Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the section above titled "Introduction" is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


            Standard; Transfer of Listing.

The disclosure set forth in the section above titled "Introduction" is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

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.

Item 5.01. Changes in Control of Registrant.

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.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.




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.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal


           Year.

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.

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

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     Against Abstained
49,533,529 304,349  65,940

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     Against Abstained
49,326,712 503,825  73,281

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.                              Description

  2.1         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).

  3.1         Certificate of Formation of Second Genie Merger Sub, LLC.

  3.2         Limited Liability Company Agreement of Second Genie Merger Sub,
            LLC

  10.1        Option Termination Agreement, effective February 3, 2020, by and
            between Aevi Genomic Medicine, Inc. and Michael F. Cola.

  10.2        Option Termination Agreement, effective February 3, 2020, by and
            between Aevi Genomic Medicine, Inc. and Garry A. Neil

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