Amended Current Report Filing (8-k/a)
06 November 2021 - 7:08AM
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2021-08-26
2021-08-26
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form
8-K/A
(Amendment No.
1)
_____________________
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported):
August 26, 2021
ACASTI PHARMA
INC.
(Exact
Name of Registrant as Specified in Charter)
Québec, Canada
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001-35776
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98-1359336
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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3009, boul. de la Concorde East
Suite 102
Laval, Québec
CA H7E 2B5
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(Address of Principal Executive Offices) (Zip Code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares, no par value per share
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ACST
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NASDAQ Stock Market
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Explanatory Note.
This Form 8-K/A amends the Current Report on Form
8-K filed by Acasti Pharma Inc. ("Acasti") with the Securities and Exchange Commission (“SEC”) on August 27, 2021
(the "Original 8-K"), announcing the completion of its acquisition of Grace Therapeutics Inc. This Form 8-K/A amends the Original
8-K to include the financial statements required by Item 9.01.
Item 9.01. Financial Statements and Exhibits.
(a) Financial
statements of businesses acquired.
The financial statements required by this Item
with respect to the Merger described in Item 2.01 in the Original 8-K, as modified hereby, were previously filed as part of as part of
the Registration Statement on Form S-4 filed by Acasti with the SEC on June 30, 2021, as amended by Amendment no. 1 thereto filed with
the SEC on July 13, 2021, link to which is found in Exhibit 99.1 hereto.
(b) Pro
forma financial information.
The pro forma financial information required by
this Item with respect to the Merger described in Item 2.01 in the Original 8-K, as modified hereby, were previously filed as part of
the Registration Statement on Form S-4 filed by Acasti with the SEC on June 30, 2021, as amended by Amendment no. 1 thereto filed with
the SEC on July 13, 2021, a link to which is found in Exhibit 99.2 hereto.
(d) Exhibits.
Exhibit No.
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Description
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99.1
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Audited financial statements of Grace Therapeutics Inc. as of and for the years ended December 31, 2020 and 2019 and unaudited condensed financial statements of Grace Therapeutics Inc., as of March 31, 2021 and December 31, 2020, and for the three months ended March 31, 2021 and 2020.
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99.2
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Unaudited pro forma condensed combined balance sheet as of March 31, 2021, the unaudited pro forma condensed combined statement of operations and comprehensive loss for the three months ended March 31, 2020 and the unaudited pro forma condensed combined statement of operations and comprehensive loss for the year ended December 31, 2020.
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99.3
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Consent of EisnerAmper LLP dated November 5, 2021
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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.
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ACASTI PHARMA INC.
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Date: November 5, 2021
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By:
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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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