4//SEC Filing
Davis Jefferson E 4
Accession 0000899243-23-020438
CIK 0001069308other
Filed
Nov 19, 7:00 PM ET
Accepted
Nov 20, 5:01 PM ET
Size
7.0 KB
Accession
0000899243-23-020438
Insider Transaction Report
Form 4
Davis Jefferson E
Chief Business Officer
Transactions
- Disposition to Issuer
Common Stock, $0.0001 par value per share
2023-11-17−71,645→ 0 total
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 30, 2023, by and among Acer Therapeutics Inc., a Delaware corporation ("Issuer"), Zevra Therapeutics, Inc., a Delaware corporation ("Zevra"), and Aspen Z Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Zevra ("Merger Sub"), effective November 17, 2023 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Zevra.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each share of Issuer common stock, $0.0001 par value per share, issued and outstanding immediately prior to the Effective Time, was converted into the right to receive (i) 0.1210 fully paid and non-assessable shares of common stock of Zevra, par value $0.0001 per share, and (ii) one non-transferable contingent value right issued by Zevra, which entitles the holder to potentially receive their pro rata portion of contingent payments of (A) up to $76 million in cash upon the achievement of certain commercial and regulatory milestones for certain of Acer's products and (B) additional cash of an indeterminate amount, subject to achievement of milestones related to Acer's early-phase emetine program, and otherwise subject to and in accordance with the terms and conditions of the Contingent Value Rights Agreement, dated as of November 17, 2023, by and among Zevra, Computershare Inc. and Computershare Trust Company.
- [F3](Continued From Footnote 2) At the Effective Time, the closing price of one share of Zevra common stock was $4.34.
Documents
Issuer
Acer Therapeutics Inc.
CIK 0001069308
Entity typeother
Related Parties
1- filerCIK 0001844533
Filing Metadata
- Form type
- 4
- Filed
- Nov 19, 7:00 PM ET
- Accepted
- Nov 20, 5:01 PM ET
- Size
- 7.0 KB