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In a regulatory filing, Opexa Therapeutics disclosed that the company and Acer Therapeutics have entered into an agreement and plan of merger and reorganization under which, at the closing of the merger, each outstanding share of Acer common stock will be converted into the right to receive approximately one share of common stock of Opexa, which amount is subject to adjustment prior to closing of the merger upon the occurrence of specified events, including to account for any additional shares that Acer may issue before closing and for Opexa's net cash balance at closing. Immediately following the effective time of the merger, current Opexa shareholders are expected to own approximately 11.2% of the combined company, current Acer shareholders are expected to own approximately 63.8% of the combined company, excluding any shares issued to current shareholders in the concurrent financing, and the investors participating in the concurrent financing are expected to own approximately 25% of the combined company. Consummation of the merger is subject to certain closing conditions, including, among other things, approval by the respective shareholders of Opexa and Acer. The merger agreement contains specified termination rights for both Opexa and Acer, and further provides that, upon termination of the merger agreement under specified circumstances, Opexa may be obligated to pay Acer a termination fee of $250,000, and Acer may be obligated to pay Opexa a termination fee of $1M, plus, under specified circumstances, reimbursement for various expenses incurred in connection with the merger. At the effective time of the merger, the Board of Directors of Opexa is expected to consist of seven members designated by Acer. Prior to Acer's entry into the merger agreement, certain third parties, including certain existing shareholders of Acer, entered into a subscription agreement with Acer on June 30, pursuant to which such parties have agreed, subject to the terms and conditions of such agreement, to purchase, immediately prior to the consummation of the merger, shares of Acer's common stock for an aggregate purchase price of approximately $15.7M. The consummation of the transactions contemplated by such agreement is conditioned upon, among other items, the satisfaction or waiver of the closing conditions set forth in the merger agreement.