Acer Therapeutics Inc.: debt financing — Acer to merge with Zevra; holders get 0.1210 ZVRA shares plus CVR with up to $81M in milestones

Acer Therapeutics Inc.

Each Acer share converts to 0.1210 Zevra shares and one CVR tied to OLPRUVA sales, regulatory approvals, and ACER-2820 milestones.
CVR milestones include payments of $7M, $7M, $10M, $10M for OLPRUVA net sales of $35M, $50M, $100M, $200M; plus $12M, $10M, $20M for FDA approvals.
Acer terminates Collaboration & License Agreement with Relief Therapeutics; pays $10M upfront, $1.5M later, plus royalties capped at $45M, total up to $56.5M.
Zevra provides Acer with bridge loan up to $16.5M; $10M for termination payment, $6.5M for working capital, 12% PIK interest, secured.
Stockholders owning ~25% of Acer shares sign voting agreement to support merger; lock-up agreements limit Zevra share transfers for 180 days post-close.

item 1.01 item 1.02 item 2.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.4

Acer Therapeutics Inc. incurred credit facility.

Instrument: credit facility
Event: incurrence

Exact text from the filing

The information set forth under “Bridge Loan Agreement and Security Agreement” in Item 1.01 above is incorporated in this Item 2.03 by reference.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Acer Therapeutics Inc. entered into Agreement and Plan of Merger with Zevra Therapeutics, Inc. (effective 2023-08-30).

Action: entry
Agreement: merger
Counterparty: Zevra Therapeutics, Inc.
Effective: 2023-08-30

Exact text from the filing

On August 30, 2023, Acer Therapeutics Inc. (“Acer”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Zevra Therapeutics, Inc., a Delaware corporation (“Zevra”) and Aspen Z Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Zevra (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Acer, with Acer surviving the merger as an indirect wholly-owned subsidiary of Zevra (the “Merger”).

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Source: SEC EDGAR

accession 0001193125-23-225725

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