Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

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)

 

August 15, 2018

(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   21,248,253
	8.	Shared Voting Power   0
	9.	Sole Dispositive Power   21,248,253
	10.	Shared Dispositive Power   0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   21,248,253
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)	¨
13.	Percent of Class Represented by Amount in Row 11   31.59%
14.	Type of Reporting Person (see instructions)   CO

 

 

CUSIP No. 00835P105

13D

Page 2 of 5 Pages

 

 

This Amendment No. 1 amends and supplements the Schedule 13D filed on October 17, 2017.

  

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 is supplemented as follows:

 

On August 15, 2018, The Children’s Hospital of Philadelphia Foundation (“CHOP”) purchased 2,551,020 shares (the “Shares”) of common stock, par value $0.0001 per share of the Issuer (“Common Stock”).

 

The Issuer issued 2,551,020 shares of Common Stock to CHOP on August 15, 2018 for an aggregate purchase price of $2,500,000 in cash under the Issuer’s “at the market” program as further described in the Company’s prospectus supplement, which was filed by the Issuer on May 15, 2018. The working capital of CHOP was the source of the funds for the purchase of its equity securities from the Issuer. No part of the purchase price of these equity securities was represented by funds or other consideration borrowed or otherwise obtained from third parties for the purpose of acquiring, holding, trading or voting these equity securities.

 

Item 4.

Purpose of Transaction.

 

Item 4 is supplemented as follows:

 

CHOP acquired the Shares for investment purposes. CHOP has no present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer.  CHOP may engage in discussions from time to time with other stockholders of the Issuer regarding the acquisition by CHOP or others of shares of the Issuer’s Common Stock held by such stockholders. CHOP has 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.

 

CHOP 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 concerning the business, operations, governance, management, strategy, capitalization and/or future plans of the Issuer. In addition, CHOP 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 in connection with the proposal of one or more of the other actions described in subparagraphs (a) through (j) of this Item 4.

  

 

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13D

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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.

 

Item 5.

Interest in Securities of the Issuer.

 

Item 5 is amended and restated as follows:

 

(a)

CHOP is the beneficial owner of 21,248,253 shares of Common Stock, consisting of 18,424,036 shares of Common Stock, and 2,824,217 shares of Common Stock issuable upon the exercise of a warrant held by CHOP. CHOP’s board of trustees, or a committee designated by the board of trustees, has voting and investment power of their Securities. No member of CHOP’s board of trustees or investment committee may act individually to vote or sell Securities held by CHOP; therefore, no individual board or committee member 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 or the investment committee.

 

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 59,340,731 shares of Common Stock reported as outstanding on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, as filed with the Securities and Exchange Commission on August 2, 2018, together with the issuance of 5,102,040 additional shares of Common Stock sold by the Issuer on August 15, 2018 and then 2,824,217 shares of Common Stock issuable upon exercise of CHOP’s warrant.

 

(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;

  

 

CUSIP No. 00835P105

13D

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(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

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[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.

 

 

	August 17, 2018
	Date
	THE CHILDREN’S HOSPITAL OF PHILADELPHIA FOUNDATION
	By:	/s/ Thomas J. Todorow
	Name: Thomas J. Todorow
	Title: Chief Financial Officer