Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-261342
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 7, 2021)
Acer Therapeutics Inc.
2,335,000 Shares of Common Stock
Pre-Funded Warrants to Purchase up to 585,306 Shares of Common Stock and
585,306 Shares of Common Stock Underlying the Pre-Funded Warrants
Pursuant to this prospectus supplement and the accompanying prospectus, we are offering an aggregate of 2,335,000 shares of our common stock,
$0.0001 par value per share, to an institutional and accredited investor. The combined offering price for a share of our common stock and a Common Warrant (defined below) being issued in a concurrent private placement to acquire an additional share
of our common stock is $0.916. In addition, pursuant to this prospectus supplement and the accompanying prospectus, we are also offering pre-funded warrants to purchase up to 585,306 shares of our common
stock, or the Pre-Funded Warrants, and the shares of our common stock issuable upon exercise of the Pre-Funded Warrants. The
Pre-Funded Warrants are being offered, in lieu of shares of our common stock, to the investor whose purchase of shares of our common stock in this offering would result in the investor, together with its
affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding common stock following the consummation of this offering. The combined offering price for a Pre-Funded Warrant to acquire a share of our common stock and a Common Warrant being issued in a concurrent private placement to acquire an additional share of our common stock is $0.915 (i.e., the sum of the
offering price per share of shares of our common stock minus $0.001). The Pre-Funded Warrants will have an exercise price of $0.001 per share of our common stock, will be immediately exercisable, and may be
exercised at any time until exercised in full. There is no established public trading market for the Pre-Funded Warrants and we do not expect a market to develop. In addition, we do not intend to list the Pre-Funded Warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system.
In a concurrent private placement, we are also offering to the investor in this offering unregistered warrants to purchase an aggregate of up to
2,920,306 shares of our common stock, or the Common Warrants. The Common Warrants will have an exercise price of $0.791 per share and will be exercisable for a period of five and one-half years commencing on
the closing date of this offering. The Common Warrants and the shares of our common stock issuable upon the exercise of the Common Warrants are not being registered under the Securities Act of 1933, as amended, or the Securities Act, are not being
offered pursuant to this prospectus supplement and the accompanying prospectus, and are being offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or
Rule 506(b) promulgated thereunder.
Our common stock is listed on the Nasdaq Capital Market under the symbol ACER. On
March 21, 2023, the last reported sale price of our common stock on the Nasdaq Capital Market was $0.791 per share. The aggregate market value of our outstanding common equity held by non-affiliates is
$42,717,729 based on 21,086,534 shares of common stock outstanding as of the date of this prospectus supplement, with 17,651,954 of such shares held by non-affiliates, and a closing sale price on the Nasdaq
Capital Market on January 26, 2023 of $2.42. During the 12 calendar months prior to and including the date hereof, but excluding the securities which are being offered pursuant to this prospectus supplement and the accompanying prospectus, we
have sold $10,649,983 of shares of common stock pursuant to General Instruction I.B.6. of Form S-3.
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Per Share |
|
|
Per Pre-Funded Warrant |
|
|
Total |
|
Offering price |
|
$ |
0.9160 |
|
|
$ |
0.9150 |
|
|
$ |
2,674,415 |
|
Placement agent fees (1) |
|
$ |
0.0687 |
|
|
$ |
0.0687 |
|
|
$ |
200,625 |
|
Proceeds, before expenses, to us (2) |
|
$ |
0.8473 |
|
|
$ |
0.8463 |
|
|
$ |
2,473,790 |
|
(1) |
In addition, we have agreed to pay the placement agent for certain offering-related expenses and other
compensation as described under the Plan of Distribution on page S-24 of this prospectus supplement. |
(2) |
The amount of the offering proceeds to us presented in this table does not give effect to the exercise, if any,
of the Pre-Funded Warrants. |
We have retained H.C. Wainwright & Co., LLC
to act as our exclusive placement agent in connection with this offering. The placement agent is not purchasing the securities offered by us in this offering, and is not required to sell any specific number or dollar amount of securities, but will
assist us in this offering on a reasonable best efforts basis. In addition, we have agreed to pay the placement agent for certain offering-related expenses and other compensation as described under the Plan of Distribution on page S-24
of this prospectus supplement.
Investing in our securities involves risks. See the section entitled Risk Factors beginning on page S-8 of this prospectus supplement, the accompanying prospectus and in the documents we incorporate by reference herein and therein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense.
Delivery of the securities offered hereby is expected to be made on or about March 24, 2023.
H.C. Wainwright & Co.
The date of this prospectus supplement is March 21, 2023