Item 1.01.
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Entry Into a Material Definitive Agreement.
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Form of Warrant
Amendment Agreement
In connection with
its previously announced merger transaction with Cerecor Inc. (“Cerecor”), on December 5, 2019, Aevi Genomic Medicine,
Inc. (the “Company”) entered into warrant amendment agreements with certain holders of warrants to purchase shares
of the Company’s common stock (the “Warrant Agreement”) to amend all outstanding warrants to purchase shares
of the Company’s common stock. The Warrant Agreement provides that in connection with a Fundamental Transaction (as defined
therein), all outstanding warrants shall be automatically exercised in a cashless exercise immediately prior to such Fundamental
Transaction. After such cashless exercise, all outstanding warrants will be null and void. The previously announced merger transaction
with Cerecor will be considered a Fundamental Transaction. Given the exercise price of all outstanding warrants, Aevi does not
anticipate any amounts being paid to warrant holders in the aforementioned cashless exercise in connection with the merger.
The foregoing summary
of the Warrant Agreement is qualified in its entirety by reference to the complete text of such document, a form of which is filed
as Exhibit 4.1 attached hereto and which is incorporated herein by reference.
Additional Information about
the Merger and Where to Find It
This document does
not constitute an offer to sell or the solicitation of an offer to buy any securities of Aevi or Cerecor or the solicitation of
any vote or approval. In connection with the proposed merger, Cerecor will file with the Securities and Exchange Commission (the
“SEC”) a Registration Statement on Form S-4 containing a proxy statement/prospectus. The proxy statement/prospectus
will contain important information about Aevi, Cerecor, the merger and related matters. Aevi will mail or otherwise deliver the
proxy statement/prospectus to its stockholders when it becomes available. Investors and security holders of Aevi and Cerecor are
urged to read carefully the proxy statement/prospectus relating to the merger (including any amendments or supplements thereto)
in its entirety when it is available, because it will contain important information about the proposed merger.
Investors and security
holders of Aevi and Cerecor will be able to obtain free copies of the proxy statement/prospectus for the proposed merger (when
it is available) and other documents filed with the SEC by Aevi and Cerecor through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders of Aevi will be able to obtain free copies of the proxy statement/prospectus for the
proposed merger (when it is available) by contacting Aevi, Attn: Mike McInaw, michael.mcinaw@aevigenomics.com. Investors
and security holders of Cerecor will be able to obtain free copies of the proxy statement/prospectus for the merger by contacting
Cerecor, Attn: James Harrell, jharrell@cerecor.com.
Participants in
the Merger
Aevi, Cerecor and certain
of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders
of Aevi in respect of the transactions contemplated by the Merger Agreement between Aevi and Cerecor. Information regarding Aevi’s
directors and executive officers is contained in Aevi’s Annual Report on Form 10-K for the fiscal year ended December 31,
2018, which was filed with the SEC on March 29, 2019, and will also be available in the proxy statement/prospectus that will be
filed by Cerecor with the SEC in connection with the proposed merger. Information regarding Cerecor’s directors and executive
officers is contained in Cerecor’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed
with the SEC on March 18, 2019, and will also be available in the proxy statement/prospectus that will be filed by Cerecor with
the SEC in connection with the proposed merger.
Cautionary Statement
Regarding Forward-Looking Statements
This document contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange
Act of 1934 and as that term is defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to,
Aevi’s and Cerecor’s expectations or predictions of future financial or business performance or conditions. Forward-looking
statements are sometimes identified by their use of the terms and phrases such as “estimate,” “project,”
“intend,” “forecast,” “anticipate,” “plan,” “planning, “expect,”
“believe,” “will,” “will likely,” “should,” “could,” “would,”
“may” or the negative of such terms and other comparable terminology. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the
control of either company. Actual results may differ materially from current projections.
Important factors that
may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience
include risks and uncertainties, including the timing and completion of the merger, the parties’ ability to satisfy the closing
conditions of the Merger Agreement, the failure by Aevi or Cerecor to secure and maintain relationships with collaborators and/or
investors; risks relating to clinical trials; risks relating to the commercialization, if any, of Aevi’s or Cerecor’s
proposed product candidates (such as marketing, regulatory, product liability, supply, competition, and other risks); dependence
on the efforts of third parties; dependence on intellectual property; and risks that Aevi or Cerecor may lack the financial resources
and access to capital to fund proposed operations. Further information on the factors and risks that could affect Aevi’s
and Cerecor’s respective businesses, financial conditions and results of operations are contained in Aevi’s and Cerecor’s
filings with the SEC, which are available at www.sec.gov. The forward-looking statements represent Aevi’s and Cerecor’s
estimate as of the date hereof only, and Aevi and Cerecor specifically disclaim any duty or obligation to update forward-looking
statements.