opexa13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Opexa Therapeutics, Inc.

(Name of Issuer)

Common Stock, $.50 par value

(Title of Class of Securities)

68372T103

(CUSIP Number)

September 19, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[ x ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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13G

CUSIP No. 68372T103

1.	Names of Reporting Persons Victory Park Capital Advisors, LLC I.R.S. Identification Nos. of Above Persons (entities only)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 668,315
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 668,315
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 668,315*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
11.	Percent of Class Represented by Amount in Row (9) 9.9%
12.	Type of Reporting Person (See Instructions) OO

* Excludes 320,000 shares issuable upon exercise of warrants which are subject to so-called “blocker” provisions prohibiting the holder from exercising the warrants to the extent that such exercise would result in the holder being deemed the beneficial owner of more than 9.99% of the issued and outstanding shares of the common stock of Opexa Therapeutics, Inc.

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13G

CUSIP No. 68372T103

1.	Names of Reporting Persons Victory Park Master Fund, Ltd. I.R.S. Identification Nos. of Above Persons (entities only)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 668,315
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 668,315
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 668,315*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
11.	Percent of Class Represented by Amount in Row (9) 9.9%
12.	Type of Reporting Person (See Instructions) OO

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13G

CUSIP No. 68372T103

1.	Names of Reporting Persons Jacob Capital, L.L.C. I.R.S. Identification Nos. of Above Persons (entities only)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Illinois
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 668,315
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 668,315
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 668,315*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
11.	Percent of Class Represented by Amount in Row (9) 9.9%
12.	Type of Reporting Person (See Instructions) OO

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13G

CUSIP No. 68372T103

1.	Names of Reporting Persons Richard Levy I.R.S. Identification Nos. of Above Persons (entities only)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 668,315
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 668,315
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 668,315*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
11.	Percent of Class Represented by Amount in Row (9) 9.9%
12.	Type of Reporting Person (See Instructions) IN

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Item 1(a)	Name of Issuer:

	Opexa Therapeutics, Inc. (the “Issuer”)

Item 1(b)	Address of Issuer’s Principal Executive Offices:

	2635 North Crescent Ridge Drive
	The Woodlands, TX 77381

Item 2(a)	Name of Person Filing:

	Victory Park Capital Advisors, LLC
	Victory Park Master Fund, Ltd.
	Jacob Capital, L.L.C.
	Richard Levy

	Victory Park Capital Advisors, LLC is the investment manager for Victory Park Master Fund, Ltd. Jacob Capital, L.L.C. is the manager of Victory Park Capital Advisors, LLC. Richard Levy is the sole member of Jacob Capital, L.L.C and sole manager of Victory Park Capital Advisors, LLC.

Item 2(b)	Address of Principal Business Office or, if none, Residence:

	The business address for each of the reporting persons, other than Victory Park Master Fund, Ltd., is 227 West Monroe Street, Suite 3900, Chicago, Illinois 60606. The business address for Victory Park Master Fund, Ltd. is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1 9002 Cayman Islands.

Item 2(c)	Citizenship:

	Victory Park Capital Advisors, LLC is a Delaware limited liability company.
	Victory Park Master Fund, Ltd. is a Cayman Islands exempted company.
	Jacob Capital, L.L.C. is an Illinois limited liability company.
	Richard Levy is a citizen of the United States.

Item 2(d)	Title of Class of Securities:

	Common Stock, par value per share $.50 (the “Common Stock”)

Item 2(e)	CUSIP Number:

	68372T103

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	Not Applicable

Item 4.	Ownership

	As of September 19, 2007:

	(a) Amount beneficially owned:

	Victory Park Capital Advisors, LLC	668,315 shares
	Victory Park Master Fund, Ltd.	668,315 shares
	Jacob Capital, L.L.C.	668,315 shares
	Richard Levy	668,315 shares

	Each of the reporting persons may be deemed to be the beneficial owner of warrants to acquire 320,000 shares of the Issuer’s common stock. Victory Park Master Fund, Ltd. is the record holder of the warrants. The warrants contain a contractual provision blocking exercise of the warrants when the holder beneficially owns more than 9.99% of the issued and outstanding shares of the Issuer. Since the reporting persons currently beneficially own the maximum amount permitted under the blocker, the warrants are not exercisable and consequently, the shares underlying the warrants have not been included in the number of shares beneficially owned by the reporting persons

	(b) Percent of class:

	Victory Park Capital Advisors, LLC	9.9%
	Victory Park Master Fund, Ltd.	9.9%
	Jacob Capital, L.L.C.	9.9%
	Richard Levy	9.9%


	(c) Number of shares as to which the person has:

	(i) Sole power to vote or to direct the vote

	Victory Park Capital Advisors, LLC	0 shares
	Victory Park Master Fund, Ltd.	0 shares
	Jacob Capital, L.L.C.	0 shares
	Richard Levy	0 shares

(ii) Shared power to vote or to direct the vote

	Victory Park Capital Advisors, LLC	668,315 shares
	Victory Park Master Fund, Ltd.	668,315 shares
	Jacob Capital, L.L.C.	668,315 shares
	Richard Levy	668,315 shares

(iii) Sole power to dispose or direct the disposition of

	Victory Park Capital Advisors, LLC	0 shares
	Victory Park Master Fund, Ltd.	0 shares
	Jacob Capital, L.L.C.	0 shares
	Richard Levy	0 shares

	(iv) Shared power to dispose or to direct the disposition of

	Victory Park Capital Advisors, LLC	668,315 shares
	Victory Park Master Fund, Ltd.	668,315 shares
	Jacob Capital, L.L.C.	668,315 shares
	Richard Levy	668,315 shares

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Item 5.	Ownership of Five Percent or Less of a Class

	Not applicable

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group

	Not Applicable.

Item 9.	Notice of Dissolution of Group

	Not Applicable.

Item 10.	Certification

	By signing below each of Victory Park Capital Advisors, LLC, Victory Park Master Fund, Ltd., Jacob Capital, L.L.C. and Richard Levy certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of Victory Park Capital Advisors, LLC, Victory Park Master Fund, Ltd., Jacob Capital, L.L.C. and Richard Levy certify that the information set forth in this statement is true, complete and correct.

Date: October 1, 2007

VICTORY PARK CAPITAL ADVISORS, LLC

By: Jacob Capital, L.L.C., its Manager

By: /s/ Richard Levy

Name: Richard Levy

Title: Sole Member

VICTORY PARK MASTER FUND, LTD.

By: /s/ Richard Levy

Name: Richard Levy

Title: Attorney-in-Fact

JACOB CAPITAL, L.L.C.

By: /s/ Richard Levy

Name: Richard Levy

Title: Sole Member

By: /s/ Richard Levy

Richard Levy

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EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Opexa Therapeutics, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 1st day of October, 2007.

VICTORY PARK CAPITAL ADVISORS, L.L.C.

By: Jacob Capital , L.L.C., its Manager

By: /s/ Richard Levy

Name: Richard Levy

Title: Sole Member

VICTORY PARK MASTER FUND, LTD.

By: /s/ Richard Levy

Name: Richard Levy

Title: Attorney-in-Fact

JACOB CAPITAL, L.L.C.

By: /s/ Richard Levy

Name: Richard Levy

Title: Sole Member

By: /s/ Richard Levy

Richard Levy

EXHIBIT 2

POWER OF ATTORNEY

FOR CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Ronan Guilfoyle and Roger H. Hanson, each hereby make, constitute and appoint each of:

Richard Levy, and

Matthew Ray,

acting individually, as each of our agents and attorneys-in-fact, with full power of substitution, for the purpose of, from time to time, executing in either of our names and/or our capacities as directors of Victory Park Master Fund, Ltd. all documents, certificates, instruments, statements, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: September 28, 2007

/s/ Ronan Guilfoyle

Ronan Guilfoyle,

as Director of Victory Park Master Fund, Ltd.

/s/ Roger H. Hanson

Roger H. Hanson,

as Director of Victory Park Master Fund, Ltd.