Current Report Filing (8-k)
04 February 2020 - 8:31AM
Edgar (US Regulatory)
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
February 3, 2020
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:
¨
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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. ¨
Introduction
On February 3, 2020, Aevi Genomic Medicine,
Inc., a Delaware corporation (“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 (the “Surviving Entity”).
In
accordance with the terms of the Merger Agreement, each outstanding share of common stock of Aevi, par value of $0.0001 per share,
was converted into the right to receive (i) the fraction of a share of Cerecor common stock, par value of $0.001 per share, at
a ratio equal to 0.0334, which in the aggregate totaled approximately 3.9 million shares of Cerecor common stock issued to Aevi
stockholders; (ii) one contingent value right, which represents the right to receive the pro rata portion of contingent payments
of up to $6.5 million, to be paid in cash or Cerecor common stock in the sole discretion of Cerecor, upon the achievement of certain
milestones in accordance with the Contingent Value Rights Agreement between Cerecor and American Stock Transfer & Trust Company
LLC (the “CVR Agreement”); and (iii) cash in lieu of fractional shares of Cerecor common stock, which in the aggregate
totaled approximately $1,050.00. Additionally, each outstanding Aevi stock option was cancelled and each outstanding Aevi
warrant was exercised on a cashless basis prior to the consummation of the Merger.
Immediately following the closing of the
Merger, pre-closing Aevi stockholders owned approximately 6.9% of Cerecor common stock.
In connection with the consummation of the
Merger, Aevi (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had been consummated, and (ii) requested
that Nasdaq (x) suspend trading of the shares of Aevi common stock effective at the open of business on February 4, 2020 and (y)
file with the Securities and Exchange Commission (the “SEC”) a Form 25 Notification of Removal from Listing and/or
Registration to delist and deregister the shares of Aevi common stock under Section 12(b) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Aevi intends to file with the SEC a certification on Form 15 under the Exchange
Act, requesting the deregistration of the shares of Aevi common stock and the suspension of Aevi’s reporting obligations
under Sections 13 and 15(d) of the Exchange Act.
The
foregoing description of the Merger Agreement and CVR Agreement is not complete and is qualified in its entirety by reference to
the Merger Agreement and form of CVR Agreement, which were previously filed as Exhibit 2.1 to the Current Report on Form 8-K/A,
filed on December 11, 2019 and incorporated herein by reference.
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Item 2.01.
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Completion
of Acquisition or Disposition of Assets.
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The disclosure set forth in the section
above titled “Introduction” is incorporated herein by reference.
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Item 3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
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The disclosure set forth in the section
above titled “Introduction” is incorporated herein by reference.
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Item 3.03.
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Material
Modification to Rights of Security Holders.
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The disclosure set forth in the section
above titled “Introduction” is incorporated herein by reference.
At the effective time of the Merger, each
holder of Aevi common stock ceased to have any rights as a stockholder of Aevi other than the right to receive merger consideration
in accordance with the Merger Agreement.
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Item 5.01.
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Changes
in Control of Registrant.
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The disclosure set forth in the section
above titled “Introduction” is incorporated herein by reference. At the effective time of the Merger Aevi became a
wholly owned subsidiary of Cerecor.
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Option Termination Agreements
On February 3, 2020, in connection with
the consummation of the Merger, Aevi entered into Option Termination Agreements (each, an “Option Termination Agreement”)
with Michael F. Cola and Garry A. Neil (each, a “Holder”). The options were granted pursuant to the Non-Qualified Stock
Option Award Agreement between each Holder and Aevi, dated September 13, 2013 (the “Option Agreements”). Pursuant to
the Option Termination Agreements, each Holder has agreed that, without further obligation or liability of Aevi, each option to
acquire shares of the Aevi’s common stock held by such Holder were cancelled immediately prior to the effective time of the
Merger and the Option Agreement was terminated and of no force and effect.
Resignations
The information set forth in the section
above titled “Introduction” is incorporated herein by reference.
As a result of the Merger and pursuant to
letters of resignation, at the effective time of the Merger, the following persons ceased to be directors of Aevi: Sol J. Barer,
Eugene A. Bauer, Matthew Bayley, Alastair Clemow, Michael F. Cola, Barbara Duncan and Joseph J. Grano, Jr. None of these resignations
were a result of any disagreement with Aevi, its management or the board of directors. The Surviving Entity will be managed by
Cerecor.
As a result of the Merger and pursuant to
letters of resignation, at the effective time of the Merger, the following individuals ceased to be officers of Aevi: Michael F.
Cola, Michael H. McInaw and Garry Neil. None of these resignations were a result of any disagreement with Aevi, its management
or the board of directors.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws;
Changes in Fiscal Year.
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At the effective time of the Merger, Aevi
ceased to exist and Second Merger Sub continued as the Surviving Entity. The certificate of formation and limited liability company
agreement as in effect at the effective time of the Merger remained as the certificate of formation and limited liability company
agreement of the Surviving Entity. The certificate of formation and limited liability company agreement of Second Merger Sub are
attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
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Item 5.07.
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Submission
of Matters to a Vote of Security Holders.
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On February 3, 2020, Aevi held a special
meeting of its stockholders (the “Special Meeting”) to consider and vote on certain proposals related to the Merger.
Prior to the Special Meeting, Aevi delivered a proxy statement (the “Proxy Statement”) to its stockholders describing
the proposals to be voted on at the Special Meeting, the Merger and related information. The Proxy Statement was filed by Aevi
with the SEC on December 31, 2019.
At the close of business on December 20,
2019, the record date for the Special Meeting, there were 77,713,782 shares of Aevi common stock outstanding, all of which were
entitled to vote at the Special Meeting. At the Special Meeting, holders of an aggregate of 49,903,818 shares of Aevi common stock
were present or represented by proxy, constituting a quorum. The following are the final voting results on the proposals considered
and voted upon at the Special Meeting, each of which is more fully described in the Proxy Statement.
Proposal 1: Holders of Aevi common stock adopted and
approved the Merger Agreement and the Merger of Aevi and Cerecor pursuant thereto (the “Merger Proposal”):
For
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Against
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Abstained
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49,533,529
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304,349
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65,940
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Proposal 2: Holders of Aevi common
stock approved the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient
votes to approve the Merger Proposal at the time of the Special Meeting. Because there were sufficient proxies to approve the Merger
Proposal, no proposal to adjourn the Special Meeting was made:
For
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Against
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Abstained
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49,326,712
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503,825
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73,281
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Item 9.01.
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Financial
Statements and Exhibits.
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(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. (incorporated by reference from Exhibit 2.1 to Aevi’s Current Report on Form 8-K/A filed with the SEC on December 11, 2019).
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3.1
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Certificate of Formation of Second Genie Merger Sub, LLC.
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3.2
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Limited Liability Company Agreement of Second Genie Merger Sub, LLC
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10.1
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Option Termination Agreement, effective February 3, 2020, by and between Aevi Genomic Medicine, Inc. and Michael F. Cola.
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10.2
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Option Termination Agreement, effective February 3, 2020, by and between Aevi Genomic Medicine, Inc. and Garry A. Neil
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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: February 3, 2020
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