UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A12B/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.
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(Exact name of registrant as specified in its charter)
Texas 76-0333165
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2635 N. Crescent Ridge Drive The Woodlands, TX 77381
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(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 Stock Market LLC
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
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Lynne Hohlfeld, Chief Financial Officer