Subsequent Events	9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	12. SUBSEQUENT EVENTS Acquisition of the Company by Zevra On August 30, 2023, the Company entered into the Merger Agreement with Zevra and Merger Sub, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub would merge with and into the Company, with the Company surviving the Merger as an indirect wholly-owned subsidiary of Zevra. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, at the Effective Time, each issued and outstanding share of common stock of Acer Common Stock (other than (i) shares held in the Company’s treasury or shares owned directly or indirectly by Zevra, Merger Sub or any wholly-owned subsidiary of Acer and (ii) any shares held by any holder who properly demands appraisal of such shares under Delaware law) would convert automatically into and represented the right to receive (a) 0.1210 of a share of Zevra Common Stock and (b) a CVR issued by Zevra, which represented the right to receive one or more contingent payments, if any, upon the achievement of certain milestones, subject to and in accordance with the terms of the CVR Agreement that was entered into prior to the Effective Time and pursuant to (and as contemplated by) the Merger Agreement. All outstanding and unexercised stock options were cancelled as of the closing date of the Merger, without any cash or other consideration. On November 1, 2023, the Company entered into a Warrant Termination Agreement with SWK Funding LLC, Zevra and the Company which provided for the termination of the SWK Warrants in exchange for payments to be made to SWK from amounts otherwise available for payout to the Company’s stockholders pursuant to the CVR Agreement. The stockholders approved and adopted the Merger Agreement at the Special Meeting held on November 8, 2023, at 11:00 a.m. Eastern Time. On November 17, 2023, the Merger was completed. Amendment to Zevra Bridge Loan On October 31, 2023, the Company entered into an amendment to the Bridge Loan Agreement which increased the commitment from $16,500,000 to $18,000,000. Delisting from Nasdaq On October 31, 2023, the Company, received a letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that The Nasdaq Stock Market LLC would suspend trading in the Company’s common stock effective at the opening of trading on November 9, 2023, due to the Company’s noncompliance with Nasdaq’s minimum market value of listed shares requirement. On November 9, 2023, the Company’s common stock was suspended from trading on the Nasdaq Capital Market and began trading on OTC Pink Market under the symbol “ACER”. On November 20, 2023, Nasdaq filed with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company will file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended. Departure of Directors or Certain Officers In connection with the consummation of the Merger, at the Effective Time, pursuant to the terms of the Merger Agreement, Stephen J. Aselage, Jason Amello, John M. Dunn, Michelle Griffin and Chris Schelling each resigned and ceased serving as directors of Acer. On November 17, 2023, R. LaDuane Clifton and Joshua Schafer became the directors of the surviving corporation. On November 17, 2023, each of Chris Schelling, Acer’s President and Chief Executive Officer, and Harry S. Palmin, Acer’s Chief Financial Officer, ceased to be an executive officer of Acer. Cancelation of March 2023 Offering Warrants On November 20, 2023, Zevra Therapeutics, Inc., the Parent Company, entered into an agreement with the holders of the Company’s March 2023 Offering Warrants (the “Investor”), pursuant to which Zevra agreed to issue 917,934 shares of the Zevra’s common stock in exchange for the cancellation of a the March 2023 Offering Warrant held by the Investor to purchase 2,920,306 shares of common stock of Acer. Severance to Certain Officers and Employees Each of Acer’s current executive officers and certain key employees has entered into an employment agreement with Acer pursuant to which the executive officer and certain key employees is entitled to severance benefits upon a qualifying termination of employment. In the event an executive officer’s or key employees employment is terminated without Cause (as defined in each executive officer’s employment agreement) or due to a Constructive Termination (as defined in each executive officer’s or key employee’s employment agreement), in each instance during the period commencing one month prior to the Merger and terminating 12 months after the Merger, the executive officer or key employee will be entitled to (i) a payment, less applicable taxes and withholdings, equal to his or her then-current base salary for a period of 6 or 12 months depending on job level plus (ii) either 0.5x or 1x times, depending on job level, of his or her annual discretionary target bonus calculated for such period. The executive officer or key employee would receive any such payment in the form of a lump sum 60 days following such termination of employment. In addition, if the executive officer or key employee elects to continue his or her health insurance coverage under COBRA, then Acer will reimburse the executive officer or key employee for the same portion of the executive officer’s or key employee’s monthly premium over such 6 or 12-month period. In connection with the closing of the merger, these severance benefits were triggered, resulting in approximately up to $3.5 million in severance obligations. Stockholder Litigation Related to the Merger On October 12, 2023, Brodsky & Smith, purporting to act as counsel for Jerry Beavee, who is asserted to be a stockholder of the Company, filed a complaint entitled Jerry Beavee v. Acer Therapeutics Inc., et al., No. 1:23-cv-08995 in the United States District Court for the Southern District of New York alleging that defendants violated Section 14(a) and 20(a) of the Securities Exchange Act of 1934 by filing the Preliminary Merger Registration Statement which allegedly omitted certain information that such counsel asserts is material to the Company’s required disclosure. The complaint prays that, if asserted omissions are not adequately corrected, then Beavee will seek to enjoin the Company from holding a stockholder meeting to approve the proposed acquisition transaction and, if the transaction closes, will seek to rescind it and seek an award of damages. On October 17, 2023, the court set an initial pretrial conference for December 13, 2023. On October 20, 2023, Long Law, LLC and Acocelli Law, PLLC, purporting to act as counsel for Kevin Turner, who is asserted to be a stockholder of the Company, filed a complaint entitled Kevin Turner v. Acer Therapeutics Inc., et al., No. 1:23-cv-01185 in the United States District Court for the District of Delaware alleging that defendants violated Section 14(a) and 20(a) of the Securities Exchange Act of 1934 as well as SEC Rule 14a-9 by filing the Definitive Proxy Statement which allegedly omitted certain information that such counsel asserts is material to the Company’s required disclosure. The complaint prays that, if asserted omissions are not adequately corrected, then Turner will seek to enjoin the Company from holding a stockholder meeting to approve the proposed acquisition transaction and, if the transaction closes, will seek to rescind it and seek an award of damages. On October 20, 2023, Long Law, LLC, purporting to act as counsel for Matthew Jones, who is asserted to be a stockholder of the Company, filed a complaint entitled Matthew Jones v. Acer Therapeutics Inc., et al., No. 1:23-cv-01186 in the United States District Court for the District of Delaware alleging that defendants violated Section 14(a) and 20(a) of the Securities Exchange Act of 1934 as well as SEC Rule 14a-9 by filing the Definitive Proxy Statement which allegedly omitted certain information that such counsel asserts is material to the Company’s required disclosure. The complaint prays that, if asserted omissions are not adequately corrected, then Jones will seek to enjoin the Company from holding a stockholder meeting to approve the proposed acquisition transaction and, if the transaction closes, will seek to rescind it and seek an award of damages.

Subsequent Events

9 Months Ended

Sep. 30, 2023

12.

SUBSEQUENT EVENTS

Acquisition of the Company by Zevra

On August 30, 2023, the Company entered into the Merger Agreement with Zevra and Merger Sub, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub would merge with and into the Company, with the Company surviving the Merger as an indirect wholly-owned subsidiary of Zevra. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, at the Effective Time, each issued and outstanding share of common stock of

Acer Common Stock (other than (i) shares held in the Company’s treasury or shares owned directly or indirectly by Zevra, Merger Sub or any wholly-owned subsidiary of Acer and (ii) any shares held by any holder who properly demands appraisal of such shares under Delaware law) would convert automatically into and represented the right to receive (a) 0.1210 of a share of Zevra Common Stock and (b) a CVR issued by Zevra, which represented the right to receive one or more contingent payments, if any, upon the achievement of certain milestones, subject to and in accordance with the terms of the CVR Agreement that was entered into prior to the Effective Time and pursuant to (and as contemplated by) the Merger Agreement. All outstanding and unexercised stock options were cancelled as of the closing date of the Merger, without any cash or other consideration. On November 1, 2023, the Company entered into a Warrant Termination Agreement with SWK Funding LLC, Zevra and the Company which provided for the termination of the SWK Warrants in exchange for payments to be made to SWK from amounts otherwise available for payout to the Company’s stockholders pursuant to the CVR Agreement. The stockholders approved and adopted the Merger Agreement at the Special Meeting held on November 8, 2023, at 11:00 a.m. Eastern Time. On November 17, 2023, the Merger was completed.

Amendment to Zevra Bridge Loan

On October 31, 2023, the Company entered into an amendment to the Bridge Loan Agreement which increased the commitment from $16,500,000 to $18,000,000.

Delisting from Nasdaq

On October 31, 2023, the Company, received a letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that The Nasdaq Stock Market LLC would suspend trading in the Company’s common stock effective at the opening of trading on November 9, 2023, due to the Company’s noncompliance with Nasdaq’s minimum market value of listed shares requirement. On November 9, 2023, the Company’s common stock was suspended from trading on the Nasdaq Capital Market and began trading on OTC Pink Market under the symbol “ACER”. On November 20, 2023, Nasdaq filed with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company will file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Departure of Directors or Certain Officers

In connection with the consummation of the Merger, at the Effective Time, pursuant to the terms of the Merger Agreement, Stephen J. Aselage, Jason Amello, John M. Dunn, Michelle Griffin and Chris Schelling each resigned and ceased serving as directors of Acer. On November 17, 2023, R. LaDuane Clifton and Joshua Schafer became the directors of the surviving corporation. On November 17, 2023, each of Chris Schelling, Acer’s President and Chief Executive Officer, and Harry S. Palmin, Acer’s Chief Financial Officer, ceased to be an executive officer of Acer.

Cancelation of March 2023 Offering Warrants

On November 20, 2023, Zevra Therapeutics, Inc., the Parent Company, entered into an agreement with the holders of the Company’s March 2023 Offering Warrants (the “Investor”), pursuant to which Zevra agreed to issue 917,934 shares of the Zevra’s common stock in exchange for the cancellation of a the March 2023 Offering Warrant held by the Investor to purchase 2,920,306 shares of common stock of Acer.

Severance to Certain Officers and Employees

Each of Acer’s current executive officers and certain key employees has entered into an employment agreement with Acer pursuant to which the executive officer and certain key employees is entitled to severance benefits upon a qualifying termination of employment. In the event an executive officer’s or key employees employment is terminated without Cause (as defined in each executive officer’s employment agreement) or due to a Constructive Termination (as defined in each executive officer’s or key employee’s employment agreement), in each instance during the period commencing one month prior to the Merger and terminating 12 months after the Merger, the executive officer or key employee will be entitled to (i) a payment, less applicable taxes and withholdings, equal to his or her then-current base salary for a period of 6 or 12 months depending on job level plus (ii) either 0.5x or 1x times, depending on job level, of his or her annual discretionary target bonus calculated for such period. The executive officer or key employee would receive any such payment in the form of a lump sum 60 days following such termination of employment. In addition, if the executive officer or key employee elects to continue his or her health insurance coverage under COBRA, then Acer will reimburse the executive officer or key employee for the same portion of the executive officer’s or key employee’s monthly premium over such 6 or 12-month period. In connection with the closing of the merger, these severance benefits were triggered, resulting in approximately up to $3.5 million in severance obligations.

Stockholder Litigation Related to the Merger

On October 12, 2023, Brodsky & Smith, purporting to act as counsel for Jerry Beavee, who is asserted to be a stockholder of the Company, filed a complaint entitled Jerry Beavee v. Acer Therapeutics Inc., et al., No. 1:23-cv-08995 in the United States District Court for the Southern District of New York alleging that defendants violated Section 14(a) and 20(a) of the Securities Exchange Act of 1934 by filing the Preliminary Merger Registration Statement which allegedly omitted certain information that such counsel asserts is material to the Company’s required disclosure. The complaint prays that, if asserted omissions are not adequately corrected, then Beavee will seek to enjoin the Company from holding a stockholder meeting to approve the proposed acquisition transaction and, if the transaction closes, will seek to rescind it and seek an award of damages. On October 17, 2023, the court set an initial pretrial conference for December 13, 2023.

On October 20, 2023, Long Law, LLC and Acocelli Law, PLLC, purporting to act as counsel for Kevin Turner, who is asserted to be a stockholder of the Company, filed a complaint entitled Kevin Turner v. Acer Therapeutics Inc., et al., No. 1:23-cv-01185 in the United States District Court for the District of Delaware alleging that defendants violated Section 14(a) and 20(a) of the Securities Exchange Act of 1934 as well as SEC Rule 14a-9 by filing the Definitive Proxy Statement which allegedly omitted certain information that such counsel asserts is material to the Company’s required disclosure. The complaint prays that, if asserted omissions are not adequately corrected, then Turner will seek to enjoin the Company from holding a stockholder meeting to approve the proposed acquisition transaction and, if the transaction closes, will seek to rescind it and seek an award of damages.

On October 20, 2023, Long Law, LLC, purporting to act as counsel for Matthew Jones, who is asserted to be a stockholder of the Company, filed a complaint entitled Matthew Jones v. Acer Therapeutics Inc., et al., No. 1:23-cv-01186 in the United States District Court for the District of Delaware alleging that defendants violated Section 14(a) and 20(a) of the Securities Exchange Act of 1934 as well as SEC Rule 14a-9 by filing the Definitive Proxy Statement which allegedly omitted certain information that such counsel asserts is material to the Company’s required disclosure. The complaint prays that, if asserted omissions are not adequately corrected, then Jones will seek to enjoin the Company from holding a stockholder meeting to approve the proposed acquisition transaction and, if the transaction closes, will seek to rescind it and seek an award of damages.