As filed with the Securities and Exchange
Commission on May 15, 2018
securities
and exchange commission
Washington, D.C. 20549
form
s-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Aevi Genomic Medicine, Inc.
(Exact name of Registrant as specified in
its charter)
|
Delaware
|
|
98-0217544
|
(State or other jurisdiction
of incorporation or organization)
|
435 Devon Park Drive, Suite 715
Wayne, Pennsylvania 19087
(610) 254-4201
|
(I.R.S. Employer
Identification No.)
|
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
Michael F. Cola
President and Chief Executive Officer
Aevi Genomic Medicine, Inc.
435 Devon Park Drive, Suite 715
Wayne, Pennsylvania 19087
(610) 254-4201
(Name, address, including zip code, and
telephone
number, including area code, of agent for service)
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
Copies to:
Brian M. Katz, Esq.
Scott R. Jones, Esq.
Pepper Hamilton LLP
3000 Logan Square
Philadelphia, PA 19103
(215) 981-4000
Approximate date of commencement of proposed sale to the
public:
From time to time after the effective date of this Registration Statement.
If any of the securities being registered
on this form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box.
o
If any of the securities being registered
on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, please check the following box.
x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
o
If this form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
o
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
o
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
o
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
|
(Do not check if a smaller reporting company)
|
|
Emerging growth company
|
o
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
CALCULATION
OF REGISTRATION FEE
Title of each class of securities
to be registered(1)
|
|
Amount to be
Registered
|
|
|
Proposed
Maximum
Offering Price
Per
Security
|
|
|
Proposed
aggregate
maximum
offering
price
|
|
|
Amount of
registration fee
|
|
|
Common Stock(2)
|
|
|
|
(3)
|
|
|
|
(4)
|
|
|
|
(4)
|
|
|
|
(3)
|
|
Warrants(2)
|
|
|
|
(3)
|
|
|
|
(4)
|
|
|
|
(4)
|
|
|
|
(3)
|
|
Units(2)
|
|
|
|
(3)
|
|
|
|
(4)
|
|
|
|
(4)
|
|
|
|
(3)
|
|
Rights(2)
|
|
|
|
(3)
|
|
|
|
(4)
|
|
|
|
(4)
|
|
|
|
(3)
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
50,000,000
|
|
|
$
|
6,225
|
|
|
|
(1)
|
The securities covered by this registration statement to be sold by the Registrant may be sold separately or in any combination
with other securities registered under this registration statement.
|
|
|
(2)
|
The securities being registered consist of such indeterminate number of shares of common stock, such indeterminate number of
warrants to purchase common stock, such indeterminate number of units, and such indeterminate number of rights as may be determined
from time to time at indeterminate prices. The securities registered also include such indeterminate number of shares of common
as may be issued upon conversion of securities that provide for conversion or exchange, upon exercise of warrants or pursuant to
the anti-dilution provisions of any such securities. In no event will the aggregate maximum offering price of all securities issued
pursuant to this registration statement exceed $50,000,000.
|
|
|
(3)
|
Not required to be included in accordance with General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended,
or the Securities Act.
|
|
|
(4)
|
The proposed maximum offering price per security and the proposed maximum aggregate offering price per class of security will
be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered
hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities
Act.
|
|
|
(5)
|
The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act.
|
The Registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section
8(a), may determine.
The information in this prospectus is not complete
and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission
is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED may 15, 2018
Prospectus
$50,000,000
AEVI GENOMIC MEDICINE, INC.
Common Stock
Warrants
Units
Rights
This prospectus relates to common stock,
warrants, rights and units that we may sell from time to time in one or more offerings up to a total public offering price of $50,000,000
on terms to be determined at the time of sale. We will provide specific terms of these securities in supplements to this prospectus.
You should read this prospectus and any supplement carefully before you invest. This prospectus may not be used to offer and sell
securities unless accompanied by a prospectus supplement for those securities.
These securities may be sold directly by
us, through dealers or agents designated from time to time, to or through underwriters or through a combination of these methods.
See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering
of these securities in any applicable prospectus supplement. If any dealers, agents or underwriters are involved in the sale of
any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements
with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus
supplement.
Our common stock is listed on the on the
NASDAQ Global Market under the symbol “GNMX.” The applicable prospectus supplement will contain information as to other
listings, if any, on the NASDAQ Global Market or other securities exchange of the securities covered by the applicable prospectus
supplement.
Investing in our securities involves
a high degree of risk. See “Risk Factors” on page 2 of this prospectus before you make any investment in our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
2018
TABLE OF
CONTENTS
Page
You should rely only on the information
contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along with the information
contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized
anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities
offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or
solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable
prospectus supplement or any related free writing prospectus is accurate as of any date other than the date on the front of the
document, and you should not assume that the information contained in any document incorporated by reference in this prospectus
is accurate as of any date other than the date of the document incorporated by reference. Our business, financial condition, results
of operations and prospects may have changed since those dates.
ABOUT THIS
PROSPECTUS
This prospectus is part of a registration
statement that we have filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process.
Under this shelf registration process, we may, from time to time, offer and sell any combination of the securities described in
this prospectus in one or more offerings. The aggregate initial offering price of all the securities sold under this prospectus
will not exceed $50,000,000. This prospectus provides you with a general description of the securities we may offer.
Each time we offer securities under this
prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering.
We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating
to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you
may also add, update or change any of the information contained in this prospectus or in the documents that we have incorporated
by reference into this prospectus. We urge you to read carefully this prospectus, any applicable prospectus supplement and any
free writing prospectuses we have authorized for use in connection with a specific offering, together with the information incorporated
herein by reference as described under the heading “Incorporation of Certain Documents by Reference,” before buying
any of the securities being offered.
Unless the context provides otherwise, all
references in this prospectus to the “Company,” “Aevi Genomic Medicine,” “we,” “us”
and “our” refer to Aevi Genomic Medicine, Inc., a Delaware corporation organized on January 27, 2000, and its wholly-owned
subsidiaries, Medgenics Medical (Israel) Ltd. and neuroFix, LLC.
We use the Aevi Genomic Medicine logo as
a trademark in the United States and elsewhere. All other trademarks or trade names referred to in this document are the property
of their respective owners.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents
that we incorporate by reference in this prospectus, includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended,
or the Exchange Act. All statements, other than statements of historical fact, are statements that could be deemed forward-looking
statements, including, but not limited to, statements regarding business strategy, expectations and plans, our objectives for future
operations, including product development, and our future financial position. In some cases, you can identify forward-looking statements
by terms such as “may,” “will,” “should,” “could,” “would,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,”
“potential,” or the negative of those terms, and similar expressions and comparable terminology intended to identify
forward-looking statements.
We base these forward-looking statements
on our current expectations and projections about future events and trends that we believe may affect our financial condition,
results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These
forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from
those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are
not limited to, those described under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2017, filed with the SEC on March 13, 2018 and in our Quarterly Report on Form 10-Q for the quarter ended March 31,
2018, filed with the SEC on May 15, 2018, which are incorporated by reference in this prospectus, as may be supplemented or updated
by any applicable prospectus supplement, and those described in other reports and documents we file with the SEC.
Any forward-looking statement speaks only
as of the date on which it is made and, except as required by law, we do not intend to update any forward-looking statements publicly
to reflect events or circumstances after the date on which such statement is made or to update the reasons actual results could
differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.
You should not place undue reliance on any forward-looking statement.
OUR COMPANY
Overview
We are a clinical stage biopharmaceutical
company with an emphasis on identifying the genetic drivers of disease and applying this understanding to the pursuit of differentiated
novel therapies for pediatric onset, life-altering diseases, including rare and orphan diseases. We look to find treatments for
genetically defined diseases for which there are limited therapeutic options currently available, with a primary focus on pediatric
patients. This strategy begins with identifying and genetically validating a therapeutic target and using genomics to guide product
development. The strategy also involves identifying and acquiring otherwise abandoned or overlooked drug candidates and matching
targets and mechanisms of action to novel genetic discoveries.
We have partnered with the Center for Applied
Genomics (“CAG”), at The Children’s Hospital of Philadelphia (“CHOP”), to implement a genomic medicine
driven approach to drug development. CAG’s assets include a fully automated biorepository containing specimens from more
than 75,000 pediatric patients and 150,000 relatives of those patients. The sample is highly enriched for rare and orphan diseases
and the large majority of patients have been genotyped. Their phenotypes are recorded in a modern electronic health record that
is linked to the genomics database and biorepository. The patients in the database have consented to anonymized use of their data
for research and follow up contact if needed.
CAG continues to discover important and
novel genetic biomarkers by both genome-wide association studies and exome sequencing and analysis of affected individuals and
their family members. Such markers not only identify patients with the disease but frequently point to the potential cause of the
disease and suggest targets and feasible intervention strategies that include protein or peptide therapy, monoclonal antibodies,
drugs or gene therapy. By working initially in pediatric populations of specific diseases, we can try to minimize the confounding
environmental factors seen in older patients. In addition, the availability of robust genetic biomarkers allows us to design trials
that focus on a highly-enriched patient population that we believe is more likely to respond to targeted therapies and further
enhance the likelihood of clinical and regulatory success. We believe this will allow us to implement clinical development programs
that will lead to medicines that can address critical needs in patients suffering from rare and orphan diseases.
Company Information
We were incorporated under the laws of the
State of Delaware in January 2000 as Medgenics, Inc and changed our name to Aevi Genomic Medicine, Inc. on December 15, 2016. Our
principal executive offices are located at 435 Devon Park Drive, Suite 715, Wayne, PA 19087 and our telephone number is (610) 254-4201.
Our website address is www.aevigenomics.com. We make available free of charge on our website our annual, quarterly and current
reports, including amendments to such reports, as soon as reasonably practicable after we electronically file such material with,
or furnish such material to, the SEC. Information contained on our website is not incorporated by reference into this prospectus,
and you should not consider information contained on our website as part of this prospectus.
RISK FACTORS
Investing in our securities involves risk.
The prospectus supplement applicable to each offering of our securities will contain a discussion of the risks applicable to an
investment in our securities. Prior to making a decision about investing in our securities, you should carefully consider the specific
factors discussed under the heading “Risk Factors” in the applicable prospectus supplement, together with all of the
other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by reference
in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors”
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 13, 2018 and in our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 15, 2018, which are incorporated herein by
reference, and may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future.
The risks and uncertainties we have described are not the only risks that we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect our operations.
USE OF PROCEEDS
Unless we otherwise indicate in the applicable
prospectus supplement relating to a specific offering, we currently intend to use the net proceeds from the sale of the securities
for research and product development activities, clinical trial activities, investment in capital equipment and for working capital
and other general corporate purposes.
We may set forth additional information
on the use of net proceeds from the sale of securities we offer under this prospectus in a prospectus supplement relating to the
specific offering. Pending the application of the net proceeds, we may invest the net proceeds in bank deposits or short-term,
interest-bearing investment grade securities.
PLAN OF
DISTRIBUTION
We may sell the securities from time to
time pursuant to underwritten public offerings, direct sales to the public, negotiated transactions, block trades or a combination
of these methods. We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more
purchasers. We may distribute securities from time to time in one or more transactions:
|
|
·
|
at a fixed price or prices, which may be changed;
|
|
|
·
|
at market prices prevailing at the time of sale;
|
|
|
·
|
at prices related to such prevailing market prices; or
|
For each offering of securities under this
prospectus, we will set forth in a prospectus supplement the terms of the offering, including, to the extent applicable:
|
|
·
|
the name or names of the underwriters, if any;
|
|
|
·
|
the purchase price of, or other consideration for, the securities, and the proceeds, if any, we will receive from the sale;
|
|
|
·
|
any over-allotment options under which underwriters may purchase additional securities from us;
|
|
|
·
|
any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
|
|
|
·
|
any public offering price;
|
|
|
·
|
any discounts or concessions allowed or reallowed or paid to dealers; and
|
|
|
·
|
any securities exchange or market on which the securities may be listed.
|
If underwriters are used in the sale, they
may acquire the securities for their own account and may resell the securities from time to time in one or more transactions at
a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase
the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities
to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject
to certain conditions, the underwriters may be obligated to purchase all of the securities offered by the prospectus supplement,
other than securities covered by any over-allotment option. Any public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship.
We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.
We may sell securities directly or through
agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe
any commissions we will pay the agent in the prospectus supplement. Underwriters or agents could make sales deemed to be an “at-the-market”
offering as defined in Rule 415 under the Securities Act, including sales made directly on the NASDAQ Global Market, the existing
trading market for our common stock, or sales made to or through a market maker other than on an exchange. Unless the prospectus
supplement states otherwise, any agent will act on a best-efforts basis for the period of its appointment. Any agent may, and if
acting as agent in an at-the-market equity offering will, be deemed to be an underwriter, as that term is defined in the Securities
Act, of the offered securities.
We also may sell securities to a dealer
as principal. If we sell securities to a dealer as a principal, the dealer may resell those securities to the public at varying
prices to be determined by such dealer at the time of resale. Any dealer may be deemed to be an underwriter, as that term is defined
in the Securities Act, of the offered securities so offered and sold. The name of the dealer and the terms of the transactions
will be set forth in the applicable prospectus supplement.
If required under applicable state securities
laws, we will sell the securities only through registered or licensed brokers or dealers. In addition, in some states, we may not
sell securities unless they have been registered or qualified for sale in the applicable state or unless we have complied with
an exemption from any registration or qualification requirements.
We may authorize underwriters, agents or
dealers to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price
set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified
date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these
contracts in the prospectus supplement.
We may provide underwriters, agents and
dealers with indemnification against civil liabilities, including liabilities under the Securities Act or contribution with respect
to payments that the underwriters, agents or dealers may make with respect to these liabilities. Underwriters, agents and dealers
may engage in transactions with, or perform services for, us in the ordinary course of business.
All securities we may offer, other than
common stock, will be new issues of securities with no established trading market. These securities may or may not be listed on
an exchange. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any
market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities.
Any underwriter may engage in over-allotment,
stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.
Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids
to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering
or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option
or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim
a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering
transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise
be. If commenced, the underwriters may discontinue any of the activities at any time.
Any underwriters or agents that are qualified
market makers on the NASDAQ Global Market may engage in passive market making transactions in the common stock on the NASDAQ Global
Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before
the commencement of offers or sales of the common stock. Passive market makers must comply with applicable volume and price limitations
and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess
of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid,
however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making
may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if
commenced, may be discontinued at any time.
In compliance with guidelines of the Financial
Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received by any FINRA member or independent
broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable
prospectus supplement. We will bear all costs, expenses and fees in connection with the registration of the securities, as well
as the expense of all commissions and discounts, if any, attributable to sales of the securities by us.
DESCRIPTION
OF COMMON STOCK
The following description of the material
terms of our common stock includes a summary of specified provisions of our amended and restated certificate of incorporation and
by-laws. This description also summarizes relevant provisions of the General Corporation Law of the State of Delaware, which we
refer to as the DGCL. The terms of our amended and restated certificate of incorporation and by-laws and the terms of the DGCL
are more detailed than the general information provided below. Therefore, please carefully consider the actual provisions of these
documents, which have been filed with the SEC as exhibits to the registration statement of which this prospectus forms a part,
and the DGCL.
General
Our authorized capital stock currently consists
of 200,000,000 shares of common stock, par value $0.0001 per share. We do not have any preferred stock outstanding or authorized.
We may offer our common stock directly or upon the conversion of units and the exercise of warrants or rights.
As of May 10, 2018, there were 59,337,265
shares of common stock issued and outstanding held of record by 253 stockholders.
Holders of common stock are entitled to
one vote per share on matters on which our stockholders vote. There are no cumulative voting rights. Holders of common stock are
entitled to receive dividends, if declared by our Board of Directors, out of funds that we may legally use to pay dividends. If
we liquidate or dissolve, holders of common stock are entitled to share ratably in our assets once our debts are paid. Our amended
and restated certificate of incorporation does not provide the common stock with any redemption, conversion or preemptive rights.
Anti-Takeover Effects of Delaware Law
We are subject to the provisions of Section
203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination”
with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested
stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes,
among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder.
An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three
years prior to the determination of interested stockholder status, 15% or more of the corporation’s voting stock. Under Section
203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following
conditions:
|
|
·
|
before the stockholder became interested, the Board of Directors approved either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder;
|
|
|
·
|
upon completion of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes
of determining the voting stock outstanding shares owned by persons who are directors and also officers, and employee stock plans,
in some instances; or
|
|
|
·
|
at or after the time the stockholder became interested, the business combination was approved by the Board of Directors of
the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds
of the outstanding voting stock which is not owned by the interested stockholder.
|
Transfer Agent and Registrar
The transfer agent and registrar for our
common stock is Corporate Stock Transfer, Inc.
Stock Exchange Information
Our common stock is listed on the NASDAQ
Global Market under the symbol “GNMX.”
DESCRIPTION
OF WARRANTS
The following description, together with
the additional information we may include in any applicable prospectus supplement, summarizes the material terms and provisions
of the warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the
terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series
of warrants in more detail in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of
any warrants offered under that prospectus supplement may differ from the terms we describe below. Specific warrant agreements
will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration
statement.
As of May 10, 2018, we have outstanding
warrants to purchase a total of 4,053,904 shares of common stock at a weighted average exercise price of $2.86 per share. None
of our warrants are listed on any exchange.
General
We may issue warrants for the purchase of
common stock in one or more series. We may issue warrants independently or together with common stock, and the warrants may be
attached to or separate from the common stock.
We will evidence each series of warrants
by warrant certificates that we will issue under a separate agreement or by warrant agreements that we will enter into directly
with the purchasers of the warrants. If we evidence warrants by warrant certificates, we will enter into a warrant agreement with
a warrant agent. We will indicate the name and address of the warrant agent, if any, in the applicable prospectus supplement relating
to a particular series of warrants.
We will describe in the applicable prospectus
supplement the terms of the series of warrants. Those terms may include:
|
|
·
|
the offering price and aggregate number of warrants offered;
|
|
|
·
|
the currency for which the warrants may be purchased or exercised;
|
|
|
·
|
if applicable, the terms of the common stock with which the warrants are issued and the number of warrants issued with such
common stock;
|
|
|
·
|
if applicable, the date on and after which the warrants and the related common stock will be separately transferable;
|
|
|
·
|
the number of shares of common stock purchasable upon the exercise of one warrant and the price at which these shares may be
purchased upon such exercise;
|
|
|
·
|
the manner in which the warrants may be exercised, which may include by cashless exercise;
|
|
|
·
|
the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
|
|
|
·
|
the terms of any rights to redeem or call the warrants;
|
|
|
·
|
any provisions for changes to or adjustments in the exercise price or number of shares of common stock issuable upon exercise
of the warrants;
|
|
|
·
|
the dates on which the right to exercise the warrants will commence and expire;
|
|
|
·
|
the manner in which the warrant agreement and warrants may be modified;
|
|
|
·
|
the terms of the common stock issuable upon exercise of the warrants; and
|
|
|
·
|
any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
|
The prospectus supplement may also include,
if applicable, a discussion of the material United States federal income tax consequences of holding or exercising the warrants.
Before exercising their warrants, holders
of warrants will not have any of the rights of holders of the common stock purchasable upon such exercise, including the right
to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights.
Exercise of Warrants
Each warrant will entitle the holder to
purchase the number of shares of common stock that we specify in the applicable prospectus supplement at the exercise price that
we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders
of the warrants may exercise the warrants at any time up to the close of business on the expiration date that we set forth in the
applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the
warrants by delivering to the warrant agent or us the warrant certificate or warrant agreement representing the warrants to be
exercised together with specified information, and by paying the required amount to the warrant agent or us in immediately available
funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate or
in the warrant agreement and in the applicable prospectus supplement the information that the holder of the warrant will be required
to deliver to the warrant agent or us in connection with such exercise.
Upon receipt of the required payment and
the warrant certificate or the warrant agreement, as applicable, properly completed and duly executed at the corporate trust office
of the warrant agent, if any, at our offices or at any other office indicated in the applicable prospectus supplement, we will
issue and deliver the common stock purchasable upon such exercise. If fewer than all of the warrants represented by the warrant
certificate or warrant agreement are exercised, then we will issue a new warrant certificate or warrant agreement for the remaining
amount of warrants.
Enforceability of Rights by Holders of Warrants
If we appoint a warrant agent, any warrant
agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of
agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue
of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement
or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us.
Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate
legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
DESCRIPTION
OF RIGHTS
We may issue rights to purchase our common
stock, warrants or units. These rights may be issued independently or together with any other security offered hereby and may or
may not be transferable by the stockholder receiving the rights in such offering. In connection with any offering of such rights,
we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or
other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.
Each series of rights will be issued under
a separate rights agreement which we will enter into with a bank or trust company, as rights agent, all which will be set forth
in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the certificates relating
to the rights and will not assume any obligation or relationship of agency or trust with any holders of rights certificates or
beneficial owners of rights.
The following description is a summary of
selected provisions relating to rights that we may offer. The summary is not complete. When rights are offered in the future, a
prospectus supplement, information incorporated by reference or a free writing prospectus, as applicable, will explain the particular
terms of those securities and the extent to which these general provisions may apply. The specific terms of the rights as described
in a prospectus supplement or free writing prospectus will supplement and, if applicable, may modify or replace the general terms
described in this section.
The applicable prospectus supplement or
free writing prospectus may describe:
|
|
·
|
in the case of a distribution of rights to our stockholders, the date of determining the stockholders entitled to the rights
distribution;
|
|
|
·
|
in the case of a distribution of rights to our stockholders, the number of rights issued or to be issued to each stockholder;
|
|
|
·
|
the exercise price payable for the underlying common stock or other securities upon the exercise of the rights;
|
|
|
·
|
the number and terms of the underlying common stock or other securities which may be purchased per each right;
|
|
|
·
|
the extent to which the rights are transferable;
|
|
|
·
|
the date on which the holder’s ability to exercise the rights shall commence, and the date on which the rights shall
expire; and
|
|
|
·
|
the extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities.
|
The provisions described in this section,
as well as those described under “Description of Common Stock” and “Description of Warrants” above, if
applicable, will apply to any rights we offer.
The specific terms of any rights offered
will be set forth in a rights agreement and the rights certificate, as applicable. We will file each of these documents, as applicable,
with the SEC and they will be incorporated by reference to the registration statement of which this prospectus is a part on or
before the time we issue a series of rights. See “Where You Can Find More Information” and “Incorporation of
Certain Documents by Reference” elsewhere in this prospectus for information on how to obtain a copy of a document when it
is filed.
DESCRIPTION
OF UNITS
We may issue units composed of any combination
of our common stock, warrants and rights. We will issue each unit so that the holder of the unit is also the holder of each security
included in the unit. As a result, the holder of a unit will have the rights and obligations of a holder of each included security.
The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred
separately, at any time or at any time before a specified date.
The following description is a summary of
selected provisions relating to units that we may offer. The summary is not complete. When units are offered in the future, a prospectus
supplement, information incorporated by reference or a free writing prospectus, as applicable, will explain the particular terms
of those securities and the extent to which these general provisions may apply. The specific terms of the units as described in
a prospectus supplement or free writing prospectus will supplement and, if applicable, may modify or replace the general terms
described in this section.
The specific terms of any units offered
will be set forth in a unit agreement, collateral arrangements and depositary arrangements, if applicable. We will file each of
these documents, as applicable, with the SEC and they will be incorporated by reference to the registration statement of which
this prospectus is a part on or before the time we issue a series of units. See “Where You Can Find More Information”
and “Incorporation of Certain Documents by Reference” elsewhere in this prospectus for information on how to obtain
a copy of a document when it is filed.
The applicable prospectus supplement or
free writing prospectus may describe:
|
|
·
|
the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
|
|
|
·
|
any provisions for the issuance, payment, settlement, transfer, conversion or exchange of the units or of the securities composing
the units;
|
|
|
·
|
whether the units will be issued in fully registered or global form; and
|
|
|
·
|
any other terms of the units.
|
The provisions described in this section,
as well as those described under “Description of Common Stock,” “Description of Warrants” and “Description
of Rights” above, if applicable, will apply to each unit and to each security included in each unit, respectively.
LEGAL MATTERS
Unless otherwise indicated in the applicable
prospectus supplement, the validity of the securities offered by this prospectus will be passed upon for us by Pepper Hamilton
LLP. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for underwriters,
dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offerings.
EXPERTS
The consolidated financial statements of
Aevi Genomic Medicine, Inc. at December 31, 2017 and 2016, and for each of the two years in the period ended December 31, 2017,
incorporated by reference in this Prospectus and Registration Statement, have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions
that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 3 to the consolidated
financial statements) incorporated elsewhere herein by reference and are incorporated herein in reliance upon such report given
on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of
Aevi Genomic Medicine, Inc. for the year ended December 31, 2015, incorporated by reference in this Prospectus and Registration
Statement, have been audited by Kost Forer Gabbay & Kasierer, independent registered public accounting firm (a member of Ernst
& Young Global), as set forth in their report thereon incorporated elsewhere herein by reference and are incorporated herein
in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We have filed with the SEC a registration
statement on Form S-3, including exhibits and schedules, under the Securities Act with respect to the securities to be sold in
this offering. This prospectus does not contain all the information contained in the registration statement. For further information
with respect to us and the securities to be sold in this offering, we refer you to the registration statement and the exhibits
and schedules attached to the registration statement. Statements contained in this prospectus as to the contents of any contract,
agreement or other document referred to are not necessarily complete. When we make such statements, we refer you to the copies
of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in
all respects by reference to those exhibits.
We are subject to the informational requirements
of the Exchange Act and we file annual, quarterly and current reports, proxy statements and other information with the SEC. You
can read our SEC filings, including the registration statement, at the SEC’s website at www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Washington, D.C. 20549, on official
business days during the hours of 10:00 a.m. to 3:00 p.m.
You may also obtain copies of the documents
at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facility.
Our website address is www.aevigenomics.com.
The information on, or accessible through, our website is not part of this prospectus.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus the information in other documents that we file with it. This means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be
a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede
information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference in this
prospectus (i) the documents listed below, (ii) all documents that we file with the Commission under Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of the initial filing of the registration statement of which this prospectus is included
and prior to the effectiveness of such registration statement, and (iii) and any future filings that we may make with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of the offering under this prospectus; provided,
however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed
in accordance with SEC rules:
|
|
·
|
Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 13, 2018;
|
|
|
·
|
Definitive Proxy Statement on Schedule 14A (only to the extent incorporated by reference in our Annual Report on Form 10-K
for the year ended December 31, 2017) filed with the SEC on April 27, 2018, as amended and supplemented by the Definitive Additional
Materials on Schedule 14A filed with the SEC on May 1, 2018 and May 15, 2018;
|
|
|
·
|
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018, filed with the SEC on May 15, 2018;
|
|
|
·
|
Current Reports on Form 8-K filed with the SEC on March 6, 2018 and March 21, 2018 (other than current reports furnished under
Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly
provides to the contrary); and
|
|
|
·
|
the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on March 24, 2011.
|
You may obtain a copy of any or all of the
documents referred to above which may have been or may be incorporated by reference into this prospectus, except for exhibits to
those documents (unless the exhibits are specifically incorporated by reference into those documents) at no cost to you by writing
or telephoning us at the following address: Aevi Genomic Medicine, Inc., 435 Devon Park Drive, Suite 715, Wayne, PA 19087, telephone
number (610) 254-4201.
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs
and expenses to be borne by us in connection with the sale and distribution of the securities being registered, other than underwriting
discounts and commissions. All amounts are estimated except for the registration fee.
|
SEC Registration Fee
|
|
$
|
6,225
|
|
|
Accounting Fees and Expenses
|
|
$
|
15,000
|
*
|
|
Legal Fees and Expenses
|
|
$
|
50,000
|
*
|
|
Transfer Agent and Trustee Fees and Expenses
|
|
$
|
5,000
|
*
|
|
Printing Expenses
|
|
$
|
5,000
|
*
|
|
Miscellaneous Fees and Expenses
|
|
$
|
5,000
|
*
|
|
|
|
|
|
|
|
Total
|
|
$
|
86,225
|
*
|
* Amounts are estimated pursuant to Item 511 of Regulation S-K.
Item 15. Indemnification of Directors and Officers
Section 102 of the Delaware General Corporation
Law allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed
to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved
a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate
of incorporation provides that to the fullest extent permitted by the Delaware General Corporation Law, our directors shall not
be liable to us or to our stockholders for monetary damages for breach of fiduciary duty as a director.
Section 145 of the Delaware General Corporation
Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain
other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection
with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall
have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation,
and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided, that, in
the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter
as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating
court determines that such indemnification is proper under the circumstances. Our amended and restated certificate of incorporation
and bylaws provide that any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or
was a director or officer of our company, or by reason of the fact that he or she was serving at the request of our company as
a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified (and
we must advance expenses incurred in connection with the defense of such actions, suit or proceedings) to the full extent now or
hereafter permitted by law.
We maintain directors and officers insurance
providing indemnification for certain of our directors, officers, affiliates, partners and employees for certain liabilities and
have entered into indemnification agreements with each of our directors and officers.
The exhibits to this registration statement
are listed in the Exhibit Index following the signature page of this registration statement.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities:
The undersigned registrant undertakes that
in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of
the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) The
undersigned registrant hereby undertakes that: (i) for purposes of determining any liability under the Securities Act, the information
omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of the registration statement as of the time it was declared effective; and (ii) for the purpose of determining any
liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(d) If
and when applicable, the undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations
prescribed by the SEC under Section 305(b)(2) of the Act.
(e) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that
in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant, Aevi Genomic Medicine, Inc., certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Wayne, Pennsylvania on the 15
th
day of May, 2018.
|
|
AEVI GENOMIC MEDICINE, INC.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael F. Cola
|
|
|
|
|
Michael F. Cola
|
|
|
|
President and Chief Executive Officer
|
POWER OF
ATTORNEY
We, the undersigned officers and directors
of Aevi Genomic Medicine, Inc., hereby severally constitute and appoint Michael F. Cola and Brian Piper, and both or either one
of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution in for him and in
his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and any subsequent registration statements pursuant to Rule 462 of the Securities Act, and to file
the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Michael F. Cola
|
|
President, Chief Executive Officer and Director
|
|
May 15, 2018
|
|
Michael F. Cola
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Brian D. Piper
|
|
Chief Financial Officer
|
|
May 15, 2018
|
|
Brian D. Piper
|
|
(Principal Financial Officer & Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Sol J. Barer
|
|
Chairman of the Board of Directors
|
|
May 15, 2018
|
|
Sol J. Barer
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Eugene A. Bauer
|
|
Director
|
|
May 15, 2018
|
|
Eugene A. Bauer
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Matthew D. Bayley
|
|
Director
|
|
May 15, 2018
|
|
Matthew D. Bayley
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Alastair Clemow
|
|
Director
|
|
May 15, 2018
|
|
Alastair Clemow
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Wilbur H. Gantz
|
|
Director
|
|
May 15, 2018
|
|
Wilbur H. Gantz
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Joseph J. Grano, Jr.
|
|
Director
|
|
May 15, 2018
|
|
|
Joseph J. Grano, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Barbara Duncan
|
|
Director
|
|
May 15, 2018
|
|
|
Barbara Duncan
|
|
|
|
|
|
EXHIBIT
INDEX
* To be filed as an exhibit to a report pursuant to Section
13(a) or 15(d) of the Exchange Act, or in a post-effective amendment to this registration statement.
Aevi Genomic Medicine (NASDAQ:GNMX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Aevi Genomic Medicine (NASDAQ:GNMX)
Historical Stock Chart
From Jul 2023 to Jul 2024
