FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2013..
Commission File Number: 001-35776
Acasti Pharma Inc.
(Translation of registrant's name into English)
545 PROMENADE DU CENTROPOLIS, SUITE 100
LAVAL QUEBEC H7T 0A3
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ x]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
On November 27, 2013 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(c) Exhibit 99.1. Press release dated November 27, 2013
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, thereunto duly authorized.
| Acasti Pharma Inc. (Registrant) |
||
| Date: November 27, 2013 | /s/ HENRI HARLAND Henri Harland CEO |
EXHIBIT 99.1
LAVAL, Quebec, Nov. 27, 2013 (GLOBE NEWSWIRE) -- Acasti Pharma Inc. ("Acasti" or the "Corporation") (Nasdaq:ACST) (TSX-V:APO), an emerging biopharmaceutical company focused on the research, development and commercialization of new krill oil-based forms of omega-3 phospholipid therapies for the treatment and prevention of certain cardiometabolic disorders, announces that it has priced an underwritten public offering of 16,000,000 units of Acasti ("Units") at a price of US$1.25 per Unit, each Unit consisting of one (1) Class A share ("Common Share") and one (1) Common Share purchase warrant ("Warrant") of Acasti. Each Warrant will entitle the holder to purchase one Common Share ("Warrant Share") at an exercise price of US$1.50 per Warrant Share, subject to adjustment, at any time until 5:00 p.m. (Montreal time) on the date that is the fifth anniversary of the closing of the offering. The gross proceeds to Acasti, before underwriting commissions and other offering expenses, are expected to be approximately US$20 million.
Euro Pacific Canada Inc. is acting as book-running manager for the offering, and National Securities Corporation is acting as co-manager. Roth Capital Partners, LLC acted as financial advisor for this offering. Acasti has granted the underwriters of the offering an option to purchase an additional 2,400,000 Units at the public offering price during the period ending 30 days from the closing of the offering.
Acasti estimates that the net proceeds from the offering will be approximately US$18 million, after deducting the underwriting commissions and other offering expenses. Acasti intends to allocate the net proceeds from the offering as follows: (i) approximately US$1 million to complete its current Phase II double blind clinical trial (TRIFECTA); (ii) approximately US$2 million to initiate and complete its proposed pharmacokinetic trial of CaPre® in the United States; (iii) approximately US$8 million to initiate and complete a Phase III clinical trial to investigate the safety and efficacy profile of CaPre® in a patient population with very high triglycerides (>500 mg/dL); (iv) approximately $5 million to initiate and complete its proposed DART (developmental and reproductive toxicology) and CARCINO (carcinogenicity testings) nonclinical studies; and (v) the balance, if any, for general corporate and other working capital purposes.
Neptune Technologies & Bioressources Inc., the Corporation's parent company and controlling shareholder, will be acquiring US$750,000 of Units in the offering.
The closing of the offering is expected to occur on or about December 3, 2013 or such other date that Acasti and the underwriters agree upon and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange and The Nasdaq Stock Market.
The Units will be issued in the United States pursuant to the Corporation's effective shelf registration statement filed with the U.S. Securities and Exchange Commission ("SEC") and in Canada pursuant to a final short form base shelf prospectus filed with the securities regulatory authorities in the Provinces of Québec, Ontario, Manitoba, Alberta and British Columbia. A final prospectus supplement and accompanying final short form base shelf prospectus related to the offering will be filed with the SEC and applicable Canadian securities regulatory authorities. Investors should read the prospectus supplement and accompanying short form base shelf prospectus prospectus for more complete information about Acasti and the offering. Copies of these documents will be available at www.sedar.com and www.sec.gov/edgar.shtml, respectively.
Investors may also obtain the final prospectus supplement and final base short form shelf prospectus for the offering, when available, by contacting, in Canada, Euro Pacific Canada Inc., Attention: Lily Yu, 130 King St West Suite 2820, Toronto, M5X 1A9 (fax: 647-436-7688); or in the United States, National Securities Corporation, Attention:Kim Addarich, 410 Park Avenue, 14th Floor, New York, NY 10022 (fax: 212-380-2828).
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Acasti Pharma Inc.
Acasti is an emerging biopharmaceutical company focused on the research, development and commercialization of new krill oil-based forms of omega-3 phospholipid therapies for the treatment and prevention of certain cardiometabolic disorders, in particular abnormalities in blood lipids, also known as dyslipidemia. Because krill feeds on phytoplankton (diatoms and dinoflagellates), it is a major source of phospholipids and polyunsaturated fatty acids ("PUFAs"), mainly eicosapentaenoic acid ("EPA") and docosahexaenoic acid ("DHA"), which are two types of omega-3 fatty acids well known to be beneficial for human health. CaPre®, currently Acasti's only prescription drug candidate, is a highly purified omega-3 phospholipid concentrate derived from krill oil and is being developed to help prevent and treat hypertriglyceridemia, which is a condition characterized by abnormally high levels of triglycerides in the bloodstream. ONEMIA®, a medical food and currently Acasti's only commercialized product, is a purified omega-3 phospholipid concentrate derived from krill oil with lower levels of phospholipids, EPA and DHA content than CaPre®.
Forward-Looking Statements
Certain statements included in this press release may be considered forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of U.S. federal securities laws, both of which we refer to as forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of Acasti to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "will," or "plans" to be uncertain and forward-looking. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in Acasti's public securities filings with the Securities and Exchange Commission and the Canadian securities commissions. Except as required by law, Acasti disclaims any intention or obligation to update or revise any forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by Acasti in the prospectus related to this offering and in its public securities filings available at www.sedar.com and www.sec.gov/edgar.shtml, actual events may differ materially from current expectations. Except as required by law, Acasti disclaims any intention or obligation to update or revise any forward-looking statements.
Neither NASDAQ, the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CONTACT: Acasti Contact:
Xavier Harland
Chief Financial Officer
+1.450.687.2262
x.harland@acastipharma.com
www.acastipharma.com
Howard Group Contact:
Dave Burwell
+1.888.221.0915
dave@howardgroupinc.com
www.howardgroupinc.com