united states

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 17, 2019

ACER THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

Delaware

 

001-33004

 

32-0426967

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

One Gateway Center, Suite 351
300 Washington Street

Newton, Massachusetts

 

    02458

(Address of principal executive offices)

 

(Zip Code)

 

(844) 902-6100

(Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of each class

Trading symbol(s) 

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

ACER

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).  

 

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 13(a) of the Exchange Act.   ☐


 

 

 

Explanatory Note

 

This Amendment to Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Acer Therapeutics Inc. (the “Company”) on May 22, 2019 (the “May Form 8-K”). The May Form 8-K reported the final voting results of the Company’s annual meeting of stockholders held on May 17, 2019 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future non-binding advisory votes on executive compensation. No other changes are being made to the May Form 8-K by this Amendment, and this Amendment should be read in conjunction with the May Form 8-K.

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

As reported in the May Form 8-K, at the Annual Meeting, a majority of advisory votes of the stockholders of the Company were cast in favor of holding a non-binding advisory vote on executive compensation once every three years. Consistent with the outcome of this advisory vote, the Company’s board of directors (the “Board”) has determined that the Company will hold future non-binding advisory votes on executive compensation once every three years until the next required vote on the frequency of stockholder voting on executive compensation or until the Board determines that it is in the best interests of the Company to hold such vote with a different frequency.

 


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SIGNATURE S

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

Dated: August 19, 2019

ACER THERAPEUTICS INC.

 

 

 

 

 

 

By:

/s/ Harry S. Palmin 

 

 

 

Harry S. Palmin

 

 

 

Chief Operating Officer and Chief Financial Officer

 

 

 

 

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