UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form
8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event Reported):
July 21, 2021
ACASTI PHARMA INC.
(Exact Name of Registrant as Specified in Charter)
QUEBEC, CANADA
|
001-35776
|
98-1359336
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
3009, boul. de la Concorde East
Suite 102
Laval, Québec
Canada H7E 2B5
|
(Address of Principal Executive Offices) (Zip Code)
|
450-686-4555
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
|
[x]
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
[ ]
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
[ ]
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
[ ]
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Shares, no par value per share
|
|
ACST
|
|
NASDAQ Stock Market
|
As previously disclosed
on May 7, 2021, Acasti Pharma Inc., a Quebec corporation (“Acasti”), Acasti Pharma U.S., Inc. (“Mergerco”)
and Grace Therapeutics Inc., a Delaware corporation (“Grace”), entered into an Agreement and Plan of Merger, pursuant to which
MergerCo will be merged with and into Grace, with Grace as the surviving corporation and a wholly-owned subsidiary of Acasti (the “Merger”).
On July 15, 2021, Acasti filed with the Securities and Exchange Commission (the “SEC”) a final prospectus / proxy statement
(the “Prospectus/Proxy Statement”) with respect to the special meeting of Acasti shareholders scheduled to be held on August 26,
2021 relating to the Merger.
Litigation Related to the Merger
In connection with the Merger, two stockholder
lawsuits have been filed:
(i) in
the United States District Court for the Southern District of New York, captioned Bisel v. Acasti Pharma Inc. et al., Case No. 1:21-cv-06051 (the
“Bisel Complaint”); and
(ii) in the United States District Court
for the District of Delaware, captioned Dawson v. Acasti Pharma Inc. et al., Case No. 1:21-cv-01039 (together
with the Bisel Complaint, the “Complaints”).
The Complaints generally
allege that Acasti’s public disclosures pertaining to the Merger omit material facts in purported violation of Section 14(a) of
the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder, and further that members of Acasti’s Board of Directors
are liable for those purported omissions under Section 20(a) of the Securities Exchange Act of 1934. The relief sought in the Complaints
includes, among other things, to enjoin the consummation of the Merger pending disclosure of sufficient information, to award damages
purportedly caused by the alleged omissions, and to award plaintiffs’ attorneys’ fees and other costs.
It is possible that
additional lawsuits asserting similar claims could be filed. Acasti strongly believes the allegations in the Complaints are frivolous
and without merit, and plans to vigorously defend against them. If additional similar complaints are filed, or if the Complaints are
amended, absent new or different allegations that are material, Acasti will not necessarily disclose such additional filings or subsequent
amendments. The foregoing description is qualified in its entirety by reference to the Complaints, which are attached hereto as Exhibits
99.1 and 99.2 are incorporated by reference herein.
Additional Information and Where to Find
It
In connection with the
Merger, Acasti filed with the SEC a registration statement on Form S-4 on June 30, 2021 (as amended on July 13, 2021) that includes the
preliminary Prospectus/Proxy Statement. On July 15, 2021, the registration statement was declared effective by the SEC and Acasti filed
the final Prospectus/Proxy Statement in connection with the Merger with the SEC, which contains important information about the Merger
and related matters. The Prospectus/Proxy Statement will be mailed to Acasti shareholders and is accessible on Acasti’s EDGAR
and SEDAR profiles. INVESTORS AND SECURITY HOLDERS OF ACASTI ARE URGED TO CAREFULLY READ THE ENTIRE PROSPECTUS/PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS TO SUCH DOCUMENTS) BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE MERGER BECAUSE IT CONTAINS
IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER.
Acasti shareholders
can obtain a free copy of the Prospectus/Proxy Statement, as well as other relevant filings containing information about Acasti and the
Merger, including materials incorporated by reference into the Prospectus/Proxy Statement, without charge at the SEC’s website
(www.sec.gov) or from Acasti by contacting Acasti’s Secretary at 3009 boul. de la Concorde East, Suite 102 Laval, Québec,
Canada H7E 2B5, telephone: (450) 686-4555.
No
Offer or Solicitation
This
document is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities,
or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Participants in the Solicitation
Acasti and Grace and
certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of Acasti
proxies in respect of the Merger. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies to Acasti shareholders in connection with the Merger is set forth in the Prospectus/Proxy Statement. Copies of the Prospectus/Proxy
Statement may be obtained free of charge from the SEC or Acasti, as described in the preceding paragraph.
Cautionary Statement Regarding Forward-Looking
Statements
This document contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and may be forward-looking information as
defined under applicable Canadian securities legislation (collectively, “forward-looking statements”). These statements may
discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise,
based on current beliefs of the management of Acasti, as well as assumptions made by, and information currently available to, management.
Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions,
and include words such as “may,” “will,” “should,” “would,” “expect,” “estimate,”
“plan,” “believe,” “anticipate,” “intend,” “look forward,” and other similar
expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based
on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance.
Forward-looking statements contained in this document
may include, without limitation, statements regarding the proposed merger between Acasti and Grace; the timing and financial and strategic
benefits thereof; the expected impact of the transaction on the cash balance of Acasti following the merger; Acasti’s future strategy,
plans and expectations after the merger; and the anticipated timing of clinical trials and approvals for, and the commercial potential
of, Acasti’s products and pipeline product candidates and those of its subsidiaries (including Grace, if the merger is completed).
Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including
the failure to receive, on a timely basis or otherwise, the required approvals by Acasti shareholders or Grace stockholders, as applicable,
in connection with the merger; the risk that a condition to closing of the merger may not be satisfied; the possibility that the anticipated
benefits of the proposed merger may not be fully realized or may take longer to realize than expected; the possibility that costs or difficulties
related to the integration of the businesses of Acasti and Grace will be greater than expected; the ability of the companies following
the merger to commercialize drug candidates in line with the companies’ expectations; the ability to retain and hire key personnel
and maintain relationships with customers, key opinion leaders, suppliers or other business partners; the impact of legislative, regulatory,
competitive and technological changes; and other risk factors relating to the companies’ businesses and the biopharmaceutical industry,
as detailed from time to time in Acasti’s reports filed with the SEC and the Canadian Securities Administrators, which you are encouraged
to review. Investors should not place undue reliance on forward-looking statements.
For a discussion of the factors that may cause
Acasti’s, Grace’s or the combined company’s actual results, performance or achievements to differ materially from any
future results, performance or achievements expressed or implied in such forward-looking statements, and for a discussion of risks associated
with the ability of Acasti and Grace to complete the merger and the effect of the merger on the business of Acasti, Grace and the combined
company, see the section titled “Risk Factors” in the Prospectus / Proxy Statement.
The forward-looking
statements reflect management’s current knowledge, assumptions, beliefs, estimates and expectations and express management’s
current view of future performance, results and trends. If any of these risks or uncertainties materializes
or any of these assumptions proves incorrect, the results of Acasti, Grace or the combined company could differ materially from the forward-looking
statements. All forward-looking statements in this document are current only as of the date on which the statements
were made, or in the case of a document incorporated by reference, as of the date of that document. Except as required by applicable law,
neither Acasti nor Grace undertakes any obligation to update publicly any forward-looking statements for any reason after the date of
this document or to conform these statements to actual results or to changes in expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
ACASTI PHARMA INC.
|
|
|
|
|
|
|
Date: July 21, 2021
|
By:
|
/s/ Jan D’Alvise
|
|
|
Jan D’Alvise
|
|
|
Chief Executive Officer
|
Acasti Pharma (NASDAQ:ACST)
Historical Stock Chart
From Aug 2024 to Sep 2024
Acasti Pharma (NASDAQ:ACST)
Historical Stock Chart
From Sep 2023 to Sep 2024