Attached files
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF
OPERATIONS
The following unaudited pro forma condensed
combined statement of operations gives effect to the merger
effected pursuant to the Agreement and Plan of Merger and
Reorganization, dated June 30, 2017 (the “Merger
Agreement”), by and among Acer Therapeutics Inc., a Texas
corporation, formerly known as Opexa Therapeutics, Inc.
(“Opexa”), Opexa Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Opexa (“Merger
Sub”), and Acer Therapeutics Inc., a Delaware corporation
(“Private Acer”), pursuant to which Merger Sub merged
with and into Private Acer, with Private Acer surviving as a wholly
owned subsidiary of the Registrant (the “Merger”), and
was prepared in accordance with the regulations of the Securities
and Exchange Commission (“SEC”). For accounting
purposes, Private Acer is considered to have acquired Opexa in the
Merger. Private Acer was determined to be the accounting acquirer
based upon the terms of the Merger and other factors
including: (i)
Private Acer’s security holders owned approximately 89% of
the combined company immediately following the closing of the
Merger, (ii) Private Acer directors now hold all board seats in the
combined company, and (iii) Private Acer management now holds all
key positions in the management of the combined company. The
transaction was accounted for under the acquisition method of
accounting under generally accepted accounting principles
(“GAAP”).
The
unaudited pro forma condensed combined statement of operations for
the nine months ended September 30, 2017 assumes that the Merger
took place as of January 1, 2017, and combines the historical
results of Opexa and Private Acer for the nine months ended
September 30, 2017.
The
unaudited pro forma condensed combined statement of operations does
not give effect to the potential impact of current financial
conditions, regulatory matters, operating efficiencies or other
savings or expenses that may be associated with the acquisition.
The unaudited pro forma condensed combined statement of operations
has been prepared for illustrative purposes only and is not
necessarily indicative of the results of operations in future
periods or the results that actually would have been realized had
Opexa and Private Acer been a combined company during the specified
period. The unaudited pro forma condensed combined statement of
operations, including the notes thereto, should be read in
conjunction with the Opexa’s and Private Acer’s
historical audited financial statements for the year ended December
31, 2016 and the unaudited condensed financial statements for the
three months ended March 31, 2017 included in a registration
statement on Form S-4 filed by Opexa with the Securities and
Exchange Commission on July 19, 2017 (Reg. No.
333-219358).
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF
OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
|
Opexa
|
Private Acer
|
Pro Forma
Merger Adjustments
|
Pro Forma Combined
|
Operating
expenses:
|
|
|
|
|
Research
and development
|
$197,720
|
$6,948,816
|
|
$7,146,536
|
General
and administrative
|
3,340,501
|
2,792,424
|
|
6,132,925
|
Total
operating expenses
|
3,538,221
|
9,741,240
|
|
13,279,461
|
Operating
loss
|
(3,538,221)
|
(9,741,240)
|
|
(13,279,461)
|
Interest
expense, net
|
(1,069)
|
(238,163)
|
|
(239,232)
|
Other
income (expense)
|
469
|
(967)
|
|
(498)
|
Net
loss
|
$(3,538,821)
|
$(9,980,370)
|
|
$(13,519,191)
|
Basic
and diluted net loss per share
|
|
|
|
$(2.10)
|
Weighted
average shares outstanding—basic and diluted
|
|
|
|
6,450,766
|
See accompanying note to the unaudited pro forma condensed combined
statement of operations.
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NOTE TO THE UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF
OPERATIONS
1.
Description of Transaction and Basis of Presentation
Description of Transaction
On
June 30, 2017, Opexa entered into an Agreement and Plan of Merger
and Reorganization (the “Merger Agreement”) with Acer
Therapeutics Inc., a Delaware corporation (“Private
Acer”), with Private Acer becoming a wholly-owned subsidiary
of Opexa and the surviving corporation following completion of the
merger (the “Merger”) in accordance with the Merger
Agreement.
Immediately
after the Merger, Private Acer’s securityholders owned
approximately 89% of the common stock of the combined company, with
Opexa’s securityholders owned approximately 11% of the common
stock of the combined company.
Concurrent
with Private Acer’s entry into the Merger Agreement, certain
third parties, including Private Acer’s existing
shareholders, entered into an agreement to purchase shares of
Private Acer’s common stock in a private financing prior to
consummation of the Merger for an aggregate purchase price of
approximately $15.7 million.
Basis of Presentation
The
unaudited pro forma condensed combined statement of operations was
prepared in accordance with the regulations of the Securities and
Exchange Commission (“SEC”). The unaudited pro forma
condensed combined statement of operations for the nine months
ended September 30, 2017 assumes that the Merger took place as of
January 1, 2017, and combines the historical results of Opexa and
Private Acer for the nine months ended September 30, 2017. Based on
the terms of the Merger, Private Acer is deemed to be the acquiring
company for accounting purposes and the transaction was accounted
for as an asset acquisition in accordance with accounting
principles generally accepted in the United States (“U.S.
GAAP”).
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