UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
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Soliciting Material
Pursuant to §
240.14a-12
Opexa Therapeutics, Inc.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Dear
Shareholders,
You
recently received proxy materials in connection with the Special
Meeting of Shareholders of Opexa Therapeutics, Inc. to be held on
September 19, 2017. According to our latest records, your
PROXY
VOTE for this meeting HAS NOT YET BEEN
RECEIVED.
Opexa
Therapeutics and Acer Therapeutics have entered into an Agreement
and Plan of Merger and Reorganization. At the Special Meeting,
you are being asked to approve the merger, the change in control,
an amendment to the 2010 Incentive Plan, changing the Opexa
corporate name to Acer Therapeutics, Inc. and the reverse stock
split, each as described in the proxy
statement/prospectus/information statement you recently received.
It is extremely important that Opexa’s shareholders vote in
favor of all proposals.
THE MERGER WILL NOT GO FORWARD UNLESS
THE MERGER, THE CHANGE IN CONTROL, THE INCENTIVE PLAN,
THE NAME CHANGE AND THE REVERSE STOCK SPLIT PROPOSALS ARE ALL
APPROVED.
Reasons for the Merger
On
October 28, 2016, Opexa announced that the Abili-T trial did
not meet its primary endpoint of reduction in brain volume change
(atrophy), nor did it meet the secondary endpoint of reduction of
the rate of sustained disease progression. As a consequence of the
negative results from the Abili-T trial, in late October 2016
Opexa’s board of directors began evaluating its strategic
opportunities to maximize shareholder value, including the
possibility of seeking a merger, a sale of the company or all or
some of its assets, and/or a liquidation.
Opexa
has chosen to combine with Acer following an extensive review of
strategic alternatives. Acer’s lead asset, EDSIVO™,
could be on the market within the next two years. This factor,
together with Acer’s strategic vision, pipeline, the recently
secured financing and Acer’s strong management team, provides
Opexa shareholders with an opportunity for growth in the value of
their shares.
Following
the merger, Opexa and Acer believe that the merger will result in a
late-stage clinical pharmaceutical company focused on the
development and commercialization of therapeutics for patients with
serious rare diseases with significant unmet medical needs. Opexa
and Acer believe that the combined company will have the following
potential advantages: (i) a differentiated, late-stage
clinical product development pipeline; (ii) appropriate
resources; (iii) an experienced management team; and
(iv) the potential to access additional sources of
capital.
What You Need to Do Now
Vote
with Live Operator – Please call our proxy solicitor
Advantage Proxy toll free at 1-877-870-8565 or collect at
1-206-870-8565.
Vote by
Internet or Telephone - You may provide your proxy instructions via
the Internet or Telephone by following the instructions on your
proxy card or voting instruction form. You will need your control
number which is located in the box next to the arrow on the proxy
card or voting instruction form.
Vote by
Mail – Please vote, sign and mail your proxy card in the
envelope provided.
Thank
you in advance for your support.
Neil
Warma
President,
CEO and Acting CFO