Page 8 of 12 – SEC Filing
Item 1. Security and Issuer
This Schedule 13D (this Statement) is filed with
respect to the common stock, par value $0.01 per share (Common Stock), of Acer
Therapeutics Inc., a Texas corporation (the Issuer). The address of the
principal executive offices of the Issuer is 222 Third Street, Suite 2240,
Cambridge, MA 02142.
On
September 19, 2017, the Issuer, formerly known as Opexa Therapeutics, Inc.,
completed its business combination with what was then known as Acer
Therapeutics Inc. (Private Acer) in accordance with the terms of an Agreement
and Plan of Merger and Reorganization, dated as of June 30, 2017, by and among
the Issuer, Opexa Merger Sub, Inc. (Merger Sub) and Private Acer (the Merger
Agreement), pursuant to which Merger Sub merged with and into Private Acer,
with Private Acer surviving as a wholly owned subsidiary of the Issuer (the
Merger). Also on September 19, 2017, in connection with, and prior to the
completion of, the Merger, the Issuer effected a 1-for-10.355527 reverse stock
split of its then outstanding common stock (the Reverse Split).
Item 2. Identity and Background
(a) This
Statement is being filed on behalf of entities Avego Healthcare Capital LLC
(Avego) and Avegos controlling Member, Mayura Trust B (Mayura Trust) and
the trustee of Mayura Trust, Mayura One LLC (Mayura One and with each of Avego
and Mayura Trust, a Reporting Entity), and individuals Bala Venkataraman
(BV), Yelena Epova (YE), and Christopher R. Manning (CM) (each a
Reporting Individual, and each Reporting Entity or Reporting Individual, a
Reporting Person). The agreement among the Reporting Persons to file jointly
in accordance with the provisions of Rule 13-d1(k)(l) under the Securities
Exchange Act of 1934, as amended, is attached hereto as Exhibit 1. Each
Reporting Person disclaims beneficial ownership of all securities reported in
this Statement except to the extent of such Reporting Persons pecuniary
interest therein, other than those securities reported herein as being held
directly by such Reporting Person.
(b) The
address of the principal offices of Avego, Mayura Trust, Mayura One and the
business address of Bala Venkataraman is 1055B Powers Place, Alpharetta, GA
30009. The business address of Yelena Epova is Five Concourse Parkway, Suite
1000, Atlanta, GA 30328. The business address of Christopher R. Manning is 330
N. Wabash Avenue, Suite 2100, Chicago, IL 60611.
(c)
Avego is principally involved in the business of finding and investing in
business opportunities. Bala Venkataraman is the sole Manager of Avego and was
appointed as such by the controlling Member of Avego, the Mayura Trust. The
principal business of the Mayura Trust is to hold investment interests for the
beneficiaries of the Mayura Trust. Mayura One serves as the sole trustee of the
Mayura Trust. The Members of Mayura One are Bala Venkataraman, Yelena Epova, and
Christopher R. Manning. Mr. Venkataraman is a private investor and a beneficiary
of the Mayura Trust. Ms. Epova is a partner in the accounting firm of Aprio
located at Five Concourse Parkway, Suite 1000, Atlanta, GA 30328, and Mr.
Manning is partner in the law firm of Burke, Warren, MacKay &Serritella,
P.C. located at 330 N. Wabash Avenue, Suite 2100, Chicago, IL 60611.
(d) During
the past five years, none of the Reporting Persons have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None
of the Reporting Persons are, nor during the last five years have been, a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Avego
is a limited liability company organized under the laws of the State of
Delaware. Mayura Trust B is a Nevada Trust and Mayura One is a Nevada limited
liability company. Each of the Reporting Individuals is a citizen of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration
On
September 19, 2017, Avego purchased 527,983 shares of Private Acer at a price of
$9.47 per share. Thereafter, but again on September 19, 2017, in accordance with
terms of the Merger, the Issuer issued shares of its Common Stock to Private
Acers stockholders, including Avego, at an exchange rate of one share of Common
Stock (after giving effect to the Reverse Split and the conversion of Private
Acers Series A and Series B preferred stock and convertible debt), in exchange
for each share of Private Acers common stock outstanding immediately prior to
the Merger, resulting in Avego receiving 527,983 shares of the Issuers Common
Stock.
The
source of funds for the purchase by Avego of the Shares reported here was cash
on hand and general working capital.
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