0000899243-23-020443.txt : 20231120 0000899243-23-020443.hdr.sgml : 20231120 20231120170732 ACCESSION NUMBER: 0000899243-23-020443 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: DUNN JOHN MICHAEL CENTRAL INDEX KEY: 0001238648 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33004 FILM NUMBER: 231423538 MAIL ADDRESS: STREET 1: C/O VITAL THERAPIES, INC. STREET 2: 15010 AVENUE OF SCIENCE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92128 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 0001238648 DUNN JOHN MICHAEL C/O ACER THERAPEUTICS INC. ONE GATEWAY CENTER SUITE 356, 300 WASHINGTON STREET NEWTON MA 02458 1 0 0 0 0 Common Stock, $0.0001 par value per share 2023-11-17 4 D 0 27380 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. /s/ Harry S. Palmin, as Attorney-in-Fact 2023-11-20