Acer Therapeutics (ACER) 10-Q 13 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 10, 2018
Document And Entity Information [Abstract]
Entity Registrant Name	Acer Therapeutics Inc.
Entity Central Index Key	1,069,308
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Trading Symbol	ACER
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		10,052,988
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 8,343,773	$ 15,644,355
Prepaid expenses	571,173	881,887
Total current assets	8,914,946	16,526,242
Property and equipment, net	67,075	62,984
Other assets:
Goodwill	7,647,267	7,647,267
In-process research and development	118,600	118,600
Other non-current assets	40,528	13,648
Total assets	16,788,416	24,368,741
Current liabilities:
Accounts payable	861,071	95,873
Accrued expenses	1,870,847	1,937,331
Total liabilities	2,731,918	2,033,204
Commitments
Stockholders’ equity:
Preferred stock, no par value; authorized 10,000,000 shares; none issued and outstanding	0	0
Common stock, $0.0001 par value at June 30, 2018 and $0.01 par value at December 31, 2017; authorized 150,000,000 shares; 7,497,433 shares issued and outstanding at June 30, 2018 and December 31, 2017	750	74,974
Additional paid-in capital	48,426,494	47,812,215
Accumulated deficit	(34,370,746)	(25,551,652)
Total stockholders’ equity	14,056,498	22,335,537
Total liabilities, and stockholders’ equity	$ 16,788,416	$ 24,368,741

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Statement Of Financial Position [Abstract]
Preferred stock, no par value	$ 0	$ 0
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	7,497,433	7,497,433
Common stock, shares outstanding	7,497,433	7,497,433

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Operating expenses:
Research and development	$ 2,688,159	$ 1,857,856	$ 4,762,130	$ 4,891,395
General and administrative	2,227,947	1,156,494	4,144,977	1,490,023
Total operating expenses	4,916,106	3,014,350	8,907,107	6,381,418
Loss from operations	(4,916,106)	(3,014,350)	(8,907,107)	(6,381,418)
Other income (expense):
Interest income	36,555	1,425	67,245	1,826
Interest expense	0	(109,722)	0	(122,753)
Foreign currency transaction gain	44,061	0	20,768	0
Total other income (expense), net	80,616	(108,297)	88,013	(120,927)
Net loss	$ (4,835,490)	$ (3,122,647)	$ (8,819,094)	$ (6,502,345)
Net loss per share - basic and diluted	$ (0.64)	$ (1.29)	$ (1.18)	$ (2.65)
Weighted average common shares outstanding - basic and diluted	7,497,433	2,423,370	7,497,433	2,450,000

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net loss	$ (8,819,094)	$ (6,502,345)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense		122,753
Share-based compensation	578,802	30,619
Depreciation	11,041	1,810
Write-off of deferred financing costs		1,901
Changes in operating assets and liabilities
Prepaid expenses	310,714	46,393
Accounts payable	765,198	642,054
Accrued expenses	(66,484)	898,675
Other non-current assets	(26,880)
Net cash used in operating activities	(7,246,703)	(4,758,140)
Cash flows from investing activities:
Purchase of property and equipment	(15,132)
Net cash used in investing activities	(15,132)
Cash flows from financing activities:
Costs associated with the issuance of common stock	(38,747)
Deferred financing costs		(67,675)
Proceeds from convertible notes payable		5,500,000
Net cash (used in) provided by financing activities	(38,747)	5,432,325
Net (decrease) increase in cash and cash equivalents	(7,300,582)	674,185
Cash and cash equivalents, beginning of period	15,644,355	1,834,018
Cash and cash equivalents, end of period	$ 8,343,773	2,508,203
Supplemental non-cash financing transactions:
Accretion of issuance costs on Series A Convertible Redeemable Preferred stock		7,420
Accretion of issuance costs on Series B Convertible Redeemable Preferred stock		$ 18,254

Nature of Operations and Basis

Nature of Operations and Basis of Presentation	6 Months Ended
	Jun. 30, 2018
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Nature of Operations and Basis of Presentation	1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Business Acer Therapeutics Inc., a Delaware corporation (the “Company”), formerly known as Opexa Therapeutics, Inc. (the “Registrant”), is a pharmaceutical company focused on the acquisition, development, and commercialization of therapies for patients with serious rare and ultra-rare diseases with critical unmet medical need. The Company’s late-stage clinical pipeline includes two candidates for severe genetic disorders: EDSIVO™ (celiprolol) for vascular Ehlers-Danlos syndrome (“vEDS”), and ACER-001 (a fully taste-masked, immediate release formulation of sodium phenylbutyrate) for urea cycle disorders (“UCD”) and Maple Syrup Urine Disease (“MSUD”). There are no FDA-approved drugs for vEDS and MSUD and limited options for UCD, which collectively impact approximately 7,000 patients in the United States. The Company’s products have clinical proof-of-concept and mechanistic differentiation, and it intends to seek approval for them in the U.S. by using the regulatory pathway established under section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act, or FFDCA, that allows an applicant to rely at least in part on third-party data for approval, which may expedite the preparation, submission, and approval of a marketing application. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. The Company has not generated any product revenue to date and may never generate any product revenue in the future. Merger and Reverse Stock Split On September 19, 2017, the Registrant completed its business combination with Acer Therapeutics Inc., a Delaware corporation (“Private Acer”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of June 30, 2017, by and among the Registrant, Opexa Merger Sub, Inc. (“Merger Sub”) and Private Acer (the “Merger Agreement”), 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”). This transaction was approved by the Registrant’s stockholders at a special meeting of its stockholders on September 19, 2017. Also on September 19, 2017, in connection with, and prior to the completion of, the Merger, the Registrant effected a 1-for-10.355527 reverse stock split of its then outstanding common stock (the “Reverse Split”) and immediately following the Merger, the Registrant changed its name to “Acer Therapeutics Inc.” pursuant to amendments to its certificate of formation filed with the Texas Secretary of State on September 19, 2017. All share numbers have been adjusted to reflect the Reverse Split. Following the completion of the Merger, the business conducted by the Registrant became primarily the business conducted by Private Acer, which is a pharmaceutical company that acquires, develops and intends to commercialize therapies for patients with serious rare and ultra-rare diseases with critical unmet medical need. Delaware Reincorporation and Subsidiary Merger On May 15, 2018, the Company changed its state of incorporation from the State of Texas to the State of Delaware (the “Reincorporation”) pursuant to a plan of conversion, dated May 15, 2018. The Company filed the following instruments on May 15, 2018 to effect the Reincorporation: (i) a certificate of conversion with the Texas Secretary of State; (ii) a certificate of conversion with the Delaware Secretary of State; and (iii) a certificate of incorporation with the Delaware Secretary of State. Pursuant to the plan of conversion, the Company also adopted new bylaws, which became effective with the Reincorporation. The Reincorporation was approved by the Company’s stockholders at its annual meeting on May 14, 2018. Immediately following the Reincorporation, the Company eliminated its holding company structure by merging its wholly-owned subsidiary Private Acer with and into the Company (the “Subsidiary Merger”). The Company was the surviving corporation in connection with the Subsidiary Merger. As the Delaware certificate of incorporation used the placeholder name of “Acer Reincorporation, Inc.” due to “Acer Therapeutics Inc.” already being in existence in Delaware as Private Acer, in connection with the Subsidiary Merger the Company changed its name to “Acer Therapeutics Inc.” pursuant to a certificate of ownership and merger filed with the Delaware Secretary of State on May 15, 2018. As a result of the reincorporation, the par value of the Company’s common stock was reduced to $0.0001 from $0.01. Basis of Presentation Accounting principles generally accepted in the United States require that a company whose security holders retain the majority voting interest in the combined business be treated as the acquirer for financial reporting purposes. Accordingly, the Merger was accounted for as a reverse acquisition whereby Private Acer was treated as the acquirer for accounting and financial reporting purposes. Private Acer was incorporated on December 26, 2013, as part of a reorganization whereby Acer Therapeutics, LLC was converted into a corporation organized under the laws of the State of Delaware. The accompanying consolidated financial statements are of (i) Private Acer up to September 18, 2017, (ii) the Registrant and its wholly-owned subsidiary Private Acer for the period beginning on September 19, 2017, and (iii) the Registrant for the period beginning on May 15, 2018. All intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). Going Concern Uncertainty The accompanying financial statements for the three and six months ended June 20, 2018, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has experienced recurring losses since inception and expects to continue to incur losses for the foreseeable future as it continues its development of, and seeks marketing approvals for, its product candidates. The Company has historically relied on raising capital to finance its operations and may continue to rely on raising additional capital through public or private equity and/or debt financings in the future. There is no assurance, however, that the Company will be able to raise sufficient capital to fund its operations on terms that are acceptable, or that its operations will ever be profitable. Subsequent to quarter-end, on August 3, 2018, the Company completed a $46.0 million underwritten public offering, as described in Note 8 to these interim financial statements. As a result, the Company believes that its cash and cash equivalents currently on hand are sufficient to fund its anticipated operating and capital requirements into the first half of 2020.

Significant Accounting Polices

Significant Accounting Polices	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Significant Accounting Polices	2. SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are described in Note 2, “Significant Accounting Policies,” in its 2017 Annual Report on Form 10-K. Share-Based Compensation The Company records share-based payments at fair value. The measurement date for compensation expense related to employee awards is generally the date of the grant. The measurement date for compensation expense related to nonemployee awards is generally the date that the performance of the awards is completed and, until such time, the fair value of the awards is remeasured at the end of each reporting period. Accordingly, the ultimate expense is not fixed until such awards are vested. The fair value of awards, net of expected forfeitures, is recognized as an expense in the statement of operations over the requisite service period, which is generally the vesting period. The fair value of options is calculated using the Black-Scholes option pricing model. This option valuation model requires the use of assumptions including, among others, the volatility of stock price, the expected term of the option, and the risk-free interest rate. The following assumptions were used to estimate the fair value of stock options granted during the six-month period ending June 30, 2018 using the Black-Scholes option pricing model. No options were granted during the three-month period ending June 30, 2017: 2018 Risk-free interest rate 2.35% - 2.98% Expected life (years) 6.25 Volatility 60% Dividend rate 0% Use of Estimates The Company’s accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates having relatively higher significance include the accounting for acquisitions, stock-based compensation, and income taxes. Actual results could differ from those estimates and changes in estimates may occur. Basic and Diluted Net Loss per Common Share Basic and diluted net loss per common share is computed by dividing net loss in each period by the weighted average number of shares of common stock outstanding during such period. For the periods presented, common stock equivalents, consisting of options, convertible redeemable preferred stock and warrants, were not included in the calculation of the diluted loss per share because to do so would be anti-dilutive. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350)

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2018
Property Plant And Equipment [Abstract]
Property and Equipment	3. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Computer hardware and software $ 27,908 $ 16,555 Leasehold improvements 7,648 7,968 Furniture and fixtures 46,602 42,503 Subtotal property and equipment, gross 82,158 67,026 Less accumulated depreciation (15,083 ) (4,042 ) Property and equipment, net $ 67,075 $ 62,984

Accrued Expenses

Accrued Expenses	6 Months Ended
	Jun. 30, 2018
Accounts Payable And Accrued Liabilities Current [Abstract]
Accrued Expenses	4. ACCRUED EXPENSES Accrued expenses consisted of the following at June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Accrued license fees $ 795,000 $ 817,578 Accrued pre-commercial costs 322,418 341,159 Accrued consulting 210,515 102,156 Accrued contract research 187,915 99,140 Accrued miscellaneous expenses 157,861 73,348 Accrued contract manufacturing 90,054 218,108 Accrued audit and tax 88,540 111,250 Accrued legal 18,544 174,592 $ 1,870,847 $ 1,937,331

Commitments

Commitments	6 Months Ended
	Jun. 30, 2018
Commitments And Contingencies [Abstract]
Commitments	5. COMMITMENTS Litigation From time to time, the Company may become involved in litigation or proceedings relating to claims arising from the ordinary course of business. On September 27, 2017, Piper Jaffray & Co. (“Piper”) filed a lawsuit against Private Acer, Piper Jaffray & Co. v. Acer Therapeutics Inc., Index No. 656055/2017, in the Supreme Court of the State of New York, County of New York. The complaint alleges that Private Acer breached its obligations to Piper pursuant to an August 30, 2016 engagement letter between the parties and an April 28, 2017 addendum thereto by failing to pay Piper (i) a fee of $1,097,207 in connection with the financing which closed on September 19, 2017 for aggregate consideration of approximately $15.7 million and (ii) $67,496 in reimbursement for expenses incurred by Piper pursuant to the engagement letter. On November 10, 2017, Private Acer filed an answer and counterclaim in the lawsuit, denying Piper breach of contract allegation, asserting several defenses, and bringing several counterclaims, including claims for breach of contract and breach of the duty of good faith and fair dealing. Piper filed a reply to the counterclaims denying the essential allegations, and discovery has commenced. The Company has not recorded a liability as of June 30, 2018, because a potential loss is not probable or reasonably estimable given the preliminary nature of the proceedings. Newton Lease The Company entered into a Lease Agreement effective March 6, 2018 (the “Newton Lease”) with Commonwealth Development LLC, as trustee of the Gateway Realty Trust (the “Newton Landlord”). Pursuant to the Newton Lease, the Company has leased certain premises consisting of 2,760 square feet of office space located at One Gateway Center, Suite 351, 300 Washington Street, Newton, Massachusetts (the “Newton Premises”) to serve as its corporate headquarters. The term of the Newton Lease commences on October 1, 2018 and expires on September 30, 2021. The Company currently occupies the Newton Premises as a subtenant pursuant to a Sublease, dated October 16, 2017, which expires on September 30, 2018. The Newton Lease provides for base rent as follows: Month of Term Under Newton Lease Monthly Base Rent 1 to 12 $ 8,480 13 to 24 $ 8,710 25 to 36 $ 8,940 The Company’s total commitment for rent under the full term of the Newton Lease is $313,560. In addition, the Company is required to share in certain taxes and operating expenses of the Newton Premises. Upon execution of the Newton Lease, the Company made a security deposit of $17,880 to the Newton Landlord, which was in addition to the deposit of $13,648, for the existing sublease which will be returned to the Company in September 2018. Bend Lease The Company entered into a Triple Net Lease (the “Bend Lease”) effective April 1, 2018 with Eastern Western Corp. (the “Bend Landlord”). Pursuant to the Bend Lease, the Company has leased certain premises consisting of 2,288 square feet of office space located at 1000 NW Wall Street, Suite 220, Bend, Oregon (the “Bend Premises”) to serve as a satellite facility. The term of the Bend Lease commenced on April 1, 2018 and expires on March 31, 2021 (the “Bend Term”). The Company has an option to extend the Bend Term for up to two additional periods of three years and a right of first refusal to lease an additional suite in the same building. The Bend Lease provides for base rent as follows: Month of Term Under Bend Lease Monthly Base Rent 1 to 12 $ 4,004 13 to 24 $ 4,124 25 to 36 $ 4,248 The Company’s total remaining commitment at June 30, 2018 for rent under the Bend Lease is $136,500. In addition, the Company is required to share in certain taxes and operating expenses of the Bend Premises. Upon execution of the Bend Lease, the Company delivered a $2,500 security deposit to the Bend Landlord.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Stockholders' Equity	6. STOCKHOLDERS’ EQUITY 2018 Stock Incentive Plan The Company’s 2018 Stock Incentive Plan (the “2018 Plan”), adopted on May 14, 2018, provides for the grant of up to 500,000 shares of common stock as stock options, restricted stock, stock appreciation rights, restricted stock units, performance-based awards and cash-based awards that may be settled in cash, stock or other property to employees, executive officers, directors, and consultants. In addition to the 500,000 shares, the total number of shares reserved for issuance under the 2018 Plan also consists of the sum of the number of shares subject to outstanding awards under the Company’s 2010 Stock Incentive Plan, as amended and restated (the “2010 Plan”), and the 2013 Stock Incentive Plan, as amended (the “2013 Plan”), as of the effective date of the 2018 Plan that are subsequently forfeited or terminated for any reason prior to being exercised or settled, plus the number of shares subject to vesting restrictions under the 2010 Plan and the 2013 Plan on the effective date of the 2018 Plan that are subsequently forfeited, plus the number of shares reserved but not issued or subject to outstanding grants under the 2010 Plan and the 2013 Plan as of the effective date of the 2018 Plan, up to a maximum of 635,170 shares in aggregate. In addition, the number of shares that have been authorized for issuance under the 2018 Plan is automatically increased on the first day of each fiscal year beginning on January 1, 2019, and ending on (and including) January 1, 2028, in an amount equal to the lesser of (i) 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (ii) another amount (including zero) determined by the Company’s Board. Any shares subject to awards granted under the 2018 Plan that are forfeited or terminated before being exercised or settled, or are not delivered to the participant because such award is settled in cash, will again become available for issuance under the 2018 Plan. Shares withheld to satisfy the grant, exercise price or tax withholding obligation related to an award will again become available for issuance under the 2018 Plan. The 2018 Plan is administered by the Company’s Board, which may in turn delegate authority to administer the plan to a committee such as the Compensation Committee, referred to herein as the 2018 Plan administrator. Subject to the terms of the 2018 Plan, the 2018 Plan administrator will determine recipients, the number of shares or amount of cash subject to awards to be granted, whether an option is to be an incentive stock options or non-incentive stock options and the terms and conditions of the stock awards, including the period of their exercisability and vesting. Subject to the limitations set forth below, the 2018 Plan administrator will also determine the exercise price of options granted under the 2018 Plan. The 2018 Plan expressly provides that, without the approval of the stockholders, the 2018 Plan administrator does not have the authority to reduce the exercise price of any outstanding stock options or stock appreciation rights under the 2018 Plan (except in connection with certain corporate transactions, such as stock splits, certain dividends, recapitalizations, reorganizations, mergers, spin-offs and the like), or cancel any outstanding underwater stock options or stock appreciation rights in exchange for cash or new stock awards under the 2018 Plan. Option awards are generally granted with an exercise price equal to the fair value of the common stock at the date of grant and have contractual terms of 10 years. Stock options granted to executive officers and employees vest over a four-year period, with 25% vesting on the one-year anniversary of the grant date and the remaining 75% vesting quarterly over the remaining three years, assuming continued service, and with vesting acceleration in full immediately prior to a change in control. At June 30, 2018, 457,072 shares of common stock remained available for the grant of future awards under the 2018 Plan. 2010 Stock Incentive Plan The Company’s 2010 Plan provides for the grant of up to 470,170 shares of common stock as incentive or non-qualified stock options, stock appreciation rights, restricted stock units and/or restricted common stock to employees, officers, directors, consultants and advisers. Option awards are generally granted with an exercise price equal to the fair value of the common stock at the date of grant and have contractual terms of 10 years. At June 30, 2018, all shares available under the 2010 Plan were subject to outstanding equity awards, and the Company does not intend to make any new awards under the 2010 Plan. 2013 Stock Incentive Plan Private Acer’s 2013 Plan, as amended, which was assumed by the Company in connection with the Merger, provides for the issuance of up to 165,000 shares of common stock as incentive or non-qualified stock options and/or restricted common stock to employees, officers, directors, consultants and advisers. Option awards are generally granted with an exercise price equal to the fair value of the common stock at the date of grant and have contractual terms of 10 years. At June 30, 2018, all shares available under the 2013 Plan were subject to outstanding equity awards, and the Company does not intend to make any new awards under the 2013 Plan. A summary of option activity under the 2018 Plan, 2010 Plan and 2013 Plan for the six months ended June 30, 2018, is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) Options outstanding at December 31, 2017 463,600 $ 11.23 9.5 Granted 202,500 $ 18.47 Options outstanding at June 30, 2018 666,100 $ 12.84 9.1 $ 5.7 Options exercisable at June 30, 2018 169,447 $ 4.22 8.0 $ 2.9 At June 30, 2018, there was approximately $4.1 million of unrecognized compensation expense related to the share-based compensation arrangements granted under all plans and the average remaining vesting period is 3.4 years. The weighted average grant date fair value of options granted during the six months ended June 30, 2018 was $10.77. The amount of stock-based compensation expense recorded to research and development, and general and administrative is detailed in table below: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Stock-based compensation Research and development $ 182,919 $ 8,592 $ 335,654 $ 18,385 General and administrative 143,508 6,151 243,148 12,234 $ 326,427 $ 14,743 $ 578,802 $ 30,619 Warrants A summary of warrant activity for the six months ended June 30, 2018 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (# years) Intrinsic Value Outstanding and exercisable at December 31, 2017 317,630 $ 123.61 0.54 — Canceled/forfeited (306,656 ) $ 135.58 Outstanding and exercisable at June 30, 2018 10,974 $ 124.27 0.28 — On January 23, 2018, all outstanding and unexercised Series J warrants to purchase an aggregate of 2,942 shares of common stock expired. On January 29, 2018, all outstanding and unexercised Series K warrants to purchase an aggregate of 2,262 shares of common stock expired. On April 9, 2018, all outstanding and unexercised Series M warrants to purchase an aggregate of 301,452 shares of common stock expired.

Net Loss Per Share

Net Loss Per Share	6 Months Ended
	Jun. 30, 2018
Earnings Per Share [Abstract]
Net Loss Per Share	7. NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding. Diluted net loss per share is computed similarly to basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted net loss per share is the same as basic net loss per common share, since the effects of potentially dilutive securities are antidilutive. As of June 30, 2018 and 2017, the number of shares of common stock underlying potentially dilutive securities include: June 30, 2018 2017 Convertible redeemable preferred stock — 1,608,654 Convertible promissory notes — 188,593 Warrants 10,974 — Options to purchase common stock 666,100 122,000 Total 677,074 1,919,247

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	8. SUBSEQUENT EVENTS On August 3, 2018, the Company completed an underwritten public offering of 2,555,555 shares of common stock, including 333,333 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares to cover over-allotments, at a public offering price of $18.00 per share. The Company received aggregate net proceeds of approximately $42.5 million, after deducting underwriting discounts, commissions and offering-related expenses of approximately $3.5 million.

Significant Accounting Polices

Significant Accounting Polices (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Share-Based Compensation	Share-Based Compensation The Company records share-based payments at fair value. The measurement date for compensation expense related to employee awards is generally the date of the grant. The measurement date for compensation expense related to nonemployee awards is generally the date that the performance of the awards is completed and, until such time, the fair value of the awards is remeasured at the end of each reporting period. Accordingly, the ultimate expense is not fixed until such awards are vested. The fair value of awards, net of expected forfeitures, is recognized as an expense in the statement of operations over the requisite service period, which is generally the vesting period. The fair value of options is calculated using the Black-Scholes option pricing model. This option valuation model requires the use of assumptions including, among others, the volatility of stock price, the expected term of the option, and the risk-free interest rate. The following assumptions were used to estimate the fair value of stock options granted during the six-month period ending June 30, 2018 using the Black-Scholes option pricing model. No options were granted during the three-month period ending June 30, 2017: 2018 Risk-free interest rate 2.35% - 2.98% Expected life (years) 6.25 Volatility 60% Dividend rate 0%
Use of Estimates	Use of Estimates The Company’s accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates having relatively higher significance include the accounting for acquisitions, stock-based compensation, and income taxes. Actual results could differ from those estimates and changes in estimates may occur.
Basic and Diluted Net Loss per Common Share	Basic and Diluted Net Loss per Common Share Basic and diluted net loss per common share is computed by dividing net loss in each period by the weighted average number of shares of common stock outstanding during such period. For the periods presented, common stock equivalents, consisting of options, convertible redeemable preferred stock and warrants, were not included in the calculation of the diluted loss per share because to do so would be anti-dilutive.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350)

Significant Accounting Police15

Significant Accounting Polices (Tables)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Schedule of Estimate Fair Value of Stock Options Granted	The following assumptions were used to estimate the fair value of stock options granted during the six-month period ending June 30, 2018 using the Black-Scholes option pricing model. No options were granted during the three-month period ending June 30, 2017: 2018 Risk-free interest rate 2.35% - 2.98% Expected life (years) 6.25 Volatility 60% Dividend rate 0%

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2018
Property Plant And Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consisted of the following at June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Computer hardware and software $ 27,908 $ 16,555 Leasehold improvements 7,648 7,968 Furniture and fixtures 46,602 42,503 Subtotal property and equipment, gross 82,158 67,026 Less accumulated depreciation (15,083 ) (4,042 ) Property and equipment, net $ 67,075 $ 62,984

Accrued Expenses (Tables)

Accrued Expenses (Tables)	6 Months Ended
	Jun. 30, 2018
Accounts Payable And Accrued Liabilities Current [Abstract]
Schedule of Accrued Expenses	Accrued expenses consisted of the following at June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Accrued license fees $ 795,000 $ 817,578 Accrued pre-commercial costs 322,418 341,159 Accrued consulting 210,515 102,156 Accrued contract research 187,915 99,140 Accrued miscellaneous expenses 157,861 73,348 Accrued contract manufacturing 90,054 218,108 Accrued audit and tax 88,540 111,250 Accrued legal 18,544 174,592 $ 1,870,847 $ 1,937,331

Commitments (Tables)

Commitments (Tables)	6 Months Ended
	Jun. 30, 2018
Newton Lease
Loss Contingencies [Line Items]
Summary of Lease Base Rent	The Newton Lease provides for base rent as follows: Month of Term Under Newton Lease Monthly Base Rent 1 to 12 $ 8,480 13 to 24 $ 8,710 25 to 36 $ 8,940
Bend Lease
Loss Contingencies [Line Items]
Summary of Lease Base Rent	The Bend Lease provides for base rent as follows: Month of Term Under Bend Lease Monthly Base Rent 1 to 12 $ 4,004 13 to 24 $ 4,124 25 to 36 $ 4,248

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Summary of Option Activity under 2010 Plan and 2013 Plan	A summary of option activity under the 2018 Plan, 2010 Plan and 2013 Plan for the six months ended June 30, 2018, is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) Options outstanding at December 31, 2017 463,600 $ 11.23 9.5 Granted 202,500 $ 18.47 Options outstanding at June 30, 2018 666,100 $ 12.84 9.1 $ 5.7 Options exercisable at June 30, 2018 169,447 $ 4.22 8.0 $ 2.9
Summary of Stock-Based Compensation Expense	The amount of stock-based compensation expense recorded to research and development, and general and administrative is detailed in table below: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Stock-based compensation Research and development $ 182,919 $ 8,592 $ 335,654 $ 18,385 General and administrative 143,508 6,151 243,148 12,234 $ 326,427 $ 14,743 $ 578,802 $ 30,619
Summary of Warrant Activity	A summary of warrant activity for the six months ended June 30, 2018 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (# years) Intrinsic Value Outstanding and exercisable at December 31, 2017 317,630 $ 123.61 0.54 — Canceled/forfeited (306,656 ) $ 135.58 Outstanding and exercisable at June 30, 2018 10,974 $ 124.27 0.28 —

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2018
Earnings Per Share [Abstract]
Schedule of Number of Shares of Common Stock Underlying Potentially Dilutive Securities	As of June 30, 2018 and 2017, the number of shares of common stock underlying potentially dilutive securities include: June 30, 2018 2017 Convertible redeemable preferred stock — 1,608,654 Convertible promissory notes — 188,593 Warrants 10,974 — Options to purchase common stock 666,100 122,000 Total 677,074 1,919,247

Nature of Operations and Basi21

Nature of Operations and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Millions	Aug. 03, 2018USD ($)	Sep. 19, 2017	Jun. 30, 2018Patient$ / shares	May 15, 2018$ / shares	May 14, 2018$ / shares	Dec. 31, 2017$ / shares
Organization Consolidation and Presentation of Financial Statement [Line Items]
Number of patients impacted | Patient			7,000
Common stock, par value			$ 0.0001		$ 0.01	$ 0.01
Subsequent Event | Underwritten Public Offering
Organization Consolidation and Presentation of Financial Statement [Line Items]
Stock issued under underwritten public offering, value | $	$ 46
Merger of Private Acer with Opexa Merger Sub Incorporation
Organization Consolidation and Presentation of Financial Statement [Line Items]
Business combination date of completion		Sep. 19, 2017
Business combination date of agreement		Jun. 30, 2017
Reverse stock split ratio		0.09656678989
Delaware Reincorporation and Subsidiary Merger
Organization Consolidation and Presentation of Financial Statement [Line Items]
State of incorporation description			On May 15, 2018, the Company changed its state of incorporation from the State of Texas to the State of Delaware (the “Reincorporation”) pursuant to a plan of conversion, dated May 15, 2018. The Company filed the following instruments on May 15, 2018 to effect the Reincorporation: (i) a certificate of conversion with the Texas Secretary of State; (ii) a certificate of conversion with the Delaware Secretary of State; and (iii) a certificate of incorporation with the Delaware Secretary of State. Pursuant to the plan of conversion, the Company also adopted new bylaws, which became effective with the Reincorporation. The Reincorporation was approved by the Company’s stockholders at its annual meeting on May 14, 2018. Immediately following the Reincorporation, the Company eliminated its holding company structure by merging its wholly-owned subsidiary Private Acer with and into the Company (the “Subsidiary Merger”). The Company was the surviving corporation in connection with the Subsidiary Merger. As the Delaware certificate of incorporation used the placeholder name of “Acer Reincorporation, Inc.” due to “Acer Therapeutics Inc.” already being in existence in Delaware as Private Acer, in connection with the Subsidiary Merger the Company changed its name to “Acer Therapeutics Inc.” pursuant to a certificate of ownership and merger filed with the Delaware Secretary of State on May 15, 2018. As a result of the reincorporation, the par value of the Company’s common stock was reduced to $0.0001 from $0.01.
Date Of Reincorporation			May 15, 2018
Common stock, par value				$ 0.0001

Significant Accounting Police22

Significant Accounting Polices - Additional Information (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2018
Accounting Policies [Abstract]
Options granted	0	202,500

Significant Accounting Police23

Significant Accounting Polices - Schedule of Estimate Fair Value of Stock Options Granted (Details)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Risk-free interest rate, minimum	2.35%
Risk-free interest rate, maximum	2.98%
Expected life (years)	6 years 3 months
Volatility	60.00%
Dividend rate	0.00%

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 82,158	$ 67,026
Less accumulated depreciation	(15,083)	(4,042)
Property and equipment, net	67,075	62,984
Computer Hardware and Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	27,908	16,555
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	7,648	7,968
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 46,602	$ 42,503

Accrued Expenses - Schedule of

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Accounts Payable And Accrued Liabilities Current [Abstract]
Accrued license fees	$ 795,000	$ 817,578
Accrued pre-commercial costs	322,418	341,159
Accrued consulting	210,515	102,156
Accrued contract research	187,915	99,140
Accrued miscellaneous expenses	157,861	73,348
Accrued contract manufacturing	90,054	218,108
Accrued audit and tax	88,540	111,250
Accrued legal	18,544	174,592
Accrued expenses	$ 1,870,847	$ 1,937,331

Commitments - Additional Inform

Commitments - Additional Information (Details)	Sep. 27, 2017USD ($)	Jun. 30, 2018USD ($)Term	Apr. 01, 2018ft²	Mar. 06, 2018ft²
Newton Lease
Loss Contingencies [Line Items]
Lease agreement date		Mar. 6, 2018
Square feet of office space leased | ft²				2,760
Lease commencement date		Oct. 1, 2018
Lease expiration date		Sep. 30, 2021
Sublease commencement date		Oct. 16, 2017
Sublease expiration date		Sep. 30, 2018
Total commitment for rent		$ 313,560
Security deposit		17,880
Sub Lease
Loss Contingencies [Line Items]
Security deposit		$ 13,648
Bend Lease
Loss Contingencies [Line Items]
Lease agreement date		Apr. 1, 2018
Square feet of office space leased | ft²			2,288
Lease commencement date		Apr. 1, 2018
Lease expiration date		Mar. 31, 2021
Security deposit		$ 2,500
Maximum additional periods of option to extend the bend term | Term		2
Option to extend bend term for duration period		3 years
Total remaining commitment for rent		$ 136,500
Pending Litigation | Piper Jaffray & Co. | Private Acer
Loss Contingencies [Line Items]
Loss contingency payable fees	$ 1,097,207
Loss contingency closing date	Sep. 19, 2017
Financing aggregate consideration	$ 15,700,000
Reimbursement expenses	$ 67,496

Commitments - Newton Lease Base

Commitments - Newton Lease Base Rent (Details) - Newton Lease	Jun. 30, 2018USD ($)
Loss Contingencies [Line Items]
Month of Term Under Newton Lease, 1 to 12	$ 8,480
Month of Term Under Newton Lease, 13 to 24	8,710
Month of Term Under Newton Lease, 25 to 36	$ 8,940

Commitments - Bend Lease Base R

Commitments - Bend Lease Base Rent (Details) - Bend Lease	Jun. 30, 2018USD ($)
Loss Contingencies [Line Items]
Month of Term Under Bend Lease, 1 to 12	$ 4,004
Month of Term Under Bend Lease, 13 to 24	4,124
Month of Term Under Bend Lease, 25 to 36	$ 4,248

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	May 14, 2018	Apr. 09, 2018	Jan. 29, 2018	Jan. 23, 2018	Sep. 19, 2017	Jun. 30, 2018	Dec. 31, 2017
Stockholders Equity [Line Items]
Number of share outstanding						666,100	463,600
Unrecognized compensation expense						$ 4.1
Share based compensation arrangement by share based payment award, Average remaining vesting period						3 years 4 months 24 days
Weighted average grant date fair value of options granted						$ 10.77
Series J Warrants
Stockholders Equity [Line Items]
Warants expired for aggregate share of common stock to purrchase				2,942
Series K Warrants
Stockholders Equity [Line Items]
Warants expired for aggregate share of common stock to purrchase			2,262
Series M Warrants
Stockholders Equity [Line Items]
Warants expired for aggregate share of common stock to purrchase		301,452
2018 Stock Incentive Plan
Stockholders Equity [Line Items]
Number of common stock authorized for issuance	500,000
Share-based compensation arrangement by share-based payment award, description						In addition, the number of shares that have been authorized for issuance under the 2018 Plan is automatically increased on the first day of each fiscal year beginning on January 1, 2019, and ending on (and including) January 1, 2028, in an amount equal to the lesser of (i) 4% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, or (ii) another amount (including zero) determined by the Company’s Board. Any shares subject to awards granted under the 2018 Plan that are forfeited or terminated before being exercised or settled, or are not delivered to the participant because such award is settled in cash, will again become available for issuance under the 2018 Plan. Shares withheld to satisfy the grant, exercise price or tax withholding obligation related to an award will again become available for issuance under the 2018 Plan.
Share-based compensation arrangement by share-based payment award, expiration date						Jan. 1, 2028
Share-based compensation arrangement by share-based payment award, percentage of outstanding our common stock						4.00%
Options contractual term	10 years
Available for the grant of future awards						457,072
2018 Stock Incentive Plan | Executive Officers and Employees
Stockholders Equity [Line Items]
Share-based compensation arrangement by share-based payment award, stock options vesting period	4 years
2018 Stock Incentive Plan | Executive Officers and Employees | One-year Anniversary of the Grant Date
Stockholders Equity [Line Items]
Share-based compensation arrangement by share-based payment award, Vesting percentageShare-based compensation arrangement by share-based payment award, Vesting percentage	25.00%
2018 Stock Incentive Plan | Executive Officers and Employees | Quarterly over Remaining Three Years
Stockholders Equity [Line Items]
Share-based compensation arrangement by share-based payment award, Vesting percentageShare-based compensation arrangement by share-based payment award, Vesting percentage	75.00%
2010 and 2013 Stock Incentive Plan | Maximum
Stockholders Equity [Line Items]
Number of share outstanding	635,170
2010 Stock Incentive Plan
Stockholders Equity [Line Items]
Number of common stock authorized for issuance					470,170
Options contractual term					10 years
2013 Stock Incentive Plan
Stockholders Equity [Line Items]
Number of common stock authorized for issuance					165,000
Options contractual term					10 years

Stockholders' Equity - Summary

Stockholders' Equity - Summary of Option Activity under 2010 Plan and 2013 Plan (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Jun. 30, 2018	Dec. 31, 2017
Options
Number of Shares, Options outstanding at beginning of period		463,600
Number of Shares, Options granted	0	202,500
Number of Shares, Options outstanding at end of period		666,100	463,600
Number of Shares, Options exercisable at end of period		169,447
Weighted Average Exercise Price, Options
Weighted Average Exercise Price, Options outstanding at beginning of period		$ 11.23
Weighted Average Exercise Price, Options granted		18.47
Weighted Average Exercise Price, Options outstanding at end of period		12.84	$ 11.23
Weighted Average Exercise Price, Options exercisable at end of period		$ 4.22
Weighted Average Remaining Contract Term, Options
Weighted Average Remaining Contractual Term, Options outstanding at beginning of period		9 years 1 month 6 days	9 years 6 months
Weighted Average Remaining Contractual Term, Options exercisable at end of period		8 years
Aggregate Intrinsic Value, Options outstanding at end of period		$ 5.7
Aggregate Intrinsic Value, Options excersiable at end of period		$ 2.9

Stockholders' Equity - Summar31

Stockholders' Equity - Summary of Stock-Based Compensation Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Stockholders Equity [Line Items]
Stock-based compensation	$ 326,427	$ 14,743	$ 578,802	$ 30,619
Research and Development
Stockholders Equity [Line Items]
Stock-based compensation	182,919	8,592	335,654	18,385
General and Administrative
Stockholders Equity [Line Items]
Stock-based compensation	$ 143,508	$ 6,151	$ 243,148	$ 12,234

Stockholders' Equity - Summar32

Stockholders' Equity - Summary of Warrant Activity (Details) - Warrants - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Class Of Warrant Or Right [Line Items]
Number of Shares, Outstanding at beginning of period	317,630
Number of Shares, Options Caneled/forfeited	(306,656)
Number of Shares, Outstanding at end of period	10,974	317,630
Weighted Average Exercise Price, Warrants
Weighted Average Exercise Price, Outstanding at beginning of period	$ 123.61
Weighted Average Exercise Price, Options Canceled/forfeited	135.58
Weighted Average Exercise Price, Outstanding at end of period	$ 124.27	$ 123.61
Weighted Average Remaining Contract Term, Warrants
Weighted Average Remaining Contract Term, Outstanding at beginning of period		6 months 14 days
Weighted Average Remaining Contract Term, Exercisable at beginning of period	3 months 11 days
Intrinsic Value, Warrants
Intrinsic Value, Outstanding at beginning of period	$ 0
Intrinsic Value, Outstanding at end of period		$ 0
Intrinsic Value, Exercisable at end of period	$ 0

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Number of Shares of Common Stock Underlying Potentially Dilutive Securities (Details) - shares	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock dilutive securities	677,074	1,919,247
Convertible Promissory Notes
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock dilutive securities		188,593
Convertible redeemable preferred stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock dilutive securities		1,608,654
Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock dilutive securities	10,974
Options to purchase common stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock dilutive securities	666,100	122,000

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - Subsequent Event $ / shares in Units, $ in Millions	Aug. 03, 2018USD ($)$ / sharesshares
Subsequent Event [Line Items]
Stock issued during period, shares, new issues | shares	2,555,555
Public offering price per share | $ / shares	$ 18
Proceeds from issuance initial public offering, after deduction underwriting discounts, commissions | $	$ 42.5
Payments for underwriting expense | $	$ 3.5
Underwritten Public Offering
Subsequent Event [Line Items]
Stock issued during period, shares, new issues | shares	333,333