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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): September 11,
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 ofincorporation)
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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
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N/A
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(Former
name or former address, if changed since last report)
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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:
☒ 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))
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.
As
previously announced, on June 30, 2017, Opexa Therapeutics, Inc., a
Texas corporation (“Opexa”), Opexa Merger Sub, Inc., a
Delaware corporation and a wholly-owned subsidiary of Opexa
(“Merger Sub”),
and Acer Therapeutics Inc., a Delaware corporation
(“Acer”),
entered into an Agreement and Plan of Merger and Reorganization
(the “Merger
Agreement”), pursuant to which, among other things,
subject to the satisfaction or waiver of the conditions set forth
in the Merger Agreement, Merger Sub will merge with and into Acer,
with Acer becoming a wholly-owned subsidiary of Opexa and the
surviving corporation of the merger (the “Merger”).
Also as
previously announced, on September 19, 2017 at 9:00 a.m. Pacific
Time, Opexa will hold a special meeting of its shareholders to vote
upon the Merger and related proposals as set forth in Opexa’s
proxy statement/prospectus/information statement for the special
meeting, dated August 11, 2017, a copy of which has been provided
to Opexa’s shareholders of record as of August 9,
2017.
On
September 11, 2017, Opexa issued a press release announcing that
Institutional Shareholder Services Inc. (ISS) and Glass, Lewis
& Co., LLC (Glass Lewis) have both recommended that Opexa
shareholders vote “FOR” the Merger and the related
proposals in the Company’s proxy
statement/prospectus/information statement referred to above. A
copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
Reference is made
to the Exhibit Index included with this Current Report on Form
8-K.
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, thereunto duly authorized.
Dated: September 11, 2017 |
OPEXA THERAPEUTICS,
INC.
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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.
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Description
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Press
release issued by Opexa Therapeutics, Inc. on September 11,
2017.
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