EdgarFilingExhibit
99.2
Acasti
Pharma Announces Successful Completion of its Merger with Grace Therapeutics, Inc.,
Voting Results of its Annual and Special Meeting
of Shareholders and Reverse Stock Split
LAVAL, Québec, Aug. 26, 2021 (GLOBE NEWSWIRE) -- Acasti Pharma Inc. (“Acasti”)
(NASDAQ: ACST–TSX-V: ACST), announced today the completion of its previously disclosed acquisition of Grace Therapeutics,
Inc. (“Grace”) via merger. The successful completion of the merger positions Acasti to build a premier, late-stage
specialty pharma company focused on rare diseases. Based on management’s current forecasts, Acasti expects to have enough cash
on its balance sheet following the merger to provide at least two years of operating runway. The combined companies will be led by
Jan D’Alvise as President and Chief Executive Officer, under the oversight of Acasti’s newly elected Board of Directors,
comprised of four re-elected directors of Acasti and two Grace nominees newly elected as directors (with a third Grace nominee expected
to be nominated prior to the next annual meeting of shareholders). All Grace employees will transition to Acasti and they will continue
to maintain a research and development laboratory and commercial presence in North Brunswick, New Jersey.
Jan
D’Alvise, Acasti’s Chief Executive Officer stated, “I’d like thank
our shareholders for your strong vote of confidence in supporting this transaction, as well
as the Acasti and Grace boards and management teams who worked tirelessly to make this transaction
possible. We believe the Grace acquisition will be truly transformative, creating new and
exciting opportunities for us in sizable markets with substantial unmet medical needs. With
the transaction now complete, we look forward to aggressively executing on our mission of
building a premier, late-stage specialty pharma company with a large portfolio of drug candidates
focused on rare diseases. As previously discussed, Grace’s technologies enable us to
customize the formulation of marketed drugs in new ways that have the potential to address
significant unmet medical needs by achieving faster onset of action, enhanced efficacy, reduced
side effects, and more convenient drug delivery – all of which can help to increase
compliance and improve patient outcomes. We are extremely encouraged by the outlook for the
business and look forward to providing regular updates as we execute on our strategy.”
In
connection with the transaction, Grace was merged with a new wholly owned subsidiary of Acasti
and became a subsidiary of Acasti. As a result, Acasti acquired Grace’s entire therapeutic
pipeline consisting of three unique clinical stage and multiple pre-clinical stage assets
supported by an intellectual property portfolio consisting of more than 40 granted and pending
patents in various jurisdictions worldwide. Grace’s product candidates aim to improve
clinical outcomes by applying proprietary formulation and drug delivery technologies to existing
pharmaceutical compounds to achieve improvements over the current standard of care or provide
treatment for diseases with no currently approved therapy. Grace’s three lead programs
have all received Orphan Drug Designation1 from the U.S. Food & Drug
Administration (“FDA”), which could provide up to seven years of marketing
exclusivity in the United States upon the FDA’s approval of a New Drug Application,
provided that certain conditions are met.
After
giving effect to the adjustments provided in the merger agreement based on each company’s
capitalization and net cash balances, as described in more detail in the Circular, a total
of 145,929,867 common shares of Acasti have been issued to Grace stockholders as consideration
for the acquisition, bringing the total number of Acasti common shares issued and outstanding
to 354,305,416 (pre-reverse stock split referenced below). As a result, Acasti securityholders
prior to the transaction own after closing approximately 59% of the combined company’s
common shares, and former Grace securityholders own approximately 41%.
In
connection with the merger, Grace stockholders representing substantially all of the outstanding
shares of Grace entered into voting and lock-up agreements with Acasti pursuant to which
they have agreed, amongst other things, to be subject to lock-up provisions for a period
of 12 months after the closing of the merger (subject to certain exceptions) and support
the election of Acasti’s board nominees through to the 2023 annual general meeting
of shareholders.
Oppenheimer
& Co. acted as Acasti’s financial advisor for the merger and Osler, Hoskin &
Harcourt, LLP served as its legal counsel. William Blair & Company, LLC acted as financial
advisor to Grace, and Reed Smith, LLP served as its legal counsel.
The
merger is an arm’s length transaction in accordance with the policies of the TSX Venture
Exchange (the “TSXV”).
Voting
Results of Annual General and Special Meeting of Shareholders
For
further information on the voting results of the resolution passed during the annual general
and special meeting of shareholders (the “AGSM”), please refer to details
of voting results available on Acasti’s Current Report Form 8-K dated today available
on EDGAR at www.sec.gov or the Report of Voting Results available on SEDAR at www.sedar.com.
Issuance
of Acasti Shares pursuant to the Merger
At
the AGSM, shareholders approved the issuance of Acasti shares as consideration to Grace securityholders
pursuant to the merger.
Election
of Directors
At
the AGSM, each of the four director nominees proposed in Acasti’s proxy statement/prospectus
dated July 15, 2021 (the “Circular”), being Roderick N. Carter, Jan
D’Alvise, Jean Marie (John) Canan, Donald Olds was elected at the AGSM to serve for
a term that expires at the 2022 annual meeting of Acasti shareholders or until their successors
are duly elected or appointed, unless such office is earlier vacated in accordance with Acasti’s
by-laws.
At
the AGSM, shareholders also elected each of William A. Haseltine and Vimal Kavuru, conditional
upon the now completed closing of the merger, as a director to serve for a term that expires
at the 2022 annual meeting of Acasti shareholders, or until his successor is elected and
qualified or until his earlier resignation or removal, as provided in the merger agreement.
Acasti’s
Board of Directors is now composed of Roderick N. Carter, Jean Marie (John) Canan, Jan
D’Alvise, William A. Haseltine, Vimal Kavuru, and Donald Olds.
Appointment
of Auditors
At
the AGSM, KPMG LLP were appointed as Acasti’s auditors for the ensuing fiscal year
and the directors were authorized to fix their remuneration.
Advisory
Vote on the Compensation of Named Executive Officers
At
the AGSM, shareholders passed an advisory (non-binding) resolution approving the compensation
of Acasti’s named executive officers.
Amendments
to Acasti’s Stock Option Plan and Equity Incentive Plan
At
the AGSM, disinterested shareholders approved amendments to Acasti’s stock option plan
and equity incentive plan, as more particularly described in the Circular.
Advisory
Vote to effect a reverse stock split of Acasti common shares
At
the AGSM, shareholders passed an advisory (non-binding) resolution to amend the articles
of incorporation of Acasti to effect a reverse stock split of Acasti common shares in conjunction
with the closing of the Grace transaction to help regain compliance with NASDAQ’s minimum
bid price rule, within a range of 6-1 to 8-1 with such specific ratio to be approved by the
Acasti board, as more particularly described in the Circular.
Reverse
Stock Split
In
connection with the merger and in furtherance to the advisory resolution passed by shareholders
approving the reverse split, Acasti confirms that a reverse split of its common stock at
an 8-1 ratio will be implemented to help regain compliance with NASDAQ minimum bid price
rule, as described in more detail in the Circular, and is expected to be made effective on
NASDAQ and the TSXV at the start of trading on August 31st.
About
Acasti
Acasti
is a late-stage specialty pharma company with drug delivery capability and technologies addressing
rare and orphan diseases. Acasti’s novel drug delivery technologies have the potential
to improve the performance of currently marketed drugs by achieving faster onset of action,
enhanced efficacy, reduced side effects, and more convenient drug delivery—all which
could help to increase treatment compliance and improve patient outcomes.
Acasti’s
three lead clinical assets have each been granted Orphan Drug Designation by the FDA, which
provide the assets with seven years of marketing exclusivity post-launch in the United States
and protection by over 40 granted and pending patents. The lead assets target underserved
orphan diseases: (i) GTX-104, an intravenous infusion targeting Subarachnoid Hemorrhage (SAH),
a rare and life-threatening medical emergency in which bleeding occurs over the surface of
the brain in the subarachnoid space between the brain and skull; (ii) GTX-102, an oral mucosal
spray targeting Ataxia-telangiectasia (A-T), a progressive, neurodegenerative genetic disease
that primarily impacts children causing severe disability, for which no treatment currently
exists; and (iii) GTX-101, a topical spray, targeting Postherpetic Neuralgia (PHN), a persistent
and often debilitating neuropathic pain caused by nerve damage from the varicella zoster
virus (shingles), which may persist for months and even years. For more information, please
visit: https://www.acastipharma.com/en.
Forward-Looking
Statements
Statements
in this press release that are not statements of historical or current fact constitute “forward-looking
information” within the meaning of Canadian securities laws and “forward-looking
statements” within the meaning of the U.S. Private Securities Litigation Reform Act
of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended (collectively, “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 labelled with the terms “believes,”
“belief,” “expects,” “intends,” “anticipates,”
“potential,” “should,” “may,” “will,” “plans,”
“continue”, “targeted” or other similar expressions 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.
These
forward-looking statements are based upon Acasti’s current expectations and involve
assumptions that may never materialize or may prove to be incorrect. Actual results and the
timing of events could differ materially from those anticipated in such forward-looking statements
as a result of various risks and uncertainties, including, without limitation: (i) potential
adverse reactions or changes to business relationships resulting from the announcement or
completion of the merger; (ii) the success and timing of regulatory submissions and pre-clinical
and clinical trials; (iii) regulatory requirements or developments; (iv) changes to clinical
trial designs and regulatory pathways; (v) Acasti’s projected cash position and operating
runway; (vi) legislative, regulatory, political and economic developments, and (vii) the
effects of COVID-19 on clinical programs and business operations. The foregoing review of
important factors that could cause actual events to differ from expectations should not be
construed as exhaustive and should be read in conjunction with statements that are included
herein and elsewhere, including the risk factors detailed in documents that have been and
may be filed by Acasti from time to time with the SEC, including Circular. All forward-looking
statements contained in this press release speak only as of the date on which they were made.
Acasti undertakes no obligation to update such statements to reflect events that occur or
circumstances that exist after the date on which they were made.
Neither
NASDAQ, the TSXV nor its Regulation Services Provider (as that term is defined in the policies
of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Acasti
Contact:
Jan D’Alvise
Chief Executive Officer
Tel: 450-686-4555
Email:
info@acastipharma.com
www.acastipharma.com
U.S.
Contact:
Crescendo Communications, LLC
Tel : 212-671-1020
Email :
ACST@crescendo-ir.com
1
The Orphan Drug Designation program provides orphan status to drugs and biologics which
are defined as those intended for the treatment, prevention or diagnosis of a rare disease
or condition, which is one that affects less than 200,000 persons in the United States or
meets cost recovery provisions of the Orphan Drug Act. The status helps incentivize the development
of therapies to treat unmet medical needs by providing a company with seven years of exclusivity
rights once a drug reaches market.
