8-K 1 d505635d8k.htm 8-K 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 27, 2017




(Exact name of registrant as specified in its charter)




Texas   001-33004   76-0333165

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


One Gateway Center, Ste 351 (300 Washington St.)

Newton, Massachusetts

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (844) 902-6100


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01. Other Events.

On December 27, 2017, Acer Therapeutics Inc. (the “Company”) closed a partial exercise of the over-allotment option granted to the underwriters by the purchase of an additional 130,000 shares of its common stock, at a price to the public of $12.00 per share, in connection with the Company’s recently announced underwritten public offering. This exercise increased the total shares of common stock issued in the offering to 1,046,667, and increased total gross proceeds from the offering to $12,560,000, before deducting underwriting discounts and commissions and other offering expenses payable by the Company. William Blair & Company, L.L.C. acted as sole book-running manager of the offering. H.C. Wainwright & Co. acted as lead manager of the offering.

The offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-208314) previously filed with the Securities and Exchange Commission. The offering was made only by means of a prospectus supplement and an accompanying prospectus.

A copy of the press release issued by the Company on December 27, 2017 relating to the partial exercise of the over-allotment option is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.



99.1    Press release issued by Acer Therapeutics Inc. dated December 27, 2017.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: December 27, 2017     ACER THERAPEUTICS INC.
    By:   /s/ Harry Palmin
      Harry Palmin
      Chief Financial Officer