NEWTON, Mass., March 22, 2023 (GLOBE NEWSWIRE) -- Acer Therapeutics Inc. (Nasdaq: ACER), a pharmaceutical company focused on the acquisition, development and commercialization of therapies for serious, rare and life-threatening diseases with significant unmet medical needs, today announced that it has entered into a definitive agreement for the purchase and sale of 2,920,306 shares of the Company's common stock (or common stock equivalents) at a purchase price of $0.916 per share of common stock (or common stock equivalent) in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company will issue warrants to purchase up to 2,920,306 shares of common stock. The warrants will have an exercise price of $0.791 per share, will be exercisable immediately following issuance and have a term of five and one-half years from the issuance date.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The closing of the offering is expected to occur on or about March 24, 2023, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the offering are expected to be approximately $2.675 million, before deducting the placement agent's fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes and working capital.
The shares of common stock described above (but not the warrants issued in the concurrent private placement or the shares of common stock underlying such warrants) are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-261342) initially filed with the Securities and Exchange Commission (the "SEC") on November 24, 2021 and declared effective by the SEC on December 7, 2021. The offering of the shares of common stock is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at placements@hcwco.com.
The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Acer Therapeutics
Acer is a pharmaceutical company focused on the acquisition, development and commercialization of therapies for serious rare and life-threatening diseases with significant unmet medical needs. In the U.S., OLPRUVA (sodium phenylbutyrate) is approved for the treatment of urea cycle disorders (UCDs) involving deficiencies of carbamylphosphate synthetase (CPS), ornithine transcarbamylase (OTC), or argininosuccinic acid synthetase (AS). Acer is also advancing a pipeline of investigational product candidates for rare and life-threatening diseases, including: OLPRUVA (sodium phenylbutyrate) for treatment of various disorders, including Maple Syrup Urine Disease (MSUD); EDSIVO (celiprolol) for treatment of vascular Ehlers-Danlos syndrome (vEDS) in patients with a confirmed type III collagen (COL3A1) mutation; and ACER-801 (osanetant) for treatment of Vasomotor Symptoms (VMS), post-traumatic stress disorder (PTSD) and prostate cancer. For more information, visit .
Acer Forward-Looking Statements
This press release contains "forward-looking statements" that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release are forward-looking statements. Examples of such statements include, but are not limited to, statements regarding the consummation of the offering, the satisfaction of closing conditions and the use of proceeds from the offering, as well as statements about the continued development of ACER-801 for treatment of VMS or other indications, the continued development of EDSIVO, and launch preparations for OLPRUVA. Our pipeline products (including ACER-801) are under investigation and their safety and efficacy have not been established and there is no guarantee that any of our investigational products in development will receive health authority approval or become commercially available for the uses being investigated. We may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management's current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, market and other conditions, the availability of financing to fund our pipeline product development programs, commercialization efforts and general corporate operations as well as risks related to drug development and the regulatory approval process, including the timing and requirements of regulatory actions. We disclaim any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made. You should review additional disclosures we make in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. You may access these documents for no charge at
Corporate and IR Contacts
Jim DeNike
Acer Therapeutics Inc.
jdenike@acertx.com
+1-844-902-6100
Nick Colangelo
Gilmartin Group
nick@gilmartinIR.com
+1-332-895-3226
NEWTON, Mass., March 22, 2023 (GLOBE NEWSWIRE) -- Acer Therapeutics Inc. (Nasdaq: ACER), a pharmaceutical company focused on the acquisition, development and commercialization of therapies for serious, rare and life-threatening diseases with significant unmet medical needs, today announced that it has entered into a definitive agreement for the purchase and sale of 2,920,306 shares of the Company's common stock (or common stock equivalents) at a purchase price of $0.916 per share of common stock (or common stock equivalent) in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company will issue warrants to purchase up to 2,920,306 shares of common stock. The warrants will have an exercise price of $0.791 per share, will be exercisable immediately following issuance and have a term of five and one-half years from the issuance date.
马萨诸塞州牛顿，2023 年 3 月 22 日（GLOBE NEWSWIRE）— 宏碁 Therapeutics Inc （纳斯达克： 宏碁）是一家专注于收购、开发和商业化治疗有重大医疗需求未得到满足的严重、罕见和危及生命的疾病的制药公司。该公司今天宣布，它已签订最终协议，以每股普通股（或普通股等价物）0.916美元的收购价格购买和出售公司2,920,306股普通股（或普通股等价物），在市面上定价为纳斯达克规则。此外，在同时进行的私募中，公司将发行认股权证，购买多达2,920,306股普通股。认股权证的行使价为每股0.791美元，将在发行后立即行使，自发行之日起有效期为五年半。
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
H.C. Wainwright & Co. 担任本次发行的独家配售代理。
The closing of the offering is expected to occur on or about March 24, 2023, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the offering are expected to be approximately $2.675 million, before deducting the placement agent's fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes and working capital.
本次发行预计将于2023年3月24日左右结束，但须满足惯例成交条件。在扣除配售代理人费用和公司应支付的其他发行费用之前，公司通过此次发行获得的总收益预计约为267.5万美元。公司打算将本次发行的净收益用于一般公司用途和营运资金。
The shares of common stock described above (but not the warrants issued in the concurrent private placement or the shares of common stock underlying such warrants) are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-261342) initially filed with the Securities and Exchange Commission (the "SEC") on November 24, 2021 and declared effective by the SEC on December 7, 2021. The offering of the shares of common stock is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at placements@hcwco.com.
根据最初于2021年11月24日向美国证券交易委员会（“SEC”）提交并由美国证券交易委员会（“SEC”）宣布生效的S-3表格（文件编号333-261342）上的 “上架” 注册声明，公司发行上述普通股（但不包括同时私募发行的认股权证或此类认股权证所依据的普通股）。普通股的发行只能通过招股说明书（包括招股说明书补充文件）进行，招股说明书是有效注册声明的一部分。与注册直接发行有关的最终招股说明书补充文件和随附的招股说明书将提交给美国证券交易委员会。最终招股说明书补充文件和随附招股说明书的电子副本可在美国证券交易委员会网站 http://www.sec.gov 上获得，也可以致电 (212) 865-5711 或发送电子邮件至 placements@hcwco.com 联系位于纽约州纽约公园大道430号的H.C. Wainwright & Co., LLC。
The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
上述认股权证是根据经修订的1933年《证券法》（“证券法”）第4（a）（2）条以私募方式发行的，与认股权证所依据的普通股一样，尚未根据《证券法》或适用的州证券法进行登记。因此，除非根据有效的注册声明或《证券法》和此类适用的州证券法注册要求的适用豁免，否则不得在美国重新发行或转售认股权证和普通股的标的股。
本新闻稿不构成出售要约或招揽购买这些证券的要约，也不得在根据任何此类州或其他司法管辖区的证券法进行注册或资格认证之前，在任何州或其他司法管辖区出售这些证券是非法的。
About Acer Therapeutics
Acer is a pharmaceutical company focused on the acquisition, development and commercialization of therapies for serious rare and life-threatening diseases with significant unmet medical needs. In the U.S., OLPRUVA (sodium phenylbutyrate) is approved for the treatment of urea cycle disorders (UCDs) involving deficiencies of carbamylphosphate synthetase (CPS), ornithine transcarbamylase (OTC), or argininosuccinic acid synthetase (AS). Acer is also advancing a pipeline of investigational product candidates for rare and life-threatening diseases, including: OLPRUVA (sodium phenylbutyrate) for treatment of various disorders, including Maple Syrup Urine Disease (MSUD); EDSIVO (celiprolol) for treatment of vascular Ehlers-Danlos syndrome (vEDS) in patients with a confirmed type III collagen (COL3A1) mutation; and ACER-801 (osanetant) for treatment of Vasomotor Symptoms (VMS), post-traumatic stress disorder (PTSD) and prostate cancer. For more information, visit .
关于宏碁疗法
宏碁是一家制药公司，专注于收购、开发和商业化治疗严重罕见和危及生命的疾病，这些疾病的医疗需求尚未得到满足。在美国，OLPRUVA（苯丁酸钠）被批准用于治疗尿素循环障碍（UCD），包括氨甲酰磷酸合成酶（CPS）、鸟氨酸转氨甲酰酶（OTC）或精氨酸琥珀酸合成酶（AS）缺乏。宏碁还在推进一系列罕见和危及生命的疾病的候选研究产品，包括：用于治疗各种疾病的OLPRUVA（苯丁酸钠），包括枫糖浆尿病（MSUD）；用于治疗确诊的III型胶原蛋白（COL3A1）突变患者血管埃勒斯-丹洛斯综合征（VED）的EDSIVO（西利洛尔）；以及用于治疗血管性血管埃勒斯-丹洛斯综合征（VED）的 ACER-801（osanetant）Tor症状（VMS），创伤后应激障碍（PTSD）和前列腺癌。欲了解更多信息，请访问。
Acer Forward-Looking Statements
This press release contains "forward-looking statements" that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release are forward-looking statements. Examples of such statements include, but are not limited to, statements regarding the consummation of the offering, the satisfaction of closing conditions and the use of proceeds from the offering, as well as statements about the continued development of ACER-801 for treatment of VMS or other indications, the continued development of EDSIVO, and launch preparations for OLPRUVA. Our pipeline products (including ACER-801) are under investigation and their safety and efficacy have not been established and there is no guarantee that any of our investigational products in development will receive health authority approval or become commercially available for the uses being investigated. We may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management's current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, market and other conditions, the availability of financing to fund our pipeline product development programs, commercialization efforts and general corporate operations as well as risks related to drug development and the regulatory approval process, including the timing and requirements of regulatory actions. We disclaim any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made. You should review additional disclosures we make in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. You may access these documents for no charge at
宏碁前瞻性陈述
本新闻稿包含 “前瞻性陈述”，这些陈述涉及重大风险和不确定性，目的是为了1995年《私人证券诉讼改革法》提供的安全港。本新闻稿中包含的所有陈述，除历史事实陈述外，均为前瞻性陈述。此类声明的示例包括但不限于关于完成发行、满足成交条件和发行收益使用的声明，以及关于继续开发用于治疗VMS或其他适应症的 ACER-801、EDSIVO的持续开发以及OLPRUVA的发射准备的声明。我们的在研产品（包括 ACER-801）正在调查中，其安全性和有效性尚未得到证实，也无法保证我们正在开发的任何研究产品都会获得卫生当局的批准或上市，用于正在研究的用途。我们实际上可能无法实现计划、实现意图或实现前瞻性陈述中披露的预期或预测，您不应过分依赖这些前瞻性陈述。此类陈述基于管理层当前的预期，涉及风险和不确定性。实际业绩和表现可能与前瞻性陈述中的预测存在重大差异，这要归因于许多因素，包括但不限于市场和其他条件、为我们的管道产品开发计划提供资金的融资可用性、商业化工作和一般公司运营，以及与药物开发和监管批准程序相关的风险，包括监管行动的时机和要求。我们不打算或有义务更新这些前瞻性陈述以反映这些陈述发表之日之后存在的事件或情况。您应该查看我们在向美国证券交易委员会提交的文件中披露的其他信息，包括我们的10-K表年度报告和10-Q表季度报告。您可以通过以下方式免费访问这些文档
Corporate and IR Contacts
Jim DeNike
Acer Therapeutics Inc.
jdenike@acertx.com
+1-844-902-6100
企业和投资者关系联系人
吉姆·丹尼克
宏碁 Therapeutics Inc
jdenike@acertx.com
+1-844-902-6100
Nick Colangelo
Gilmartin Group
nick@gilmartinIR.com
+1-332-895-3226
尼克·科兰杰洛
吉尔马丁集团
nick@gilmartinIR.com
+1-332-895-3226
