Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 24, 2020



(Exact name of registrant as specified in its charter)








(State or other jurisdiction of


(Commission File Number)


(IRS Employer Identification No.)


One Gateway Center, Suite 351
300 Washington Street

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

  Name of Each Exchange on Which Registered

Common Stock, $0.0001 par value per share


The Nasdaq Stock Market LLC

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 1.01.Entry into a Material Definitive Agreement.

On July 24, 2020, Acer Therapeutics Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) for the sale and issuance of an aggregate of 244,998 shares (the “Private Placement Shares”) of the Company’s common stock, for an aggregate purchase price of $857,493, in a private placement transaction (“Private Placement”) at a price per share of $3.50, which represented a 5.7% premium to the $3.31 closing price of the common stock on that day.  The Private Placement Shares were purchased by Chris Schelling, the Company’s President and Chief Executive Officer and a member of the Company’s Board of Directors, Stephen J. Aselage, Chairman of the Company’s Board of Directors, John M. Dunn, a member of the Company’s Board of Directors, Donald R. Joseph, the Company’s Chief Legal Officer, and employee Jefferson Davis. The shares of common stock issued in the Private Placement constitute “restricted securities” under the federal securities laws and are subject to a minimum six-month holding period.  The proceeds from the Private Placement will be used by the Company for working capital and general corporate purposes.  The Private Placement is scheduled to close on July 29, 2020 and is subject to the satisfaction or waiver of customary closing conditions.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.  The representations and warranties contained in the Purchase Agreement were made only for purposes of such Purchase Agreement and as of a specific date and were solely for the benefit of the parties thereto.

Item 3.02.Unregistered Sales of Equity Securities.

See the disclosure under Item 1.01 of this report. All of the Private Placement Shares were offered and sold by the Company pursuant to an exemption from the registration requirements of the Securities Act 1933, as amended, provided by Section 4(a)(2) as a transaction with accredited investors not involving a public offering.

Item 9.01.Financial Statements and Exhibits.

(d)  Exhibits









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: July 27, 2020









/s/ Harry S. Palmin 




Harry S. Palmin




Chief Operating Officer and Chief Financial Officer