Item 8.01. Other Events.

On April 27, 2023, Acer Therapeutics Inc. (the "Company") filed a prospectus supplement relating to the offer and sale from time to time of shares (the "Shares") of its common stock, $0.0001 par value per share, with an aggregate offering price of up to $4,100,000 pursuant to the Company's existing at-the-market (ATM) facility and Amended and Restated Sales Agreement, dated March 18, 2020, among the Company, JonesTrading Institutional Services LLC and Roth Capital Partners, LLC. A copy of the opinion of Pillsbury Winthrop Shaw Pittman LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any sale of Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.       Description

 5.1          Opinion of Pillsbury Winthrop Shaw Pittman LLP.

23.1          Consent of Pillsbury Winthrop Shaw Pittman LLP (included in
            Exhibit 5.1).

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).



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