Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 12, 2009, Opexa Therapeutics, Inc. (the "Company") filed Articles of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Texas to reduce the par value of its common stock from $0.50 per share to $0.01 per share (the "Amendment"). The Amendment was effective upon filing, and was approved by a majority of the Company's shareholders at the annual meeting held the day prior. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

On November 11, 2009, the Company's Board of Directors amended Section 7.1 of the Amended and Restated Bylaws of the Company (the "Bylaws") to remove the prohibition that the same individual may not hold the offices of President and Secretary. As previously disclosed, the Company's President and Chief Executive Officer, Neil K. Warma, is currently the acting Secretary.

The Board also amended Article 9 of the Bylaws to reflect the Board's prior authorization in 2007 to permit the issuance and transfer of shares of the Company's common stock in uncertificated form. The previous Bylaw provision did not provide for uncertificated shares. This amendment brings the Bylaws in compliance with the NASDAQ Stock Market requirement that all listed securities be eligible for a direct registration system, such as the direct registration system administered by The Depository Trust Company.

A copy of the Bylaws, as amended and restated to reflect the foregoing amendments, is attached hereto as Exhibit 3.2 and is incorporated herein by reference. The foregoing summary is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description

3.1 Articles of Amendment to the Amended and Restated Articles of Incorporation of Opexa Therapeutics, Inc.

3.2 Amended and Restated Bylaws of Opexa Therapeutics, Inc.

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