Sec Form 13D Filing - ASTRAZENECA PLC filing for Aevi Genomic Medicine LLC (CERC) - 2020-02-07

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) 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).

SCHEDULE 13D

(1)         Represents shares directly held by MedImmune Limited, a wholly-owned subsidiary of AstraZeneca PLC. AstraZeneca PLC and MedImmune Limited may each be deemed to have sole voting and dispositive power over all of the shares.

(2)         Based upon 77,713,782 shares of the Issuer’s Common Stock outstanding as of December 20, 2019, as reported in the Issuer’s Definitive Proxy Statement (the “Merger Proxy”) filed with the Securities and Exchange Commission (the “SEC”) on December 31, 2019 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(1)         Represents shares directly held by MedImmune Limited, a wholly-owned subsidiary of AstraZeneca PLC. AstraZeneca PLC and MedImmune Limited may each be deemed to have sole voting and dispositive power over the shares.

(2)         Based upon 77,713,782 shares of the Issuer’s Common Stock outstanding as of December 20, 2019, as reported in the Merger Proxy filed with the SEC on December 31, 2019 pursuant to Section 14(a) of the Exchange Act.

Item 1.                                 Security and Issuer

This Schedule 13D (the “Statement”) relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Aevi Genomic Medicine, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 435 Devon Park Drive, Suite 715, Wayne, Pennsylvania 19087.

Item 2.                                 Identity and Background

(a)                                 This Statement is being filed on behalf of AstraZeneca PLC, a public limited company incorporated under the laws of England and Wales (“AstraZeneca”), and MedImmune Limited, a company incorporated under the laws of England and Wales (“MedImmune” and, together with AstraZeneca, the “Reporting Persons”).

(b)                                 The principal business address of the Reporting Persons is 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA, United Kingdom.

(c)                                  The Reporting Persons are members of a global science-led biopharmaceutical business that focuses on the discovery, development and commercialization of prescription medicines, primarily for the treatment of diseases in three therapy areas - Oncology, Cardiovascular, Renal & Metabolism and Respiratory. AstraZeneca operates in over 100 countries and its innovative medicines are used by millions of patients worldwide.

The directors and executive officers of the Reporting Persons are set forth on Schedule I, attached hereto.  Schedule I sets forth the following information with respect to each such person:

(i)                                     name;

(ii)                                  business address;

(iii)                               position with the Reporting Person and present principal occupation or employment and, for persons not employed by the Reporting Persons, the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv)                              citizenship.

(d) — (e)                                                During the last five years, neither the Reporting Persons nor any person named in Schedule I have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)                                   The jurisdiction of organization of each of the Reporting Persons is set forth in subsection (a) above. The citizenship of each of the individuals referred to in Schedule I is set forth on Schedule I.

Item 3.                                 Source and Amount of Funds or Other Consideration

On August 6, 2019, the Issuer entered into an Option and License Agreement (the “License Agreement”) with MedImmune. The License Agreement provided the Issuer with an option to exercise an exclusive global license for MEDI2338, a Phase-2 ready fully human monoclonal antibody that targets interleukin 18 (the “Option”). On December 19, 2019, the Issuer exercised the Option. Pursuant to the terms of the License Agreement and in consideration of the Issuer’s exercise of the Option, the Issuer issued 12,946,900 shares of Common Stock to MedImmune.

Item 4.                                 Purpose of Transaction

The acquisition by the Reporting Persons of the Issuer’s securities as described herein was effected in connection with, and in consideration of, the Issuer’s exercise of the Option pursuant to the License Agreement. The Reporting Persons agreed to receive the securities in connection with the exercise of the Option because of their belief that the securities represent an attractive investment.

The Reporting Persons intend to continue to review their investment in the Issuer on an ongoing basis and, depending on various factors, including, without limitation, the Issuer’s financial position, the price of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may, in the future, take such actions with respect to their shares of Common Stock as they deem appropriate, including, without limitation: purchasing additional shares of Common Stock; selling shares of Common Stock; taking any action to change the composition of the Issuer’s board of directors; taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) below in this Item 4.

Except as otherwise described in this Statement, none of the Reporting Persons currently has any plans or proposals that 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 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) any changes in the Issuer’s charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing 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 interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.

Item 5.                                 Interest in Securities of the Issuer

(a)-(b)

Number of shares of Common Stock beneficially owned:

Percent of class:

The percentage ownership was calculated based upon 77,713,782 shares of the Issuer’s Common Stock outstanding as of December 31, 2019, as reported in the Merger Proxy filed with the SEC on December 31, 2019 pursuant to Section 14(a) of the Exchange Act.

Number of shares as to which such person has:

None of the individuals listed on Schedule I beneficially owns any of the Issuer’s Common Stock.

(c)                                  Except as reported in this Statement, neither the Reporting Persons nor any of the individuals listed on Schedule I have effected any transactions in the Common Stock during the past sixty (60) days.

(d)                                 Not applicable.

(e)                                  Not applicable.

Item 6.                                 Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

Except as disclosed in Items 3 and 4 of this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons with respect to the securities of the Issuer.

Item 7.                                 Materials to Be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Schedule I

The name and present principal occupation of each of the executive officers and directors of AstraZeneca PLC are set forth below.  Unless otherwise noted, each of these persons have as their business address 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA, United Kingdom.

The name and present principal occupation of each of the executive officers and directors of MedImmune Limited are set forth below.  Unless otherwise noted, each of these persons have as their business address 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA, United Kingdom.

*Employed by AstraZeneca UK Limited

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.