Opexa Therapeutics Closes Private Note Offering

  Opexa Therapeutics Closes Private Note Offering

Business Wire

THE WOODLANDS, Texas -- January 23, 2013

Opexa Therapeutics, Inc. (NASDAQ: OPXA), a biotechnology company developing a
novel T-cell therapy for multiple sclerosis (MS), today announced the closing
of a private offering ofunsecured convertible promissory notes and
warrantsto purchase shares of common stock for gross proceeds of $650,000.
Opexa expects to use proceeds from the financing to continue its Phase IIb
clinical study of Tcelna™ in patients with Secondary Progressive MS (SP-MS)
and general corporate purposes. Participating in the financing were new
investors and existing shareholders, including a member of Opexa’s Board of

The notes mature on January 23, 2014 and accrueinterest at the rate of 12%
per annum, compounded annually. Interest is payable quarterly in cash
beginning March 31, 2013. Fifty percent of the initial principal amount of the
notes is payable by the Company to the investors following the receipt of an
aggregate of at least $5 million in proceeds from the sale of the Company’s
equity securities and/or the Company achieves certain strategic funding
milestones to allow the Company to continue its clinical trial program. The
remaining balance of the notes is payable by the Company to the investors
following the receipt of an aggregate of at least $7.5 million in proceeds
from the same sources as described above. The notes can be converted into
common stock at any time at the option of the investors at a price of
approximately $1.30, subject to certain limitations.

Thewarrants have an exercise price of $1.24 per share, a five-year term and
are exercisable foran aggregate of 243,750 shares of the Company’s common
stock, subject to certain limitations. The Company can redeem the warrants at
$0.01 per share if the Company’s common stock closes at or above $10.00 per
share for 20 consecutive trading days.

About Opexa

Opexa Therapeutics, Inc. is dedicated to the development of patient-specific
cellular therapies for the treatment of autoimmune diseases such as MS. The
Company’s leading therapy, Tcelna^TM, a personalized cellular immunotherapy
treatment, is in clinical development targeting both SP-MS and Relapsing
Remitting MS. Tcelna is derived from T-cells isolated from peripheral blood,
expanded ex vivo and reintroduced into the patients via subcutaneous
injections. This process triggers a potent immune response against specific
subsets of autoreactive T-cells known to attack myelin and, thereby, reduces
the risk of relapse over time.

For more information, visit the Company’s website at

Cautionary Statement Relating to Forward - Looking Information for the Purpose
of "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of

This press release contains forward-looking statements which are made pursuant
to the safe harbor provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
The words “expects,” “believes,” “hopes,” “anticipates,” “estimates,” “may,”
“could,” “intends,” “exploring,” “enable,” “enhance,” “evaluating,”
“progressing,” “proceeding” and similar expressions are intended to identify
forward-looking statements. The forward-looking statements in this release do
not constitute guarantees of future performance. Investors are cautioned that
statements in this press release which are not strictly historical statements,
including, without limitation, statements regarding the development of the
Company’s product candidate, Tcelna, constitute forward-looking statements.
Such forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those
anticipated, including, without limitation, risks associated with: our capital
position, the rights and preferences provided to the Series A Convertible
Preferred Stock and investors in the convertible secured notes issued by the
Company in July 2012 (including a secured interest in all of our assets), the
ability of the Company to enter into and benefit from a partnering arrangement
for the Company's product candidate, Tcelna, on reasonably satisfactory terms
(if at all), our dependence (if partnered) on the resources and abilities of
any partner for the further development of Tcelna, our ability to compete with
larger, better financed pharmaceutical and biotechnology companies, new
approaches to the treatment of our targeted diseases, our expectation of
incurring continued losses, our uncertainty of developing a marketable
product, our ability to raise additional capital to continue our development
programs (including to undertake and complete any ongoing or further clinical
studies for Tcelna) including in this regard our ability to satisfy various
conditions required to access the financing potentially available under the
purchase agreements with Lincoln Park (such as the minimum closing price for
our common stock, the registration of the underlying shares of common stock
under the Securities Act of 1933, as amended, and the requirement for an
ongoing trading market for our stock), our ability to regain and maintain
compliance with NASDAQ listing standards, the success of our clinical trials,
the efficacy of Tcelna for any particular indication, such as for relapsing
remitting MS or secondary progressive MS, our ability to develop and
commercialize products, our ability to obtain required regulatory approvals,
our compliance with all Food and Drug Administration regulations, our ability
to obtain, maintain and protect intellectual property rights (including for
Tcelna), the risk of litigation regarding our intellectual property rights or
the rights of third parties, the success of third party development and
commercialization efforts with respect to products covered by intellectual
property rights that the Company may license or transfer, our limited
manufacturing capabilities, our dependence on third-party manufacturers, our
ability to hire and retain skilled personnel, our volatile stock price, and
other risks detailed in our filings with the Securities and Exchange
Commission. These forward-looking statements speak only as of the date made.
We assume no obligation or undertaking to update any forward-looking
statements to reflect any changes in expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based. You should, however, review additional disclosures we make in our
reports filed with the Securities and Exchange Commission, including our
Annual Report on Form 10-K for the year ended December 31, 2011.


Opexa Therapeutics, Inc.
Neil K. Warma
President & CEO
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