SEC Form S-8 POS filed by Acer Therapeutics Inc.
As filed with the Securities and Exchange Commission on November 20, 2023
Registration No. 333-270868
Registration No. 333-263241
Registration No. 333-253742
Registration No. 333-237265
Registration No. 333-230133
Registration No. 333-224942
Registration No. 333-221566
Registration No. 333-213090
Registration No. 333-192215
Registration No. 333-176934
Registration No. 333-139196
Registration No. 333-48352
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION No. 333-270868
FORM S-8 REGISTRATION No. 333-263241
FORM S-8 REGISTRATION No. 333-253742
FORM S-8 REGISTRATION No. 333-237265
FORM S-8 REGISTRATION No. 333-230133
FORM S-8 REGISTRATION No. 333-224942
FORM S-8 REGISTRATION No. 333-221566
FORM S-8 REGISTRATION No. 333-213090
FORM S-8 REGISTRATION No. 333-192215
FORM S-8 REGISTRATION No. 333-176934
FORM S-8 REGISTRATION No. 333-139196
FORM S-8 REGISTRATION No. 333-48352
Under
THE SECURITIES ACT OF 1933
ACER THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
32-0426967 (I.R.S. Employer Identification No.) | |
| One Gateway Center, Suite 356 300 Washington Street, Newton, MA (Address of principal executive offices) |
02458 (Zip Code) | |
Acer Therapeutics Inc. 2018 Stock Incentive Plan
Acer Therapeutics Inc. Amended and Restated 2010 Stock Incentive Plan
Acer Therapeutics Inc. 2013 Stock Incentive Plan, as amended
Amended and Restated 2010 Stock Incentive Plan
2010 Stock Incentive Plan
2004 Compensatory Stock Option Plan
June 2004 Compensatory Stock Option Plan
Thomas C. Pritchard Consulting Agreement
(Full title of the plans)
R. LaDuane Clifton, MBA, CPA
Chief Financial Officer, Secretary and Treasurer
c/o Zevra Therapeutics, Inc.
1180 Celebration Boulevard, Suite 103
Celebration, FL 34747
(Name and address of agent for service)
(321) 939-3416
(Telephone number, including area code, of agent for service)
Copy to:
Stephanie M. Hosler, Esq.
Robert J. Endicott, Esq.
Bryan Cave Leighton Paisner LLP
One Metropolitan Square
211 N. Broadway, Suite 3600
St. Louis, Missouri 63102
(314) 259-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE/DEREGISTRATION OF UNSOLD SECURITIES
Pursuant to an Agreement and Plan of Merger, dated as of August 30, 2023 (the “Merger Agreement”), by and among Zevra Therapeutics, Inc., a Delaware corporation (“Zevra”), Aspen Z Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Zevra (“Merger Sub”), and Acer Therapeutics Inc. (the “Registrant”), on November 17, 2023, the Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as an indirect wholly-owned subsidiary of Zevra (the “Merger”). As a result of the Merger, the Registrant’s equity securities ceased to be publicly traded.
The Registrant previously registered shares of the Registrant’s common stock, $0.0001 par value per share (“Common Stock”), issuable or issued under certain employee benefit and equity plans and agreements under the below referenced Registration Statements on Form S-8 (the “Registration Statements”). As a result of the consummation of the transactions contemplated by the Merger Agreement, the Registrant has terminated all offerings of Common Stock pursuant to the below referenced Registration Statements. In accordance with an undertaking made by the Registrant in each of the Registration Statements to remove from registration by means of a post-effective amendment any securities that remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration all Common Stock that remains unsold as of the date hereof registered pursuant to the Registration Statements. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
| Registration No. |
Date Filed With the SEC |
Name of Equity Plan |
Number of Shares of Common Stock Originally Registered |
|||||
| 333-270868 | 03/27/2023 | Acer Therapeutics Inc. 2018 Stock Incentive Plan |
784,971 | |||||
| 333-263241 | 03/03/2022 | Acer Therapeutics Inc. 2018 Stock Incentive Plan |
772,410 | |||||
| 333-253742 | 03/01/2021 | Acer Therapeutics Inc. 2018 Stock Incentive Plan |
529,325 | |||||
| 333-237265 | 03/18/2020 | Acer Therapeutics Inc. 2018 Stock Incentive Plan |
403,807 | |||||
| 333-230133 | 03/07/2019 | Acer Therapeutics Inc. 2018 Stock Incentive Plan |
403,495 | |||||
| 333-224942 | 05/15/2018 | Acer Therapeutics Inc. 2018 Stock Incentive Plan |
500,000 | |||||
| 333-224942 | 05/15/2018 | Acer Therapeutics Inc. Amended and Restated 2010 Stock Incentive Plan |
170 | |||||
| 333-221566 | 11/14/2017 | Acer Therapeutics Inc. Amended and Restated 2010 Stock Incentive Plan |
470,000 | |||||
| 333-221566 | 11/14/2017 | Acer Therapeutics Inc. 2013 Stock Incentive Plan, as amended |
165,000 | |||||
| 333-213090 | 08/11/2016 | Amended and Restated 2010 Stock Incentive Plan |
650,000 | |||||
| 333-192215 | 11/08/2013 | Amended and Restated 2010 Stock Incentive Plan |
3,000,000 | |||||
| 333-176934 | 09/21/2011 | 2010 Stock Incentive Plan |
3,085,808 | |||||
| 333-176934 | 09/21/2011 | 2004 Compensatory Stock Option Plan |
514,192 | |||||
| 333-139196 | 12/08/2006 | June 2004 Compensatory Stock Option Plan |
1,200,000 | |||||
| 333-48352 | 10/20/2000 | Thomas C. Pritchard Consulting Agreement |
100,000 | |||||
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No.1 to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Celebration, state of Florida, on November 20, 2023.
| ACER THERAPEUTICS INC. | ||
| By | /s/ R. LaDuane Clifton | |
| R. LaDuane Clifton | ||
| Chief Financial Officer, Secretary and Treasurer | ||
Note: No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act of 1933.