ACER Acer Therapeutics Inc

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Item 1. Security and Issuer

            This Amendment No. 1 amends the statement on Schedule 13D originally filed on September 28, 2017 (as amended, the “ Statement ”), relating to common stock, par value $0.01 per share (the “ Common Stock ”) of Acer Therapeutics, Inc., a Texas corporation (the “ Issuer ”), having its principal executive office at One Gateway Center, Suite 351, 300 Washington Street, Newton, MA 02458. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Statement.

Item 3. Source and Amount of Funds or Other Consideration

            Item 3 is hereby amended by adding the following paragraphs at the end of such Item:

            Between November 7, 2017 and January 3, 2018, the Reporting Persons sold, in the aggregate, 7,149 shares of Common Stock in the open market. As of January 3, 2018, the Reporting Persons maintained beneficial ownership, in the aggregate, of 520,834 shares of the Issuer’s Common Stock. During this same time period, the issued and outstanding shares of the Issuer’s Common Stock increased from 6,450,766 to 7,497,433. As a result of the Reporting Persons’ sales of shares of Common Stock and the increase in issued and outstanding shares of Common Stock, the percentage ownership of the Issuer’s Common Stock retained by the Reporting Persons decreased during the described period from 8.18% to 6.95% .

            Between January 4, 2018 and January 22, 2018, the Reporting Persons sold, in the aggregate, 71,393 shares of Common Stock in the open market (such series of transactions referred to herein as the “ Disposition Transactions Series 1 ”). The aggregate sales price of $1,334,959.63 was received in connection with the sale of shares of Common Stock sold through the Disposition Transactions Series 1. The number of shares sold on each day and the price or volume weighted average price for such shares is set forth in Schedule III-1 to this Statement and is incorporated herein by reference. As a result of the Reporting Persons’ sales of shares of Common Stock through the Disposition Transactions Series 1, the percentage ownership of Common Stock retained by the Reporting Persons during the described period decreased from 6.95% to 5.99% .

            Between January 23, 2018 and February 2, 2018, the Reporting Persons sold, in the aggregate, 79,198 shares of Common Stock in the open market (such series of transactions referred to herein as the “ Disposition Transactions Series 2 ”). The aggregate sales price of $1,511,541.22 was received in connection with the sale of shares of Common Stock sold through the Disposition Transactions Series 2. The number of shares sold on each day and the price or volume weighted average price for such shares is set forth in Schedule III-2 to this Statement and is incorporated herein by reference. As a result of the Reporting Persons’ sales of shares of Common Stock through the Disposition Transactions Series 2, the percentage ownership of Common Stock retained by the Reporting Persons during the described period decreased from 5.99% to 4.94% .

            Between February 6, 2018 and September 27, 2018, the Reporting Persons sold, in the aggregate, 258,717 shares of Common Stock in the open market (such series of transactions referred to herein as the “ Disposition Transactions Series 3 ”), resulting in the current percentage ownership of 1.11% .

            Notwithstanding the additional sale of shares of Common Stock through the Disposition Transactions Series 3, it was as a result of the Disposition Transactions Series 2 that the aggregate ownership of shares of Common Stock of the Issuer by the Reporting Persons had decreased to a level below five percent (5%) of all issued and outstanding shares of the Issuer’s Common Stock.

Item 4. Purpose of Transaction

            Item 4 is hereby amended by adding the following paragraph at the end of such Item:

            The Reporting Persons disposed of shares of Common Stock in the Issuer by way of the Disposition Transactions Series 1, Disposition Transactions Series 2 and Disposition Transactions Series 3 for working capital needs and in response to market factors deemed favorable by the Reporting Persons.

            As a result of all such transactions, the aggregate ownership of shares of Common Stock of the Issuer by the Reporting Persons has decreased to a level below five percent (5%) of all issued and outstanding shares of Common Stock, and, as a result thereof, Issuer is filing this statement to report a change in beneficial ownership that terminates the Reporting Persons’ obligation to report on Schedule 13D under the Securities and Exchange Act of 1934, as amended, subject to any future reporting obligations that may arise.

Item 5. Interest in Securities of the Issuer

            (a)        Amount beneficially owned and percentage of class:

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            Following the last transaction comprising the Disposition Transactions Series 3:

            Avego is the direct record owner of 111,526 shares of Common Stock. The aggregate number of shares of Common Stock beneficially owned by Avego is 111,526, representing approximately 1.11% of the Common Stock outstanding as of December 31, 2018.

            Voting and investment power with respect to the shares of beneficial interest of the Issuer owned by Avego may be deemed to be shared by Mayura Trust, Mayura One, BV, YE and CM. The controlling Member of Avego is Mayura Trust which has the right to appoint BV as Avego’s Manager. The sole Trustee of Mayura Trust is Mayura One, the members of which, each of whom has the ability to act independently of the others, are BV, YE and CM. None of Mayura Trust, Mayura One, BV, YE or CM directly own any shares of Common Stock. Each of Mayura Trust, Mayura One, BV, YE or CM is the beneficial owner of 111,526 shares of Common Stock, representing approximately 1.11% of the Common Stock outstanding as of December 31, 2018.

            Voting and investment power with respect to the shares of beneficial interest of the Issuer owned by Avego may be deemed shared by Mayura Trust as the controlling Member of Avego with the right to appoint the Manager. Mayura Trust does not directly own any shares of Common Stock. Mayura Trust may be deemed to beneficially own the 111,526 shares of Common Stock held by Avego, representing 1.11% of the Common Stock outstanding as of December 31, 2018.

            Voting and investment power with respect to the shares of beneficial interest of the Issuer owned by Avego may be deemed shared by Mayura One as the Trustee of Mayura Trust. Mayura One does not directly own any shares of Common Stock. Mayura One may be deemed to beneficially own the 111,526 shares of Common Stock held by Avego, representing 1.11% of the Common Stock outstanding as of December 31, 2018.

            Voting and investment power with respect to the shares of beneficial interest of the Issuer owned by Avego may be deemed to be shared by BV as the Manager, a beneficiary of Mayura Trust, and a member of Mayura One. BV does not directly own any shares of Common Stock. BV may be deemed to beneficially own the 111,526 shares of Common Stock held by Avego, representing approximately 1.11% of the Common Stock outstanding as of December 31, 2018.

            Voting and investment power with respect to the shares of capital stock of the Issuer owned by Avego may be deemed to be shared by each of BV, YE and CM each of whom is a member of Maura One, which is the trustee of Mayura Trust, which is entitled to appoint the Manager of Avego. Neither BV, YE nor CM owns any shares of Common Stock. Each of BV, YE and CM may be deemed to beneficially own the 111,526 shares of Common Stock held by Avego representing approximately 1.11% of the Common Stock outstanding as of December 31, 2018.

            (b)        Number of shares of Common Stock as to which such person has:

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            The percentages of beneficial ownership reported in this Schedule 13D are based on 10,087,363 Common Shares of beneficial interest of the Issuer outstanding as of December 31, 2018, such number of shares being based on information made publicly available by the Issuer.

            To the Reporting Persons’ knowledge, as of December 31, 2018, none of the other individuals named in Item 2 of this Schedule 13D beneficially own any Common Shares.

            (c)        Transactions effected in the past sixty days.

            There have been no reportable transactions with respect to the Common Shares within the last 60 days by the Reporting Persons.

            (d)        No other person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.

            (e)        Not applicable.

Item 7. Material to Be Filed as Exhibits

            Exhibit 1: Joint Filing Agreement, dated September 28, 2017 attached to the Schedule as originally filed, incorporated herein by reference.

            Exhibit III-1: Schedule of number of shares and purchase price for Disposition Transactions Series 1.

            Exhibit III-2: Schedule of number of shares and purchase price for Disposition Transactions Series 2.

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SIGNATURE

            After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April __, 2019

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Schedule III-1

Disposition Transactions Series 1

Volume Weighted Average Purchase Price (Sales between 01/04/2018 and 01/22/2018): $18.70

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Schedule III-2

Disposition Transactions Series 2

Volume Weighted Average Purchase Price (Sales between 01/23/2018 and 02/02/2018): $19.09

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