Amended Current Report Filing (8-k/a)
December 11 2019 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 5, 2019
Date of Report (Date of earliest event reported)
AEVI GENOMIC
MEDICINE, INC.
(Exact name of registrant as specified in its charter)
Delaware
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1-35112
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98-0217544
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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435 Devon Park Drive, Suite 715
Wayne, Pennsylvania 19087
(Address of principal executive offices,
zip code)
(610) 254-4201
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common stock, par value $0.0001 per share
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GNMX
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Nasdaq Capital Market
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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x
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
On December 5, 2019, Aevi Genomic Medicine,
Inc. filed a Form 8-K (the “Original 8-K”) disclosing its entry into an Agreement and Plan of Merger
and Reorganization (the “Merger Agreement”) with Cerecor Inc., Genie Merger Sub, Inc. and Second Genie
Merger Sub, LLC. This Amendment No. 1 is being filed solely to correct a typographical error contained on page 58 of the Merger
Agreement filed as Exhibit 2.1 to the Original 8-K. Exhibit 2.1 filed with this Amendment No. 1 replaces Exhibit 2.1 to the
Original 8-K in its entirety, all other exhibits to the Original 8-K remain unchanged.
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 Genomic Medicine, Inc. (“Aevi”) or Cerecor Inc.
(“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, Section 21E of the Exchange Act and as that term is defined
in the Private Securities Litigation Reform Act of 1995, including, but not limited to, Aevi’s and Cerecor’s expectations
or predictions of future financial or business performance or conditions. Forward-looking statements are sometimes identified by
their use of the terms and phrases such as “estimate,” “project,” “intend,” “forecast,”
“anticipate,” “plan,” “planning, “expect,” “believe,” “will,”
“will likely,” “should,” “could,” “would,” “may” or the negative of
such terms and other comparable terminology. These forward-looking statements are subject to numerous assumptions, risks and uncertainties,
which change over time, are difficult to predict and are generally beyond the control of either company. Actual results may differ
materially from current projections.
Important factors that may cause actual
results to differ materially from the results discussed in the forward-looking statements or historical experience include risks
and uncertainties, including the timing and completion of the merger, the parties’ ability to satisfy the closing conditions
of the Merger Agreement, the failure by Aevi or Cerecor to secure and maintain relationships with collaborators and/or investors;
risks relating to clinical trials; risks relating to the commercialization, if any, of Aevi’s or Cerecor’s proposed
product candidates (such as marketing, regulatory, product liability, supply, competition, and other risks); dependence on the
efforts of third parties; dependence on intellectual property; and risks that Aevi or Cerecor may lack the financial resources
and access to capital to fund proposed operations. Further information on the factors and risks that could affect Aevi’s
and Cerecor’s respective businesses, financial conditions and results of operations are contained in Aevi’s and Cerecor’s
filings with the SEC, which are available at www.sec.gov. The forward-looking statements represent Aevi’s and Cerecor’s
estimate as of the date hereof only, and Aevi and Cerecor specifically disclaim any duty or obligation to update forward-looking
statements.
Item 1.01. Entry Into a Material Definitive Agreement.
The
disclosures set forth in Item 1.01 of the Original 8-K are incorporated into this Amendment No. 1 by reference without changes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
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Description
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2.1*
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Agreement and Plan of Merger and Reorganization, dated as
of December 5, 2019 among Aevi Genomic Medicine, Inc., Genie Merger Sub, Inc., Second Genie Merger Sub, LLC and Cerecor Inc.
(including the Form of Contingent Value Rights Agreement)
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10.1
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Form of Voting Agreement of Aevi Genomic Medicine, Inc. dated December 5, 2019 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K of Aevi Genomic Medicine, Inc. filed
with the Securities and Exchange Commission on December 5, 2019)
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10.2
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Promissory Note for License Expenses, dated December 5, 2019, by and between Cerecor Inc. and Aevi Genomic Medicine, Inc. (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K of Aevi Genomic Medicine,
Inc. filed with the Securities and Exchange Commission on December 5, 2019)
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10.3
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Promissory Note for Operating Expenses, dated December 5, 2019, by and between Cerecor Inc. and Aevi Genomic Medicine, Inc. (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K of Aevi Genomic Medicine,
Inc. filed with the Securities and Exchange Commission on December 5, 2019)
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99.1
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Press Release issued by Aevi Genomic Medicine, Inc. dated December 5, 2019 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of Aevi Genomic Medicine,
Inc. filed with the Securities and Exchange Commission on December 5, 2019)
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*
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The schedules and exhibits to the Agreement and Plan of Merger
have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Aevi will furnish copies of
any such schedules or exhibits to the SEC upon request.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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AEVI GENOMIC MEDICINE, INC.
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By:
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/s/ Michael F. Cola
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Name: Michael F. Cola
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Title: President and Chief Executive Officer
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Date: December 10, 2019
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