Sec Form 13D Filing - Children's Hospital of Philadelphia Foundation filing for Aevi Genomic Medicine LLC (CERC) - 2020-01-06

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

Aevi Genomic Medicine, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001

(Title of Class of Securities)

 

00835P105

(CUSIP Number)

 

Jeffrey Kahn

Executive Vice President and General Counsel

The Children’s Hospital of Philadelphia Foundation

3401 Civic Center Boulevard, Philadelphia, PA 19104

267-426-6148

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 6, 2020

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

  

CUSIP No. 00835P105				13D	Page 1 of 5 Pages
1.	Name of Reporting Persons The Children’s Hospital of Philadelphia Foundation
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a)						¨
	(b)						¨
3.	SEC USE ONLY
4.	Source of Funds (see instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)						¨
6.	Citizenship or Place of Organization Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 57,280,927
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 57,280,927
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 57,280,927
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)							¨
13.	Percent of Class Represented by Amount in Row 11 49.1%
14.	Type of Reporting Person (see instructions) CO

 

 

 

CUSIP No. 00835P105

13D

Page 2 of 5 Pages

 

This Amendment No. 6 amends and supplements the Schedule 13D originally filed by The Children’s Hospital of Philadelphia Foundation (“CHOP”) on October 17, 2017, Amendment No. 1 thereto filed by CHOP on August 17, 2018 , Amendment No. 2 thereto filed by CHOP on March 29, 2019, Amendment No. 3 thereto filed by CHOP on October 22, 2019, Amendment No. 4 thereto on November 20, 2019 and Amendment No. 5 thereto on December 6, 2019.

 

Item 4. Purpose of Transaction.s

 

Item 4 is amended as follows:

 

On January 6, 2020, Matthew D. Bayley resigned as the Chief Strategy Officer of The Children’s Hospital of Philadelphia, a wholly-owned subsidiary of CHOP, in connection with which, as of such date, CHOP informed Dr. Bayley that he would no longer be considered to be CHOP’s designee on the Issuer’s board of directors.

 

 

 

CUSIP No. 00835P105

13D

Page 3 of 5 Pages

 

Pursuant to the Voting Agreement, CHOP intends to hold its Common Stock (including Common Stock issuable upon conversion of the note), which it expects to be exchanged for common stock of Cerecor upon consummation of the Merger, and other securities of the Issuer, which it expects to be cancelled upon consummation of the Merger. Should the Voting Agreement be terminated (including pursuant to termination of the Merger Agreement), CHOP may re-evaluate its investments in the Issuer, including changing its intentions with respect to any and all matters referred to in subparagraph (a) through (j) of this Item 4. CHOP and The Children’s Hospital of Philadelphia may seek information from management and the Issuer’s board of directors, and may engage in further discussions with management, the Issuer’s board of directors, other stockholders of the Issuer and other relevant parties, including Cerecor, in

connection with the proposal of one or more of the other actions described in subparagraphs (a) through (j) of this Item 4.

 

Except as set forth above, CHOP does not have any present plans which relate to or would result in:

 

	(a)	the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
	(b)	an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
	(c)	a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
	(d)	any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
	(e)	any material change in the present capitalization or dividend policy of the Issuer;
	(f)	any other material change in the Issuer’s business or corporate structure;
	(g)	changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
	(h)	a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
	(i)	a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
	(j)	any action similar to any of those enumerated above.

 

 

 

CUSIP No. 00835P105

13D

Page 4 of 5 Pages

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is amended and restated as follows:

 

(a)

CHOP is the beneficial owner of 57,280,927 shares of Common Stock, consisting of 18,424,036 shares of Common Stock and 38,856,891 shares of Common Stock issuable upon automatic conversion of the note upon the consummation of the Merger, which constitutes a change of control thereunder. CHOP’s board of trustees has voting and investment power over such securities, subject to the Voting Agreement described in Item 4 pursuant to which CHOP shares control over the voting and disposition of such securities with the Company and Cerecor. No member of CHOP’s board of trustees may act individually to vote or sell Securities held by CHOP; therefore, no individual board is deemed to beneficially own, within the meaning of Rule 13d-3, any Securities held by CHOP solely by virtue of the fact that he or she is a member of the board of trustees.   On October 17, 2017 and August 15, 2018, CHOP acquired an aggregate of 18,424,036 shares of Common Stock for investment purposes through a private investment in public equity (“PIPE”) transaction and under the Issuer’s “at the market” program, respectively, in addition to a warrant to purchase 2,824,217 shares of Common Stock (the “Warrant”) acquired in the PIPE. In connection with the PIPE, CHOP nominated Matthew D. Bayley as a director to the Issuer’s board of directors pursuant to Section 4.17 of the Securities Purchase Agreement, dated August 9, 2017 (the form of which was filed by the Issuer on Exhibit 10.1 to its Current Report on Form 8-K on August 11, 2017), which nominee was appointed to the Issuer’s board of directors in December 2017. On January 6, 2020, Dr. Bayley resigned as the Chief Strategy Officer of The Children’s Hospital of Philadelphia, a wholly-owned subsidiary of CHOP, in connection with which, as of such date, CHOP informed Dr. Bayley that he would no longer be considered to be CHOP’s designee on the Issuer’s board of directors. Dr. Bayley has been awarded options to acquire an aggregate of 90,000 shares of Common Stock, which he holds for the benefit of CHOP; options to acquire 76,667 of such shares are exercisable within 60 days of the date of this report (the “Options”). Upon consummation of the Merger, the Warrant and the Options are anticipated to be cancelled pursuant to the Merger Agreement.   On March 29, 2019, the Issuer issued to The Children’s Hospital of Philadelphia a convertible secured note that, as amended to date, has a principal amount of $4.8 million and may increase by up to $5.2 million through the Extended Maturity Date. Upon the consummation of the Merger, which would constitute a change of control of the Issuer, the note will automatically convert into shares of Common Stock equal to one-third of the Common Stock outstanding on a fully diluted basis immediately prior thereto.

 

The address of CHOP is 3401 Street & Civic Center Boulevard, Philadelphia, PA 19104.

 

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by CHOP is set forth on Line 13 of the cover sheet to this schedule. Such percentage was calculated based on the 77,713,782 shares of Common Stock reported as outstanding as of December 20, 2019 on the Issuer’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on December 31, 2019, plus the 38,856,891 shares of Common Stock to be issued to CHOP immediately prior to the consummation of the Merger.

 

	(b)	Regarding the number of shares as to which such person has:
		(i)	sole power to vote or to direct the vote: See line 7 of the cover sheet;
		(ii)	shared power to vote or to direct the vote: See line 8 of the cover sheet;
		(iii)	sole power to dispose or to direct the disposition: See line 9 of the cover sheet; and
		(iv)	shared power to dispose or to direct the disposition: See line 10 of the cover sheet.
	(c)	Except as set forth in Item 3 above, CHOP has not effected any transaction in the Common Stock during the last 60 days.
	(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, equity securities of the Issuer beneficially owned by CHOP.
	(e)	Not applicable

  

 

 

CUSIP No. 00835P105

13D

Page 5 of 5 Pages

 

[SIGNATURE]

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	January 6, 2020
	Date
	THE CHILDREN’S HOSPITAL OF PHILADELPHIA FOUNDATION
	By:	/s/ Thomas J. Todorow
	Name: Thomas J. Todorow
	Title: Chief Financial Officer