8-K
filed November 20, 2023, 6:59 PM ET
CIK 0001069308
M&A
confidence high
sentiment neutral
materiality 0.90
Acer Therapeutics Inc.: M&A transaction — Acer Therapeutics acquired by Zevra in all-stock merger; shareholders receive 0.1210 ZVRA shares + CVR
Acer Therapeutics Inc.
- Merger completed on Nov 17, 2023; Acer becomes wholly-owned subsidiary of Zevra.
- Each ACER share converted into 0.1210 Zevra shares and one contingent value right (CVR).
- All Acer directors and executive officers (CEO Chris Schelling, CFO Harry Palmin) resigned; R. LaDuane Clifton and Joshua Schafer appointed directors.
- Acer's common stock now trades on OTC Pink; Nasdaq delisting expected via Form 25-NSE on Nov 20.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Harry S. Palmin departed as Chief Financial Officer at Acer Therapeutics Inc..
- Action
- ceased
- Role
- Chief Financial Officer
Exact text from the filing
On November 17, 2023, 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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John M. Dunn resigned as Director at Acer Therapeutics Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen J. Aselage, Jason Amello, John M. Dunn, Michelle Griffin and Chris Schelling each resigned and ceased serving as directors of Acer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason Amello resigned as Director at Acer Therapeutics Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen J. Aselage, Jason Amello, John M. Dunn, Michelle Griffin and Chris Schelling each resigned and ceased serving as directors of Acer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen J. Aselage resigned as Director at Acer Therapeutics Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen J. Aselage, Jason Amello, John M. Dunn, Michelle Griffin and Chris Schelling each resigned and ceased serving as directors of Acer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chris Schelling departed as President and Chief Executive Officer at Acer Therapeutics Inc..
- Action
- ceased
- Role
- President and Chief Executive Officer
Exact text from the filing
On November 17, 2023, 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.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michelle Griffin resigned as Director at Acer Therapeutics Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen J. Aselage, Jason Amello, John M. Dunn, Michelle Griffin and Chris Schelling each resigned and ceased serving as directors of Acer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joshua Schafer was appointed as Director at Acer Therapeutics Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On November 17, 2023, R. LaDuane Clifton and Joshua Schafer became the directors of the surviving corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
R. LaDuane Clifton was appointed as Director at Acer Therapeutics Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On November 17, 2023, R. LaDuane Clifton and Joshua Schafer became the directors of the surviving corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chris Schelling resigned as Director at Acer Therapeutics Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen J. Aselage, Jason Amello, John M. Dunn, Michelle Griffin and Chris Schelling each resigned and ceased serving as directors of Acer.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Acer Therapeutics Inc.: Bylaws amended and restated to match Merger Sub's bylaws.
- Change
- bylaw amendment
Exact text from the filing
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
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Acer Therapeutics Inc.: Certificate of incorporation amended and restated to match Merger Sub's certificate.
- Change
- charter amendment
Exact text from the filing
Acer’s certificate of incorporation was amended and restated to read in its entirety (other than the name of Acer) as the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Acer Therapeutics Inc. underwent a change of control involving Zevra Therapeutics, Inc. (closed 2023-11-17).
- Action
- change of control
- Counterparty
- Zevra Therapeutics, Inc.
- Closing
- 2023-11-17
Exact text from the filing
On November 17, 2023 (the “ Closing Date ”), the Merger was completed pursuant to the terms and conditions of the Merger Agreement.
View on SEC.gov
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