4//SEC Filing
Children's Hospital of Philadelphia Foundation 4
Accession 0001192482-20-000113
CIK 0001138776other
Filed
Feb 4, 7:00 PM ET
Accepted
Feb 5, 4:15 PM ET
Size
10.6 KB
Accession
0001192482-20-000113
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Warrant (Right to Purchase)
2020-02-03−2,824,217→ 0 totalExercise: $2.84Exp: 2022-10-17→ Common Stock (2,824,217 underlying) - Other
Common Stock
2020-02-03+38,856,891→ 57,280,927 total - Other
Common Stock
2020-02-03−57,280,927→ 0 total
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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).
Documents
Issuer
Aevi Genomic Medicine, Inc.
CIK 0001138776
Entity typeother
IncorporatedPA
Related Parties
1- filerCIK 0001632060
Filing Metadata
- Form type
- 4
- Filed
- Feb 4, 7:00 PM ET
- Accepted
- Feb 5, 4:15 PM ET
- Size
- 10.6 KB