8.	STOCKHOLDERS’ EQUITY

Immediately prior to the consummation of the Merger described in Note 1, (i) Private Acer’s Series A Convertible Redeemable Preferred stock and Series B Convertible Redeemable Preferred stock were converted into 638,416 and 970,238 shares of common stock, respectively, (ii) Private Acer’s 2017 Notes and accrued interest totaling $5,674,452 were converted into 599,201 shares of common stock, and (iii) 1,055,961 shares of common stock were sold by Private Acer for $9.47 per share generating $10,000,000 of gross proceeds. At the closing of the Merger, 736,950 shares of common stock were held by existing shareholders of the Registrant.

On December 14, 2017, the Company closed on an underwritten public offering of its common stock of 916,667 shares at a price of $12.00 per share. The gross proceeds were $11.0 million, before deducting the underwriting discount and other estimated offering expenses. Subsequently, on December 27, 2017, the Company sold an additional 130,000 shares in connection with the over-allotment option granted to the underwriters, for an additional $1.6 million of gross proceeds, before deducting the underwriting discount. The total amount of underwriting discount and other offering costs deducted from gross proceeds was $1.1 million.

2010 Stock Incentive Plan

The Company’s 2010 Stock Incentive Plan, as amended and restated (the “2010 Plan”), provides for the grant of up to 470,170 shares of common stock as incentive or non-qualified stock options, stock appreciation rights, restricted stock units and/or restricted common stock to employees, officers, directors, consultants and advisers. The 2010 Plan was amended to increase the shares reserved for issuance from 113,465 to 470,170 shares and such amendment was approved by the Registrant’s shareholders on September 19, 2017. The Board of Directors or the Compensation Committee, as applicable, administers the 2010 Plan and has discretion to determine the recipients, the number and types of equity awards to be granted and the terms and conditions of the equity awards, including the period of their exercisability and vesting. Subject to a limitation on repricing without shareholder approval, the Board or the Compensation Committee, as applicable, may also determine the exercise price of options granted under the 2010 Plan. Option awards are generally granted with an exercise price equal to the fair value of the common stock at the date of grant and have contractual terms of 10 years. Stock options granted to executive officers and employees vest over a four-year period, with 25% vesting on the one-year anniversary of the grant date and the remaining 75% vesting quarterly over the remaining three years, assuming continued service, and with vesting acceleration in full immediately prior to a change in control. Stock options granted to outside non-employee directors vest either (a) in full on the one-year anniversary of the grant date, assuming continued service, for awards to continuing directors, with vesting acceleration in full immediately prior to a change in control, or (b) quarterly over a three-year period, assuming continued service, for awards to new directors, with vesting acceleration in full immediately prior to a change in control. All outstanding and unexercised equity awards (representing 22,061 underlying shares) under the 2010 Plan were canceled in connection with the Merger. At December 31, 2017, 159,572 shares of common stock remained available for the grant of future awards under the 2010 Plan.

2013 Stock Incentive Plan

Private Acer’s 2013 Stock Incentive Plan, as amended (the “2013 Plan”), which was assumed by the Company in connection with the Merger, provides for the issuance of up to 165,000 shares of common stock as incentive or non-qualified stock options and/or restricted common stock to employees, officers, directors, consultants and advisers. Option awards are generally granted with an exercise price equal to the fair value of the common stock at the date of grant and have contractual terms of 10 years. At December 31, 2017, all shares available under the 2013 Plan were subject to outstanding equity awards, and the Company does not intend to make any new awards under the 2013 Plan.

A summary of option activity under the 2010 Plan and the 2013 Plan for the year ended December 31, 2017, is as follows:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Options outstanding at December 31, 2016		122,000		$	2.55		8.8
Granted		347,225		$	14.10
Exercised		—		$	—
Cancelled/forfeited		(5,625	)	$	2.55
Options outstanding at December 31, 2017		463,600		$	11.23		9.5	$	1,752,470
Options exercisable at December 31, 2017		139,634		$	3.49		8.9	$	1,448,223

At December 31, 2017, there was approximately $2.5 million of unrecognized compensation expense related to the share-based compensation arrangements granted under both plans and the average remaining vesting period is 3.3 years. The weighted average grant date fair value of options granted during the year ended December 31, 2017 and 2016, was $8.25 and $1.32, respectively. The amount of stock-based compensation expense recorded to general and administrative, and research and development was approximately $111,000 and $307,000, respectively, for the year ended December 31, 2017.

Warrants

A summary of warrant activity for the year ended December 31, 2017, is presented below:

Number of

Weighted

Average

Exercise

Price

Weighted

Average

Remaining

Contract

Term (# years)

Intrinsic

Value

Assumed in the Merger at September 19, 2017

317,630

123.61

0.54

—

Outstanding and exercisable at December 31, 2017

317,630

123.61

0.29

—