0000899243-23-020441.txt : 20231120
0000899243-23-020441.hdr.sgml : 20231120
20231120170515
ACCESSION NUMBER: 0000899243-23-020441
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231117
FILED AS OF DATE: 20231120
DATE AS OF CHANGE: 20231120
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Joseph Donald
CENTRAL INDEX KEY: 0001319460
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33004
FILM NUMBER: 231423515
MAIL ADDRESS:
STREET 1: C/O KALOBIOS PHARMACEUTICALS, INC.
STREET 2: 260 EAST GRAND AVENUE
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Acer Therapeutics Inc.
CENTRAL INDEX KEY: 0001069308
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 320426967
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE GATEWAY CENTER (300 WASHINGTON ST.)
STREET 2: SUITE 356
CITY: NEWTON
STATE: MA
ZIP: 02458
BUSINESS PHONE: (844) 902-6100
MAIL ADDRESS:
STREET 1: ONE GATEWAY CENTER (300 WASHINGTON ST.)
STREET 2: SUITE 356
CITY: NEWTON
STATE: MA
ZIP: 02458
FORMER COMPANY:
FORMER CONFORMED NAME: Opexa Therapeutics, Inc.
DATE OF NAME CHANGE: 20060616
FORMER COMPANY:
FORMER CONFORMED NAME: PharmaFrontiers Corp.
DATE OF NAME CHANGE: 20051011
FORMER COMPANY:
FORMER CONFORMED NAME: PHARMAFRONTIERS CORP
DATE OF NAME CHANGE: 20040816
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-11-17
1
0001069308
Acer Therapeutics Inc.
ACER
0001319460
Joseph Donald
C/O ACER THERAPEUTICS INC. ONE GATEWAY
CENTER SUITE 356, 300 WASHINGTON STREET
NEWTON
MA
02458
0
1
0
0
See Remarks
0
Common Stock, $0.0001 par value per share
2023-11-17
4
D
0
14285
D
0
D
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 30, 2023, by and among Acer Therapeutics Inc., a Delaware corporation ("Issuer"), Zevra Therapeutics, Inc., a Delaware corporation ("Zevra"), and Aspen Z Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Zevra ("Merger Sub"), effective November 17, 2023 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Zevra.
Pursuant to the Merger Agreement, at the Effective Time, each share of Issuer common stock, $0.0001 par value per share, issued and outstanding immediately prior to the Effective Time, was converted into the right to receive (i) 0.1210 fully paid and non-assessable shares of common stock of Zevra, par value $0.0001 per share, and (ii) one non-transferable contingent value right issued by Zevra, which entitles the holder to potentially receive their pro rata portion of contingent payments of (A) up to $76 million in cash upon the achievement of certain commercial and regulatory milestones for certain of Acer's products and (B) additional cash of an indeterminate amount, subject to achievement of milestones related to Acer's early-phase emetine program, and otherwise subject to and in accordance with the terms and conditions of the Contingent Value Rights Agreement, dated as of November 17, 2023, by and among Zevra, Computershare Inc. and Computershare Trust Company.
(Continued From Footnote 2) At the Effective Time, the closing price of one share of Zevra common stock was $4.34.
CHIEF LEGAL OFFICER AND SECRETARY
/s/ Harry S. Palmin, as Attorney-in-Fact
2023-11-20