UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~February to3, ~~Section~~2020 Date 13of orReport 15(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act of 1934~~reported)

December 19, 2019 Date of Report (Date of earliest event reported)

AEVI GENOMIC MEDICINE, INC.
(Exact name of registrant as specified in its charter)

Delaware	1-35112	98-0217544
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

435 Devon Park Drive, Suite 715 Wayne, Pennsylvania 19087 (Address of principal executive offices, zip code)

Wayne, Pennsylvania 19087

(Address of principal executive offices, zip code)

(610) 254-4201
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, par value $0.0001 per share	GNMX	Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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 13(a) of the Exchange Act. ¨

~~Item 3.02. Unregistered Sales of Equity Securities.~~Introduction

On ~~December~~February 193, ~~2019~~2020, Aevi Genomic Medicine, Inc., a Delaware corporation (“Aevi”), ~~exercised~~consummated ~~its~~a ~~option~~two-step tomerger ~~enter~~(the ~~into~~“Merger”) anwith ~~exclusive~~Cerecor ~~global~~Inc., ~~license~~a Delaware tocorporation ~~develop and commercialize MEDI2338~~ (~~the~~ “~~Option~~Cerecor”), ~~pursuant~~in toaccordance with the terms of the ~~Option~~previously disclosed Agreement and ~~License~~Plan ~~Agreement~~of Merger and Reorganization (the “~~License~~Merger Agreement”) ~~with MedImmune Limited~~, ~~a subsidiary of AstraZeneca,~~ dated as of ~~August~~December 65, 2019., Inby ~~connection~~and ~~with~~between Aevi’s, ~~exercise~~Cerecor, ofGenie ~~the~~Merger Sub, ~~Option~~Inc., ~~Aevi~~ ~~issued~~a ~~12,946,900~~Delaware ~~shares~~corporation ofand ~~its~~wholly ~~common~~owned ~~stock~~subsidiary ~~(the~~of Cerecor (“~~Shares~~Merger Sub”) toand ~~MedImmune~~Second ~~Limited.~~Genie ~~The~~Merger ~~Shares~~Sub, LLC, ~~are~~a ~~not~~Delaware ~~registered under~~limited ~~the~~liability ~~Securities~~company ~~Act~~and ofwholly ~~1933,~~owned assubsidiary ~~amended~~of ~~(the~~Cerecor (“~~Securities~~Second ~~Act~~Merger Sub”),. orIn accordance with the ~~securities~~Merger ~~laws~~Agreement, ofMerger ~~any~~Sub ~~state,~~merged with and ~~were issued~~into inAevi, ~~reliance~~with onAevi as the ~~exemption~~surviving ~~from~~corporation, ~~registration~~and ~~under~~as part of the ~~Securities~~same overall ~~Act~~transaction, ~~provided~~Aevi bythen ~~Section~~merged ~~4(a)(2)~~with and ~~Regulation~~into DSecond ~~(Rule 506)~~Merger ~~under~~Sub, ~~the~~with ~~Securities~~Second ~~Act.~~Merger ~~AstraZeneca~~Sub ~~represented~~as ~~that~~the itsurviving ~~was~~entity. anThe ~~accredited~~surviving entity ~~investor~~from ~~(as~~the ~~defined~~second bymerger ~~Rule~~was ~~501~~renamed ~~under~~Aevi Genomic Medicine, LLC (the ~~Securities Act~~“Surviving Entity”).

~~Item~~In accordance 7with the terms of the Merger Agreement, each outstanding share of common stock of Aevi, par value of $0.010001 per share, was converted into the right to receive (i) the fraction of a share of Cerecor common stock, par value of $0.001 ~~Regulation~~per FDshare, ~~Disclosure~~at a ratio equal to 0.0334, which in the aggregate totaled approximately 3.9 million shares of Cerecor common stock issued to Aevi stockholders; (ii) one contingent value right, which represents the right to receive the pro rata portion of contingent payments of up to $6.5 million, to be paid in cash or Cerecor common stock in the sole discretion of Cerecor, upon the achievement of certain milestones in accordance with the Contingent Value Rights Agreement between Cerecor and American Stock Transfer & Trust Company LLC (the “CVR Agreement”); and (iii) cash in lieu of fractional shares of Cerecor common stock, which in the aggregate totaled approximately $1,050.00. Additionally, each outstanding Aevi stock option was cancelled and each outstanding Aevi warrant was exercised on a cashless basis prior to the consummation of the Merger.

OnImmediately ~~December~~following ~~23, 2019, Aevi posted an updated investor presentation, regarding~~ the ~~business~~closing of the ~~combined company after completion of the previously~~ ~~announced proposed merger with Cerecor Inc. (“Cerecor”)~~Merger, topre-closing ~~its~~Aevi ~~website~~stockholders atowned ~~aevigenomics~~approximately 6.~~com.~~9% ~~A copy~~ of ~~the~~Cerecor ~~investor presentation~~common ~~is attached hereto as Exhibit 99~~stock.1.

~~The~~In ~~information~~connection inwith the consummation of the ~~this~~Merger, ~~Item~~Aevi ~~7.01~~(i) notified the Nasdaq Stock Market LLC (~~including~~“Nasdaq”) ~~Exhibit 99.1~~that the Merger had been consummated, and (ii) ~~shall~~requested that ~~not~~Nasdaq be(x) ~~deemed~~suspend trading of the shares of Aevi common stock effective at the open of business on February 4, 2020 and (y) file with the Securities and Exchange Commission (the “~~filed~~SEC”) ~~for~~a ~~purposes~~Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the shares of Aevi common stock under Section 18 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). ~~and~~Aevi ~~shall~~intends ~~not~~to befile ~~deemed~~with ~~incorporated~~the bySEC ~~reference~~a incertification ~~any~~on ~~filing~~Form 15 under the Exchange ~~Securities~~ Act, ofrequesting ~~1933~~the orderegistration of the ~~Exchange~~shares ~~Act,~~of ~~except~~Aevi ascommon ~~expressly~~stock ~~set~~and ~~forth~~the bysuspension ~~specific~~of ~~reference~~Aevi’s inreporting ~~such~~obligations under aSections ~~filing~~13 and 15(d) of the Exchange Act.

~~Item~~The foregoing 8description of the Merger Agreement and CVR Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement and form of CVR Agreement, which were previously filed as Exhibit 2.~~01.~~1 ~~Other~~to ~~Events~~the Current Report on Form 8-K/A, filed on December 11, 2019 and incorporated herein by reference.

~~The~~Item ~~information~~2.01. ~~regarding~~Completion ~~the License Agreement and the issuance~~ of ~~Shares~~Acquisition ~~included~~or ~~under~~Disposition ~~Item 3.02~~ of ~~this Current Report on Form 8-K is incorporated herein by reference~~Assets.

~~Additional~~The ~~Information~~disclosure ~~about~~ set forth in the ~~Merger and~~section above ~~Where~~titled to“Introduction” ~~Find~~is Itincorporated herein by reference.

~~This~~Item ~~document does~~3.01. ~~not~~Notice ~~constitute~~of anDelisting ~~offer to sell~~ or ~~the~~Failure ~~solicitation of an offer~~ to ~~buy~~Satisfy any securities of Aevi or Cerecor or the solicitation of any vote or approval. In connection with the proposed merger, on December 20, 2019 Cerecor filed with the Securities and Exchange Commission (the “SEC”) a ~~Registration~~Continued ~~Statement~~Listing onRule ~~Form S-4 containing a proxy statement/prospectus. The proxy statement/prospectus contains important information about Aevi, Cerecor, the merger and related matters. Aevi will mail~~ or ~~otherwise~~Standard; ~~deliver~~Transfer ~~the proxy statement/prospectus to its stockholders when it becomes available. Investors and security holders~~ of Aevi and Cerecor are urged to read carefully the proxy statement/prospectus relating to the merger (including any amendments or supplements thereto) in its entirety, because it contains important information about the proposed mergerListing.

~~Investors~~The ~~and~~disclosure ~~security holders~~set offorth ~~Aevi~~in ~~and Cerecor will be able to obtain free copies of~~ the ~~proxy statement/prospectus for the proposed merger (when~~section itabove istitled ~~available)~~“Introduction” and other documents filed with the SEC by Aevi and Cerecor through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders of Aevi will be able to obtain free copies of the proxy statement/prospectus for the proposed merger (when it is ~~available)~~incorporated byherein ~~contacting Aevi, Attn: Mike McInaw, michael.mcinaw@aevigenomics.com. Investors and security holders of Cerecor will be able to obtain free copies of the proxy statement/prospectus for the merger~~ by ~~contacting Cerecor, Attn: James Harrell, jharrell@cerecor~~reference.~~com.~~

~~Participants~~Item ~~in the~~3.03. ~~Merger~~Material Modification to Rights of Security Holders.

~~Aevi,~~The ~~Cerecor~~disclosure ~~and~~set ~~certain of~~forth ~~their respective directors and executive officers may be deemed to be participants~~ in the ~~solicitation of proxies from the stockholders~~section ofabove ~~Aevi~~titled in“Introduction” ~~respect of the transactions contemplated by the Merger Agreement between Aevi and Cerecor. Information regarding Aevi’s directors and executive officers~~ is ~~contained~~incorporated inherein ~~Aevi’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 29, 2019, and is available in the proxy statement/prospectus that was filed~~ by ~~Cerecor with the SEC in connection with the proposed merger~~reference. Information regarding Cerecor’s directors and executive officers is contained in Cerecor’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on March 18, 2019, and in the proxy statement/prospectus that was filed by Cerecor with the SEC in connection with the proposed merger.

~~Cautionary~~At ~~Statement~~the effective time of the Merger, each ~~Regarding~~holder ~~Forward-Looking~~of ~~Statements~~Aevi common stock ceased to have any rights as a stockholder of Aevi other than the right to receive merger consideration in accordance with the Merger Agreement.

~~This~~Item document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term is defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, Aevi’s and Cerecor’s expectations or predictions of future financial or business performance or conditions5. Forward-looking statements are sometimes identified by their use of the terms and phrases such as “estimate,” “project,” “intend,” “forecast,” “anticipate,” “plan,” “planning, “expect,” “believe,” “will,” “will likely,” “should,” “could,” “would,” “may” or the negative of such terms and other comparable terminology01. ~~These~~Changes ~~forward-looking~~in ~~statements~~Control ~~are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the control~~ of ~~either company~~Registrant. ~~Actual results may differ materially from current projections.~~

~~Important~~The ~~factors~~disclosure ~~that may~~set ~~cause~~forth ~~actual results to differ materially from the results discussed~~ in the ~~forward-looking statements or historical experience~~section ~~include~~above ~~risks~~titled ~~and~~“Introduction” ~~uncertainties,~~is ~~including~~incorporated ~~the~~herein ~~timing~~by ~~and~~reference. ~~completion~~At of the ~~merger,~~effective ~~the~~time ~~parties’ ability to satisfy the closing conditions~~ of the Merger ~~Agreement, the failure by~~ Aevi orbecame ~~Cerecor to secure and maintain relationships with collaborators and/or~~a ~~investors;~~wholly ~~risks~~owned ~~relating~~subsidiary ~~to clinical trials; risks relating to the commercialization, if any,~~ of ~~Aevi’s or~~ Cerecor’s proposed product candidates (such as marketing, regulatory, product liability, supply, competition, and other risks); dependence on the efforts of third parties; dependence on intellectual property; and risks that Aevi or Cerecor may lack the financial resources and access to capital to fund proposed operations. Further information on the factors and risks that could affect Aevi’s and Cerecor’s respective businesses, financial conditions and results of operations are contained in Aevi’s and Cerecor’s filings with the SEC, which are available at www.sec.gov. The forward-looking statements represent Aevi’s and Cerecor’s estimate as of the date hereof only, and Aevi and Cerecor specifically disclaim any duty or obligation to update forward-looking statements.

Item 95.0102. ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~(d)~~Option ~~Exhibits.~~Termination Agreements

Exhibit No.	Description
99.1	Investor Presentation

On February 3, 2020, in connection with the consummation of the Merger, Aevi entered into Option Termination Agreements (each, an “Option Termination Agreement”) with Michael F. Cola and Garry A. Neil (each, a “Holder”). The options were granted pursuant to the Non-Qualified Stock Option Award Agreement between each Holder and Aevi, dated September 13, 2013 (the “Option Agreements”). Pursuant to the Option Termination Agreements, each Holder has agreed that, without further obligation or liability of Aevi, each option to acquire shares of the Aevi’s common stock held by such Holder were cancelled immediately prior to the effective time of the Merger and the Option Agreement was terminated and of no force and effect.

~~SIGNATURES~~Resignations

~~Pursuant~~The toinformation ~~the~~set ~~requirements of~~forth ~~the~~in ~~Securities Exchange Act of 1934,~~ the ~~registrant~~section above ~~has~~titled ~~duly~~“Introduction” ~~caused~~is ~~this~~incorporated ~~report~~herein ~~to be signed on its behalf~~ by ~~the undersigned hereunto duly authorized~~reference.

~~AEVI~~As ~~GENOMIC~~a ~~MEDICINE~~result of the Merger and pursuant to letters of resignation, ~~INC.~~at Bythe effective time of the Merger, the following persons ceased to be directors of Aevi: ~~/s/~~Sol ~~Michael~~J. FBarer, Eugene A. ~~Cola~~Bauer, ~~Name:~~Matthew Bayley, Alastair Clemow, Michael F. Cola, ~~Title:~~Barbara ~~President~~Duncan and ~~Chief~~Joseph ~~Executive~~J. ~~Officer~~Grano, Jr. None of these resignations were a result of any disagreement with Aevi, its management or the board of directors. The Surviving Entity will be managed by Cerecor.

~~Date~~As a result of the Merger and pursuant to letters of resignation, at the effective time of the Merger, the following individuals ceased to be officers of Aevi: ~~December~~Michael 23F. Cola, ~~2019~~Michael H. McInaw and Garry Neil. None of these resignations were a result of any disagreement with Aevi, its management or the board of directors.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

At the effective time of the Merger, Aevi ceased to exist and Second Merger Sub continued as the Surviving Entity. The certificate of formation and limited liability company agreement as in effect at the effective time of the Merger remained as the certificate of formation and limited liability company agreement of the Surviving Entity. The certificate of formation and limited liability company agreement of Second Merger Sub are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On February 3, 2020, Aevi held a special meeting of its stockholders (the “Special Meeting”) to consider and vote on certain proposals related to the Merger. Prior to the Special Meeting, Aevi delivered a proxy statement (the “Proxy Statement”) to its stockholders describing the proposals to be voted on at the Special Meeting, the Merger and related information. The Proxy Statement was filed by Aevi with the SEC on December 31, 2019.

At the close of business on December 20, 2019, the record date for the Special Meeting, there were 77,713,782 shares of Aevi common stock outstanding, all of which were entitled to vote at the Special Meeting. At the Special Meeting, holders of an aggregate of 49,903,818 shares of Aevi common stock were present or represented by proxy, constituting a quorum. The following are the final voting results on the proposals considered and voted upon at the Special Meeting, each of which is more fully described in the Proxy Statement.

Proposal 1: Holders of Aevi common stock adopted and approved the Merger Agreement and the Merger of Aevi and Cerecor pursuant thereto (the “Merger Proposal”):

For	Against	Abstained
49,533,529	304,349	65,940

Proposal 2: Holders of Aevi common stock approved the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal at the time of the Special Meeting. Because there were sufficient proxies to approve the Merger Proposal, no proposal to adjourn the Special Meeting was made:

For	Against	Abstained
49,326,712	503,825	73,281

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

2.1	Agreement and Plan of Merger and Reorganization, dated as of December 5, 2019 among Aevi Genomic Medicine, Inc., Genie Merger Sub, Inc., Second Genie Merger Sub, LLC and Cerecor Inc. (incorporated by reference from Exhibit 2.1 to Aevi’s Current Report on Form 8-K/A filed with the SEC on December 11, 2019).

3.1	Certificate of Formation of Second Genie Merger Sub, LLC.

3.2	Limited Liability Company Agreement of Second Genie Merger Sub, LLC

10.1	Option Termination Agreement, effective February 3, 2020, by and between Aevi Genomic Medicine, Inc. and Michael F. Cola.

10.2	Option Termination Agreement, effective February 3, 2020, by and between Aevi Genomic Medicine, Inc. and Garry A. Neil

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AEVI GENOMIC MEDICINE, INC.


	By:	/s/ Michael F. Cola
		Name: Michael F. Cola
		Title: President and Chief Executive Officer

Date: February 3, 2020

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