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

 

October 17, 2017
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)


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):

 

¨ 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 3.02. Unregistered Sales of Equity Securities.

 

 On October 17, 2017, Aevi Genomic Medicine, Inc. (the “Company”) completed its previously announced private placement of an aggregate of 22,222,222 shares (the “Shares”) of its common stock, $0.0001 par value per share (the “Common Stock”), and warrants to purchase up to an aggregate of 3,953,904 shares of Common Stock (the “Warrants”) at a purchase price of $1.26 per share of Common Stock and accompanying Warrant (the “Private Placement”). The Private Placement was made pursuant to the terms of the previously announced Securities Purchase Agreement, dated as of August 9, 2017, with the Children’s Hospital of Philadelphia Foundation (“CHOP Foundation”) as the lead purchaser and certain other existing institutional and accredited investors (collectively, the “Purchasers”).

 

The aggregate proceeds from the Private Placement are approximately $28.0 million (before expenses). The Company intends to use the net proceeds from the Private Placement primarily to further the development of its two lead clinical programs, to support its ongoing collaboration with the Children’s Hospital of Philadelphia, to develop other product candidates and for general corporate purposes.

 

The Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Purchasers has represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D, and was acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by the Company or its representatives. The securities sold and issued in the Private Placement have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from the registration requirements.

 

On October 17, 2017, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and which is incorporated herein by reference.

 

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 17, 2017, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to increase the authorized number of shares of Common Stock from 100,000,000 shares to 200,000,000 shares. The Amendment had been previously approved by the Company’s Board of Directors, subject to stockholder approval.

 

The Amendment was filed with the Secretary of State of the State of Delaware on October 17, 2017 and became effective on October 17, 2017.

 

The information set forth above is qualified in its entirety by reference to the actual terms of the Amendment attached hereto as Exhibit 3.1 and which is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On October 17, 2017, the Company held a special meeting of stockholders (the “Special Meeting”) to: (1) approve the Private Placement, (2) approve the Amendment and (3) adjourn the Special Meeting, if necessary, to solicit additional proxies for proposals (1) and (2).

 

Proposal 1 was approved by the Company’s stockholders. Set forth below are the final voting results for the proposal submitted to a vote of the stockholders at the Special Meeting.

 

For    17,584,907  
Against    486,259  
Abstain    158,729  
Broker on-Votes    11,298,883  

 

 

 

 

Proposal 2 was approved by the Company’s stockholders. Set forth below are the final voting results for the proposal submitted to a vote of the stockholders at the Special Meeting.

 

For    27,180,365  
Against    1,924,233  
Abstain    424,180  

 

Proposal 3 was approved by the Company’s stockholders. Set forth below are the final voting results for the proposal submitted to a vote of the stockholders at the Special Meeting.

 

For    26,592,795  
Against    1,549,173  
Abstain    1,386,810  

 

No other business was considered at the Special Meeting. For more information regarding the proposals, see the Company’s definitive proxy statement filed with the SEC on September 8, 2017. 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The list of exhibits called for by this Item is incorporated by reference to the Exhibit Index filed with this report.

 

 

 

 

 

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.

 

Date: October 18, 2017 AEVI GENOMIC MEDICINE, INC.
     
  By: /s/ Michael F. Cola
    Michael F. Cola
    President and Chief Executive Officer
    (principal executive officer)

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number   Description
     
3.1   Certificate of Amendment to the Amended and Restated Certificate of Incorporation
     
99.1   Press Release dated October 17, 2017.

 

 

 

Exhibit 3.1

  

CERTIFICATE OF AMENDMENT

OF THE AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

AEVI GENOMIC MEDICINE, INC.

 

P ursuant to Section 242 of the General Corporation Law of the State of Delaware, Aevi Genomic Medicine, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ Corporation ”), does hereby certify:

 

1. The name of the corporation is Aevi Genomic Medicine, Inc.

 

2. This Certificate of Amendment amends the provisions of the corporation’s Amended and Restated Certificate of Incorporation, which was previously filed with the Secretary of State of the State of Delaware on December 3, 2007, and amended by that certain Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which was previously filed with the Secretary of State of the State of Delaware on June 4, 2009, and further amended by that certain Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which was previously filed with the Secretary of State of the State of Delaware on February 14, 2011, and further amended by that certain Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which was previously filed with the Secretary of State of the State of Delaware on December 14, 2016 (collectively, the “ Certificate of Incorporation ”).

 

3. The Certificate of Incorporation is hereby amended to effect a change to the authorized stock of the Corporation. Article IV of the Certificate of Incorporation is hereby deleted in its entirety, and the following shall be substituted in lieu thereof:

 

ARTICLE IV

AUTHORIZED STOCK

 

The total number of shares of all classes of stock which the corporation shall have the authority to issue is 200,000,000 all of which shall be shares of common stock, $0.0001 par value per share (“ Common Stock ”).

 

4. The amendment set forth in this Certificate of Amendment was duly adopted by (i) the Board of Directors of the Corporation in accordance with Section 242(b)(1) of the General Corporation Law of the State of Delaware (the “ DGCL ”) and (ii) the stockholders of the Corporation in accordance with Section 242(b)(2) of the DGCL.

 

5. This amendment shall be effective for accounting purposes only as of 12:01 a.m. Eastern Time on October 17, 2017.

 

[Signature page follows]

 

 

 

 

IN WITNESS WHEREOF , Aevi Genomic Medicine, Inc. has caused this Certificate of Amendment to be executed by its duly authorized officer on this 17th day of October, 2017.

 

  Aevi Genomic Medicine, Inc.
 

 

 

  By: /s/ Michael F. Cola
  Name: Michael F. Cola
  Title: President and Chief Executive Officer

 

 

[Signature Page to Certificate of Amendment]

 

 

Exhibit 99.1

 

Aevi Genomic Medicine Announces Completion of $28 Million Private Placement

 

PHILADELPHIA, Oct. 17, 2017 /PRNewswire/ -- Aevi Genomic Medicine, Inc. (NASDAQ: GNMX)(the "Company") today announced the completion of a previously announced private placement of 22.2 million shares of its common stock with warrants to purchase approximately 4.0 million additional shares of its common stock, for aggregate proceeds of $28.0 million, before expenses (the "PIPE"). The Children's Hospital of Philadelphia Foundation (the "CHOP Foundation") was the lead investor, with additional participation by other blue-chip investors. The CHOP Foundation has committed to provide up to an additional $5.0 million of equity financing through June 30, 2018, subject to certain terms and conditions.

 

The Company intends to use the net proceeds of the PIPE to further the development of its two lead clinical programs, to support its ongoing collaboration with Children's Hospital of Philadelphia, to develop other product candidates and for general corporate purposes.

 

Jefferies, LLC served as financial advisor to Aevi Genomic Medicine for the PIPE and Evercore, LLC served as financial advisor to the CHOP Foundation in the transaction.

 

The securities sold in the PIPE have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will not be able to be offered or sold in the United States absent registration thereunder or an applicable exemption from the registration requirements. The Company has agreed to file a resale registration statement with the Securities and Exchange Commission within 60 days of the PIPE closing to register the resale of the shares of common stock, including those underlying the warrants, issued in the PIPE.

 

This notice does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.

 

About Aevi Genomic Medicine, Inc.

 

Aevi Genomic Medicine, Inc. is dedicated to unlocking the potential of genomic medicine to translate genetic discoveries into novel therapies. Driven by a commitment to patients with pediatric onset life-altering diseases, the Company's research and development efforts leverage an internal genomics platform and an ongoing collaboration with the Center for Applied Genomics at The Children's Hospital of Philadelphia. Based on discoveries from the genomics collaboration, the Company currently has two programs in clinical development, AEVI-001 for mGLuR+ ADHD and AEVI-002 for severe pediatric onset Crohn's disease.

 

 

 

 

Forward-looking Statements

 

This release 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, which include all statements other than statements of historical fact, including (without limitation) those regarding the Company's development and business strategy, its product candidates and the plans and objectives of management for future operations. The Company intends that such forward-looking statements be subject to the safe harbors created by such laws. 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. All such forward-looking statements are based on current expectations and are subject to risks and uncertainties. Should any of these risks or uncertainties materialize, or should any of the Company's assumptions prove incorrect, actual results may differ materially from those included within these forward-looking statements. Accordingly, no undue reliance should be placed on these forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. As a result of these factors, the events described in the forward-looking statements contained in this release may not occur.

 

 

CONTACT:

 

Aevi Genomic Medicine, Inc.

 

Brian Piper

 

Brian.Piper@aevigenomics.com

 

  

Westwicke Partners

 

Chris Brinzey

 

+1-339-970-2843

 

Chris.brinzey@westwicke.com

  

 

MEDIA INQUIRIES:

 

FTI Consulting

 

Irma Gomez-Dib

 

+1-212-850-5761

 

+1-415-706-9155

 

irma.gomez-dib@fticonsulting.com