6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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: August 2017 Commission File Number: 001-35776

ACASTI PHARMA INC.

(Name of Registrant)

545 Promende du Centropolis
Suite 100
Laval, Québec
Canada 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  x            Form 40-F  ¨

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):  ¨

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):  ¨

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 

Yes  ¨             No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

This Report on Form 6-K including the exhibits hereto shall be deemed to be incorporated by reference into Acasti Pharma Inc.’s registration statement on Form S-8 (File No. 333-191383) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

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.
Date:August 25, 2017	By:	/s/ Jan D’Alvise
		Name: Jan D’Alvise
		Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Material Change Report
99.2	Report On The Voting Results

EX-99.1

Exhibit 99.1

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Acasti Pharma Inc.

545 Promenade du Centropolis
Suite 100

Laval, Québec H7T 0A3

Item 2 Date of Material Change

August 15, 2017.

Item 3 News Release

On August 16, 2017, Acasti Pharma Inc. (Acasti or the Corporation) issued a press release indicating the material change, which was distributed through the facilities of Marketwire and SEDAR.

Item 4 Summary of Material Change

On August 16, 2017, the Corporation announced that the following individuals were elected as directors of Acasti at its Annual and Special Meeting of Shareholders, held in Montreal, Canada on August 15, 2017 (the “AGM”): Janelle D’Alvise, Jean-Marie (John) Canan, Roderick N. Carter, Richard P. Schottenfeld and Katherine Crewe.

Item 5 Full Description of Material Change

On August 16, 2017, the Corporation announced that the following individuals were elected as directors of Acasti at its Annual and Special Meeting of Shareholders, held in Montreal, Canada on August 15, 2017 (the “AGM”): Janelle D’Alvise, Jean-Marie (John) Canan, Roderick N. Carter, Richard P. Schottenfeld and Katherine Crewe. Immediately prior to the AGM, Pierre Fitzgibbon and James S. Hamilton, who had been candidates for election to the Board and listed in the management proxy circular dated July 13, 2017, withdrew their candidacies for election to the Board. Mr. Fitzgibbon’s withdrawal followed his resignation from the board of directors of Neptune Technology & Bioressources Inc. (“Neptune”). At the AGM, Neptune nominated Richard P. Schottenfeld and Katherine Crewe in their place. Following the AGM, Mr. Schottenfeld was appointed as an independent member to the Audit Committee of Acasti (to serve along with Mr. Canan and Dr. Carter). The detailed results of the vote for the election of directors are set out below:

Nominee	Votes For	% Votes For	Votes Withheld	% Votes Withheld	Non-Votes
Janelle D’Alvise	5,099,694	100.0%	0	0.0%	3,667,855
Jean-Marie (John) Canan	5,099,694	100.0%	0	0.0%	3,667,855
Roderick N. Carter	5,099,694	100.0%	0	0.0%	3,667,855
Richard P. Schottenfeld	5,099,694	100.0%	0	0.0%	0
Katherine Crewe	5,099,694	100.0%	0	0.0%	0

About Richard P. Schottenfeld

Mr. Schottenfeld is the founder and Chairman of Schottenfeld Group Holding, the parent company of Koyote Capital which is a proprietary trading firm in New York City, U.S.A. He has also served as the general partner of Schottenfeld Associates and the Schottenfeld Opportunity Fund. Mr. Schottenfeld is a graduate of Franklin & Marshall College with degrees in both Economics and Government. Mr. Schottenfeld has been a frequent guest on CNBC and other business news programs.

About Katherine Crewe, ICD.D

Ms. Crewe has spent 30 years in the medical device and pharmaceutical manufacturing space for companies with sales and distribution networks spanning the globe. During her career, she held several executive positions in various operations and quality management positions, most recently as Managing Director, Canadian operations, at Mallinckrodt Pharmaceuticals. Ms. Crewe is currently Chair of TEC Canada. Ms. Crewe holds a Master of Engineering (Biomedical) from McMaster University and a Bachelor of Science (Chemical Engineering) from Queen’s University.

Re-appointment of KPMG LLP as independent auditors

At the AGM, the shareholders also re-appointed KPMG LLP, Chartered Professional Accountants, as independent auditors of the Corporation for the ensuing year.

Amendments to the Corporation Stock Option Plan and Equity Incentive Plan

At the AGM, disinterested shareholders approved amendments to the Stock Option Plan in order to increase the fixed number of Common Shares that may be issued upon the exercise of all options granted under such plan, as follows (the “Amended Stock Option Plan”): from 2,142,407 Common Shares (representing twenty percent (20%) of the number of Common Shares issued and outstanding as of February 29, 2016) to 2,940,511 Common Shares (representing twenty percent (20%) of the issued and outstanding Common Shares as of March 31, 2017), inclusive of (i) the 2,142,407 Common Shares reserved for outstanding options under the Stock Option Plan as of June 28, 2017, the Record Date for purposes of the AGM (which represent approximately 14.56% of the issued and outstanding Common Shares as of the Record Date) and (ii) the 798,104 Common Shares reserved for issuance pursuant to additional grants (which represent approximately 5.42% of the issued and outstanding Common Shares as of the Record Date).

At the AGM, disinterested shareholders also approved amendments to the Equity Incentive Plan (i) to set the total number of Common Shares reserved for issuance pursuant to awards granted under the Equity Incentive Plan, if and for so long as the Common Shares are listed on the TSX-V, to an aggregate number that shall not exceed the lower of (x) 367,563 Common Shares (representing 2.5% of the number of Common Shares issued and outstanding as of March 31, 2017), up from 267,800 Common Shares (representing 2.5% of the number of Common Shares issued and outstanding as of February 29, 2016), and (y) twenty percent (20%) of the issued and outstanding Common Shares as of March 31, 2017, representing 2,940,511 Common Shares (up from 2,142,407 Common Shares, representing twenty percent (20%) of the number of Common Shares issued and outstanding as of February 29, 2016), inclusive of Common Shares issuable pursuant to options issued under the Amended Stock Option Plan (the “Amended Equity Incentive Plan”).

The Amended Stock Option Plan and the Amended Equity Incentive Plan are subject to TSX-V final approval.

Ratification of Stock Option Grants

At the AGM, disinterested shareholders approved a resolution to approve, ratify and confirm a previous grant of a total of 373,600 options to purchase Common Shares of the Corporation to certain directors and officers of the Corporation, as further described in the management proxy circular dated July 13, 2017.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

For any inquiries with respect to this material change report, please contact Jan D’Alvise, President and Chief Executive Officer, at (450) 686-4555.

Item 9 Date of Report

August 25, 2017.

EX-99.2

Exhibit 99.2

 

VIA SEDAR
August 16, 2017

Autorité des marchés financiers
Alberta Securities Commission

British Columbia Securities Commission

Manitoba Securities Commission
Ontario Securities Commission

Subject :	Acasti Pharma Inc. (the “Corporation”)
	Report on the Voting Results, in accordance with article 11.3 of Regulation 51-102 respecting Continuous Disclosure Obligations (“Regulation 51-102”)

Following the annual and special meeting of shareholders of the Corporation held on August 15, 2017 (the “AGM”), this report presents the items voted on during the AGM and the corresponding voting results, in accordance with article 11.3 of Regulation 51-102. For more detailed information on the proposals submitted to shareholders, please refer to the Proxy Management Circular of the Corporation dated July 13, 2017 (the “Circular”).

According to the scrutineers reports, being present in person or by proxy, were the holders of 8,767,549 common shares, or 59.59%, of the 14,712,052 common shares issued and outstanding on June 28, 2017, the record date for the AGM.

Prior to the AGM, Pierre Fitzgibbon and James S. Hamilton, who had been candidates for election to the Board as listed in the Circular, withdrew their candidacies for election to the Board. Mr. Fitzgibbon’s withdrawal followed his resignation from the board of directors of Neptune Technology & Bioressources Inc. (“Neptune”). At the AGM, Neptune nominated Richard P. Schottenfeld and Katherine Crewe in their place.

About Richard P. Schottenfeld

Mr. Schottenfeld is the founder and Chairman of Schottenfeld Group holding, the parent company of Koyote Capital which is a proprietary trading firm in New York City. He has also served as the general partner of Schottenfeld Associates and the Schottenfeld Opportunity Fund. Mr. Schottenfeld is a graduate of Franklin & Marshall College with degrees in both Economics and Government. Mr. Schottenfeld has been a frequent guest on CNBC and other business news programs.

About Katherine Crewe, ICD.D

Ms. Crewe has spent 30 years in the medical device and pharmaceutical manufacturing space for companies with sales and distribution networks spanning the globe. During her career, she held several executive positions in various operations and quality management positions, most recently as Managing Director, Canadian operations, at Mallinckrodt Pharmaceuticals. Ms. Crewe is currently Chair of TEC Canada. Ms. Crewe holds a Master of Engineering (Biomedical) from McMaster University and a Bachelor of Science (Chemical Engineering) from Queen’s University.

1. Election of the directors of the Corporation for the ensuing year

	Votes in Favor	% In Favor	Votes Withheld	% Withheld	Non-Votes
Janelle D’Alvise	5,099,694	100.0%	0	0.0%	3,667,855
Jean-Marie (John) Canan	5,099,694	100.0%	0	0.0%	3,667,855
Roderick N. Carter	5,099,694	100.0%	0	0.0%	3,667,855
Richard P. Schottenfeld	5,099,694	100.0%	0	0.0%	0
Katherine Crewe	5,099,694	100.0%	0	0.0%	0

2. Appointment of KPMG LLP as auditors for the ensuing year and to authorize the directors of the Corporation to fix their remuneration

Votes in Favor	% In Favor	Votes Withheld	% Withheld
3,646,643	99.42%	21,212	0.58%

3. Ordinary resolution approving, ratifying and confirming certain amendments to the Corporation’s stock option plan, as previously approved by the board of directors of the Corporation (the “Board”), as more particularly described in the accompanying Circular

Votes in Favor	% In Favor	Votes Against	% Against
2,068,350	96.61%	72,506	3.39%

4. Ordinary resolution approving, ratifying and confirming the grant of 373,600 options to purchase common shares of the Corporation to certain executives and board members, as previously approved by the Board, as more particularly described in the Circular

Votes in Favor	% In Favor	Votes Against	% Against
2,069,113	96.65%	71,743	3.35%

5. Ordinary resolution approving, ratifying and confirming certain amendments to the Corporation’s equity incentive plan, as more particularly described in the Circular

Votes in Favor	% In Favor	Votes Against	% Against
2,067,831	96.59%	73,025	3.41%

Sincerely,

/s/ Linda O’Keefe

Linda O’Keefe

Chief Financial Officer