Item 3.02. Unregistered Sales of Equity Securities.
On December 19, 2019, Aevi Genomic Medicine, Inc. ("Aevi"), exercised its option
to enter into an exclusive global license to develop and commercialize MEDI2338
(the "Option") pursuant to the terms of the Option and License Agreement (the
"License Agreement") with MedImmune Limited, a subsidiary of AstraZeneca, dated
as of August 6, 2019. In connection with Aevi's exercise of the Option, Aevi
issued 12,946,900 shares of its common stock (the "Shares") to MedImmune
Limited. The Shares are not registered under the Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any state, and were
issued in reliance on the exemption from registration under the Securities Act
provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities
Act. AstraZeneca represented that it was an accredited investor (as defined by
Rule 501 under the Securities Act).
Item 7.01. Regulation FD Disclosure.
On December 23, 2019, Aevi posted an updated investor presentation, regarding
the business of the combined company after completion of the previously
announced proposed merger with Cerecor Inc. ("Cerecor"), to its website at
aevigenomics.com. A copy of the investor presentation is attached hereto as
Exhibit 99.1.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act") and shall not be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Item 8.01. Other Events
The information regarding the License Agreement and the issuance of Shares
included under Item 3.02 of this Current Report on Form 8-K 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, on December 20, 2019
Cerecor filed with the Securities and Exchange Commission (the "SEC") a
Registration Statement on Form S-4 containing a proxy statement/prospectus. The
proxy statement/prospectus contains 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, because it contains 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 is available in the proxy statement/prospectus that was 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 in the proxy statement/prospectus
that was 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.
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