Amendment to Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K/A Amendment to Current Report HTML 29K
2: EX-99.2 Unaudited Condensed Consolidated Balance Sheet and HTML 102K
Statement of Income of Private Acer for
the Nine Months Ended September 30, 2017
3: EX-99.3 Unaudited Pro Forma Condensed Combined Statement HTML 27K
of Income of Acer and Private Acer for
the Nine Months Ended September 30, 2017
Registrant’s telephone number, including area code: (844)
902-6100
(Former name or former address, if changed since last
report)
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the appropriate box below if the Form 8-K filing is intended to
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EXPLANATORY NOTE
On
September 19, 2017, Opexa Therapeutics, Inc., a Texas corporation
now known as Acer Therapeutics Inc. (the “Company”), completed its merger
with privately-held Acer Therapeutics Inc. (“Private Acer”) in accordance with
the terms of the Agreement and Plan of Merger and Reorganization,
dated June 30, 2017, whereby the Company’s wholly-owned
subsidiary, Opexa Merger Sub, Inc., merged with and into Private
Acer, with Private Acer surviving as the Company’s wholly
owned subsidiary (the “Merger”). In connection with the
Merger, the Company changed its name from Opexa Therapeutics, Inc.
to Acer Therapeutics Inc.
On
September 20, 2017, the Company filed a Current Report on Form 8-K
(the “Original Form
8-K”) reporting, among other items, the consummation
of the Merger. This Amendment No. 1 to Current Report on Form 8-K
amends the Original Form 8-K to provide (i) the historical
unaudited condensed consolidated financial statements of Private
Acer as of June 30, 2017, and (ii) the pro forma condensed combined
financial information as required by Items 9.01(a) and 9.01(b) of
Current Report on Form 8-K, respectively. Such financial
information was excluded from the Original Form 8-K in reliance on
the instructions to such Items.
Item 9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired.
The
audited consolidated financial statements of Private Acer required
by Item 9.01(a) were previously filed with the SEC as part of the
Company’s Registration Statement on Form S-4 (Reg. No.
333-219358) filed on July 19, 2017 and, pursuant to General
Instruction B.3 of Form 8-K, are not required to be filed herewith.
The unaudited condensed consolidated financial statements of
Private Acer as of June 30, 2017 are filed as Exhibit 99.2 to this
Current Report on Form 8-K and are incorporated herein by
reference.
(b) Pro
Forma Financial Information.
The
unaudited pro forma condensed combined statement of operations for
the nine months ended September 30, 2017 giving effect to the
Merger is filed as Exhibit 99.3 to this Current Report on Form 8-K
and is incorporated herein by reference. On November 13, 2017, the
Company filed its Quarterly Report on Form 10-Q, which contained a
balance sheet dated September 30, 2017, and therefore an unaudited
pro forma condensed combined balance sheet as of September 30, 2017
is not required to be filed herewith pursuant to Rule 8-05(b)(2) of
Regulation S-X. The pro forma condensed combined statement of
operations for the year ended December 31, 2016 required by Item
9.01(b) was previously filed with the SEC as part of the
Company’s Registration Statement on Form S-4 (Reg. No.
333-219358) filed on July 19, 2017 and, pursuant to General
Instruction B.3 of Form 8-K, is not required to be filed
herewith.
(d)
Exhibits
Below
is a list of exhibits included with this Current Report on
Form 8-K.
Agreement
and Plan of Merger and Reorganization, dated as of June 30, 2017,
by and among Acer Therapeutics Inc. (formerly Opexa Therapeutics,
Inc.), Opexa Merger Sub, Inc. and Acer Therapeutics Inc.
(incorporated by reference to Exhibit 2.1 to Acer’s Current Report on Form 8-K filed
on July 3, 2017).
Acer
Therapeutics Inc. Amended and Restated 2010 Stock Incentive Plan
(incorporated by reference to Appendix A to Acer’s Definitive
Proxy Statement on Schedule 14A filed on April 11,2016).**
Amendment
No. 1 to the Acer Therapeutics Inc. Amended and Restated 2010 Stock
Incentive Plan (incorporated by reference to Exhibit 10.35 to
Acer’s Registration Statement on Form S-4 (File No.
333-219358) filed on July 19, 2017).**
Unaudited
pro forma condensed combined statement of income of Acer and
Private Acer for the nine months ended September 30,2017.
*
Previously
filed.
+
Management
contract or compensatory plans or arrangements.
**
Note
that the name of this plan has been amended to reflect the current
name of the Company.
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.