Filing Details
- Accession Number:
- 0001654954-17-008970
- Form Type:
- 13D Filing
- Publication Date:
- 2017-09-29 16:49:43
- Filed By:
- Schelling Chris
- Company:
- Acer Therapeutics Inc. (NASDAQ:ACER)
- Filing Date:
- 2017-09-29
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Chris Schelling | 1,750,000 | 0 | 1,750,000 | 0 | 1,750,000 | 27.1% |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
| Acer
Therapeutics Inc. |
| (Name of
Issuer) |
| Common Stock, $0.01
par value |
| (Title of Class of Securities) |
| 00444P108 |
| (CUSIP
Number) |
| Chris
Schelling Acer
Therapeutics Inc. 222
Third Street Suite
#2240 Cambridge,
MA 02142 (844)
902-6100 With a
copy to: David
R. Pierson, Esq. Daniel
S. Clevenger, Esq. Foley
Hoag LLP 155
Seaport Blvd. Boston,
MA 02210 617-832-1000 |
| (Name, address and telephone number of
person authorized to receive notices and
communications) |
| September 19,
2017 |
| (Date of event which requires filing of this
statement) |
If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 13d-1(g), check the following box .o
NOTE: Schedules
filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be
sent.
————————————————
*The remainder of
this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover
page.
The information
required on the remainder of this cover page shall not be deemed to
be “filed” for purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the
Notes)
| CUSIP No.
00444P108 | SCHEDULE
13D | Page 2 of 6
Pages |
| 1 | NAME OF REPORTING
PERSONS Chris
Schelling | |||
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |||
| 3 | SEC USE
ONLY | |||
| 4 | SOURCE OF
FUNDS OO | |||
| 5 | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United States | |||
| NUMBER
OF | 7 | SOLE VOTING
POWER | 1,750,000 | |
| SHARES BENEFICIALLY | 8 | SHARED VOTING
POWER | 0 | |
| OWNED
BY EACH | 9 | SOLE DISPOSITIVE
POWER |
1,750,000 | |
| REPORTING PERSON
WITH | 10 | SHARED DISPOSITIVE
POWER | 0 | |
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,750,000 | |||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | |||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 27.1% | |||
| 14 | TYPE OF REPORTING
PERSON IN | |||
2
| CUSIP
No. 00444P108 | SCHEDULE
13D | Page 3 of 6
Pages |
Item
1. Security and Issuer
This
Schedule 13D relates to the common stock, par value $0.01 per share
(the “Common
Stock”), of Acer Therapeutics Inc., a Texas
corporation (the “Issuer”). The Issuer’s
principal executive office is located at 222 Third Street, Suite
#2240, Cambridge, Massachusetts 02142.
Item
2. Identity and Background
(a) The
name of the reporting person is Chris Schelling (the
“Reporting
Person”).
(b) The
business address of the Reporting Person is 222 Third Street, Suite
#2240, Cambridge, Massachusetts 02142.
(c) The
principal occupation of the Reporting Person is President and Chief
Executive Officer of the Issuer at the Issuer’s principal
executive office located at 222 Third Street, Suite #2240,
Cambridge, Massachusetts 02142. The Reporting Person also serves as
a director of the Issuer.
(d) During
the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years, the Reporting Person was not a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result was not or is not 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) The
Reporting Person is a citizen of the United States.
Item
3. Source and Amount of Funds or Other Consideration
The
Reporting Person acquired beneficial ownership of 1,750,000 shares
of Common Stock on September 19, 2017 in connection with the
business combination of the Issuer, formerly known as Opexa
Therapeutics, Inc., with what was then known as “Acer
Therapeutics Inc.” (“Private Acer”). On September 19,
2017, pursuant to the 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”), 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 reverse stock split of its then
outstanding Common Stock and, immediately following the Merger, the
Issuer changed its name from “Opexa Therapeutics, Inc.”
to “Acer Therapeutics Inc.”
3
| CUSIP
No. 00444P108 | SCHEDULE
13D | Page 4 of 6
Pages |
Under
the terms of the Merger Agreement, the Issuer issued shares of its
Common Stock to Private Acer’s stockholders, at an exchange
ratio of one share of Common Stock in exchange for each share of
common stock of Private Acer outstanding immediately prior to the
Merger. The Reporting Person held 1,750,000 shares of Private
Acer’s common stock prior to the Merger, which resulted in
the Reporting Person receiving 1,750,000 shares of Common Stock at
the effective time of the Merger.
Item
4. Purpose of Transaction
The
disclosure provided in Item 3 above is incorporated herein by
reference.
Since
the effective time of the Merger and as of the date hereof, the
Reporting Person serves as the President and Chief Executive
Officer of the Issuer. At the effective time of the Merger, each of
the directors of the Issuer prior to the Merger resigned and the
Reporting Person, Jason Amello, Stephen J. Aselage, Hubert Birner,
Michelle Griffin, John M. Dunn and Luc Marengere were appointed as
directors of the Issuer whose terms expire at the Issuer’s
next annual meeting of shareholders.
Item
5. Interest in Securities of the Issuer
(a) The
percentage of beneficial ownership reported in this Item 5, and on
the Reporting Person’s cover page to this Schedule 13D, is
based on a total of 6,453,260 shares of the Common Stock issued and
outstanding as of September 19, 2017, according to information
provided by the Issuer to the Reporting Person. All of the share
numbers reported herein, and on the Reporting Person’s cover
page to this Schedule 13D, are as of September 29, 2017, unless
otherwise indicated. The cover page to this Schedule 13D for the
Reporting Person is incorporated by reference in its entirety into
this Item 5(a).
The
Reporting Person beneficially owns 1,750,000 shares of Common
Stock, or approximately 27.1% of the outstanding shares of Common
Stock.
(b) The
Reporting Person has sole authority to vote (or direct the vote
of), and to dispose (or direct the disposal) of, all of the shares
of Common Stock beneficially owned by the Reporting Person as
described in Item 5(a) above.
(c) As
of September 19, 2017, the Reporting Person acquired beneficial
ownership of 1,750,000 shares of Common Stock as a result of the
effectiveness of the Merger. Except as set forth in the preceding
sentence, the Reporting Person has not effected any transaction in
shares of the Common Stock from July 31, 2017 (the date 60 days
prior to the filing of this Schedule 13D) to September 29,
2017.
(d) No
person other than the Reporting Person is known to have the right
to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, shares of the Common
Stock.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Not
applicable.
4
| CUSIP
No. 00444P108 | SCHEDULE
13D | Page 5 of 6
Pages |
Item
7. Material to be Filed as Exhibits
Exhibit 1
Agreement and Plan
of Merger and Reorganization, dated as of June 30, 2017, by and
among Opexa Therapeutics, Inc., Opexa Merger Sub, Inc. and Acer
Therapeutics Inc. (incorporated by reference to Exhibit 2.1 to the
Issuer’s Current Report on Form 8-K filed with the SEC on
July 3, 2017).
[signature page follows]
5
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| | | | |
| | | | |
| Dated: September
29, 2017 | By: | /s/ Chris Schelling | |
| | | Chris Schelling | |
| | | | |
6