ACER Acer Therapeutics Inc

Item 8.01.Other Events.

On November 9, 2018, Acer Therapeutics Inc. (the “Company”) entered into a sales agreement with Roth Capital Partners, LLC, and on March 18, 2020, an amended and restated sales agreement was entered into with JonesTrading Institutional Services LLC and Roth Capital Partners, LLC. The agreement provides a facility for the offer and sale of shares of common stock from time to time having an aggregate offering price of up to $50.0 million depending upon market demand, in transactions deemed to be an at-the-market offering (the “ATM Facility”). As reported in the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2022, as of September 30, 2022, $36.2 million remained available under the Company’s ATM Facility, subject to various limitations.

Since September 30, 2022, the Company has sold an additional 1,858,757 shares of common stock at an average price per share of $1.44 under the ATM Facility, with gross proceeds of approximately $2.7 million, and net proceeds of approximately $2.6 million.  Following the settlement of the most recent sale under the ATM facility, the Company will have 19,511,876 shares outstanding as of December 8, 2022.  The net proceeds from these recent sales under the ATM facility, combined with the proceeds received by the Company from its sale of 1,229,508 shares of common stock in a private placement on December 2, 2022 with proceeds to the Company of approximately $1.5 million, and together with the Company’s existing cash and cash equivalents, are expected to be sufficient to fund the Company’s anticipated operating and capital requirement into early Q1 2023.

Forward-Looking Statements

This Item 8.01 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 Item 8.01 are forward-looking statements. Such statements include statements regarding the sufficiency and duration of the Company’s cash and cash equivalents.  Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, the Company’s actual operating and capital requirements. The Company disclaims 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. Interested parties should review additional disclosures the Company makes in its filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. These documents may be accessed for no charge at http://www.sec.gov.

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