Cerecor Inc. (NasdaqCM:CERC) entered into a non-binding indication of interest to acquire Aevi Genomic Medicine, Inc. (NasdaqCM:GNMX) on October 30, 2019. Cerecor Inc. (NasdaqCM:CERC) entered into a definitive merger agreement to acquire Aevi Genomic Medicine, Inc. (NasdaqCM:GNMX) for $16.1 million on December 5, 2019. Cerecor will acquire all outstanding shares of Aevi stock at an aggregate purchase price of $16.1 million less an amount by which Aevi's net assets at closing are less than negative $1.3 million, but in no event will such adjustment be more than $0.5 million. The per share price will be based on the number of Aevi shares outstanding immediately prior to closing, including the shares of Aevi stock to be issued to Children's Hospital of Philadelphia Foundation upon conversion of its outstanding secured promissory note and to AstraZeneca in connection with the exercise by Aevi of its license option for MEDI2338, which, is anticipated to result in an approximate per share value of $0.134 to Aevi stockholders, assuming the maximum net asset related adjustment. Cerecor will issue contingent value rights to former Aevi stockholders, which would entitle them to an additional $2 million in cash or stock (at Cerecor's discretion) upon the enrollment of a patient in a Phase II study related to the AEVI-002, AEVI-006 or AEVI-007 within 24 months of closing. The contingent value rights also entitle former Aevi stockholders to an additional $4.5 million in cash or stock (at Cerecor's discretion) upon Food and Drug Administration (FDA) approval of a New Drug Application (NDA) for AEVI-007 (MEDI2338) or AEVI-006 (OSI-027) within 60 months of closing. Following closing, the combined bio-pharmaceutical company will continue to be focused on pediatric orphan diseases and operate under the name Cerecor. Upon completion, Aevi Genomic Medicine, Inc. will become wholly owned subsidiary of Cerecor Inc. Michael F. A termination fee of $0.6 million shall be paid by Aevi to Cerecor.

Michael Cola will become Chief Executive Officer and Garry Neil will become Chief Medical Officer, of the combined company. Post the acquisition, the board of directors of the combined company is expected to be made up of the existing Cerecor directors, Executive Chairman of the Board Simon Pedder, Steven J. Boyd, Peter Greenleaf, Phil Gutry, Uli Hacksell, Magnus Persson and Keith Schmidt, plus Aevi and combined company President, Chief Executive Officer and Director Michael F. Cola and Aevi independent director Sol J. Barer. The executive officers of the combined company will be James A. Harrell, Chief Commercial Officer; Joseph Miller, Chief Financial Officer; Garry A. Neil, Chief Medical Officer and Perricles Calias as Chief Scientific Officer.

The consummation of the merger is subject to customary closing conditions, including the stockholders of Aevi approving the merger and the Securities and Exchange Commission declaring effective the registration statement on which the shares of Cerecor common stock issued in the merger will be registered, third party approval and each officer and director of Aevi Genomic Medicine, Inc. shall resign. The Boards of Directors of both Aevi and Cerecor have unanimously approved the proposed transaction unanimously. Aevi will hold a special meeting of its stockholders on 2020. As of December 31, 2019, Aevi Genomic Medicine, Inc. issued notice to its shareholders for special general meeting to be held on February 3, 2020. The Board of Directors of Aevi Genomic Medicine, Inc. recommended the shareholders to approve the transaction. As on February 3, 2019, the transaction was approved by the shareholders of Aevi. The merger is expected to close during the first quarter of 2020.

Wedbush Securities Inc. acted as financial advisor and Brian M. Katz of Pepper Hamilton LLP is serving as its legal counsel to Aevi. Donald R. Reynolds, Andrew J. Gibbons and David Creekman of Wyrick Robbins Yates & Ponton LLP acted as legal advisors to Cerecor Inc. Josh Kaufman and Jeffrey P. Libson of Cooley LLP acted legal advisors to shareholders of Aevi. Aevi Genomic Medicine paid Wedbush Securities Inc. a nonrefundable retainer of $0.05 million, $0.5 million for rendering this opinion and $1.5 million for the strategic advisor. American Stock Transfer & Trust Company, LLC acting as transfer agent for Cerecor.