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): November 817, 2023

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 356300 Washington StreetNewton, Massachusetts		02458
One Gateway Center, Suite 356
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		TradingSymbol		Name of Each Exchangeon Which Registered
Common Stock, $0.0001 par value per share		ACER		The Nasdaq Stock Market LLC*

Title of Each Class

Trading

Symbol

Name of Each Exchange

on Which Registered

None

* On ~~October~~November 319, 2023, ~~the~~Acer ~~Company,~~Therapeutics ~~received~~Inc.’s acommon ~~letter~~stock ~~from~~began trading under the ~~staff~~symbol of“ACER” on the ~~Listing~~OTC ~~Qualifications~~Pink ~~Department~~Market. ofIt is expected that The Nasdaq Stock Market LLC ~~(“Nasdaq”)~~will ~~stating~~file ~~that~~a ~~Nasdaq~~Form ~~will~~25-NSE ~~suspend~~with ~~trading~~the inSecurities ~~the~~and ~~Company’s~~Exchange ~~common~~Commission ~~stock~~on ~~effective~~November at20 to remove the ~~opening~~common stock of ~~trading~~Acer Therapeutics Inc. from listing and registration on ~~November~~The 9,Nasdaq ~~2023~~Stock Market LLC. ~~The~~Deregistration ~~Company’s~~under ~~shares~~Section 12(b) of the Act will ~~begin~~become ~~trading~~effective on90 ~~OTC~~days ~~Pink~~after ~~Market~~the ~~starting~~filing ondate ~~November~~of 9,the ~~2023~~Form 25-NSE.

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 5.07.~~Introductory ~~Submission of Matters to a Vote of Security Holders.~~Note

~~The~~As ~~special~~previously ~~meeting~~disclosed, ofon ~~stockholders~~August 30, of2023, Acer Therapeutics Inc. (“Acer” ~~or the “Company”~~), ~~was~~entered ~~held~~into onan ~~November 8,~~Agreement ~~2023,~~and atPlan ~~11:00~~of ~~a.m.~~Merger ~~Eastern Time~~ (the “~~Special~~Merger ~~Meeting~~Agreement”) inwith ~~virtual~~Zevra ~~format~~Therapeutics, Inc., Ata ~~the~~Delaware ~~Special~~corporation ~~Meeting,~~(“Zevra”) ~~13,409,568~~and ~~shares~~Aspen ofZ ~~common~~Merger ~~stock~~Sub, ~~or approximately 54~~Inc.8%, ofa ~~the~~Delaware ~~outstanding~~corporation ~~common~~and ~~stock~~wholly-owned ~~entitled~~subsidiary toof ~~vote~~Zevra ~~were~~(“Merger ~~represented~~Sub”), bypursuant ~~proxy~~to orwhich, insubject ~~person. Three proposals were submitted~~ to ~~stockholders~~the asterms ~~described~~and inconditions of the ~~proxy~~Merger ~~statement/prospectus~~Agreement, ~~for~~Merger ~~the~~Sub ~~Special~~will ~~Meeting~~merge with and ~~were~~into ~~approved~~Acer, bywith ~~the~~Acer ~~Company’s~~surviving ~~stockholders at~~ the ~~Special~~merger ~~Meeting.~~as ~~The~~an ~~proposals~~indirect ~~and~~wholly-owned ~~the~~subsidiary ~~results~~ of Zevra (the ~~stockholder votes are as follows:~~“Merger”).

1.On ~~Proposal~~November 17, to2023 ~~adopt~~(the “Closing Date”), the ~~Agreement~~Merger was completed pursuant to the terms and ~~Plan~~conditions of the Merger ~~(as~~Agreement. itAt ~~may~~the beeffective ~~amended from~~ time toof ~~time,~~the Merger (the “~~Merger~~Effective ~~Agreement~~Time”), ~~dated~~each ~~August 30,~~share ~~2023,~~of byCommon ~~and~~Stock, ~~among~~$0.0001 ~~Zevra~~par ~~Therapeutics,~~value ~~Inc.,~~per ashare ~~Delaware~~of ~~corporation~~Acer (“~~Zevra~~Acer Common Stock”), ~~Aspen~~that Zwas ~~Merger~~outstanding ~~Sub~~immediately prior to the Effective Time (excluding cancelled shares and any shares held by holders who have exercised their appraisal rights), ~~Inc~~was automatically converted into the right to receive (A) 0.,1210 of a ~~Delaware~~share ~~corporation~~of ~~and~~validly aissued, ~~direct~~fully ~~wholly~~paid and non-~~owned~~assessable ~~subsidiary~~shares of Zevra ~~(“Merger~~common ~~Sub”)~~stock, ~~and~~$0.0001 ~~Acer,~~par ~~pursuant~~value toper ~~which~~share, ~~upon~~and ~~the~~(B) one ~~satisfaction~~non-transferable orcontingent ~~waiver~~value ofright representing the ~~conditions~~right to receive one or more contingent payments, if any, upon the ~~closing~~achievement of certain milestones, as set forth in the ~~Merger~~Contingent Value Rights Agreement by and among Zevra, ~~Merger~~Computershare ~~Sub~~Inc., ~~will~~a ~~merge~~Delaware ~~with~~corporation, and ~~into~~its ~~Acer~~affiliate ~~(the~~Computershare ~~“Merger”)~~Trust Company, ~~with~~N.A., ~~Acer~~a ~~surviving~~federally aschartered atrust ~~wholly-owned~~company, ~~subsidiary~~jointly ofas ~~Zevra:~~rights agent.

For		Against		Abstain		Broker Non-Votes
13,047,355		341,770		20,443		0

The description of the Merger Agreement and related transactions (including, without limitation, the Merger) in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to Acer’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 31, 2023 and incorporated herein by reference.

Item 2.01. ~~Proposal~~Completion toof ~~adjourn~~Acquisition ~~the special meeting, if necessary~~ or ~~appropriate,~~Disposition ~~in order to solicit additional proxies if there are insufficient votes to adopt the merger proposal at the time~~ of ~~the special meeting:~~Assets.

~~The~~As ~~proposal~~described toin ~~adjourn~~ the ~~special~~Introductory ~~meeting~~Note, towhich ais ~~later~~incorporated ~~date~~by orreference ~~time~~in ifthis ~~necessary~~Item or2.01, ~~appropriate~~on ~~was~~the ~~rendered~~Closing ~~moot~~Date, as the Merger ~~Agreement~~ was ~~approved~~completed pursuant to the terms and conditions of the Merger Agreement.

Item 3.03. ~~Proposal~~Material toModification ~~approve, by non-binding, advisory vote, compensation that will or may become payable~~ to ~~Acer’s~~Rights ~~named~~of ~~executive~~Security ~~officers in connection with the Merger:~~Holders.

For		Against		Abstain		Broker Non-Votes
11,507,774		1,792,993		108,801		0

The information contained in the Introductory Note and under Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 8 5.01. ~~Other~~Changes ~~Events~~in Control of Registrant.

AsThe ~~previously~~information ~~announced,~~contained onin ~~August 30, 2023, Acer entered into~~ the ~~Merger~~Introductory ~~Agreement with Zevra and Merger Sub~~Note, ~~pursuant~~Item ~~to which~~2.01, ~~subject~~Item to3.03 ~~the terms~~ and ~~conditions~~Item of5.02 ~~the~~are ~~Merger~~incorporated ~~Agreement,~~by ~~Merger~~reference ~~Sub~~in ~~will~~this ~~merge~~Item ~~with and into Acer, with Acer surviving the merger as an indirect wholly-owned subsidiary of Zevra~~5.01.

~~Acer~~As ~~currently~~a ~~anticipates~~result ~~the closing~~ of the ~~Merger~~consummation ~~will~~of ~~occur in~~ the ~~next few weeks~~Merger, ~~subject~~at to the ~~satisfaction~~Effective ~~(or~~Time, toa ~~the~~change ~~extent~~in ~~permitted~~control ~~by applicable law, waiver)~~ of ~~the~~Acer ~~remaining~~occurred ~~conditions~~and ~~set~~Acer ~~forth~~became ina ~~the~~wholly-owned ~~Merger~~subsidiary ~~Agreement~~of ~~that by their nature are to be satisfied at the closing~~Zevra.

~~Additional~~Item ~~Information~~5.02. ~~and~~Departure ~~Where~~of toDirectors ~~Find~~or ItCertain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the ~~proposed~~consummation ~~merger,~~of ~~Zevra~~the ~~has~~Merger, ~~filed~~at athe ~~registration~~Effective ~~statement~~Time, onpursuant ~~Form~~to ~~S-4 with~~ the ~~Securities~~terms ~~and~~of ~~Exchange Commission (~~the ~~“SEC”)~~Merger Agreement, ~~including~~Stephen ~~a proxy statement/prospectus~~J. ~~The~~Aselage, ~~registration~~Jason ~~statement was declared effective on October 10~~Amello, ~~2023~~John M. ~~Additionally~~Dunn, ~~Acer’s~~Michelle ~~proxy~~Griffin ~~statement/prospectus~~and ~~was~~Chris ~~filed~~Schelling oneach ~~October 10,~~resigned ~~2023~~ and ~~Acer’s~~ceased ~~proxy~~serving ~~statement~~as ~~supplements~~directors ~~were~~of ~~filed~~Acer. onOn ~~October 30, 2023 and~~ November 217, 2023~~. Acer stockholders are urged to read these materials because they contain important information about Acer~~, ~~Zevra and the proposed merger~~R. LaDuane ~~The~~Clifton ~~proxy statement/prospectus, proxy statement supplements~~ and ~~other~~Joshua ~~relevant~~Schafer ~~materials,~~became ~~and any other documents filed by Zevra and Acer with~~ the ~~SEC,~~directors ~~may be obtained free~~ of ~~charge at~~ the ~~SEC~~surviving ~~website at www~~corporation.~~sec.gov.~~

NoOn ~~Offer~~November 17, or2023, ~~Solicitation~~each of Chris Schelling, Acer’s President and Chief Executive Officer, and Harry S. Palmin, Acer’s Chief Financial Officer, ceased to be an executive officer of Acer.

~~This~~Item ~~communication~~5.03. isAmendments ~~for informational purposes only and not intended~~ to ~~and~~Articles ~~does not constitute an offer to subscribe for, buy or sell, the solicitation~~ of anIncorporation ~~offer to subscribe for, buy~~ or ~~sell~~Bylaws; orChange ~~an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval~~ in ~~any~~Fiscal jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable lawYear. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), and otherwise in accordance with applicable law.

~~Participants~~At the Effective Time, Acer’s certificate of incorporation was amended and restated to read in its entirety (other than the ~~Solicitation~~name of Acer) as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, and Acer’s bylaws were amended and restated to read in their entirety as the bylaws of Merger Sub in effect immediately prior to the Effective Time. The Amended and Restated Certificate of Incorporation of Acer and Acer’s Amended and Restated Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

~~Acer,~~Item ~~Zevra and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction~~9. Information about the directors and executive officers of Acer is set forth in its Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 27, 2023, and its proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on April 14, 202301. ~~Information~~Financial ~~about~~Statements ~~the directors~~ and executive officers of Zevra is set forth in its Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 7, 2023, and its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on March 15, 2023, the definitive proxy statement filed by Daniel JExhibits. Mangless, together with the other participants named therein, which was filed with the SEC on March 17, 2023, and Zevra’s Current Reports on Form 8-K, filed with the SEC on March 30, 2023, May 8, 2023, May 15, 2023, and August 7, 2023. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the proxy statement/prospectus and other relevant materials filed with the SEC and may be obtained free of charge from the sources indicated above.

~~Forward-Looking~~(d) ~~Statements~~Exhibits

DISCLOSURE NOTICE: This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, related to Acer, Zevra and the proposed acquisition of Acer by Zevra. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect the financial or operating results of Acer, Zevra or the combined company. These forward-looking statements may be identified by terms such as anticipate, believe, foresee, expect, intend, plan, may, will, could, should and would and the negative of these terms or other similar expressions. Forward-looking statements in this document include, among other things, statements about the proposed acquisition and the anticipated timing of closing of the acquisition, and the delisting. In addition, all statements that address operating performance, events or developments that we expect or anticipate will occur in the future —the expected timetable for completing the proposed transaction— are forward-looking statements. These forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, risks related to the satisfaction of the conditions to closing the acquisition in the anticipated timeframe or at all; risks related to the ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period; risks related to the contingent cash consideration and related milestones as contemplated by the CVR Agreement, including that such milestone may not be achieved and thus the related cash consideration would not become payable; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business, contractual and operational relationships; the unfavorable outcome of any legal proceedings that have been or may be instituted against Acer, Zevra or the combined company; the ability to retain key personnel; negative effects of this announcement or the consummation of the proposed acquisition on the market price of the capital stock of Acer and Zevra and on Acer’s and Zevra’s operating results; risks relating to the value of Zevra’s shares to be issued in the transaction; significant transaction costs, fees, expenses and charges; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition; the financing of the transaction and Acer’s interim operations; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; and competitive developments.


Exhibit No.		Description

2.1*		Agreement and Plan of Merger dated as of August 30, 2023 by and among Zevra Therapeutics, Inc., Aspen Z Merger Sub, Inc., and Acer Therapeutics Inc. (incorporated by reference to Exhibit 2.1 to Acer’s Report on Form 8-K filed on August 31, 2023).

3.1		Amended and Restated Certificate of Incorporation of Acer Therapeutics Inc.

3.2		Amended and Restated Bylaws of Acer Therapeutics Inc.

104		Cover Page Interactive Data File (formatted as Inline XBRL)

*	Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the SEC upon request.

A further description of risks and uncertainties relating to Acer and Zevra can be found in their respective most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov.

Neither Acer nor Zevra intends to update the forward-looking statements contained in this document as the result of new information or future events or developments, except as required by law.

SIGNATURE

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.

Dated: November 8, 2023	ACER THERAPEUTICS INC.
Dated: November 20, 2023	ACER THERAPEUTICS INC.
	By:	/s/ ~~Harry S~~R. ~~Palmin~~LaDuane Clifton
		Harry S. Palmin
		R. LaDuane Clifton, MBA, CPA
		Chief Financial Officer
		Chief Financial Officer, Secretary and Treasurer

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