0001140361-12-034241.txt : 20120727 0001140361-12-034241.hdr.sgml : 20120727 20120727172832 ACCESSION NUMBER: 0001140361-12-034241 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120725 FILED AS OF DATE: 20120727 DATE AS OF CHANGE: 20120727 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JORDEN DAVID EMERSON CENTRAL INDEX KEY: 0001313516 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33004 FILM NUMBER: 12991501 MAIL ADDRESS: STREET 1: 2635 TECHNOLOGY FOREST BLVD. CITY: THE WOODLANDS STATE: TX ZIP: 77381 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Opexa Therapeutics, Inc. CENTRAL INDEX KEY: 0001069308 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 760333165 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2635 TECHNOLOGY FOREST BLVD. CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 272-9331 MAIL ADDRESS: STREET 1: 2635 TECHNOLOGY FOREST BLVD. CITY: THE WOODLANDS STATE: TX ZIP: 77381 FORMER COMPANY: FORMER CONFORMED NAME: PharmaFrontiers Corp. DATE OF NAME CHANGE: 20051011 FORMER COMPANY: FORMER CONFORMED NAME: PHARMAFRONTIERS CORP DATE OF NAME CHANGE: 20040816 FORMER COMPANY: FORMER CONFORMED NAME: SPORTAN UNITED INDUSTRIES INC DATE OF NAME CHANGE: 19990305 4 1 doc1.xml FORM 4 X0306 4 2012-07-25 0 0001069308 Opexa Therapeutics, Inc. OPXA 0001313516 JORDEN DAVID EMERSON C/O OPEXA THERAPEUTICS, INC. 2635 TECHNOLOGY FOREST BLVD. THE WOODLANDS TX 77381 1 0 0 0 Convertible Promissory Note 100.00 2012-07-25 4 A 0 115000 A 2012-07-25 2014-07-25 Convertible Preferred Stock 1150 1150 D Common Stock Warrant (Right to Buy) 1.25 2012-07-25 4 A 0 107813 A 2013-01-25 2017-07-25 Common Stock 107813 107813 D The Note is convertible into shares Series A Convertible Preferred Stock at the option of the holder at a price of $100.00 per share, subject to certain limitations and adjustments. The Issuer can convert the Note into Series A Convertible Preferred Stock upon the occurrence of certain events. The Series A Convertible Preferred Stock is convertible into shares of Common Stock at the option of the holder at a price of $0.80 per share, subject to certain limitations and adjustments. The Issuer can convert the Series A Convertible Preferred Stock into Common Stock upon the occurrence of certain events. The 1,150 shares of Series A Convertible Preferred Stock reported herein are convertible into 143,750 shares of Common Stock. The Note in the principal amount of $115,000 was issued with a Warrant exercisable for 75% of the number of shares of Common Stock into which the Note is ultimately convertible. Exhibit List: Exhibit 24.0: Power of Attorney. /s/ John Ginzler, by Power of Attorney 2012-07-27 EX-24 2 poa1.htm POWER OF ATTORNEY Unassociated Document
POWER OF ATTORNEY

For Executing Section 16 Forms, Form 144 and Schedule 13D or 13G

Know all by these presents, that the undersigned hereby constitutes and appoints Neil K. Warma and John Ginzler, or either of them signing individually, the undersigned's true and lawful attorney-in-fact to:

 
(1)
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”)  a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities and Exchange Act of 1934 or any rule or regulation of the SEC; and

 
(2)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Opexa Therapeutics, Inc. (the “Company”) (a) Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, (b) Form 144, and (c) Schedule 13D or Schedule 13G; and

 
(3)
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4 and 5, Form 144, and Schedule 13D or Schedule 13G (including amendments thereto) and timely file such Forms or schedules with the SEC and any stock exchange, self-regulatory association or any other authority; and

 
(4)
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

The undersigned agrees that such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Form 4 or Form 144 (including amendments thereto) and agrees to reimburse the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
 
Signature: /s/ David Jorden
   
Printed Name:  David Jorden
   
Date: 
July 11, 2011