UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-A
                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                            Opexa Therapeutics, Inc.

- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                Texas                                   76-0333165

- --------------------------------------------------------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


     2635 N. Crescent Ridge Drive                  The Woodlands, TX 77381

- --------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)


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

  Title of each class                            Name of each exchange on which
  to be so registered.                           each class is to be registered.

Common Stock, par value $0.50                         NASDAQ Global Market



If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box. [X]

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box. [ ]

Securities  Act  registration  statement file number to which this form relates:
Not Applicable.

Securities  to  be  registered  pursuant  to  Section  12(g)  of  the  Act:  Not
Applicable.



                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered.

     The following is a description of the capital stock of the Company.

Common Stock

     We are authorized to issue  100,000,000  shares of common stock,  par value
$0.50 per share.  As of August 28, 2006,  there were 6,696,784  shares of common
stock issued and outstanding. Each share of common stock is entitled to one vote
per share for the election of directors and on all other matters  submitted to a
vote of stockholders. There are no cumulative voting rights. Common stockholders
do not have  preemptive  rights or other  rights  to  subscribe  for  additional
shares, and the common stock is not subject to conversion or redemption.  In the
event of  liquidation,  the  holders of common  stock will share  equally in any
balance of corporate assets  available for distribution to them.  Subject to the
rights of holders of the any other securities  subsequently  issued,  holders of
the common stock are entitled to receive  dividends  when and as declared by our
Board  of  Directors  out of  funds  legally  available.  We have  not  paid any
dividends  since its inception and have no intention to pay any dividends in the
foreseeable  future.  Any future dividends would be subject to the discretion of
the Board of  Directors  and would  depend on,  among other  things,  our future
earnings, the operating and financial condition,  our capital requirements,  and
general business conditions.

Preferred Stock

     We are authorized to issue  10,000,000  shares of preferred  stock,  no par
value per share.  As of August 28, 2006, no shares of preferred stock are issued
and   outstanding.   Our  Board  of  Directors  can,  without  approval  of  our
stockholders, issue one or more series of preferred stock. If we offer preferred
stock,  our Board of  Directors  will  determine  the  number of shares  and the
rights,  preferences and limitations of each series.  These rights,  preferences
and limitations may include specific designations, number of shares, liquidation
value,  dividend  rights,  liquidation  and  redemption  rights,  voting rights,
preferences  and  limitations  of each series.  These  rights,  preferences  and
limitations may include  specific  designations,  number of shares,  liquidation
value, dividend rights,  liquidation and redemption rights, voting rights, other
rights,  including conversion or exchange rights, if any, and any other specific
terms.

Item 2. Exhibits.

          None.




                                    SIGNATURE

     Pursuant to the  requirements of Section l2 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

Opexa Therapeutics, Inc.

Dated: August 30, 2006

By: /s/ Lynne Hohlfeld
    ---------------------------------------
    Lynne Hohlfeld, Chief Financial Officer