(g)
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changes in the Issuer’s charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
|
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(h)
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a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
|
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(i)
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a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
|
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(j)
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any action similar to any of those enumerated above.
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Item 5.
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Interest in Securities of the Issuer.
|
Item 5 is
amended and restated as follows:
|
(a)
|
CHOP is the beneficial owner of 21,248,253 shares of Common Stock, consisting of 18,424,036 shares
of Common Stock, and 2,824,217 shares of Common Stock issuable upon the exercise of a warrant held by CHOP. CHOP’s board
of trustees, or a committee designated by the board of trustees, has voting and investment power of their Securities. No member
of CHOP’s board of trustees or investment committee may act individually to vote or sell Securities held by CHOP; therefore,
no individual board or committee member is deemed to beneficially own, within the meaning of Rule 13d-3, any Securities held by
CHOP solely by virtue of the fact that he or she is a member of the board of trustees or the investment committee.
|
The address
of CHOP is 3401 Street & Civic Center Boulevard, Philadelphia, PA 19104.
The percentage
of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by CHOP is set forth on Line 13 of the cover
sheet to this schedule. Such percentage was calculated based on the 59,340,731 shares of Common Stock reported as outstanding
on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, as filed with the Securities
and Exchange Commission on August 2, 2018, together with the issuance of 5,102,040 additional shares of Common Stock sold by the
Issuer on August 15, 2018 and then 2,824,217 shares of Common Stock issuable upon exercise of CHOP’s warrant.
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(b)
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Regarding the number of shares as to which such person has:
|
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(i)
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sole power to vote or to direct the vote: See line 7 of the cover sheet;
|
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(ii)
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shared power to vote or to direct the vote: See line 8 of the cover sheet;
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CUSIP No.
00835P105
|
13D
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Page
4 of 5 Pages
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(iii)
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sole power to dispose or to direct the disposition: See line 9 of the cover sheet; and
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(iv)
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shared power to dispose or to direct the disposition: See line 10 of the cover sheet.
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(c)
|
Except as set forth in Item 3 above, CHOP has not effected any transaction in the Common Stock during
the last 60 days.
|
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends
from, or any proceeds from the sale of, equity securities of the Issuer beneficially owned by CHOP.
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CUSIP No.
00835P105
|
13D
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Page
5 of 5 Pages
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[SIGNATURE]
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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August 17, 2018
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Date
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THE CHILDREN’S HOSPITAL OF PHILADELPHIA FOUNDATION
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By:
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/s/ Thomas J. Todorow
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Name: Thomas J. Todorow
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Title: Chief Financial Officer
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