ACER THERAPEUTICS INC.
SUPPLEMENT TO PROXY STATEMENT FOR
THE SPECIAL MEETING OF STOCKHOLDERS
To be held on November 8, 2023
October 30, 2023
Explanatory Note
As previously disclosed, on August 30, 2023, Acer Therapeutics Inc. (Acer or the Company),
Zevra Therapeutics, Inc., a Delaware corporation (Zevra), and Aspen Z Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Zevra (Merger Sub), entered into the Agreement and Plan
of Merger (as it may be amended from time to time, the Merger Agreement), pursuant to which Merger Sub will, at the closing (the Closing and the date on which the Closing occurs, the Closing
Date), merge with and into Acer (the Merger), and Acer will become a wholly-owned subsidiary of Zevra upon the filing of the certificate of merger with the Delaware Secretary of State (the Effective
Time).
On October 10, 2023, Acer filed a definitive proxy statement (the Proxy Statement) for a Special
Meeting of Stockholders (the Special Meeting) to be held at 11:00 a.m., Eastern Time on November 8, 2023. Stockholders will be able to attend the special meeting by visiting https://www.cstproxy.com/acertx/sm2023. This
supplement (this Supplement) to the Proxy Statement supplements the Proxy Statement as filed and should be read in conjunction with the Proxy Statement. Also on October 10, 2023, Zevra announced that Neil F. McFarlane has
been named President and Chief Executive Officer of Zevra and appointed to its Board of Directors, effective October 10, 2023.
Following announcement of the Merger, as of the date of this Supplement, three purported stockholders of Acer have filed complaints entitled
Jerry Beavee v. Acer Therapeutics, Inc., et al., No. 1:23-cv-08995 (S.D.N.Y. filed Oct. 12, 2023), Kevin Turner v. Acer Therapeutics, Inc., et al., No. 1:23-cv-01185 (D. Del. filed Oct. 20, 2023) and Matthew
Jones v. Acer Therapeutics, Inc., et al., No. 1:23-cv-01186 (D. Del. filed Oct. 20, 2023) (the Complaints) alleging that the Proxy Statement omitted material information with respect to the Merger and demanding that the Merger
be enjoined unless certain supplemental disclosures are made. Certain other purported stockholders have sent demand letters to the Company making allegations and demands similar to those in the Complaints. It is possible that other complaints will
be filed or demand letters received. The Company believes that the alleged omissions are immaterial and that no supplemental disclosure is required by applicable rule, statute, regulation or law.
However, solely in order to avoid the risk that these lawsuits and demand letters may delay or otherwise adversely affect the consummation of
the Merger, or further harm the Companys financial condition, the Company has determined to voluntarily make the supplemental disclosures to the Proxy Statement set forth below. Nothing in this Supplement shall be deemed an admission of the
legal necessity or materiality under applicable laws of the supplemental disclosures. The Companys board of directors continues to recommend unanimously that you vote FOR the proposals being considered at the Special Meeting.
The information contained herein and in the supplemental disclosures should be read in conjunction with the Proxy Statement, which should be
read in its entirety, along with periodic reports and other information Acer has filed with the Securities and Exchange Commission (the SEC). To the extent that the information set forth herein differs from or updates information
contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. All page references below are to pages in the Proxy Statement, and terms used below, unless otherwise defined
herein, have the meanings given to such terms in the Proxy Statement. Paragraph references used herein refer to the Proxy Statement before any additions or deletions resulting from the supplemental disclosures. The information contained herein
speaks only as the date of this Supplement, unless the information indicates another date applies.
This Supplement supplements and
updates the disclosures in the Proxy Statement as follows:
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Under The Merger Relevant Historical Background for Acer Strategic Review, Outreach and
Engagement on page 83, the first paragraph thereof is supplemented to add the following two sentences at the end of that paragraph to read as follows: |