| x | ANNUAL      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|---|------------------------------------------------------------------------------------------------|

|  ̈ | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|--------|----------------------------------------------------------------------------------------------------|

|                                                       |
|------------------------------------------------------------|
| (Exact      Name of Registrant as Specified in ItsCharter) |

| Texas                                | 76-0333165               |
|--------------------------------------|--------------------------|
| (State      or Other Jurisdiction of | (IRS      Employer       |
| Incorporation      or Organization)  | Identification      No.) |

| 2635      N Crescent Ridge Drive, The Woodlands, Texas | 77381           |
|--------------------------------------------------------|-----------------|
| (Address      of Principal Executive Offices)          | (Zip      Code) |

|  ̈  Large accelerated filer |  ̈  Accelerated filer |  ̈  Non-accelerated filer                                     | þ  Smaller reporting company |
|-----------------------------------------------------|------------------------------------------|----------------------------------------------------------------------------------|-------------------------------------------------------|
|                                                |                                     |                                                                             |                                                  |
|                                                |                                     | (Do not check if a smaller reporting company) |                                                  |

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auditor’s 
consent which was inadvertentlyomitted from the Annual Report filed with the Commission on April 15,2009.

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| ITEM 15. | EXHIBITS      FINANCIAL STATEMENTSCHEDULES. |
|---------------|---------------------------------------------|

|   | 3. | List      of Exhibits |
|--------|----|-----------------------|

| Exhibit      2.1   | Stock      Purchase Agreement effective as of May 5, 2004 (incorporated by      reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K      filed June 4, 2004).                                               |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                                                                                                                              |
| Exhibit      2.2   | Agreement      and Plan of Reorganization (incorporated by reference to Exhibit 2.1 to      the Company’s Current Report on 8-K filed October 8, 2004).                                                                                     |
|               |                                                                                                                                                                                                                                              |
| Exhibit      3.1   | Articles      of Amendment and Restatement of the Articles of Incorporation      (incorporated by reference to Exhibit 3.1 to the Company’s Current Report      on Form 8-K filed on June 19, 2006).                                   |
|               |                                                                                                                                                                                                                                              |
| Exhibit      3.3   | Amended      and Restated By-laws (incorporated by reference to Exhibit 2.2 to the      Company’s Registration Statement on Form 10-SB (File No. 000-25513),      initially filed March 8, 1999).                                           |
|               |                                                                                                                                                                                                                                              |
| Exhibit      4.1   | Form      of Common Stock Certificate (incorporated by reference to Exhibit 2.3 to      the Company’s Registration Statement on Form 10-SB (File No. 000-25513),      initially filed March 8, 1999).                                  |
|               |                                                                                                                                                                                                                                              |
| Exhibit 4.2   | Form      of Series E Warrant (incorporated by reference to Exhibit 4.3 to the      Company’s Current Report on Form 8-K filed December 20,2007).                                                                                      |
|               |                                                                                                                                                                                                                                              |
| Exhibit 4.3   | Warrant      Agent Agreement for Series E Warrant (incorporated by reference to      Exhibit 4.3 to the Company’s Current Report on Form 8-K filed      February 14, 2008).                                                            |
|               |                                                                                                                                                                                                                                              |
| Exhibit 4.4   | Form      of Underwriters’ Warrant Agreement (incorporated by reference to      Exhibit 4.4 to the Company’s Current Report on Form 8-K filed      February 14, 2008).                                                           |
|               |                                                                                                                                                                                                                                              |
| Exhibit 4.5   | Form      of Underwriters’ Warrant to Acquire Warrants Agreement (incorporated by      reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K      filed February 14, 2008).                                       |
|               |                                                                                                                                                                                                                                              |
| Exhibit 10.1  | June      2004 Compensatory Stock Option Plan (incorporated by reference to Exhibit      B to the Company’s Definitive Information Statement filed on June 29,      2004).                                                                  |
|               |                                                                                                                                                                                                                                              |
| Exhibit 10.2  | Amended      and Restated Employment Agreement dated June 15, 2006, between the Company      and David McWilliams (incorporated by reference to Exhibit 10.1 to the      Company’s Quarterly Report on Form 10-QSB filed August 14,  2006). |
|               |                                                                                                                                                                                                                                              |
| Exhibit      10.3  | Amendment      to Employment Agreement dated May 9, 2008, between the Company and      David McWilliams (incorporated by reference to Exhibit 10.1 to the      Company’s Quarterly Report on Form 10-Q filed May 13,  2008).      |
|               |                                                                                                                                                                                                                                              |
| Exhibit      10.4  | Employment      Agreement dated May 9, 2008, between the Company and Lynne Hohlfeld      (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly      Report on Form 10-Q filed May 13, 2008).                                |
|               |                                                                                                                                                                                                                                              |
| Exhibit      10.5  | Employment      Agreement dated May 9, 2008, between the Company and Jim C. Williams, Ph.D      (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly      Report on Form 10-Q filed May 13, 2008).                         |
|               |                                                                                                                                                                                                                                              |
| Exhibit      10.6  | Employment      Agreement dated May 9, 2008, between the Company and Donna R. Rill      (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly      Report on Form 10-Q filed May 13, 2008).                                 |
|               |                                                                                                                                                                                                                                              |
| Exhibit      10.7  | Employment      Agreement dated June 16, 2008, between the Company and Neil K. Warma      (incorporated by reference to Exhibit 10.1 to the Company’s Current Report      on Form 8-K filed on June 18, 2008).                              |
|               |                                                                                                                                                                                                                                              |
| Exhibit 10.12 | Form      of Warrant Agreement (incorporated by reference to Exhibit 10.13 to the      Company’s Annual Report on Form 10-KSB filed April 15, 2005).                                                                                        |
|               |                                                                                                                                                                                                                                              |
| Exhibit 10.13 | License      Agreement dated September 5, 2001 between the Company and Baylor College      of Medicine (incorporated by reference to Exhibit 10.14 to the Company’s      Annual Report on Form 10-KSB filed April 15, 2005).                |
|               |                                                                                                                                                                                                                                              |
| Exhibit 10.14 | Second      Amended and Restated License Agreement with University of Chicago      (incorporated by reference to Exhibit 10.1 to the Company’s Current Report      on Form 8-K filed August 3, 2007).                                  |
|               |                                                                                                                                                                                                                                              |
| Exhibit 10.17 | Form      of Series C Common Stock Purchase Warrant (incorporated by reference to      Exhibit 10.17 to Form SB-2 filed July 19, 2005).                                                                                                      |
|               |                                                                                                                                                                                                                                              |
| Exhibit 10.18 | Securities      Purchase Agreement dated June 17, 2005 by and among the Company and the      Investors named therein (incorporated by reference to Exhibit 10.18 to      Form SB-2 filed July 19, 2005).                                     |
|               |                                                                                                                                                                                                                                              |
| Exhibit 10.19 | Registration      Rights Agreement dated June 17, 2005 by and among the purchasers of      common stock named therein (incorporated by reference to Exhibit 10.19 to      Form SB-2 filed July 19, 2005).                               |
|               |                                                                                                                                                                                                                                              |
| Exhibit 10.20 | Securities      Purchase Agreement dated June 30, 2005 by and among the Company and the      purchasers of common stock named therein (incorporated by reference to      Exhibit 10.20 to Form SB-2 filed July 19, 2005).                         |
|               |                                                                                                                                                                                                                                              |
| Exhibit 10.21 | Securities      Purchase Agreement dated July 15, 2005 by and among the Company and the      Investors named therein (incorporated by reference to Exhibit 10.21 to      Form SB-2 filed July 19, 2005).                                          |
|               |                                                                                                                                                                                                                                              |
| Exhibit      10.22 | Registration      Rights Agreement dated July 15, 2005 by and among the Company and the      Investors named therein (incorporated by reference to Exhibit 10.22 to      Form SB-2 filed July 19,2005).                                 |

----

| Exhibit 10.23 | License      Agreement dated January 13, 2006 by the Company and Shanghai Institute for      Biological Services (incorporated by reference to Exhibit 10.23 to      Amendment No. 1 to Form SB-2 filed February 9,  2006).                |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                                                                                                                                 |
| Exhibit      10.24 | Lease      dated August 19, 2005 by the Company and Dirk D. Laukien (incorporated by      reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-KSB      filed March 31, 2006).                                                 |
|               |                                                                                                                                                                                                                                                 |
| Exhibit      10.25 | Form      of Warrant Agreement issued to brokers in connection with 2005 offerings      (incorporated by reference to Exhibit 10.25 to Amendment No. 2 to Form      SB-2 filed April 11, 2006).                                                      |
|               |                                                                                                                                                                                                                                                 |
| Exhibit      10.26 | Purchase      Agreement dated April 11, 2006 by and among the Company and the      Investors named herein (incorporated by reference to Exhibit 10.1 to the      Company’s Current Report on Form 8-K filed April 18,  2006).        |
|               |                                                                                                                                                                                                                                                 |
| Exhibit      10.28 | Form      of Warrant issued in connection with April 2006 financing (incorporated by      reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K      filed April 18, 2006).                                               |
|               |                                                                                                                                                                                                                                                 |
| Exhibit      10.29 | Form      of Broker Stock Purchase Warrant issued to MDB Capital Group LLC      (incorporated by reference to Exhibit 10.5 of the Company’s Current Report      on Form 8-K filed April 18, 2006).                                             |
|               |                                                                                                                                                                                                                                                 |
| Exhibit      10.30 | Second      Amended and Restated License Agreement dated July 31, 2007 between the      Company and the University of Chicago (incorporated by reference to      Exhibit 10.1 of the Company’s Report on Form 8-K filed August 3,,      2007). |
|               |                                                                                                                                                                                                                                                 |
| Exhibit      10.31 | Unit      Purchase Agreement dated August 8, 2008 (incorporated by reference to      Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 12,      2008).                                                                     |
|               |                                                                                                                                                                                                                                                 |
| Exhibit      10.32 | Registration      Rights Agreement dated August 8, 2008 (incorporated by reference to      Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 12,      2008).                                                               |
|               |                                                                                                                                                                                                                                                 |
| Exhibit      10.33 | Form      of Warrant issued in connection with August 8, 2008 financing      (incorporated by reference to Exhibit 10.3 to the Company’s Current Report      on Form 8-K filed August 12, 2008).                                               |
|               |                                                                                                                                                                                                                                                 |
| Exhibit      23.1* | Consent      of Malone & Bailey, P.C.                                                                                                                                                                                                            |
|               |                                                                                                                                                                                                                                                 |
| Exhibit      31.1* | Certification      of Chief Executive Officer and Chief Financial Officer pursuant to Section      302 of the Sarbanes-Oxley Act of 2002.                                                                                                            |
|               |                                                                                                                                                                                                                                                 |
| Exhibit      32.1* | Certification      of Chief Executive Officer and Chief Financial Officer pursuant to Section      906 of the Sarbanes-Oxley Act of2002.                                                                                                             |

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| * | Filed      herewith |
|---|---------------------|

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|   | OPEXA      THERAPEUTICS, INC. |   |
|--------|-------------------------------|--------|
|   |                          |   |
|   | By:                           |   | /s/      NEIL K. WARMA |   |
|   |                          |   | Neil      K. Warma |   |
|   |                          |   | President      and Chief Executive Officer |   |
|   |                          |   | (Principal      Executive Officer) |   |
|   |                          |   | Acting      Chief Financial Officer |   |
|   |                          |   | (Principal      Financial and Accounting Officer) |   |
|   |                          |   |   |   |
|   |                          |   | Date:      May 14, 2009 |   |

| Signature                               |   | Title                                                     |   | Date              |
|-----------------------------------------|--------|-----------------------------------------------------------|--------|-------------------|
|                                    |   |                                                      |   |              |
| /S/  NEIL      K. WARMA       |   | President and Chief Executive Officer |   | May      14, 2009 |
| Neil      K. Warma                      |   | (Principal      Executive Officer)                        |   |              |
|                                    |   | Acting      Chief Financial Officer                       |   |              |
|                                    |   | (Principal      Financial and Accounting Officer)         |   |              |
|                                    |   |                                                      |   |              |
| /S/  DAVID      HUNG          |   | Director                                                  |   | May      14, 2009 |
| David      Hung                         |   |                                                      |   |              |
|                                    |   |                                                      |   |              |
| /S/  DAVID      E. JORDEN     |   | Director                                                  |   | May      14, 2009 |
| David      E. Jorden                    |   |                                                      |   |              |
|                                    |   |                                                      |   |              |
| /S/  DAVID      B. MCWILLIAMS |   | Director                                                  |   | May      14, 2009 |
| David      B. McWilliams                |   |                                                      |   |              |
|                                    |   |                                                      |   |              |
| /S/  MICHAEL      S. RICHMAN  |   | Director                                                  |   | May      14, 2009 |
| Michael      S. Richman                 |   |                                                      |   |              |
|                                    |   |                                                      |   |              |
| /S/  SCOTT      B. SEAMAN     |   | Director                                                  |   | May      14, 2009 |
| Scott      B. Seaman                    |   |                                                      |   |              |