Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 11, 2017

OPEXA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Texas		001-33004		76-0333165
(State or other jurisdiction ofincorporation)		(Commission File Number)		(IRS Employer Identification No.)

2635 Technology Forest Blvd., The Woodlands, Texas		77381
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 272-9331
N/A
(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.

As previously announced, on June 30, 2017, Opexa Therapeutics, Inc., a Texas corporation (“ Opexa ”), Opexa Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Opexa (“ Merger Sub ”), and Acer Therapeutics Inc., a Delaware corporation (“ Acer ”), entered into an Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Acer, with Acer becoming a wholly-owned subsidiary of Opexa and the surviving corporation of the merger (the “ Merger ”).

Also as previously announced, on September 19, 2017 at 9:00 a.m. Pacific Time, Opexa will hold a special meeting of its shareholders to vote upon the Merger and related proposals as set forth in Opexa’s proxy statement/prospectus/information statement for the special meeting, dated August 11, 2017, a copy of which has been provided to Opexa’s shareholders of record as of August 9, 2017.

On September 11, 2017, Opexa issued a press release announcing that Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC (Glass Lewis) have both recommended that Opexa shareholders vote “FOR” the Merger and the related proposals in the Company’s proxy statement/prospectus/information statement referred to above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Reference is made to the Exhibit Index included with this Current Report on Form 8-K.

SIGNATURES

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: September 11, 2017	OPEXA THERAPEUTICS, INC.

	By:	/s/ Neil K. Warma
		Neil K. Warma
		President, Chief Executive Officer and Acting Chief Financial Officer