Acasti Pharma Enters Material Agreement, Modifies Security Holder Rights

TL;DR

ACST inked a big deal & changed shareholder rights, filing shows.

AI Summary

Acasti Pharma Inc. announced on October 1, 2024, that it entered into a material definitive agreement. The company also made material modifications to the rights of its security holders and amended its articles of incorporation or bylaws, potentially changing its fiscal year. Specific details of these agreements and amendments are not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant corporate actions by Acasti Pharma, including a new material agreement and changes affecting its security holders, which could impact the company's structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions and potential changes to security holder rights, which warrants attention but lacks specific details to assess immediate high risk.

Key Players & Entities

• Acasti Pharma Inc. (company) — Registrant
• October 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-35776 (identifier) — SEC File Number
• 103 Carnegie Center Suite 300 Princeton, New Jersey 08540 (address) — Principal Executive Offices
• ( 609 ) 322-1602 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share ACST The Nasdaq Stock Mar

Filing Documents

• ef20036564_8k.htm (8-K) — 41KB
• ef20036564_ex3-1.htm (EX-3.1) — 67KB
• ef20036564_ex3-2.htm (EX-3.2) — 510KB
• ef20036564_ex3-3.htm (EX-3.3) — 28KB
• ef20036564_ex3-4.htm (EX-3.4) — 128KB
• ef20036564_ex4-1.htm (EX-4.1) — 13KB
• image00001.jpg (GRAPHIC) — 287KB
• image00002.jpg (GRAPHIC) — 2KB
• image00003.jpg (GRAPHIC) — 6KB
• image00004.jpg (GRAPHIC) — 60KB
• 0001140361-24-042968.txt ( ) — 1536KB
• acst-20241001.xsd (EX-101.SCH) — 4KB
• acst-20241001_lab.xml (EX-101.LAB) — 22KB
• acst-20241001_pre.xml (EX-101.PRE) — 16KB
• ef20036564_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On October 7, 2024, in connection with the consummation of the Domestication and pursuant to the Company's Charter (as defined below), Bylaws (as defined below) and the DGCL, the Company entered into indemnification agreements with each of the Company's executive officers and directors providing for the indemnification of, and advancement of expenses to, each such person in connection with claims, suits or proceedings arising as a result of such person's service as an officer or director of the Company (the "Indemnification Agreements"). The above description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

03

Item 3.03. Material Modification to Rights of Security Holders. In connection with the consummation of the Continuance, the Company adopted a continuation application, which contained the Notice of Articles of Acasti British Columbia (the "Notice of Articles") and the Articles of Acasti British Columbia (the "Articles"), each of which is described in the Company's Proxy Statement/Prospectus, which was filed with the Securities and Exchange Commission on August 7, 2024 and is a part of the Company's registration statement on Form S-4 (File No. 333-280536) (the "Registration Statement"). Upon consummation of the Continuance, the rights of the holders of the Company's common shares were governed by the Notice of Articles, the Articles and the Business Corporations Act (British Columbia). In connection with the consummation of the Domestication, the Company adopted a Certificate of Incorporation (the "Charter") and Bylaws (the "Bylaws"), each of which is described in the Registration Statement. The rights of holders of the Company's common stock are now governed by the Charter, the Bylaws and the DGCL, which contain provisions that differ in certain respects from Acasti Qubec's organizational documents and Qubec law and Acasti British Columbia's organizational documents and British Columbia law. The sections of the Registration Statement entitled "Annex K — Material Differences Between Qubec Corporate Law and British Columbia Corporate Law" and "Annex L — Material Differences Between British Columbia Corporate Law and Delaware General Corporation Law" describe the general effects of changes to the rights of the Company's stockholders, and are incorporated herein by reference.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Notice of Articles and the Articles became effective as of October 1, 2024. The Notice of Articles and the Articles are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference. The Charter and the Bylaws became effective as of October 7, 2024. The Charter and Bylaws are attached hereto as Exhibit 3.3 and Exhibit 3.4, respectively, and are incorporated herein by reference. The information provided in the Introductory Note and Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Description 3.1 Acasti Pharma Inc. Notice of Articles. 3.2 Acasti Pharma Inc. Articles. 3.3 Acasti Pharma Inc. Certificate of Incorporation. 3.4 Acasti Pharma Inc. Bylaws. 4.1 Form of Common Stock Certificate. 10.1 Form of Indemnification Agreement between Acasti Pharma Inc. and its directors and officers (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-4 filed with the SEC on June 27, 2024). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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: October 7, 2024 By: /s/ Prashant Kohli Prashant Kohli Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR