3/A: Initial statement of beneficial ownership of securities
Published on July 11, 2024
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/28/2024 |
3. Issuer Name and Ticker or Trading Symbol
Acasti Pharma Inc. [ ACST ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 07/09/2024 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Class A Common Stock | 959,571 | I | By: ADAR1 Partners(1)(2)(3) |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Warrant (Common Stock) | 09/25/2023 | 09/25/2028 | Common Stock | 1,268,195(5) | 3.003 | I | By: ADAR1 Partners(1)(2)(3) |
| Pre-Paid Warrant (Common Stock) | 09/25/2023 | (4) | Common Stock | 913,631(4) | 0.0001 | I | By: ADAR1 Partners(1)(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. ADAR1 Capital Management GP, LLC is the general partner of ADAR1 Partners, LP ("ADAR1 Partners"). |
| 2. ADAR1 Capital Management, LLC ("ADAR1 Capital"), an entity owned and controlled by Dr. Daniel Schneeberger, owns voting and investment control with respect to the shares held by ADAR1 Partners, LP. Because of the relationship between ADAR1 Partners and ADAR1 Capital, ADAR1 Capital may be deemed to beneficially own the shares held directly by ADAR1 Partners. |
| 3. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
| 4. Pursuant to a Pre-Funded Common Stock Purchase Warrant, ADAR1 Partners may purchase up to 913,631 shares of Issuer's Common Stock, exercisable until fully filled. |
| 5. Pursuant to a Common Stock Purchase Warrant, ADAR1 Partners may purchase up to 1,268,195 of Issuer's Common Stock. |
| ADAR1 Capital Management, LLC, By /s/ Daniel Schneeberger, Manager | 07/11/2024 | |
| ADAR1 Partners, LP, By ADAR1 Capital Management GP, LLC, its general partner, By /s/ Daniel Schneeberger, Manager | 07/11/2024 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.