SC 13G: Acasti Pharma Inc.

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SC 13G filing by Acasti Pharma Inc..

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Risk Level: low

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Filing Documents

• tm2419166d1_sc13g.htm (SC 13G) — 82KB
• tm2419166d1_ex99-a.htm (EX-99.A) — 4KB
• 0001104659-24-079033.txt ( ) — 87KB

(a)

Item 1(a) Name of issuer: Acasti Pharma Inc. (the “ Issuer ”)

(b)

Item 1(b) Address of issuer’s principal executive offices: 103 Carnegie Center, Suite 300, Princeton, New Jersey 08540

(a)

Item 2(a) Name of person filing: This Statement is being filed on behalf of each of the following persons (each, a “ Reporting Person ” and collectively, the “ Reporting Persons ”) i) ADAR1 Capital Management, LLC (“ ADAR1 Capital Management ”); ii) ADAR1 Capital Management GP, LLC (“ ADAR1 General Partner ”); and iii) Daniel Schneeberger (“ Mr. Schneeberger ”); This Statement relates to Shares (as defined herein) held for the accounts of ADAR1 Partners, LP (“ ADAR1 Partners ”). ADAR1 Capital Management acts as investment manager to, and manages investment and trading accounts of ADAR1 Partners. ADAR1 General Partner serves as the general partner of ADAR1 Partners, and Mr. Schneeberger is the sole member of ADAR1 Capital Management and ADAR1 General Partner. As such, each of ADAR1 Capital Management, ADAR1 General Partner and Mr. Schneeberger may be deemed the indirect beneficial owner of securities held by ADAR1 Partners. Each Reporting Person declares that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

(b)

Item 2(b) Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 3503 Wild Cherry Drive, Building 9, Austin, Texas 78738.

(c)

Item 2(c) Citizenship: i) ADAR1 Capital Management is a Texas limited liability company; ii) ADAR1 General Partner is a Texas limited liability company; and iii) Mr.Schneeberger is a citizen of Switzerland.

(d)

Item 2(d) Title of Class of Securities: Class A Common Stock, no par value (the “ Shares ”) 5

(e)

Item 2(e) CUSIP No.: 00430K865 Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) Insurance company defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); (j) A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); (k) Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________. Item 4. (a) Amount Beneficially Owned: As of June 28, 2024, each of the Reporting Persons may be deemed the beneficial owner of 959,571(*)(**) Shares. This includes 959,571(*)(**) Shares held for the account of ADAR1 Partners. (*) The reported beneficial ownership does not include 913,631 of the Issuer’s Common Stock issuable upon exercise by ADAR1 pursuant to the terms of a Pre-Paid Warrant Agreement with the Issuer, which provides for a beneficial ownership limitation of 4.99%, which percentage may be changed to up to 19.99% at a holder’s election upon 61 days’ notice to the Issuer. (**) The reported benefici

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