Mike Hird
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tel 858.509.4024
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mike.hird@pillsburylaw.com
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Attention:
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Jeffrey P. Riedler, Assistant Director
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Karen Ubell, Staff Attorney
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Jennifer Riegel, Special Counsel
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Re:
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Opexa Therapeutics, Inc.
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Amendment No. 1 to Registration Statement on Form S-1
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File No. 333-185738
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1.
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We note that pursuant to Section 8(b) and 10(c) of the $15,000,000 Purchase Agreement, Lincoln Park is not obligated to purchase shares of common stock put to it if the company has been delisted from the NASDAQ Capital Market, provided our common stock is not immediately thereafter trading on the New York Stock Exchange, NYSE MKT, the NASDAQ Global Market, the NASDAQ Global Select Market, the NYSE ARCA or the OTC Bulletin Board. Such a condition is inappropriate, and this event of default should terminate the $15,000,000 Purchase Agreement rather than give rise to a condition to Lincoln Park’s obligation to purchase the common stock. Accordingly, please withdraw the registration statement, amend the $15,000,000 Purchase Agreement to eliminate this condition or revise the provision so that this event of default will cause the $15,000,000 Purchase Agreement to terminate in its entirety and register the amended equity line agreement on a new Form S-1.
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2.
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Please update your disclosure to include compensation paid during your fiscal year ended December 31, 2012.
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