0001192482-20-000113.txt : 20200205
0001192482-20-000113.hdr.sgml : 20200205
20200205161516
ACCESSION NUMBER: 0001192482-20-000113
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200203
FILED AS OF DATE: 20200205
DATE AS OF CHANGE: 20200205
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Children's Hospital of Philadelphia Foundation
CENTRAL INDEX KEY: 0001632060
STATE OF INCORPORATION: PA
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35112
FILM NUMBER: 20578913
BUSINESS ADDRESS:
STREET 1: 34TH STREET AND CIVIC CENTER BOULEVARD
CITY: PHILADELPHIA
STATE: PA
ZIP: 19004
BUSINESS PHONE: 267-426-6957
MAIL ADDRESS:
STREET 1: 34TH STREET AND CIVIC CENTER BOULEVARD
CITY: PHILADELPHIA
STATE: PA
ZIP: 19004
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Aevi Genomic Medicine, Inc.
CENTRAL INDEX KEY: 0001138776
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 980217544
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 435 DEVON PARK DRIVE,
STREET 2: SUITE 715
CITY: WAYNE
STATE: PA
ZIP: 19087
BUSINESS PHONE: 610-254-4201
MAIL ADDRESS:
STREET 1: 435 DEVON PARK DRIVE,
STREET 2: SUITE 715
CITY: WAYNE
STATE: PA
ZIP: 19087
FORMER COMPANY:
FORMER CONFORMED NAME: MEDGENICS, INC.
DATE OF NAME CHANGE: 20090623
FORMER COMPANY:
FORMER CONFORMED NAME: MEDGENICS INC
DATE OF NAME CHANGE: 20010419
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2020-02-03
1
0001138776
Aevi Genomic Medicine, Inc.
GNMX
0001632060
Children's Hospital of Philadelphia Foundation
3401 CIVIC CENTER BOULEVARD
PHILADELPHIA
PA
19104
0
0
1
0
Common Stock
2020-02-03
4
J
0
38856891
A
57280927
D
Common Stock
2020-02-03
4
J
0
57280927
D
0
D
Warrant (Right to Purchase)
2.84
2020-02-03
4
D
0
2824217
0
D
2022-10-17
Common Stock
2824217
0
D
The reporting person and the issuer are parties to a Secured Promissory Note dated March 29, 2019, as amended (the "Note"), which was amended in November 2019 to provide that upon a change in control, the Note would be converted into shares of common stock of the issuer equal to one-third of the issuer's common stock then outstanding on a fully-diluted basis, representing a conversion price that was not fixed. In connection with the consummation of the previously announced merger (the "Merger") pursuant to the Agreement and Plan of Merger and Reorganization by and among Cerecor Inc. ("Cerecor"), Genie Merger Sub, Inc., Second Genie Merger Sub, LLC and issuer, the Note converted into the referenced number of shares, representing one-third of the issuer's common stock then outstanding on a fully-diluted basis.
Disposed of as a result of the Merger. At the effective time of the Merger, holders of issuer common stock received (A) the fraction of a share of Cerecor common stock equal to the exchange ratio of 0.0334 (B) one contingent value right, which represents the right to receive contingent payments upon the achievement of certain milestones and (C) cash in lieu of any fractional shares of Cerecor common stock.
This warrant, which was issued pursuant to a Securities Purchase Agreement dated August 9, 2017, was subsequently amended by the Amendment Agreement of Warrants to Purchase Common Stock dated December 5, 2019, whereby the parties agreed that immediately prior to the Merger the warrants would be automatically exercised in a cashless exercise. Given that the exercise price of the outstanding warrants exceeded the per share Merger consideration, the cashless exercise resulted in no shares of common stock being issued and the warrant was rendered null and void.
The reporting person also claims the availability of an exemption under rule 16b-3(d) and 16b-3(e) for the transactions reported on this Form 4, because at all relevant times, the reporting person was a "deputized director" of the issuer. In addition, the reporting person also claims the availability of the "unorthodox transaction" exemption under Section 16(b).
/s/ Thomas J. Todorow, Chief Financial Officer
2020-02-05