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): August 3, 2020

ACER THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33004		32-0426967
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Gateway Center, Suite 351 300 Washington Street Newton, Massachusetts		02458
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (844) 902-6100
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))


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	ACER	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 8.01.Other Events.

Sales Pursuant to At-the-Market Offering Program

During the period of May 19, 2020 through August 3, 2020, Acer Therapeutics Inc. (the “Company”) raised aggregate gross proceeds, before deducting fees and offering costs, of approximately $5.6 million under its existing “at‑the‑market” offering program. The Company issued an aggregate of 1,314,072 shares at an average gross sale price of $4.29 per share. Aggregate net proceeds were approximately $5.3 million after fees and offering costs of $0.3 million. The sales were completed by JonesTrading Institutional Services LLC pursuant to the Amended and Restated Sales Agreement (the “Sales Agreement”) dated March 18, 2020 between the Company, on the one hand, and JonesTrading Institutional Services LLC and Roth Capital Partners, LLC as sales agents, on the other hand.

The shares sold under the Sales Agreement were issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-228319), previously declared effective by the Securities and Exchange Commission (“SEC”) on November 21, 2018. A prospectus supplement related to the Company’s at-the-market offering program was also filed with the SEC on March 18, 2020. This Current Report on Form 8-K does not constitute an offer to sell nor the solicitation of an offer to buy shares of the Company’s common stock, nor shall there be any sale of shares of the Company’s common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

As of August 3, 2020, there were 11,808,252 shares of the Company’s common stock outstanding.

Projected Cash Runway

After completion of the at-the-market sales, combined with its existing resources and the proceeds from the Company’s previously announced July 24, 2020 private placement of 244,998 shares of common stock which raised aggregate proceeds of $857,493, the Company believes that it has sufficient cash and cash equivalents on hand to fund its currently anticipated operating and capital requirements for its emetine, ACER-001 and other development programs into the first quarter of 2021, excluding support for a planned emetine clinical trial. This statement is based on management’s current expectations and involves risks and uncertainties. Actual results and performance could differ materially from that estimate. Disclosure regarding those risks and uncertainties is included in the Company’s SEC filings, including its Quarterly Report on Form 10-Q and Annual Report on Form 10-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.