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
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