As filed with the Securities and Exchange Commission on March 3, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ACER THERAPEUTICS INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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2834
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32-0426967
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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One Gateway Center
300 Washington Street, Suite 351
Newton, MA 02458
(844) 902-6100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrants Principal Executive Offices)
Chris Schelling
President and Chief Executive Officer
Acer Therapeutics Inc.
One
Gateway Center, 300 Washington Street, Suite 351
Newton MA 02458
(844) 902-6100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Mike
Hird, Esq.
Patty M. DeGaetano, Esq.
Pillsbury Winthrop Shaw Pittman LLP
12255 El Camino Real, Suite 300
San Diego, CA 9130
(619) 234-5000
Approximate
date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective, as determined by the selling stockholder.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, or Securities Act, check the following box. ☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, $0.0001 par value
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3,426,000
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$3.22
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$11,014,590.00
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$1,201.69
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Common Stock, $0.0001 par value(3)
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612,000
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Total
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4,038,000
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$3.22
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$11,014,590.00
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$1,201.69
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, the registrant is also registering hereunder an
indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.
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(2)
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Estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee, based upon the
average of the high and low prices for the registrants common stock as reported on the Nasdaq Capital Market on March 1, 2021.
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(3)
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No registration fee is payable in connection with the registration of these shares of common stock (the
Previously Registered Shares), all of which are registered under the registrants registration statement on Form S1 (File No. 333-238192) filed with the Securities and Exchange
Commission on May 12, 2020 and declared effective on June 5, 2020 (the Prior Registration Statement). The Previously Registered Shares are included in this registration statement and are being carried forward from the Prior
Registration Statement pursuant to Rule 429 under the Securities Act. See Statement Pursuant to Rule 429 below.
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The Registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
STATEMENT PURSUANT TO RULE 429
The
Registrant is filing a single prospectus in this registration statement pursuant to Rule 429 under the Securities Act. The prospectus is a combined prospectus for (i) 3,426,000 shares of common stock being newly registered
hereunder and (ii) 612,000 shares of common stock currently registered under the registrants registration statement on Form S-1 (File
No. 333-238192) filed with the Securities and Exchange Commission on May 12, 2020 and declared effective on June 5, 2020 (the Prior Registration Statement) that remain unsold by the
selling stockholder listed therein. Pursuant to Rule 429, this registration statement will, upon effectiveness, serve as a post-effective amendment to the Prior Registration Statement. If any securities previously registered under the Prior
Registration Statement are offered and sold before the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus that is a part of this registration statement.