Acasti Pharma Inc. (NASDAQ:ACST) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01
On June 29, 2020, Acasti Pharma Inc. (the “Company”) entered into an amended and restated At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley FBR Inc., Oppenheimer & Co. Inc. and H.C. Wainwright & Co., LLC (collectively, the “Agents”) to implement an “at-the-market” equity offering program under which the Company may issue and sell from time to time its common shares having an aggregate offering price of up to US$75,000,000 (the “Shares”) through the Agents.
Subject to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has no obligation to sell any of the Shares and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement in accordance with its terms. Under the terms of the Sales Agreement, the Company has provided the Agents with customary indemnification rights and the Agents will be entitled to compensation, at a commission rate equal to 3.0% of the gross proceeds from each sale of the Shares.
The sale of the Shares by the Agents will be effected to a registration statement on Form S-3 filed by the Company and be deemed to be an “at the market offering” under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). to the Sales Agreement, the Agents may sell Shares by any method permitted by law, including without limitation sales made directly on the NASDAQ Stock Market or any other existing trading market for the Shares.
The description of the Sales Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction.
As of September 30, 2019, the Company determined that it no longer qualified as a “foreign private issuer” as such term is defined in Rule 405 under the Securities Act, and is thus required, as of April 1, 2020, to comply with the periodic disclosure and current reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a domestic registrant. As a result of the Company’s status change, it is required to change the accounting standards in which it prepares its financial statements from International Financial Reporting Standards (“IFRS”) to generally accepted accounting principles in the United States (“U.S. GAAP”).
In accordance with Canadian securities laws, the Company is required to restate its unaudited condensed interim consolidated financial statements for (i) the three months ended June 30, 2019; (ii) the three and six months ended September 30, 2019; and (iii) the three and nine months ended December 31, 2019 (collectively, the “2019 Interim Financial Statements”) to reflect the Company’s transition to U.S. GAAP. The original 2019 Interim Financial Statements, which were prepared in accordance with IFRS, were furnished with the U.S. Securities and Exchange Commission on Forms 6-K on August 14, 2019, November 13, 2019, and February 14, 2020, respectively. Copies of the restated 2019 Interim Financial Statements are attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, to and are incorporated by reference in this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any filing or other document to the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing or document.
(d) Exhibits
| 1.1 | Amended and Restated Sales Agreement, dated June 29, 2020, by and among Acasti Pharma Inc., B. Riley FBR, Inc. and Oppenheimer & Co. Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 from Form S-3 (File No. 333-239538)) |
| 99.1 | Unaudited condensed interim consolidated financial statements for the three-months ended June 30, 2019 |
| 99.2 | Unaudited condensed interim consolidated financial statements for the three- and six-months ended September 30, 2019 |
| 99.3 | Unaudited condensed interim consolidated financial statements for the three- and nine-months ended December 31, 2019 |
Acasti Pharma Inc. Exhibit
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About Acasti Pharma Inc. (NASDAQ:ACST)
Acasti Pharma Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing, clinically studying and marketing new pharmaceutical products to treat human cardiovascular conditions. The Company is involved in the development and commercialization of pharmaceutical applications of its licensed rights for cardiovascular diseases. The Company’s prescription drug candidate is CaPre, which is being developed for the treatment of severe hypertriglyceridemia and eventually mild to moderate hypertriglyceridemia. The Company’s ONEMIA has a natural health product status in Canada, and it is commercialized as a medical food in the United States. Onemia is a purified omega-3 phospholipids concentrate derived from krill oil with lower levels of phospholipids, eicosapentaenoic acid (EPA) and docosahexaenoic acid (DHA) content than CaPre.