As filed with the Securities and Exchange
Commission on February 12, 2020
Registration No. 333-182740
Registration No. 333-208586
Registration No. 333-221950
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-182740
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-208586
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-221950
UNDER
THE SECURITIES ACT OF 1933
AEVI GENOMIC MEDICINE, LLC
(Exact name of registrant as specified
in its charter)
Delaware
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84-4568998
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. employer
identification no.)
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435 Devon Park Drive, Suite 715
Wayne, Pennsylvania 19087
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Michael F. Cola
Vice President
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(610) 254-4201
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Aevi Genomic Medicine, LLC
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(Address, including zip code, and telephone
number, including area code, of registrant’s
principal executive offices)
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435 Devon Park Drive, Suite 715
Wayne, Pennsylvania 19087
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(610) 254-4201
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(Name, address, including zip code, and
telephone number,
including area code, of agent
for service)
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With a copy to:
Brian M. Katz, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103
(215) 981-4000
Approximate date of commencement of proposed sale to the public:
Not applicable
If the only securities being registered on this Form are being
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, check the following box: ¨
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 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, a smaller reporting company, or an emerging growth company. See definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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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. ¨
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments (these
“Post-Effective Amendments”) relate to the following Registration Statements of Aevi Genomic Medicine, Inc., a Delaware
corporation f/k/a Medgenics, Inc. (“Aevi”), on Form S-3 (collectively, the “Registration Statements”).
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Registration No. 333-182740, filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 18, 2012, as amended on August 1, 2012, covering an aggregate of 6,671,202 shares of common stock, par value $0.0001 per share, of Aevi (“Common Stock”);
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Registration No. 333-208586, filed with the Commission on December 17, 2015, covering an aggregate of 459,770 shares of Common Stock; and
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Registration No. 333-221950, filed with the Commission on December 8, 2017, as amended on December 28, 2017, covering an aggregate of 26,176,126 shares of Common Stock.
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On February 3, 2020, Aevi consummated a
two-step merger (the “Merger”) with Cerecor Inc., a Delaware corporation (“Cerecor”), in accordance with
the terms of the previously disclosed Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated
as of December 5, 2019, by and between Aevi, Cerecor, Genie Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary
of Cerecor (“Merger Sub”), and Second Genie Merger Sub, LLC, a Delaware limited liability company and wholly owned
subsidiary of Cerecor (“Second Merger Sub”). In accordance with the Merger Agreement, Merger Sub merged with and into
Aevi, with Aevi as the surviving corporation, and as part of the same overall transaction, Aevi then merged with and into Second
Merger Sub, with Second Merger Sub as the surviving entity. The surviving entity from the second merger was renamed Aevi Genomic
Medicine, LLC.
As a result of the Merger, all offerings
of Aevi’s securities pursuant to the above-referenced Registration Statements have been terminated. Aevi Genomic Medicine,
LLC (as successor by merger to Aevi), by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration
Statements and removes from registration any and all securities registered but unsold under the Registration Statements as of the
date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant 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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in
the city of Wayne, Commonwealth of Pennsylvania, on February 12, 2020.
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AEVI GENOMIC MEDICINE, LLC
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By:
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/s/ Michael F. Cola
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Name:
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Michael F. Cola
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Title:
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Vice President
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No other person is required to sign this Post-Effective Amendment
in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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