Filed Pursuant to 424(b)(2)
Registration No. 333-228319
PROSPECTUS SUPPLEMENT
(To Prospectus dated
November 21, 2018)
$7,700,000
Common Stock
We have entered
into an amended and restated sales agreement, or sales agreement, with JonesTrading Institutional Services LLC, or JonesTrading, and Roth Capital Partners, LLC, or Roth, or together, the Agents, relating to shares of our common stock offered by this
prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $50,000,000 from time to time through or to the
Agents acting as our sales agent or principal. As of the date of this prospectus supplement, we have sold $9,993,547 of shares of our common stock pursuant to the sales agreement. This prospectus supplement covers the offer and sale of an additional
$7,700,000 of shares of our common stock that may be sold under the sales agreement as of the date of this prospectus supplement. This prospectus supplement updates and supplements the prior sales agreement prospectus dated March 18, 2020. We
will be required to file another prospectus supplement in the event we want to offer more than $7,700,000 in shares of our common stock in accordance with the sales agreement.
Our common stock is listed on the Nasdaq Capital Market under the symbol ACER. On March 1, 2021, the last reported sale price
of our common stock on the Nasdaq Capital Market was $3.25 per share.
Sales of our common stock, if any, under this prospectus supplement
and the accompanying prospectus will be made in sales deemed to be an at the market offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. The Agents are not required to
sell any specific amount of securities, but will act as our sales agents using commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Agents and us. There is no arrangement for
funds to be received in any escrow, trust or similar arrangement.
The compensation to the Agents for sales of common stock sold pursuant
to the sales agreement will be an amount equal to 3.5% of the gross proceeds of any shares of common stock sold under the sales agreement. In connection with the sale of the common stock on our behalf, the Agents will be deemed to be
underwriters within the meaning of the Securities Act and the compensation of the Agents will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agents with
respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended.
The
aggregate market value of our outstanding common equity held by non-affiliates on January 25, 2021 was $53,185,605 based on 14,310,244 shares of common stock outstanding, of which 12,115,172 were held by non-affiliates, and a closing sale price on the Nasdaq Capital Market on such date of $4.39. During the 12 calendar months prior to and including the date hereof, we have sold $9,993,547 of shares of common
stock pursuant to General Instruction I.B.6. of Form S-3.
Investing in
our common stock involves risks. See the section entitled Risk Factors beginning on page S-6 of this prospectus supplement and in the documents we incorporate by
reference into this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense.
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JonesTrading
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Roth Capital Partners
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The date of this prospectus supplement is March 3, 2021