Filed
by Acasti Pharma Inc.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-6
under
the Securities Exchange Act of 1934
Subject
Company: Acasti Pharma Inc.
Commission
File No.: 001-35776
YOUR VOTE IS IMPORTANT
PLEASE VOTE YOUR PROXY TODAY
August 4, 2021
Dear Stockholder:
We are reaching out regarding
the proxy materials we recently sent you in connection with the annual and special meeting of stockholders of Acasti Pharma Inc., a Québec
corporation (“Acasti”), scheduled for August 26, 2021. Your vote is very important, regardless of the number of shares
you own. Whether or not you expect to attend the Acasti annual and special meeting, please vote your shares as promptly as possible so
that your shares may be represented and voted at the meeting.
As previously announced on
May 7, 2021, Acasti Pharma Inc. (“Acasti”), Acasti Pharma U.S., Inc. (“MergerCo”), a wholly-owned subsidiary of
Acasti, and Grace Therapeutics Inc. (“Grace”) entered into an Agreement and Plan of Merger (the “merger agreement”),
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”).
After careful consideration, the boards of directors
of Acasti and Grace have each approved the merger agreement and the transactions contemplated thereby. The Acasti board of directors recommends
that the Acasti shareholders vote “FOR” each of the proposals to be submitted at the Acasti annual and special meeting.
Time is short and your
vote is very important. Please vote by internet or by telephone to ensure your vote is promptly counted prior to the meeting (see
instructions below). If you need assistance voting your shares, please call D.F. King & Co., Inc. toll free at (800) 884-4725.
On behalf of the Acasti Board
of Directors, thank you for your cooperation and continued support.
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Sincerely,
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/s/ Jan D’Alvise
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Jan D’Alvise
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Chief Executive Officer
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You may use one of the following simple methods
to promptly provide your voting instructions:
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Vote by Internet – Please access the website listed
on your proxy card or voting instruction form and follow the instructions provided.
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Vote by Telephone - Please call the toll free number
listed on your proxy card or voting instruction form and follow the instructions provided.
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Vote by Mail - Mark, sign, date and return your proxy
card or voting instruction form and return it in the postage-paid return envelope provided.
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Additional Information
and Where to Find It
In connection with
the merger, Acasti filed with the Securities and Exchange Commission (“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 has been 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.
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.
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