Withdrawal of Registration Statement (rw)
February 12 2020 - 3:40PM
Edgar (US Regulatory)
February 12,
2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-3628
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Re:
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Aevi Genomic Medicine,
Inc.
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Application for Withdrawal on Form RW
for
Registration Statement on Form S-3 (File No. 333-224929)
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities
Act of 1933, as amended (the “Securities Act”), Aevi Genomic Medicine, LLC (the “Company”), as successor
by merger to Aevi Genomic Medicine, Inc. (“Aevi”), respectfully requests that the Securities and Exchange Commission
(the “Commission”) consent to the withdrawal of Aevi’s registration statement on Form S-3 (File No. 333-224929),
together with all exhibits (collectively, the “Registration Statement”), filed with the Commission on May 15, 2018.
The Registration Statement was declared effective by the Commission on May 24, 2018.
On February 3, 2020, Aevi consummated a
two-step merger (the “Merger”) with Cerecor Inc., a Delaware corporation (“Cerecor”), in accordance with
the terms of the previously disclosed Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated
as of December 5, 2019, by and between Aevi, Cerecor, Genie Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary
of Cerecor (“Merger Sub”), and Second Genie Merger Sub, LLC, a Delaware limited liability company and wholly owned
subsidiary of Cerecor (“Second Merger Sub”). In accordance with the Merger Agreement, Merger Sub merged with and into
Aevi, with Aevi as the surviving corporation, and as part of the same overall transaction, Aevi then merged with and into Second
Merger Sub, with Second Merger Sub as the surviving entity. The surviving entity from the second merger was renamed Aevi Genomic
Medicine, LLC. In connection with the Merger, the Company determined that it is in its best interest to withdraw the Registration
Statement at this time.
The Company confirms that no securities
have been sold pursuant to the Registration Statement.
Accordingly, the Company hereby respectfully
requests that the withdrawal of the Registration Statement be effective as of the date hereof and requests that a written order
granting the withdrawal of the Registration Statement be issued by the Commission as soon as reasonably possible. The Company also
requests, in accordance with Rule 457(p) promulgated under the Securities Act, that all fees paid to the Commission in connection
with the filing of the Registration Statement be credited for future use to Cerecor’s account.
Please provide a copy of the order consenting
to the withdrawal to Brian M. Katz of Pepper Hamilton LLP by email at katzb@pepperlaw.com. If you have any questions regarding
this application, please contact Brian M. Katz by telephone at (215) 981-4000, or by e-mail at the e-mail address provided above.
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Sincerely,
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Aevi Genomic Medicine, LLC
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By:
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/s/ Michael F. Cola
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Name: Michael F. Cola
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Title: Vice President
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