- Acasti Pharma Inc’s (NASDAQ: ACST) share price rose more than 10% before market. That’s why it happened.
Acasti Pharma Inc’s (NASDAQ: ACST) share price rose more than 10% before market. There is no news report specific to the Acasti Pharma company. However, investors might react positively to an SEC filing – which was an amendment to Form S-4.
In the SEC filing, Acasti Pharma said it would seek shareholder approvals necessary to complete a merger, elect directors and other related matters. Acasti’s 2021 annual and special meeting of shareholders will be held virtually on August 26, 2021 at 1:00 p.m. EST, unless postponed or adjourned to a later date.
May 7, 2021,
Acasti Pharma Inc. (Acasti), Acasti Pharma US, Inc. (MergerCo), a wholly owned subsidiary of Acasti, and Grace Therapeutics Inc. (Grace) had entered into a merger agreement and plan, under which MergerCo will be merged with and into Grace, Grace being the surviving company and a wholly owned subsidiary of Acasti.
Assuming the merger is completed, at the time of the merger, each issued and outstanding common share of Grace’s common stock (after taking into account the acceleration of the Grace restricted shares and the conversion of the Grace convertible promissory notes) will automatically convert into the right to receive a number of Acasti common shares per Grace common share equal to the share exchange ratio set out in the merger agreement such that immediately after the completion of the merger , existing Acasti shareholders will own at least 55% and existing shareholders Grace shareholders will own no more than 45% of the outstanding share capital of the combined company on a fully diluted basis.
The share exchange ratio may be subject to an upward adjustment in favor of Acasti shareholders based on the capitalization and net cash position of each company at the time of the merger, as specified in the merger treaty.
Acasti’s common shares trade on the NASDAQ Capital Market and the TSX Venture Exchange under the symbol ACST. And on July 12, 2021, the last trading day before the date of the company’s proxy circular / prospectus, the closing price of Acasti common stock on NASDAQ was $ 0.55 per share and at the TSXV of C $ 0.68 per share.
At Acasti’s annual and special meeting of shareholders, Acasti will ask its shareholders to vote on the following proposals:
– Proposal n ° 1 – Approve the issuance of Acasti ordinary shares necessary for the completion of the transactions contemplated by the merger agreement (the “share issuance proposal”);
– Motion # 2 – Elect Roderick N. Carter, Jan D’Alvise, Jean-Marie (John) Canan and Donald Olds as directors for a term that expires at the 2022 annual meeting of Acasti shareholders, or until his successor is elected and qualified or until his resignation or early dismissal (the “proposal for the annual election of directors”);
– Proposal n ° 3 – To elect each of William A. Haseltine and Vimal Kavuru, subject to and to be effective only at the close of the merger, as director for a term that expires at the 2022 annual meeting of Acasti’s shareholders, or until his successor is elected and qualified or until his resignation or early dismissal, as provided for in the merger agreement (the “Merger Directors Election Proposal”) ;
– Proposal n ° 4 – Appoint KPMG LLP to exercise the functions of auditor of Acasti until the close of the next annual meeting of shareholders and authorize the board of directors of Acasti to fix their remuneration (the “auditor proposal “);
– Proposal n ° 5 – Adopt an advisory (non-binding) resolution approving the compensation of the named executive officers of Acasti, as disclosed in this circular / prospectus (the “compensation proposal”);
– Proposal n ° 6 – Approve the modifications to the Acasti stock option plan to provide for a 10% work plan by setting the total number of Acasti ordinary shares reserved for issuance by virtue of options granted under the stock option plan to 10% of the issued shares and common shares of Acasti outstanding from time to time, of which a number of 10% will include common shares of Acasti that may be issued in accordance with the awards issued under the stock incentive plan, as described in this circular / prospectus (the “stock option plan proposal”);
– Proposal n ° 7 – Approve the modifications to the Acasti stock incentive plan in order to set the total number of Acasti ordinary shares reserved for issuance by virtue of the allocations granted under the stock incentive plan
– Proposal # 8 – If necessary to restore compliance with the NASDAQ minimum bid rules, pass an advisory (non-binding) resolution to amend Acasti’s articles of incorporation, as amended, to effect a consolidation of ‘shares of Acasti, in a range of 1-6 to 1-8 with such a specific ratio to be approved by the board of directors of Acasti; provided that the board of Acasti may decide to expedite the timing of the reverse stock split proposed by a resolution of the directors without shareholder approval in accordance with the Business Corporations Act (Quebec), if the board of Acasti considers it desirable (the “reverse stock split proposal”); and
The approval of the proposed share issue at the annual and special meeting of Acasti is a condition for the completion of the merger. And the approval of the proposal for the annual election of directors, of the proposal for the election of the directors of the merger, of the proposal of the auditor, of the proposal of remuneration, of the proposal of purchase options of The shares and the proposed share-based incentive plan at the meeting are not conditions for the completion of the merger.
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