Filed Pursuant to 424(b)(2)
Registration No. 333-228319
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 21, 2018)
$10,000,000
Common Stock
We have entered into an amended and restated sales agreement, or sales agreement, with JonesTrading Institutional Services LLC, or
JonesTrading, and Roth Capital Partners, LLC, or Roth, or together, the Agents, relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, we may
offer and sell shares of our common stock having an aggregate offering price of up to $50,000,000 from time to time through or to the Agents acting as our sales agent or principal. We will be required to file another prospectus supplement in the
event we want to offer more than $10,000,000 in shares of our common stock in accordance with the sales agreement.
Our common stock is
listed on the Nasdaq Capital Market under the symbol ACER. On March 16, 2020, the last reported sale price of our common stock on the Nasdaq Capital Market was $2.65 per share.
Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be an
at the market offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. The Agents are not required to sell any specific amount of securities, but will act as our sales agents
using commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Agents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
The compensation to the Agents for sales of common stock sold pursuant to the sales agreement will be an amount equal to 3.5% of the gross
proceeds of any shares of common stock sold under the sales agreement. In connection with the sale of the common stock on our behalf, the Agents will be deemed to be underwriters within the meaning of the Securities Act and the
compensation of the Agents will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilities under the Securities Act
or the Securities Exchange Act of 1934, as amended.
The aggregate market value of our outstanding common equity held by non-affiliates on February 20, 2020 was $32,364,839 based on 10,101,034 shares of common stock outstanding, of which 5,523,010 were held by non-affiliates, and a closing
sale price on the Nasdaq Capital Market on such date of $5.86. During the 12 calendar months prior to and including the date hereof, we have not sold any securities pursuant to General Instruction I.B.6. of Form
S-3.
Investing in our common stock involves risks. See the section entitled Risk
Factors beginning on page S-4 of this prospectus supplement and in the documents we incorporate by reference into this prospectus supplement and the accompanying prospectus.
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.
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JonesTrading
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Roth Capital Partners
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The date of this prospectus supplement is March 18, 2020