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EX-99.1 - PRESS RELEASE - Acer Therapeutics Inc. | opxa_ex991.htm |
UNITED STATES
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
Date of Report (Date of earliest event reported): August 9,
2017
Opexa Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Texas
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001- 33004
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76-0333165
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2635 Technology Forest Blvd., The Woodlands, Texas
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77381
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(281) 272-9331
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
☒
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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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 8.01 Other Events.
On
August 9, 2017, Opexa Therapeutics, Inc. (“Opexa”)
issued a press release announcing that it has set a date for a
special meeting of its shareholders to vote on matters related to
the previously announced proposed merger with Acer Therapeutics
Inc. (“Acer”). The special meeting will be held at 9:00
a.m., local time, on September 19, 2017 at 12255 El Camino Real,
Suite 300, San Diego, California 92130. Opexa shareholders of
record as of the close of business on August 9, 2017 are entitled
to receive notice of, and to vote at, the special
meeting.
A copy
of the press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
Additional Information about the Proposed Merger and Where to Find
It
In connection with the previously disclosed
proposed merger, Opexa has filed a registration statement on Form
S-4 with the Securities and Exchange Commission (the
“SEC”), including a proxy statement / prospectus /
information statement, but the registration statement has not yet
become effective. Investors and
securityholders of Opexa and Acer are urged to read these materials
because they contain important information about Opexa, Acer and
the proposed merger. The proxy statement / prospectus / information
statement and other relevant materials, and any other documents
filed by Opexa with the SEC, may be obtained free of charge at the
SEC web site at www.sec.gov. In addition, investors and
securityholders may obtain free copies of the documents filed with
the SEC by Opexa by directing a written request to: Opexa
Therapeutics, Inc., 2635 Technology Forest Blvd., The Woodlands, TX
77381, Attention: Investor Relations. Investors and securityholders
are urged to read the proxy statement / prospectus / information
statement and the other relevant materials before making any voting
or investment decision with respect to the proposed
merger.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
in connection with the proposed merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation
Opexa
and its directors and sole executive officer and Acer and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Opexa in
connection with the proposed transaction. Information regarding the
special interests of these directors and executive officers in the
proposed merger is included in the proxy statement / prospectus /
information statement referred to above. Additional information
regarding the directors and the sole executive officer of Opexa is
also included in Opexa’s Annual Report on Form 10-K for the
year ended December 31, 2016 and the proxy statement for
Opexa’s 2016 Annual Meeting of Shareholders. These documents
are available free of charge at the SEC’s web site
(www.sec.gov) and from Investor Relations at Opexa at the address
described above.
Item 9.01 Financial Statements and Exhibits.
Reference is made
to the Exhibit Index included with this Current Report on Form
8-K.
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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.
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Opexa Therapeutics, Inc.
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Dated:
August 9, 2017
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By:
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/s/
Neil K. Warma
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Neil K.
Warma
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President,
Chief Executive Officer and Acting Chief Financial
Officer
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EXHIBIT INDEX
Exhibit No.
Description
Press release
issued by Opexa Therapeutics, Inc. on August 9, 2017 entitled
“Opexa Therapeutics Sets Date for Special Meeting of
Shareholders.”
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