UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

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 1-35112 98-0217544
(State or other jurisdiction of
incorporation or organization)
(Commission File Number) (I.R.S. Employer
Identification No.)

 

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 Trading Symbol(s) Name of exchange on which registered
Common stock, par value $0.0001 per share GNMX Nasdaq Capital Market

 

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):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. ¨

 

 

 

 

 

Item 1.01. Entry Into a Material Definitive Agreement.

 

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.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.
Description
4.1 Form of Warrant Amendment Agreement of Aevi Genomic Medicine, Inc. dated December 5, 2019

 

 

 

 

 

 

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.

 

  AEVI GENOMIC MEDICINE, INC.
   
  By:    /s/ Michael F. Cola
    Name: Michael F. Cola
    Title: President and Chief Executive Officer

Date: December 9, 2019

 

 

 

 

 

 

 

 

Exhibit 4.1

 

amendment Agreement of Warrants to purchase

 

Common Stock

 

This amendment AGREEMENT of Warrants to Purchase common Stock (this “Agreement”) is made as of December 5, 2019, by and between Aevi Genomic Medicine, Inc., a Delaware corporation (the “Company”) and the undersigned holders (each a “Holder” and collectively the “Holders”). The Company and the Holders are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”

 

RECITALS

 

WHEREAS, the Company issued to the Holders those certain Warrants to Purchase Common Stock on October 17, 2017 (the “Warrants”), which, among other things, entitle the Holders to purchase an aggregate of 3,953,904 shares of common stock, $0.0001 per value per share of the Company (the “Warrant Shares”);

 

WHEREAS, the Warrants were issued pursuant to that certain Securities Purchase Agreement, dated as of August 9, 2017, by and among the Company and the purchasers identified therein (the “Purchase Agreement”);

 

WHEREAS, the Holders are the holders of Warrants representing more than a majority of the Warrant Shares obtainable upon exercise of the Warrants currently outstanding; and

 

WHEREAS, in accordance with Section 16 of the Warrant, the Holders hereby wish to amend all outstanding Warrants (as more fully set forth below) concurrently with entry into that certain Agreement and Plan of Merger (the “Merger Agreement”) by and between Cerecor, Inc., a Delaware corporation, the Company and certain other parties named therein.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:

 

AGREEMENT

 

1.       Definitions. Any and all capitalized terms not specifically defined herein shall have the meanings ascribed to them in the Warrants.

 

 

 1 

 

 

2.       Amendment. Section 9(c) is hereby deleted in its entirety and replaced with:

 

“If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company is not the survivor or the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting securities of the surviving entity, (ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common Stock is acquired by a third party, in each case in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which all or substantially all of the holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then if this Warrant shall not have been exercised in full immediately prior to such Fundamental Transaction, then this Warrant shall be deemed to be automatically exercised in a “cashless exercise” pursuant to Section 10 below, notwithstanding whether there is an effective Registration Statement or current prospectus, without further action on the part of the Holder (and the Holder hereof shall be deemed to be a holder of the Common Stock, if any, issued upon such automatic exercise), immediately prior to the Fundamental Transaction and thereafter this Warrant shall be null and void for all purposes. For the sake of clarity, whether or not Warrant Shares are issued to the Holder pursuant to the “cashless exercise” formula in Section 10, this Warrant shall be null and void for all purposes immediately prior to a Fundamental Transaction following its automatic “cashless exercise”. In the event that the Warrant is deemed to be automatically exercised in connection with a Fundamental Transaction in accordance with the foregoing provision, the “Exercise Date” of the Warrant for the purposes hereof shall be the date of the consummation by the Company of such Fundamental Transaction.”

 

3.       Termination. This Agreement shall terminate automatically, without any notice or other action by any Party, upon the termination of the Merger Agreement in accordance with its terms. In the event of the termination of this Agreement, this Agreement shall forthwith become null and void, there shall be no liability on the part of any of the Parties, and all rights and obligations of each Party hereto shall cease.

 

4.       Governing Law. This Agreement and the Parties’ rights and obligations hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to the principles of conflicts of law thereof.

 

5.       Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors, heirs and permitted assigns. No Party may assign its rights, duties or obligations under this Agreement without the prior written consent of the other Parties.

 

6.       Counterparts. This Agreement may be executed in any number of separate counterparts, all of which shall constitute one agreement. Execution and delivery of this Agreement may be effected by pdf, facsimile, or other electronic transmission of signature pages.

 

7.       Amendments. This Agreement may be amended, modified or waived only in a writing signed by each of the Parties hereto.

 

[Signature pages follow]

 2 

 

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment Agreement as of the date first written above.

 

 

  AEVI GENOMIC MEDICINE, INC.
   
   
  By: ____________________________________
   
  Name: __________________________________
   
  Title: ___________________________________

 

 

 

 

 

 

 

 

[Signature Page to Amendment Agreement of Warrants to Purchase Common Stock]

 

 

 

  THE CHILDREN’S HOSPITAL OF
  PHILADELPHIA FOUNDATION
   
   
  By: ____________________________________
   
  Name: __________________________________
   
  Title: ___________________________________

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Amendment Agreement of Warrants to Purchase Common Stock]

 

 

 

  ____________________________________
  Sol J. Barer

 

 

 

 

 

 

 

 

 

 

[Signature Page to Amendment Agreement of Warrants to Purchase Common Stock]

 

 

 

  ____________________________________
  Eugene A. Bauer

 

 

 

 

 

 

 

 

 

[Signature Page to Amendment Agreement of Warrants to Purchase Common Stock]

 

 

 

  ____________________________________
  Michael F. Cola

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Amendment Agreement of Warrants to Purchase Common Stock]

 

 

 

  ____________________________________
  Alastiar Clemow

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Amendment Agreement of Warrants to Purchase Common Stock]

 

 

 

  ____________________________________
  Barbara Duncan

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Amendment Agreement of Warrants to Purchase Common Stock]

 

 

 

  ____________________________________
  Joseph J. Grano, Jr.

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Amendment Agreement of Warrants to Purchase Common Stock]

 

 

 

  ____________________________________
  Garry A. Neil

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Amendment Agreement of Warrants to Purchase Common Stock]