$OPXA/$ACER Merger,,, Just a heads up as I haven't spent

$OPXA/$ACER Merger,,, Just a heads up as I haven't spent any time looking at this. Closed @ $1.17 and up $.03 in AH trading.

CAMBRIDGE, MA / THE WOODLANDS, TX / ACCESSWIRE / July 3, 2017 / Opexa Therapeutics, Inc. (OPXA) ("Opexa" and Acer Therapeutics Inc. ("Acer", a privately-held pharmaceutical company, today announced that they have entered into a definitive merger agreement under which the stockholders of Acer (including investors in a financing that will close concurrently with the merger) are currently estimated to become holders of approximately 88.8% of Opexa's outstanding common stock on a pro forma basis, with current Opexa shareholders expected to own the remaining 11.2%. The proposed merger remains subject to certain conditions, including approval by Opexa's shareholders and Acer's stockholders.

In conjunction with the proposed merger, an investor syndicate led by TVM Capital Life Sciences and comprised of existing Acer investors and new investors has committed to invest approximately $15.7 million in Acer (including through a conversion of approximately $5.7 million in outstanding convertible notes) immediately prior to closing of the proposed merger.

"Acer's goal is to become a leading pharmaceutical company that acquires, develops and commercializes therapies for the treatment of patients with serious rare diseases with critical unmet medical need," said Chris Schelling, Chief Executive Officer and founder of Acer. "We have committed significant resources to rapidly advance our lead candidate EDSIVO™, a potential life-saving therapy for patients with vEDS. We believe that the proceeds from the concurrent financing will allow us to advance EDSIVO™ through NDA submission with the FDA in the first half of 2018. As a public company, we look forward to engaging with a broader pool of investors as we seek to advance and expand our pipeline and make multiple products available to patients over the next several years."

Neil K. Warma, Opexa's President and Chief Executive Officer added, "We have chosen to combine with Acer following an extensive review of strategic alternatives. Acer's lead asset, EDSIVO™, could be on the market within the next two years. This factor, together with Acer's strategic vision, pipeline, the recently secured financing and Acer's strong management team, provides Opexa shareholders with an opportunity for growth in the value of their shares."

About the Proposed Merger

Existing stockholders of Acer, as well as investors in Acer's concurrent financing, will receive newly issued shares of Opexa common stock in connection with the proposed merger. On a pro forma basis for the combined company, following the closing of the proposed merger, (a) current Opexa shareholders are expected to own approximately 11.2%, (b) current Acer stockholders are expected to own approximately 63.8% (excluding shares issued to them in the concurrent financing), and (c) the investors participating in the concurrent financing are expected to own approximately 25% (excluding shares previously held by them).

The proposed merger has been unanimously approved by the boards of directors of both companies, and a majority of Acer's stockholders have agreed to vote in favor of the transaction. The proposed merger is expected to close during the third quarter of 2017, subject to the approval of the stockholders of Acer and the shareholders of Opexa and other customary closing conditions. The merger agreement contains further details with respect to the proposed merger. If the transaction is consummated, Opexa's name will be changed to Acer Therapeutics Inc., and Opexa intends to apply to change its ticker symbol on the NASDAQ Capital Market to "ACER."

The directors and the sole executive officer of Opexa will resign from their positions with Opexa upon the closing of the proposed merger, and the combined company will be under the leadership of Acer's current executive management team with Chris Schelling serving as President and Chief Executive Officer. Following the closing of the proposed merger, the board of directors of the combined company is expected to consist of 7 members, all of whom will be designated by Acer. The corporate headquarters will be located in Cambridge, Massachusetts.

Piper Jaffray & Co. is acting as placement agent for Acer in the concurrent financing. Pillsbury Winthrop Shaw Pittman LLP served as legal counsel to Opexa and Foley Hoag LLP served as legal counsel to Acer.

About Acer Therapeutics Inc.

Acer, headquartered in Cambridge, MA, is a pharmaceutical company that acquires, develops and intends to commercialize therapies for patients with serious rare diseases with critical unmet medical need. Acer's late-stage clinical pipeline includes two candidates for severe genetic disorders for which there are few or no FDA-approved treatments: EDSIVO™ (celiprolol) for vEDS, and ACER-001 (a fully taste-masked, immediate release formulation of sodium phenylbutyrate) for urea cycle disorders (UCD) and Maple Syrup Urine Disease (MSUD). There are no FDA-approved drugs for vEDS and MSUD and limited options for UCD, which collectively impact more than 4,000 patients in the United States. Acer's products have clinical proof-of-concept and mechanistic differentiation, and Acer intends to seek approval for them in the U.S. by using the regulatory pathway established under section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act, or FFDCA, that allows an applicant to rely for approval at least in part on third-party data, which is expected to expedite the preparation, submission, and approval of a marketing application.

For more information, visit www.acertx.com.

About Opexa Therapeutics, Inc.

Opexa Therapeutics is a biopharmaceutical company that has historically focused on developing personalized immunotherapies with the potential to treat major illnesses, including multiple sclerosis as well as other autoimmune diseases such as neuromyelitis optica. These therapies are based on Opexa's proprietary T-cell technology.