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Item
7.01.
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Regulation
FD Disclosure.
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On August 10, 2017, Aevi Genomic Medicine,
Inc. (“the Company”) issued a press release announcing that it entered into a securities purchase agreement with certain
institutional and accredited investors, including the Children’s Hospital of Philadelphia Foundation as the lead purchaser,
providing for the sale by the Company of approximately 22,222,222 shares of its common stock, $0.0001 par value per share
(the “Common Stock”) and warrants to purchase up to 3,953,904 shares of Common Stock (the “Warrants”),
at a purchase price of $1.26 per share of Common Stock and accompanying Warrant, for gross proceeds of approximately $28.0 million,
which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As previously announced, the Company will
host a conference call and live audio webcast on Thursday, August 10, 2017 at 8:30 a.m. EDT to discuss second quarter 2017 financial
results and to provide a business update. The Company intends to refer to the slide presentation, attached as Exhibit 99.2 and
incorporated by reference herein, on the conference call.
The slide presentation, together with an
archive of the webcast, will also be available for 30 days after the date of the conference call in the Investor section of the
Company’s website at
www.aevigenomics.com
.
The information furnished under this Item
7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
This Current Report on Form 8-K, including
the exhibits attached hereto, 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, which include all statements other than statements of historical fact, including (without limitation) those regarding
the Company’s financial position, its development and business strategy, its product candidates and the plans and objectives
of management for future operations. The Company intends that such forward-looking statements be subject to the safe harbors created
by such laws. 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 terminology. All such forward-looking
statements are based on current expectations and are subject to risks and uncertainties. These risks and uncertainties include,
but are not limited to, those discussed in the sections titled “Risk Factors” of the Company’s Annual Report
on Form 10-K for the year ended December 31, 2016 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2017 and June 30, 2017. Should any of these risks or uncertainties materialize, or should any of the Company’s
assumptions prove incorrect, actual results may differ materially from those included within these forward-looking statements.
Accordingly, no undue reliance should be placed on these forward-looking statements, which speak only as of the date made. The
Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions
or circumstances on which any such statements are based. As a result of these factors, the events described in the forward-looking
statements contained in this Current Report on Form 8-K, including the exhibits attached hereto, may not occur.