ACST Acasti Pharma Inc

 

Proxy Statement and Management Information Circular

Acasti Pharma Inc.

and

Prospectus

Acasti Pharma Inc.

AUTHORIZING THE CONTINUANCE, AUTHORIZING THE DOMESTICATION, APPROVAL OF 2024

EQUITY INCENTIVE PLAN, ELECTION OF DIRECTORS, INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM APPOINTMENT AND ADVISORY VOTE ON THE COMPENSATION OF

ACASTI PHARMA INC.’S NAMED EXECUTIVE OFFICERS

This proxy statement/prospectus (this “Proxy Statement/Prospectus”) is being furnished to you as a shareholder of Acasti Pharma Inc., a Québec corporation (“Acasti,” the “Company,” “we,” “us” and “our”), in connection with (i) subject to and conditional upon the approval of the Domestication (as described below), the proposed change in the jurisdiction of incorporation of Acasti from the Province of Québec in Canada to the Province of British Columbia in Canada pursuant to a “continuance” effected in accordance with Chapter XII of the Business Corporations Act (Québec) (“QBCA”) (the “Continuance”), (ii) subject to and conditional upon the approval and implementation of the Continuance, the proposed change in the jurisdiction of Acasti from the Province of British Columbia to the State of Delaware in the United States pursuant to a “continuance” effected in accordance with Section 308 of the Business Corporations Act (British Columbia) (“BCBCA”) and a “domestication” under Section 388 of the General Corporation Law of the State of Delaware (“DGCL”) (the “Domestication”), (iii) subject to and conditional upon the approval and implementation of the Domestication, the proposed approval and adoption of the Acasti Pharma Inc. 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”) and (iv) the other matters to be considered and voted upon at an annual and special meeting of Acasti’s shareholders, all as more fully described in this Proxy Statement/Prospectus.

We are pursuing the Continuance and Domestication for a number of reasons. The Domestication is intended to reduce the regulatory burden and cost of being subject to the laws and regulations of both the United States and Canada and to enhance shareholder value over the long term by, among other things, reducing our operating costs and enabling us to compete effectively in raising the capital necessary to continue to implement our strategic plan. In addition, our corporate offices and operations are located in the United States and a large percentage of our shareholders are located in the United States. We chose the State of Delaware to be our proposed domicile principally because the DGCL accommodates a continuance authorized under applicable British Columbia corporate statutes. We also chose the State of Delaware because of the substantial body of case law that has evolved over the years interpreting various provisions of the DGCL and the more favorable corporate environment afforded by the State of Delaware. References to “Acasti Delaware” contained in this Proxy Statement/Prospectus refer solely to Acasti Pharma Inc., a Delaware corporation, as of the effective time of the Domestication.

If the Continuance and Domestication are approved by our shareholders and we complete the Continuance and Domestication, we will continue our legal existence in Delaware as if we had originally been incorporated under Delaware law. In addition, under the Continuance, each issued and outstanding Class A common share of Acasti as a Québec corporation will then represent one common share of Acasti as a British Columbia corporation, and under the Domestication, each outstanding common share as a British Columbia corporation will then represent one share of common stock of Acasti Delaware (the Class A common shares of Acasti as a Québec corporation, the common shares of Acasti as a British Columbia corporation and the common stock of Acasti Delaware are, as applicable, referenced herein as our “Common Shares”). Our Common Shares are currently traded on The Nasdaq Stock Market, LLC (“Nasdaq”) under the ticker symbol “ACST”. Following the completion of the Continuance and Domestication, our Common Shares will continue to be listed on Nasdaq under the symbol “ACST”. Our board of directors has reserved the right to terminate or abandon the Continuance and Domestication at any time prior to its effectiveness, notwithstanding shareholder approval, if it determines for any reason that the consummation of the Continuance or the Domestication would be inadvisable or not in our best interests.

At the annual and special meeting of our shareholders, in addition to proposals relating to the Continuance and Domestication as described above, we are also seeking shareholder approval of the 2024 Equity Incentive Plan, which approval is subject to and conditional upon the approval of the Domestication, the election of our director nominees, the appointment of KPMG LLP as our independent registered public accounting firm and authorization of the fixing of such firm’s remuneration, and the approval of, on an advisory basis, the compensation of our named executive officers, each as more fully described in this Proxy Statement/Prospectus and the accompanying notice of annual and special meeting of shareholders.

This Proxy Statement/Prospectus constitutes a prospectus of Acasti under Section 5 of the Securities Act with respect to the Common Shares issuable in connection with the Domestication and a proxy statement of Acasti under Section 14(a) of the Exchange Act with respect to the annual and special meeting of our shareholders at which such shareholders will be asked to consider and vote on various proposals described herein.

If the Continuance and Domestication are consummated, our shareholders will not be required to surrender or exchange their Common Shares, which will represent shares of common stock, par value $0.0001 per share, of Acasti Delaware upon the Domestication.

These securities involve a high degree of risk. See the section entitled “Risk Factors” beginning on page 10 of the Proxy Statement/Prospectus for a discussion of specified matters that should be considered.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION, OR SIMILAR AUTHORITY IN ANY PROVINCE OF CANADA, HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Proxy Statement/Prospectus is not an offer to sell, or a solicitation of an offer to buy, any securities.

This Proxy Statement/Prospectus is dated   , 2024. The Notice of Internet Availability of Proxy Materials is first being

mailed to our shareholders on or about   , 2024.

 

To the shareholders of Acasti Pharma Inc.:

NOTICE IS HEREBY GIVEN THAT the annual and special meeting of the holders of Class A common shares (“Shareholders”) of Acasti (“Acasti,” the “Company,” “we,” “us” and “our”) will be held solely by means of a remote communication online at www.virtualshareholdermeeting.com/ACST2024 on September 30, 2024 at 10:00 a.m. (Eastern Time) (the “Meeting”), for the following purposes:

The Proxy Statement/Prospectus more fully describes the details of the business to be conducted at the Meeting. After careful consideration, our Board of Directors (the “Board”) has unanimously approved each of the proposals and recommends that you vote FOR each nominee and proposal described in the Proxy Statement/Prospectus.

We are pleased to make use of the U.S. Securities and Exchange Commission (the “SEC”) rules that allow companies to furnish the Proxy Statement/Prospectus, form of proxy and annual report (collectively, the “proxy materials”) to their shareholders via the internet by way of a notice of internet availability of proxy materials (the “Notice of Internet Availability of Proxy Materials”) pursuant to 17 CFR § 240.14a-16 (“Rule 14a-16”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We believe the ability to deliver proxy materials electronically allows us to provide our Shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact from the distribution of our proxy materials. In delivering

proxy materials electronically pursuant to SEC rules, we are deemed to be in compliance with National Instrument 51-102 of the Canadian Securities Administrators, Section 9.1.5 – Compliance with SEC Notice-and-Access Rules, because we (a) are subject to, and comply with, Rule 14a-16 under the Exchange Act; and (b) residents of Canada do not own, directly or indirectly, outstanding voting securities carrying more than 50% of the votes for the election of directors, and none of the following apply: (i) the majority of our executive officers or directors are residents of Canada; (ii) more than 50% of our consolidated assets are located in Canada; or (iii) our business is administered principally in Canada.

Under the rules adopted by the SEC, we may deliver a single set of proxy materials or Notice of Internet Availability of Proxy Materials to one address shared by two or more Shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of Notice of Internet Availability of Proxy Materials to multiple Shareholders who share an address, unless we received contrary instructions from the impacted Shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request to our Chief Executive Officer at Acasti Pharma Inc., 103 Carnegie Center Suite 300, Princeton, New Jersey 08540, telephone: (818) 839-4378, a separate copy of the proxy materials or Notice of Internet Availability of Proxy Materials, as requested, to any Shareholder at the shared address to which a single copy of these documents was delivered. See “Householding – Shareholders Sharing the Same Address” for further information.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE VOTE VIA THE INTERNET, OVER THE TELEPHONE OR BY MAIL BY FOLLOWING THE INSTRUCTIONS FOUND ON THE NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS OR ON THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE AT THE MEETING IF YOU ATTEND THE MEETING VIRTUALLY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN A LEGAL PROXY FROM THAT INTERMEDIARY.

The Notice of 2024 Annual and Special Meeting of Shareholders and our other proxy materials will be mailed or be made available to you on or around   , 2024.

Our Board has established August 6, 2024 as the record date (the “Record Date”) for the purpose of determining the Shareholders which are entitled to receive notice of and to vote at the Meeting.

Shareholders who hold Common Shares directly on the Record Date must vote via the internet at www.proxyvote.com or telephone at 1-800-690-6903, return a proxy card by mail or attend the Meeting in person virtually in order to vote on the proposals. Shareholders who hold Common Shares indirectly on the Record Date through a brokerage firm, bank or other agent must return a voting instruction form to have their shares voted on their behalf. Brokerage firms, banks or other financial institutions that do not receive voting instructions from beneficial holders may, unless prohibited by each brokerage firm’s, bank’s or other financial institution’s internal policies, either vote these shares on behalf of the non-registered Shareholders on certain “routine” matters or return a proxy leaving these shares un-voted, which is referred to as a “broker non-vote”.

A proxy can be submitted to Broadridge Financial Solutions (“Broadridge”) either in person, or by mail or courier, to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, or via the internet at www.proxyvote.com. A proxy must be deposited with Broadridge by no later than 10:00 a.m. Eastern Time on September 27, 2024, or if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays and holidays, before the commencement of such adjourned or postponed Meeting. If a Shareholder who has submitted

a proxy attends the Meeting via the webcast, any votes cast by such Shareholder at the Meeting will be counted and any previously submitted proxy will be disregarded. Your shares will be voted in accordance with your instructions as indicated on the form of proxy, or if a form of proxy is returned without instructions, in the manner set forth in the Proxy Statement/Prospectus.

If a Shareholder receives more than one form of proxy or voting instruction because such holder owns Common Shares registered in different names or addresses, each form of proxy and voting instruction form should be completed and returned.

Pursuant to the Business Corporations Act (Québec) and the Business Corporations Act (British Columbia), Shareholders have the right to dissent in respect of the Continuance and the Domestication, respectively, and be paid the fair value of their Common Shares, subject to certain conditions. These dissent rights, and the procedures for their exercise, are described in the Proxy Statement/Prospectus under the headings “Right to Demand Repurchase of Shares” and “Dissent Rights of Shareholders”. Only registered Shareholders are entitled to exercise rights of dissent. Failure to comply strictly with the dissent procedures described in the Proxy Statement/Prospectus will result in the loss or unavailability of any right of dissent. Non-registered Shareholders whose Common Shares are registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that ONLY REGISTERED SHAREHOLDERS ARE ENTITLED TO DISSENT IN RESPECT OF THE CONTINUANCE OR THE DOMESTICATION. Non-registered beneficial Shareholders should contact their broker, investment dealer, bank or other nominee in order to exercise dissent rights.

Important Notice of 2024 Annual and Special Meeting of Shareholders to be held on September 30, 2024.

Our proxy materials are available at www.proxyvote.com.

This Proxy Statement/Prospectus constitutes part of a registration statement on Form S-4 that was filed with the Securities and Exchange Commission (“SEC”). This Proxy Statement/Prospectus incorporates important information that is not included in or delivered with the this Proxy Statement/Prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

We will furnish without charge to each person, including any beneficial owner, to whom a Proxy Statement/Prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated by reference into this Proxy Statement/Prospectus but not delivered with the Proxy Statement/Prospectus, including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to Acasti Pharma Inc., Attention: Robert DelAversano, Vice President, Finance, 103 Carnegie Center Suite 300, Princeton, New Jersey 08540. Our phone number is (818) 839-4378. You may also view the documents that we file with the SEC and incorporate by reference in this Proxy Statement/Prospectus on our corporate website at www.acasti.com. The information on our website is not incorporated by reference and is not a part of this Proxy Statement/Prospectus. In order for you to receive timely delivery of the documents in advance of the Meeting, you must request the information no later than ten business days prior to the date of the Meeting, by September 16, 2024.

The following questions and answers briefly address some commonly asked questions about the Meeting. They may not include all the information that is important to you. You should read carefully this entire Proxy Statement/Prospectus and the other documents referred to herein. References are included in certain parts of this section to direct you to a more detailed discussion of each topic presented in this section. In this Proxy Statement/Prospectus, unless the context otherwise requires, “Acasti,” the “Company,” “we,” “us,” and “our” refers to Acasti Pharma Inc. and its consolidated subsidiaries. All references to “dollars” or the use of the symbol “$” are to United States dollars and use of the symbol “CAD$” refers to Canadian dollars.

The Meeting will be hosted online by way of a live webcast beginning at 10:00 a.m. Eastern Time on September 30, 2024. Shareholders will NOT be able to attend the Meeting in person. A summary of the information Shareholders will need to attend the online Meeting is provided below.

Shareholders and duly appointed proxyholders can attend the Meeting online by going to www.virtualshareholdermeeting.com/ACST2024.

Registered Shareholders and duly appointed proxyholders can participate in the Meeting by going to www.virtualshareholdermeeting.com/ACST2024 and entering a valid 16-digit control number before the start of the Meeting, which 16-digit control number can be found in the Notice of Internet Availability of Proxy Materials or on the form of proxy.

In order to participate online, Shareholders and proxyholders must have a valid 16-digit control number. Voting at the Meeting will only be available for registered Shareholders and duly appointed proxyholders. Non-registered Shareholders who have not appointed themselves as proxyholders may attend the Meeting as a guest at www.virtualshareholdermeeting.com/ACST2024, but will not be able to submit questions or vote.

Registered Shareholders that have a valid 16-digit control number, along with duly appointed proxyholders, will be able to vote and submit questions during the Meeting. To do so, please go to www.virtualshareholdermeeting.com/ACST2024 prior to the start of the Meeting to login. Enter your 16-digit control number. Non-registered Shareholders who have not appointed themselves to vote at the Meeting may login as a guest as described above. Non-registered Shareholders who do not have a 16-digit control number will only be able to attend as a guest, which allows them listen to the Meeting; however, they will not be able to vote or submit questions. Please see the information below for an explanation of why certain Shareholders may not receive a form of proxy.

To attend and vote at the virtual Meeting, a non-registered beneficial holder who holds Common Shares indirectly through a brokerage firm, bank or other agent must first obtain a valid legal proxy from its broker, bank or other agent and then register in advance of the Meeting. Follow the instructions from your broker, bank or other agent included with these proxy materials or contact your broker, bank or other agent to request a legal proxy form.

Shareholders that hold Common Shares on the Record Date are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the proxy to attend and vote, deliver their proxies at the place and within the time set forth in this Proxy Statement/Prospectus.

Our authorized capital consists of an unlimited number of no par value Common Shares and an unlimited number of no par value Class B, Class C, Class D and Class E common shares, issuable in one or more series.

On the Record Date, there were a total of     Common Shares issued and outstanding and no Class B, Class C, Class D or Class E common shares issued and outstanding. Each Common Share entitles its holder to one vote.

Our by-laws and Nasdaq rules applicable to us require a quorum of Shareholders representing at least 33 1⁄3% of the Common Shares outstanding on the Record Date to conduct business at the Meeting.

The voting process is different depending on whether you are a registered or non-registered (i.e., beneficial) Shareholder:

You are a registered Shareholder if your name appears on your share certificate or in the registers of Acasti maintained by Computershare Investor Services Inc., our transfer agent. Your proxy form tells you whether you are a registered Shareholder. We will mail copies of the Notice of Internet Availability of Proxy Materials directly to registered Shareholders. The Notice of Internet Availability of Proxy Materials instructs you as to how you may access and review important information contained in the proxy materials, including the Proxy Statement/Prospectus, form of proxy and annual report online.

Only registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting.

In many cases, Common Shares beneficially owned by a non-registered Shareholder are registered either:

We will provide copies of the Notice of Internet Availability of Proxy Materials and our proxy materials to such intermediaries for forwarding to non-registered Shareholders who request printed copies of these proxy materials and will reimburse these persons for their costs of forwarding these proxy materials.

Intermediaries are required to forward the Notice of Internet Availability of Proxy Materials to non-registered Shareholders, and often use a service provider for this purpose. Non-registered Shareholders will either:

Under applicable securities laws, a beneficial owner is an “objecting beneficial owner” (or “OBO”) if such beneficial owner has or is deemed to have provided instructions to the intermediary holding the securities on such beneficial owner’s behalf objecting to the intermediary disclosing ownership information about the beneficial owner

in accordance with such laws. If you are an OBO, you received these materials from your intermediary, or its agent and your intermediary is required to seek your instructions as to how to vote your Common Shares. We have agreed to pay for intermediaries to deliver to OBOs the Notice of Internet Availability of Proxy Materials and, if so requested, the proxy materials and the relevant voting instruction form. The voting instruction form that is sent to an OBO by the intermediary or its agent should contain an explanation as to how you can exercise your voting rights, including how to attend and vote directly at the Meeting. Please provide your voting instructions to your intermediary as specified in the voting instruction form.

In either case, the purpose of these procedures is to permit non-registered Shareholders to direct the voting of the Common Shares they beneficially own.

If you are a non-registered Shareholder who receives a voting instruction form and who wishes to vote at the Meeting (or have another person attend and vote on your behalf), you should print your name, or that of such other person, on the voting instruction form and return it to the intermediary or its service provider. If you are a non-registered Shareholder who receives a proxy form and who wishes to vote at the Meeting (or have another person attend and vote on your behalf), you should strike out the names of the persons set out in the proxy form and write your name or the name of such other person in the blank space provided and submit it to Broadridge following the instructions set forth in (b) above.

A non-registered Shareholder may revoke voting instructions which have been given to an intermediary at any time by written notice to the intermediary.

We have elected to provide access to our proxy materials on the internet. Accordingly, we are sending the Notice of Internet Availability of Proxy Materials to our Shareholders. All Shareholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials on the internet or to request a printed copy may be found in the Notice of Internet Availability of Proxy Materials. In addition, Shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage Shareholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact of the Meeting.

A registered Shareholder or a non-registered Shareholder who has appointed themselves or a third-party proxyholder to represent them at the Meeting will appear on a list of Shareholders prepared by Broadridge for the Meeting. To have their Common Shares voted at the Meeting, each registered Shareholder or proxyholder will be required to enter their control number or username provided by Broadridge at www.virtualshareholdermeeting.com/ACST2024 prior to the start of the Meeting.

Most non-registered Shareholders who have not waived the right to receive proxy materials will receive a voting instruction form. Registered Shareholders will, and some non-registered Shareholders may, receive a form of proxy. Shareholders should follow the procedures set out below, depending on what type of form they receive.

If you are a non-registered Shareholder who wishes to attend and vote at the Meeting (or wishes to have another person attend and vote on your behalf), you must complete, sign and return the voting instruction form in accordance with the directions provided and a form of proxy giving the right to attend and vote will be forwarded to you.

Or

Less frequently, a non-registered Shareholder will receive, as part of the proxy materials, a form of proxy that has already been signed by the intermediary (typically by a facsimile or stamped signature), which is restricted as to the number of Common Shares beneficially owned by the non-registered Shareholder but which is otherwise uncompleted. In such a case, if you are a non-registered Shareholder and do not wish to attend and vote at the Meeting (or wish to have another person attend and vote on your behalf), you must complete the form of proxy and deposit it with Broadridge via the internet at www.proxyvote.com or telephone at 1-800-690-6903 or either in person, or by mail or courier, to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you are a non-registered Shareholder and you wish to attend and vote at the Meeting (or wish to have another person attend and vote on your behalf), you must strike out the names of the persons named in the proxy and insert your (or such other person’s) name in the blank space provided.

To attend and vote at the Meeting, a non-registered beneficial holder who holds Common Shares indirectly through a brokerage firm, bank or other agent must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker, bank included with these proxy materials or contact your broker, bank or other agent to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, you may attend the Meeting and vote your shares at www.virtualshareholdermeeting.com/ACST2024 during the Meeting.

Shareholders should follow the instructions on the forms they receive, and non-registered Shareholders should contact their intermediaries promptly if they need assistance.

The Notice of Internet Availability of Proxy Materials is being sent and the proxy materials are being made available to both registered and non-registered owners of Common Shares. We are sending the Notice of Internet Availability of Proxy Materials indirectly to non-objecting beneficial owners (as defined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”)). We intend to pay for intermediaries to forward the Notice of Internet Availability of Proxy Materials to objecting beneficial owners (as defined in NI 54-101).

To request a printed copy of the proxy materials, please contact your intermediary if you are a non-registered Shareholder, or if you are a registered Shareholder, contact Broadridge at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 , via telephone at 1-800-690-6903 or via the internet at www.proxyvote.com.

The following items of business will be covered at the Meeting:

As of the date of this Proxy Statement/Prospectus, our management is not aware of any such other business.

The Board recommends a vote:

You may select “For” or “Withhold” with respect to each nominee for director under Proposal No. 1. The affirmative vote of a majority of the votes cast at the Meeting by proxy or in person is required for the election of each director nominee.

You may select “For,” “Against” or “Abstain” with respect to Proposal No. 2. The affirmative vote of a majority of the votes cast at the Meeting by proxy or in person is required for the approval for KPMG as our independent registered public accounting firm until the close of the next annual meeting of Shareholders and to authorize the Board to fix such independent registered public accounting firm’s remuneration.

You may select “For”, “Against” or “Abstain” with respect to Proposal No. 3. The affirmative vote of a majority of the votes cast at the Meeting by proxy or in person is required for the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers, as described in this Proxy Statement/Prospectus. The results of the vote on the proposal are not binding on the Board.

You may select “For”, “Against” or “Abstain” with respect to Proposal No. 4. The affirmative vote of at least two-thirds of the votes cast at the Meeting by proxy or in person is required for the approval of the continuance of Acasti from the Province of Québec to the Province of British Columbia, subject to and conditional upon the approval of the Domestication Resolution, as described in this Proxy Statement/Prospectus.

You may select “For”, “Against” or “Abstain” with respect to Proposal No. 5. The affirmative vote of at least two-thirds of the votes cast at the Meeting by proxy or in person is required for the approval of the domestication of Acasti from the Province of British Columbia to the State of Delaware and the certificate of incorporation governing Acasti post-Domestication subject to and conditional upon the approval of the Continuance Resolution, as described in this Proxy Statement/Prospectus.

You may select “For”, “Against” or “Abstain” with respect to Proposal No. 6. The affirmative vote of a majority of the votes cast at the Meeting by proxy or in person is required for the approval of the 2024 Equity Incentive Plan, subject to and conditional upon the approval of the Domestication Resolution, as described in this Proxy Statement/Prospectus.

If your Common Shares are registered in your name and you abstain from voting on any of the proposals set forth in this Proxy Statement/Prospectus, your abstention will not have any effect on the outcome of the vote for such proposal. Abstentions will each be counted for the quorum requirement. If you hold your Common Shares through a bank, broker or other agent and you do not instruct the bank, broker or other agent on how to vote on any of the proposals set forth in this Proxy Statement/Prospectus, with the exception of Proposal No. 2, your bank, broker or other agent will not have authority to vote your Common Shares. Broker non-votes will not have an impact on the outcome of the proposals set forth in this Proxy Statement/Prospectus.

As discussed more fully in “Material United States Federal Income Tax Consequences” below, the Domestication is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, U.S. Holders (as defined in “Material United States Federal Income Tax Consequences” below) of Acasti Common Shares will be subject to Section 367(b) of the Code and, as a result:

Subject to the discussion below concerning the application of the passive foreign investment company (“PFIC”) rules to the Domestication, a U.S. Holder of Acasti Common Shares whose ordinary shares have a fair market value of less than $50,000 on the date of the Domestication and who does not own actually and/or constructively 10% or more of the total combined voting power of all classes of Acasti shares entitled to vote or 10% or more of the total value of all classes of Acasti shares (a “10% shareholder”) should not be required to recognize any gain or loss and should not be required to include any part of Acasti’s earnings in income.

Subject to the discussion below concerning the application of the PFIC rules to the Domestication, a U.S. Holder of Acasti Common Shares whose ordinary shares have a fair market value of $50,000 or more, but who is not a 10% shareholder will generally recognize gain (but not loss) on the deemed receipt of Acasti Delaware Common Shares in the Domestication. As an alternative to recognizing gain as a result of the Domestication, such U.S. Holder may file an election to include in income, as a dividend, the “all earnings and profits amount” (as defined in the U.S. Treasury Regulations (the “Regulations”) under Section 367) attributable to its Acasti Common Shares provided certain other requirements are satisfied as described under “Material United States Federal Income Tax Consequences—U.S. Holders—Material U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of Acasti Common Shares—Application of Section 367(b) of the Code to the Domestication”.

Subject to the discussion below concerning the application of the PFIC rules to the Domestication, a U.S. Holder of Acasti Common Shares who on the date of the Domestication is a 10% shareholder will generally be required to include in income, as a dividend, the “all earnings and profits amount” (as defined in the Regulations under Section 367) attributable to its Acasti Common Shares.

As discussed further under “Material United States Federal Income Tax Consequences” below, Acasti has determined that there is a significant risk that Acasti may have been classified as a PFIC for the 2023, 2022, 2021 and 2020 taxable years and may also be classified as a PFIC for the current taxable year. However, PFIC status is fundamentally factual in nature, depends on the application of complex U.S. federal income tax rules (which are subject to differing interpretations), generally cannot be determined until the close of the taxable year in question and

is determined annually. In the event that Acasti is (or in some cases has been) treated as a PFIC, notwithstanding the foregoing, proposed Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain as a result of the Domestication unless the U.S. Holder makes (or has made) certain elections discussed further under “Material United States Federal Income Tax Consequences—U.S. Holders—Material U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of Acasti Common Shares—PFIC Considerations with Respect to the Domestication.” The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. It is difficult to predict whether such proposed Regulations will be finalized and whether, in what form, and with what effective date, other final Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the section entitled “Material United States Federal Income Tax Consequences”.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Material United States Federal Income Tax Consequences” below) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s Acasti Common Shares subsequent to the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a complete discussion of the material U.S. federal income tax consequences of the Domestication, see the section entitled “Material United States Federal Income Tax Consequences” below.

Under the Income Tax Act (Canada) (the “Canadian Tax Act”), the Domestication will cause us to cease to be resident in Canada and as a result we will be deemed to have a taxation year end. We will also be deemed to have disposed of each of our properties immediately before our deemed taxation year end for proceeds of disposition equal to the fair market value of such properties at the time of such disposition and to have reacquired such properties immediately thereafter at a cost equal to such proceeds of disposition. We will be subject to Part I income tax on any income and net taxable capital gains realized as a result of the deemed dispositions of our properties after the utilization of any available capital or non-capital losses. We will also be subject to an additional “emigration tax” on the amount by which the fair market value, of all of the property owned by us immediately before our deemed taxation year end resulting from the Domestication, exceeds the total of certain of our liabilities and the paid-up capital of all the issued and outstanding shares of Acasti for purposes of the Canadian Tax Act immediately before the deemed taxation year end. Our management has advised that if the Domestication were to occur as of the date hereof, in management’s view the deemed disposition of our properties that would occur because of the Domestication would not result in any taxable income to us under Part I of the Canadian Tax Act after the utilization of any available capital or non-capital losses, and the Domestication would not result in any liability for emigration tax.

A Shareholder who is resident in Canada for purposes of the Canadian Tax Act should not be considered to have disposed of its Common Shares as a result of the Domestication, and the Domestication should not affect the adjusted cost base of a Canadian resident Shareholder’s Common Shares.

The foregoing is a brief summary of the principal Canadian federal income tax considerations only and is qualified in its entirety by the more detailed description of Canadian federal income tax considerations in the section entitled “Canadian Federal Income Tax Consequences” section of this Proxy Statement/Prospectus, which Shareholders are urged to read. This summary does not discuss all aspects of Canadian tax consequences that may apply in connection with the Domestication. Shareholders should consult their own tax advisors as to the tax consequences of the Domestication applicable to them.

Under rules of the New York Stock Exchange, which are also applicable to Nasdaq-listed companies, brokers, banks and other agents that are subject to New York Stock Exchange rules may use their discretion to vote “uninstructed” shares on matters considered to be “routine” under New York Stock Exchange rules but not with respect to “non-routine” matters. If at least one routine matter is on the ballot, a broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine” under rules of the New York Stock

Exchange. Because all of the proposals to be considered at the Meeting, with the exception of Proposal No. 2 Appointment of KPMG, are considered to be “non-routine” under New York Stock Exchange rules, broker non-votes may occur in connection with each proposal, with the exception of Proposal No. 2 Appointment of KPMG for which broker non-votes are not expected to occur.

In addition, under applicable Canadian securities laws, Canadian banks, brokers and other agents are not permitted to vote shares held on behalf of a beneficial owner except in accordance with voting instructions received from such beneficial owner.

In the event of a broker non-vote, such beneficial owners’ Common Shares will be included in determining whether a quorum is present, but otherwise will not be counted as having been voted in respect of any such matter. Thus, a broker non-vote will make a quorum more readily obtainable, but a broker non-vote will not otherwise affect the outcome of a vote on a proposal that requires a majority of the votes cast.

A Shareholder who has given a proxy may revoke it, as to any proposal on which a vote has not already been cast pursuant to the authority conferred by it, by an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. The revocation of a proxy, in order to be acted upon, must be deposited with Broadridge at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 at any time but no less than 48 hours (excluding Saturdays and holidays) prior to the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or, by a registered Shareholder, with the Secretary or the Chair of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

In addition, a proxy may be revoked by the Shareholder by submitting a new vote on the internet, by telephone, by attending and voting at the Meeting (note that simply attending the Meeting will not, by itself, revoke your proxy) or executing another form of proxy bearing a later date and depositing same at the offices of Broadridge at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 no less than 48 hours (excluding Saturdays and holidays) prior to the day of the Meeting or, by a registered Shareholder, with the Secretary or the Chair of the Meeting at the time and place of the Meeting or any adjournment thereof.

The persons named in the enclosed form of proxy are directors or officers of Acasti. Each Shareholder who is entitled to vote at the Meeting is entitled to appoint a person, who need not be a Shareholder, to represent him or her at the Meeting other than those whose names are printed on the accompanying form of proxy by inserting such other person’s name in the blank space provided in the form of proxy and signing the form of proxy or by completing and signing another proper form of proxy. To be valid, the duly completed form of proxy must be deposited at the offices of Broadridge at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 no less than 48 hours (excluding Saturdays and holidays) prior to the day of the Meeting or, by a registered Shareholder, with the Secretary or the Chair of the Meeting at the time and place of the Meeting or any adjournment thereof. The instrument appointing a proxyholder must be executed by the Shareholder or by his attorney authorized in writing or, if the Shareholder is a corporate body, by its authorized officer or officers.

All Common Shares represented at the Meeting by properly executed proxies will be voted, and where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy, the Common Shares represented by the proxy will be voted, in accordance with such specifications. In the absence of any such specifications, the management designees, if named as proxy, will vote FOR all the matters set out herein. Instructions with respect to voting will be respected by the persons designated in the enclosed form of proxy. With respect to amendments or variations to matters identified in the Notice of 2024 Annual and Special Meeting of Shareholders and with respect to other matters that may properly come before the Meeting, such Common Shares will be voted by the persons so designated at their discretion. At this time, management of Acasti knows of no such amendments, variations or other matters.

This means that you own Common Shares that are registered under different accounts. For example, you may own some Common Shares directly as a registered Shareholder and other Common Shares as a non-registered Shareholder through an intermediary, or you may own Common Shares through more than one such organization. In these

situations, you will receive multiple forms of proxy. It is necessary for you to complete and return all proxy cards and voting instruction forms in order to vote all of the Common Shares you own. Please make sure you return each proxy card or voting instruction form in the accompanying return envelope. You may also vote by internet or telephone by following the instructions on your form of proxy.

This Proxy Statement/Prospectus is being furnished in connection with the solicitation of proxies by our management. We will pay for the entire cost of soliciting proxies by management. In addition to this Proxy Statement/Prospectus, our directors, director nominees and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors, director nominees and employees will not be paid any additional compensation for soliciting proxies. No additional compensation will be paid to our directors or employees for such services. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding this Proxy Statement/Prospectus to beneficial owners.

Shareholder proposals intended to be presented in proxy materials pursuant to Rule 14a-8 of the Exchange Act relating to our 2025 annual meeting of Shareholders must be received by us on or before August 16, 2025 unless the date of the 2025 annual meeting of Shareholders is changed by more than 30 calendar days from the anniversary of the date of the Meeting, in which case proposals must be received a reasonable time before we begin to print and mail our proxy materials for our 2025 annual meeting of Shareholders, and must satisfy the requirements of the proxy rules promulgated by the SEC. For a proposal to be valid, it must comply with either the provisions of the Acasti Delaware By-laws (as defined herein) or the QBCA, as applicable, and the Exchange Act.

Assuming the Shareholders approve, and Acasti subsequently consummates the Domestication as described herein and adopts the Acasti Delaware By-laws, to be timely, a Shareholder’s notice for any nominations or other business to be brought before our next annual meeting must be delivered to Acasti not later than the close of business on the 90th day, nor earlier than the 120th day, prior to the first anniversary of the preceding year’s annual meeting, which, pursuant to the Acasti Delaware By-laws, shall be deemed to be September 30, 2025; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the Shareholder must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by Acasti.

If the Domestication is not consummated, in order for a Shareholder proposal to be eligible for inclusion in the proxy statement for our 2025 annual meeting of Shareholders under the Business Corporations Act (Québec) (“QBCA”), the proposal must be in writing, accompanied by the requisite declarations and signed by the submitter and qualified Shareholders who at the time of signing are the registered or non-registered owners of Common Shares that, in the aggregate: (a) constitute at least 1% of the issued Common Shares; or (b) have a fair market value in excess of CAD$2,000. For the submitter or a qualified Shareholder to be eligible to sign the proposal, that Shareholder must have been the registered or non-registered owner of the Common Shares for an uninterrupted period of at least 6 months before the date the proposal is submitted.

In order for a Shareholder proposal to be eligible for inclusion in the proxy statement for our 2025 annual meeting of Shareholders under the Exchange Act, the Shareholder must submit the proposal in accordance with Rule 14a-8 of the Exchange Act, and the Shareholder must have continuously held at least $2,000 in market value for at least 3 years, $15,000 in market value for at least 2 years, or $25,000 in market value for at least 1 year by the date the Shareholder submits the proposal. In each case, the Shareholder must continue to hold those Common Shares through the date of our 2025 annual meeting of Shareholders.

If the Domestication is not consummated, a Shareholder may submit a proposal outside the process of Rule 14a-8, which will not be eligible for inclusion in the proxy statement for our 2025 annual meeting of Shareholders. Notice of a proposal submitted outside this process must be given at least 45 days prior to the one-year anniversary of the day of mailing these proxy materials (unless the date of the 2025 annual meeting of Shareholders is changed by more than 30 calendar days from the date of the one-year anniversary of the Meeting, in which case proposals must be received a reasonable time before the 2025 annual meeting of Shareholders). If a Shareholder fails to notify us of a Shareholder proposal that the Shareholder has not sought to include in the proxy statement by      , 2025, management proxyholders will have discretionary authority to vote on the matter, including discretionary authority to vote in opposition to the Shareholder’s proposal.

If the Domestication is not consummated, a Shareholder wishing to nominate an individual to be a director, other than pursuant to a requisition of a meeting made pursuant to the QBCA or a Shareholder proposal made pursuant to the QBCA and Exchange Act proxy access provisions described above, is required to comply with our advance notice by-law (the “Advance Notice By-law”). The Advance Notice By-law provides, inter alia, that proper written notice of any such director nomination (the “Nomination Notice”) for an annual general meeting of Shareholders must be provided to our Chief Executive Officer not less than 30 days nor more than 65 days prior to the date of the annual general meeting of Shareholders; provided, however, that if the annual general meeting of Shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual general meeting was made, the Nomination Notice must be provided no later than the close of business on the 10th day following the Notice Date. The foregoing is merely a summary of provisions contained in the Advance Notice By-law and is qualified by the full text of the Advance Notice By-law provisions. The full text is set out in the Advance Notice By-law, a copy of which is filed under our profile at www.sedarplus.ca or www.sec.gov, and is attached as an exhibit to this Proxy Statement/Prospectus.

To comply with the universal proxy rules, Shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than August 1, 2025, provided that if the date of the 2025 annual meeting of Shareholders has changed by more than 30 calendar days from one-year anniversary of the date of the Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2025 annual meeting of Shareholders or the 10th calendar day following the day on which public announcement of the date of the 2025 annual meeting of Shareholders is first made.

If there are any amendments or variations in any of the proposals shown in this Proxy Statement/Prospectus, or any other matters which may properly come before the Meeting, Common Shares will be voted by the appointed proxyholder as such proxyholder sees fit.

As of the date of this Proxy Statement/Prospectus, the Board is not aware of any such amendments, variations or other matters to come before the Meeting. However, if any such changes that are not currently known to the Board should properly come before the Meeting, the Common Shares represented by your proxyholders will be voted in accordance with the best judgment of your proxyholders.

We currently expect that an agent of Broadridge will tabulate the votes and serve as inspector of elections for the Meeting.

Preliminary voting results will be announced at the Meeting. Final voting results will be filed with the Canadian provincial securities regulatory authorities on SEDAR+ at www.sedarplus.ca and will also be published in a Current Report on Form 8-K filed with the SEC on EDGAR at www.sec.gov within 4 business days of the Meeting.

If you have any questions or require assistance in voting your Common Shares, please contact Robert DelAversano, Vice President, Finance, at email: r.delaversano@acasti.com or telephone: (818) 839-4378.

The Meeting may be adjourned to any other time and any other place by Chair of the Meeting with the affirmative vote of a majority of the votes cast at the Meeting by proxy or in person. The Chair of the Meeting may also adjourn the meeting ex officio if he or she believes it is impossible to conduct the Meeting in an orderly manner.

Financial Information is provided in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the “Form 10-K”), which can be found under our name on the Canadian Securities Commission’s SEDAR+ (“SEDAR+”) at www.sedarplus.ca, on the SEC’s Electronic Data Gathering, Analysis, and Retrieval System (“EDGAR”) at www.sec.gov, or on our website at www.acasti.com. We will furnish to any Shareholder, upon

written request, any exhibit described in the lists in our Form 10-K without charge. Any such requests should include a representation that the Shareholder was the beneficial owner of Common Shares on the Record Date, and should be directed to Robert DelAversano, Vice President, Finance, at email: r.delaversano@acasti.com or telephone: (818) 839-4378. You may also access the exhibits described in our Form 10-K through the SEC website at www.sec.gov.

In addition to applicable Canadian securities laws and regulations, we are subject to the reporting requirements of the Exchange Act, which requires that we file reports, proxy statements and other information with the SEC. The SEC maintains a website on the Internet that contains reports, proxy statements and other information regarding registrants, including us, that file electronically with the SEC. The SEC’s website address is www.sec.gov.

You should carefully consider all of the information in this Proxy Statement/Prospectus and each of the risks described below, which we believe are the principal risks that the we face. Some of the risks relate to our business, others to the Continuance and the Domestication. Some risks relate principally to the securities markets and ownership of our Common Shares. The risks and uncertainties described below are not the only ones faced by us. You should carefully consider the following factors as well as the other information contained in and incorporated by reference into this Proxy Statement/Prospectus, and specifically, the factors described in the section entitled “Item 1A. Risk Factors” in our Form 10-K. Additional risks and uncertainties not presently known or that are currently deemed immaterial also may impair our business operations. If any of the following risks occur, our business, financial condition, operating results and cash flows and the trading price of our Common Shares could be materially adversely affected.

Upon consummation of the Continuance, Shareholders will become Shareholders of a BCBCA corporation, and, upon consummation of the Domestication, which is subject to and conditional upon the approval by the Shareholders of the Continuance Resolution, and subject to the discretion of the Board, Shareholders will subsequently become stockholders of a Delaware corporation. There are material differences between the QBCA, the BCBCA and the DGCL and our current articles of incorporation and by-laws as a QBCA corporation, proposed Notice of Articles and Articles as a BCBCA corporation and proposed Acasti Delaware Charter and Acasti Delaware By-laws as a Delaware corporation, as discussed hereunder.

The BCBCA provides Shareholders substantially similar rights as are available to Shareholders under the QBCA, including rights of dissent (see under the heading “Dissent Rights of Shareholders”) and appraisal, and rights to bring derivative actions and oppression actions. However, there are certain differences between the two statutes and the regulations thereunder. A summary of certain differences between the QBCA and the BCBCA which we consider to be of significance to Shareholders, is discussed under the heading “Material Differences between Québec Corporate Law and British Columbia Corporate Law” attached hereto as Annex K. This summary is not an exhaustive review of the two statutes. Reference should be made to the full text of both statutes and the regulations thereunder for particulars of any differences between them, and Shareholders should consult their legal or other professional advisors with regard to the implications of the Continuance which may be of importance to them.

Under the BCBCA, certain extraordinary corporate actions, such as continuances, certain amalgamations, sales, leases or other dispositions of all or substantially all of the undertaking of a company (other than in the ordinary course of business), liquidations, dissolutions and certain arrangements, are required to be approved by a special majority of the company’s shareholders, and specifies that a company’s articles set the requirement for a special majority as two-thirds of the votes cast by Shareholders; whereas under Delaware law, a majority of shares outstanding is typically required for approval. Furthermore, Shareholders under the BCBCA are entitled to dissent with respect to a number of extraordinary corporate actions, including an amalgamation, certain amendments to a corporation’s articles of incorporation or the sale of all or substantially all of a corporation’s assets, whereas under Delaware law, stockholders are only entitled to appraisal rights for certain mergers or consolidations. As shown by the examples above, if the Domestication and the Acasti Delaware Charter are approved and the Continuance is consummated, Shareholders, in certain circumstances, may be afforded less protection under the DGCL than they had under the BCBCA. For a more detailed description of how the new organizational documents and Delaware law may differ from our proposed organizational documents that would be in effect following consummation of the Continuance and British Columbia corporate law, see “Material Differences between British Columbia Corporate Law and Delaware General Corporation Law” attached hereto as Annex L. For a more detailed description of how the new organizational documents and Delaware law may differ from our current organizational documents and Québec corporate law, see “Material Differences between Québec Corporate Law and Delaware General Corporation Law”. This description is not intended to be complete and is qualified in its entirety by reference to the DGCL, the QBCA and our governing documents.

Our proposed form of Acasti Delaware By-laws, which would be effective upon the consummation of the Domestication, provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or if such court does not have subject matter jurisdiction another state or federal court (as appropriate) located within the State of Delaware) shall, to the fullest extent permitted by law, shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on Acasti Delaware’s behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, employees or agents to Acasti Delaware or our Shareholders, creditors or other constituents, (iii) any action asserting a claim against Acasti Delaware or any current or former director, officer, employee, or stockholder of Acasti Delaware arising pursuant to any provision of the DGCL, our proposed Acasti Delaware Charter or proposed Acasti Delaware By-laws (as either may be amended and/or restated from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. Also, under our proposed form of Acasti Delaware By-laws, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States of America. Notwithstanding the foregoing, this exclusive forum provision shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock following the Domestication will be deemed to have notice of, and consented to, the provisions of our proposed Acasti Delaware By-laws described in this paragraph. This choice-of-forum provision may limit a Shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Acasti Delaware or its directors, officers, employees or agents, which may discourage such lawsuits against Acasti Delaware and such persons. Alternatively, if a court were to find these provisions of our proposed Acasti Delaware By-laws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and operating results.

The Continuance and the Domestication will each result in additional direct costs to us. We will incur attorneys’ fees, accountants’ fees, filing fees, mailing expenses, franchise taxes and financial printing expenses in connection with the Continuance and the Domestication. The Continuance and the Domestication may also result in certain indirect costs by diverting the attention of our management and employees from the day-to-day management of the business, which may result in increased administrative costs and expenses.

As discussed more fully in “Material United States Federal Income Tax Consequences” below, the Domestication is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, for U.S. federal income tax purposes the Domestication likely will be treated as if Acasti (i) transferred all of its assets and liabilities to Acasti Delaware in exchange for all of the outstanding shares of Acasti Delaware; and (ii) then distributed such shares to the shareholders of Acasti in liquidation of Acasti. As a result of this deemed exchange, U.S. Holders (as defined in such section) of Acasti Common Shares will be subject to Section 367(b) of the Code and accordingly:

Subject to the discussion below concerning the application of the passive foreign investment company (“PFIC”) rules to the Domestication, a U.S. Holder of Acasti Common Shares whose ordinary shares have a fair market value of less than $50,000 on the date of the Domestication and who does not own actually and/or constructively 10% or more of the total combined voting power of all classes of Acasti shares entitled to vote or 10% or more of the total value of all classes of Acasti shares (a “10% shareholder”) should not be required to recognize any gain or loss and should not be required to include any part of Acasti’s earnings in income.

Subject to the discussion below concerning the application of the PFIC rules to the Domestication, a U.S. Holder of Acasti Common Shares whose ordinary shares have a fair market value of $50,000 or more, but who is not a 10% shareholder will generally recognize gain (but not loss) on the deemed receipt of Acasti Delaware Common Shares in the Domestication. As an alternative to recognizing gain as a result of the Domestication, such U.S. Holder may file an election to include in income, as a dividend, the “all earnings and profits amount” (as defined in the U.S. Treasury Regulations (the “Regulations”) under Section 367) attributable to its Acasti Common Shares provided certain other requirements are satisfied as described under “Material United States Federal Income Tax Consequences—U.S. Holders—Material U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of Acasti Common Shares—Application of Section 367(b) of the Code to the Domestication.”

Subject to the discussion below concerning the application of the PFIC rules to the Domestication, a U.S. Holder of Acasti Common Shares who on the date of the Domestication is a 10% shareholder will generally be required to include in income, as a dividend, the “all earnings and profits amount” (as defined in the Regulations under Section 367) attributable to its Acasti Common Shares.

As discussed further under “Material United States Federal Income Tax Consequences” below, Acasti has determined that there is a significant risk that Acasti may have been classified as a PFIC for the 2023, 2022, 2021 and 2020 taxable years and may also be classified as a PFIC for the current taxable year. However, PFIC status is fundamentally factual in nature, depends on the application of complex U.S. federal income tax rules (which are subject to differing interpretations), generally cannot be determined until the close of the taxable year in question and is determined annually. Accordingly, there can be no assurance that Acasti will not be a PFIC in the current taxable year or subsequent years. In the event that Acasti is (or in some cases has been) treated as a PFIC, notwithstanding the foregoing, proposed Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain as a result of the Domestication unless the U.S. Holder makes (or has made) certain elections discussed further under “Material United States Federal Income Tax Consequences—U.S. Holders—Material U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of Acasti Common Shares—PFIC Considerations with Respect to the Domestication.” The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. It is difficult to predict whether such proposed Regulations will be finalized and whether, in what form, and with what effective date, other final Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the section entitled “Material United States Federal Income Tax Consequences.” Each U.S. Holder of Acasti Common Shares is urged to consult its own tax advisor concerning the application of the PFIC rules to the deemed exchange of Acasti Common Shares for Acasti Delaware Common Shares pursuant to the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the material U.S. federal income tax consequences of the Domestication, see the section entitled “Material United States Federal Income Tax Consequences” below.

For Canadian tax purposes, we will be deemed to have a year end immediately prior to the Domestication and will also be deemed to have sold all of our property and received the fair market value for those properties. We do not expect that we will be subject to any Canadian taxation on this deemed disposition. However, we will be subject to an additional corporate emigration tax equal to 5% of the amount by which the fair market value of our property, net of liabilities, exceeds the paid-up capital of our issued and outstanding shares. We have completed certain calculations of our tax accounts with the assistance of professional advisors, and assuming the fair market value of our property reflects the market price of our Common Shares, a price of $2.71 per Common Share as at July 30, 2024 and that the exchange rate of the Canadian dollar to the U.S. dollar is CAD $1.38 equals $1.00 as at July 26, 2024, the Domestication would not result in the imposition of any corporate emigration tax. That said, we may be subject to the corporate emigration tax if the price of our Common Shares increases or the exchange rate were to change significantly. Further, it is possible that the Canadian federal tax authorities may not accept our valuations or

calculations of our tax accounts, which may result in additional taxes payable as a result of the Domestication. As is customary, when a Canadian federal tax liability depends largely on factual matters, we have not applied to the Canadian federal tax authorities for a ruling on such matters and do not intend to do so.

You should read and consider the risk factors specific to our business that will continue to affect us after the effectiveness of the Continuance and the Domestication. These risks are described in the sections entitled “Item 1A. Risk Factors” in our Form 10-K, which is incorporated by reference into this Proxy Statement/Prospectus, and in other documents that are incorporated by reference into this Proxy Statement/Prospectus.

This Proxy Statement/Prospectus contains information that may be 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 in this Proxy Statement/Prospectus as forward-looking information. Forward- looking information can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not statements about the present or historical facts. Forward-looking information in this Proxy Statement/Prospectus includes, among other things, information or statements about:

Undue reliance should not be placed on forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those anticipated by us and expressed or implied by the forward-looking statements contained or incorporated by reference in this Proxy Statement/Prospectus. Such statements are based on a number of known and unknown risks, uncertainties and other factors many of which are beyond our control, that could cause our actual results and developments to differ materially from those that are disclosed in or implied by the forward-looking statements, including, without limitation:

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those expressly or impliedly expected or estimated in such statements. Shareholders and investors should not place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based might not occur. Although we caution that the foregoing list of risk factors, as well as those risk factors presented under the heading “Risk Factors” elsewhere in this Proxy Statement/Prospectus, are not exhaustive, Shareholders and investors should carefully consider them and the uncertainties they represent and the risks they entail. The forward-looking statements contained in this Proxy Statement/Prospectus are expressly qualified in their entirety by this cautionary statement. Unless otherwise indicated, forward-looking statements in this Proxy Statement/Prospectus describe our expectations as of the date of this Proxy Statement/Prospectus and, accordingly, are subject to change after such date. Acasti does not undertake to update or revise any forward-looking statements for any reason, except as required by applicable securities laws.

The annual audited financial statements for our fiscal year ended March 31, 2024 (“Fiscal 2024”) and the report of the independent registered public accounting firm thereon (the “Financial Report”) will be placed before the Meeting. The Financial Report was mailed to Shareholders who requested a copy, is included with our proxy materials at www.proxyvote.com, and is also available as part of our Annual Report on Form 10-K for Fiscal 2024, which can be found on SEC’s EDGAR website at www.sec.gov and SEDAR+ at www.sedarplus.ca and our website at www.acasti.com.

To the knowledge of the Board and management of Acasti, the only matters to be brought before the Meeting are those set out in the Notice of 2024 Annual and Special Meeting of Shareholders and more particularly detailed below.

Our articles of incorporation currently provide that the Board may consist of a maximum of ten directors. The Board has determined to nominate each of the five persons listed in Proposal No. 1 for election as a director at the Meeting, each of whom has indicated his willingness to serve if elected. The Board is currently composed of five directors.

Where you submit a properly executed form of proxy, but do not specify how you want your Common Shares voted, the individuals named as proxyholders in the enclosed form of proxy intend to cast the votes represented by proxy at the Meeting FOR the election as directors of all of the director nominees named in this Proxy Statement/Prospectus.

At the Meeting, Shareholders will be asked to appoint the firm of KPMG as our independent registered public accounting firm until the close of the next annual meeting of Shareholders or until their successor are appointed and to authorize the Board to fix such independent registered public accounting firm’s remuneration. KPMG has been acting as our independent registered public accounting firm since December 11, 2023.

Where you submit a properly executed form of proxy, but do not specify how you want your Common Shares voted, the individuals named as proxyholders in the enclosed form of proxy intend to cast the votes represented by proxy at the Meeting FOR the appointment of KPMG as our independent registered public accounting firm until the next annual meeting of Shareholders or until a successor is appointed by the Board, and authorization of the Board to fix KPMG’s remuneration.

As required by U.S. federal securities laws, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are seeking a vote on an advisory (non-binding) basis to approve the compensation of our named executive officers, as disclosed in this Proxy Statement/Prospectus. This proposal, commonly known as a “say-on-pay” proposal, gives Shareholders the opportunity to endorse or not endorse our executive compensation program and policies. At the 2020 annual meeting of Shareholders, the Board recommended, and Shareholders approved, holding an advisory vote on the compensation of our named executive officers every year.

Where you submit a properly executed form of proxy, but do not specify how you want your Common Shares voted, the individuals named as proxyholders in the enclosed form of proxy intend to cast the votes represented by proxy at the Meeting FOR the advisory (non-binding) vote on the compensation of our named executive officers.

The Board believes it to be in Acasti’s best interests to have discretion to implement the Continuance, in order to change the jurisdiction of incorporation of Acasti from the Province of Québec to the Province of British Columbia pursuant to Section 297 of the QBCA and Section 302 of the BCBCA. Shareholders are being asked to consider and, if thought fit, to pass the Continuance Resolution, with or without variation, approving the Continuance, subject to and conditional upon the approval of the Domestication Resolution, and authorizing the Board, in its sole discretion, to determine whether to implement the Continuance, and if the Board so determines to proceed therewith, to implement the Continuance, which process includes applying for authorization for continuation with the Québec Enterprise Registrar and filing the Continuation Application, to which the Notice of Articles are attached, and any other necessary documentation with the Registrar appointed under the BCBCA. Approval of the Continuance Resolution includes the approval of the Continuance and adoption of the Continuation Application containing the Notice of Articles and Articles, attached to this Proxy Statement/Prospectus as Annex B and Annex G, respectively. The full text of the Continuance Resolution is attached to this Proxy Statement/Prospectus as Annex A.

If the Continuance Resolution is approved by the Shareholders, the Continuance would only be implemented upon a determination by the Board that it is in the best interests of Acasti at that time and will be subject to and conditional upon the approval of the Domestication Resolution. In connection with any determination to implement the

Continuance, the Board will set the timing for such Continuance. Although it is the current intention of the Board to proceed with the Continuance prior to the Domestication, it has no obligation to do so and will have no liability associated with any decision as to whether or not to proceed with the Continuance.

If the Continuance Resolution is approved by the Shareholders, and the Board so determines to proceed with the Continuance, the Continuance will be effective on the date set forth in the Certificate of Continuation issued by the Registrar appointed under the BCBCA. Thereafter, we will be subject to the BCBCA.

Where you submit a properly executed form of proxy, but do not specify how you want your Common Shares voted, the individuals named as proxyholders in the enclosed form of proxy intend to cast the votes represented by proxy at the Meeting FOR the Continuance Resolution.

The Board believes it to be in Acasti’s best interests to have discretion to implement the Domestication (including, without limitation, the Acasti Delaware Charter), subject to and conditional upon the approval by the Shareholders of the Continuance Resolution, in order to change the jurisdiction of incorporation of Acasti from the Province of British Columbia to the State of Delaware pursuant to a “continuation” effected in accordance with Section 308 of the BCBCA and a “domestication” under Section 388 of the DGCL. Shareholders are being asked to consider and, if thought fit, to pass the Domestication Resolution, with or without variation, approving the Domestication and authorizing the Board, in its sole discretion, to determine whether to implement the Domestication (including, without limitation, the Acasti Delaware Charter), and if the Board so determines to proceed therewith, to implement the Domestication, which process includes filing a Certificate of Corporate Domestication and the related Acasti Delaware Charter with the Secretary of State of the State of Delaware as the continuing entity incorporated under the DGCL. Approval of the Domestication Resolution includes the approval of the Domestication and approval of the Acasti Delaware Charter. The full text of the Domestication Resolution is attached to this Proxy Statement/Prospectus as Annex C.

If the Domestication Resolution is approved by the Shareholders, the Domestication would only be implemented upon a determination by the Board that it is in the best interests of Acasti at that time, subject to and conditional upon the approval of the Continuance Resolution and the prior completion of the Continuance as contemplated by the Continuance Resolution and receipt by Acasti of the Certificate of Continuation. In connection with any determination to implement the Domestication, the Board will set the timing for such Domestication. Although it is the current intention of the Board to proceed with the Domestication, it has no obligation to do so and will have no liability associated with any decision as to whether or not to proceed with the Domestication.

If the Domestication Resolution is approved by the Shareholders and the Board so determines to proceed with the Domestication following completion of the Continuance, the Domestication will be effective on the date the Certificate of Corporate Domestication and the Acasti Delaware Charter are filed with the office of the Secretary of State of the State of Delaware or such later date (within 90 days) as provided in the Certificate of Corporate Domestication and the Acasti Delaware Charter. Thereafter, we will be subject to the Acasti Delaware Charter filed in Delaware.

Where you submit a properly executed form of proxy, but do not specify how you want your Common Shares voted, the individuals named as proxyholders in the enclosed form of proxy intend to cast the votes represented by proxy at the Meeting FOR Proposal No. 5, the Domestication.

In connection with the Domestication, our Board believes it to be in Acasti’s best interests to approve the Acasti Pharma Inc. 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”) that is compliant with U.S. public company equity plan rules and practices and that will replace the Acasti Pharma Inc. Stock Option Plan (the “Stock Option Plan”) and the Acasti Pharma Inc. Equity Incentive Plan (the “Equity Incentive Plan,” and, together with the Stock Option Plan, the “Prior Plans”). Our success is highly dependent on our ability to attract and retain highly skilled directors, employees and consultants. To succeed, we must recruit, retain, manage and motivate qualified clinical, scientific, technical and management personnel, and we face significant competition for experienced personnel. One of the tools our Board regards as essential in addressing these human resource challenges is a competitive equity incentive program. Our executive compensation program provides a range of incentive tools and sufficient flexibility to permit the Governance and Human Resources Committee of the Board

(the “GHR Committee”) to implement them in ways that will make the most effective use of our common equity our Shareholders authorize for incentive purposes. We intend to use these incentives to attract new employees and to continue to retain existing directors, employees and consultants for the long-term benefit of Acasti and its Shareholders. The full text of the 2024 Equity Incentive Plan is attached to this Proxy Statement/Prospectus as Annex F, and the material features of the 2024 Equity Incentive Plan are summarized below in the section entitled “Proposal No. 6 — The 2024 Equity Incentive Plan.”

If the 2024 Equity Incentive Plan is approved by the Shareholders, it will become effective upon effectiveness of the Domestication. In connection with any determination to implement the Domestication, the Board will set the timing for such Domestication. Although it is the current intention of our Board to proceed with the Domestication, it has no obligation to do so and will have no liability associated with any decision as to whether or not to proceed with the Domestication. If our Board determines, in its sole discretion, not to proceed with the Domestication, the 2024 Equity Incentive Plan will not become effective.

Where you submit a properly executed form of proxy, but do not specify how you want your Common Shares voted, the individuals named as proxyholders in the enclosed form of proxy intend to cast the votes represented by proxy at the Meeting FOR the 2024 Equity Incentive Plan.

We will consider any other business that may properly come before the Meeting. As of the date of this Proxy Statement/Prospectus, we are not aware of any changes to the items above or any other business to be considered at the Meeting. If there are changes or new items, your proxyholder can vote your Common Shares on these items as he or she sees fit. If any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote in respect of those matters in accordance with their best judgment.

Our authorized share capital structure consists of an unlimited number of Common Shares, no par value per share and an unlimited number of no par value Class B, Class C, Class D and Class E common shares, issuable in one or more series. On the Record Date, there were a total    of Common Shares issued and outstanding and entitled to vote at the Meeting and no Class B, Class C, Class D or Class E common shares issued and outstanding. Each Common Share entitles its holder to one vote. The Common Shares are listed on Nasdaq under the symbol “ACST”. Our Common Shares will continue to be listed on Nasdaq under their existing trading symbol, including following the effectiveness of the Domestication.

Only Shareholders of record at the close of business on the Record Date are entitled to notice of the Meeting and to vote at the Meeting or any adjournment or postponement thereof.

A quorum is required in order for the Meeting to be properly constituted. Our by-laws and Nasdaq rules applicable to us require a quorum of Shareholders representing at least 33 1⁄3% of the Common Shares outstanding on the Record Date to conduct business at the Meeting.

The election of directors, appointment of the independent registered public accounting firm, adoption of an advisory (non-binding) resolution on the compensation of our named executive officers and the approval of the 2024 Equity Incentive Plan will each be determined by a majority of votes cast at the Meeting by proxy or in person. The Continuance and the Domestication will each require approval by the affirmative vote of not less than two-thirds of the votes cast at the Meeting by proxy or in person. Our Board has reserved the right, in its sole discretion, to terminate or abandon the Continuance or the Domestication at any time prior to their effectiveness, notwithstanding Shareholder approval.

If your Common Shares are registered in your name and you abstain from voting on any of the proposals set forth in this Proxy Statement/Prospectus, your abstention will not have any effect on the outcome of the vote for such proposal. Abstentions will each be counted for the quorum requirement. If you hold your Common Shares through a bank, broker or other agent and you do not instruct the bank, broker or other agent on how to vote on any of the proposals set forth in this Proxy Statement/Prospectus, with the exception of Proposal No. 2, your bank, broker or other agent will not have authority to vote your Common Shares. Broker non-votes will not have an impact on the outcome of the proposals set forth in this Proxy Statement/Prospectus.

Our articles of incorporation currently provide that the Board may consist of a maximum of ten directors. The Board has determined to nominate each of the five persons listed below for election as a director at the Meeting, each of whom has indicated their willingness to serve if elected. The Board is currently composed of five directors.

The persons named in the enclosed form of proxy intend to vote for the election of the five nominees whose names are set forth below, unless otherwise instructed. Our management does not contemplate that any such nominees will be unable to serve as a director. However, if, for any reason, any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favor of board nominees will be voted for another nominee at their discretion unless the Shareholder has specified in the Shareholder’s proxy that the Shareholder’s Common Shares are to be withheld from voting in the election of directors.

The directors are appointed at each annual meeting of the Shareholders to hold office for a term expiring at the close of the next annual meeting or until his successor is elected or appointed and will be eligible for re-election. A director appointed by the Board between meetings of Shareholders or to fill a vacancy will be appointed for a term expiring at the conclusion of the next annual Shareholders’ meeting or until his successor is elected or appointed and will be eligible for election or re-election.

The Board adopted a policy that entitles each Shareholder to vote for each nominee on an individual basis (the “Majority Voting Policy”).

The following table sets out certain information regarding each of the nominees for election as director:

The Audit Committee of the Board (the “Audit Committee”) is currently composed of Mr. Davis, as Chair, Mr. Kavuru and Mr. Neugeboren. Mr. Kavuru replaced John Canan on the Audit Committee following Mr. Canan's resignation from the Board on March 30, 2023, and Mr. Davis and Mr. Neugeboren replaced Donald Olds and Michael Derby, respectively, on the Audit Committee following Mr. Olds’ and Mr. Derby’s resignations from the Board upon the conclusion of the meeting of the Shareholders held on October 10, 2023. The GHR Committee is currently composed of Mr. Kavuru, as Chair, Mr. Davis and Mr. Neugeboren. Mr. Kavuru replaced John Canan on the GHR Committee following Mr. Canan's resignation from the Board on March 30, 2023, and Mr. Davis and Mr. Neugeboren replaced Donald Olds and Michael Derby, respectively, on the Audit Committee following Mr. Olds’ and Mr. Derby’s resignations from the Board upon the conclusion of the meeting of the Shareholders held on October 10, 2023.

The following is a brief biography of our current directors, director nominees and current executive officers:

Vimal Kavuru – Director Nominee and Chair of the Board. Mr. Kavuru, 55, has served as a director of Acasti since August 2021. He has created and led several pharmaceutical companies. Mr. Kavuru brings, in his vision and management, a broad-based understanding of the global pharmaceutical industry with expertise in strategic planning, product and business development, and operations. In addition to previously serving as the Chairman of the Grace Therapeutics Inc. (“Grace Therapeutics”) board of directors, Mr. Kavuru is the Founder, Chairman and

Chief Executive Officer of Rising Pharma Holdings, Inc., a U.S. generic pharmaceutical company, and Acetris Pharma Holdings, LLC, a generic pharmaceutical company serving U.S. government agencies, positions Mr. Kavuru has held since January 2013 and January 2016, respectively. Previously, Mr. Kavuru founded Citron Pharma and Lucid Pharma, each of which were sold to Aceto Corporation in 2016, Casper Pharma LLC, an emerging specialty brand pharmaceutical company, and Gen-Source RX, a national distributor of generic pharmaceuticals that was acquired by Cardinal Health in 2014. In 2007, Mr. Kavuru also co-founded Celon Labs, a specialty oncology and critical care pharmaceutical company that was acquired by Zanzibar Pharma Limited, a portfolio company of CDC Group. Mr. Kavuru was initially elected to the Board as a nominee of former shareholders of Grace Therapeutics in connection with Acasti’s acquisition of Grace Therapeutics. He is a registered pharmacist in the state of New York, holds a B.S. in Pharmacy from HKE College of Pharmacy, Bulgarga, India, and attended Long Island University, Brooklyn, New York with specialization in industrial pharmacy. The Board believes that Mr. Kavuru’s management experience in the pharmaceutical industry, as well as his operational expertise, qualify him to serve on the Board.

A. Brian Davis – Director Nominee. Mr. Davis, 57, has nearly three decades of experience as a Chief Financial Officer and other executive financial positions in commercial and development-stage publicly traded life science companies. Mr. Davis has extensive knowledge and background related to public company accounting and financial reporting rules and regulations as well as the evaluation of financial results, internal controls and business processes. Since December 2021, Mr. Davis has been the Chief Financial Officer of XyloCor Therapeutics, Inc., a clinical-stage gene therapy company developing potential therapies for patients with cardiovascular disease. Mr. Davis was the Chief Financial Officer of Verrica Pharmaceuticals Inc., a publicly traded, NDA-stage dermatology therapeutics company, from October 2019 to July 2021. Prior to joining Verrica, Mr. Davis was the Chief Financial Officer of Strongbridge Biopharma plc, a public commercial-stage biopharmaceutical company, from March 2015 to September 2019. Mr. Davis was previously the Chief Financial Officer at Tengion, Inc., a publicly traded regenerative medicine company until Tengion, Inc. filed for bankruptcy in December 2014, and Neose Technologies, Inc., a publicly traded biopharmaceutical company. Mr. Davis is licensed as a certified public accountant, and received a B.S. in accounting from Trenton State College and an M.B.A. from The Wharton School at the University of Pennsylvania. The Board believes Mr. Davis’ experience serving as the chief financial officer at several other publicly traded biopharmaceutical companies as well as his knowledge and keen understanding of the issues facing biopharmaceutical companies position qualify him to serve on the Board.

S. George Kottayil, Ph.D. – Director Nominee. Dr. Kottayil, 61, has over two decades of experience in the pharmaceutical industry with specific expertise in product development and drug delivery. He has several approved patents to his credit and is an inventor on multiple FDA approved drug products, a few that have achieved significant success. He co-founded two pharmaceutical drug development and drug delivery technology companies and was CEO and a member of each of their boards of directors. Most recently, from October 2014, he co-founded and was CEO and director of Grace Therapeutics, a drug delivery company with a focus on rare and orphan disease which was acquired by Acasti in August 2021. Dr. Kottayil served as Acasti’s Chief Operating Officer from September 2021 to May 2023. Dr. Kottayil has held senior positions in product development, business operations and general management at small to medium life science companies, successfully advancing drug products from bench to FDA approval and launch. He directed business operations at Unimed Pharmaceuticals Inc., a division of Solvay Pharmaceuticals, now Abbvie, from January 1993 to June 2002, and played a key role in product development and obtaining FDA approval for the company’s NDA products. Dr. Kottayil graduated with a Ph.D. in Organic and Medicinal Chemistry from the University of Kentucky. The Board believes that Dr. Kottayil’s extensive industry and management experience, including his in-depth knowledge and leadership in successfully executing multiple pharmaceutical and clinical drug development programs that resulted in securing FDA approval, qualify him to serve on the Board.

Prashant Kohli – Chief Executive Officer and Director Nominee. Prashant Kohli, 52, has served as Acasti’s Chief Executive Officer since April 2023. He has over 20 years of commercialization experience leading strategy, sales, marketing, and product management. Prior to joining Acasti in August 2021, Mr. Kohli was VP, Commercial Operations of Grace Therapeutics since December 2017. He has expertise crafting go-to-market plans for products with unique value proposition that address critical unmet needs. He has built, deployed, and led sales and marketing from the ground-up with significant experience in organization design, recruiting, performance management, incentive compensation, and P&L accountability. He has successfully implemented evidence-based, consultative-selling model that is rooted in deep understanding of the health ecosystem including patients, providers, health systems, government, and payers. He has also designed strategic marketing plans that generate leads and increase share-of-voice, augmenting the salesforce with digital tactics that increase reach and frequency. He has extensive

commercial experience with specialty and small molecule drugs including in rare and orphan diseases. Mr. Kohli has worked at Archi-Tech Systems, Cardinal Health, IMS Health, Rosenbluth, and Dun & Bradstreet. He has a BA in Computer Science and Math from Augustana College and an MBA from The Wharton School. The Board believes that Mr. Kohli’s extensive industry and management experience, including his experience as Chief Executive Officer of Acasti, qualify him to serve on the Board.

Edward Neugeboren – Director Nominee. Mr. Neugeboren, 55, has over three decades of healthcare experience in pharmaceutical operations, business development, corporate management, investment banking, asset management and institutional equity research. Since January of 2016, Mr. Neugeboren has served as the Chief Strategy Officer of Cronus Pharma, LLC, a fully integrated R&D, manufacturing and sales & marketing pharmaceutical company and at which Mr. Kavuru is a principal. Mr. Neugebroren leads Cronus Pharma’s commercial operations, strategic planning and acquisitions and is also responsible for developing and executing overall corporate strategy as well as corporate and portfolio acquisitions and licensing. Previously, Mr. Neugeboren was the Chief Strategy Officer for the parent pharmaceutical group comprised of Rising Pharma Holdings, Inc., a generic pharmaceutical company and Casper Pharma, LLC, a specialty pharmaceutical company. Additionally, Mr. Neugeboren is Founder and Managing Partner of QuadView Healthcare Advisors, previously named ArcLight Advisors, LLC, a healthcare investment banking and business development firm. Mr. Neugeboren was previously a Managing Director of Ledgemont Capital Group, LLC, an investment banking firm providing strategic and financial advisory services to emerging healthcare and technology companies. Mr. Neugeboren was also a Managing Partner of Third Ridge Capital Management, LLC, a long/short U.S. equity hedge fund. Mr. Neugeboren holds Series 24, 7 and 63 FINRA security licenses and graduated with a BA in Economics from Union College. The Board believes that Mr. Neugeboren’s extensive healthcare experience in pharmaceutical operations, including his experience as Chief Strategy Officer of Cronus Pharma, LLC, qualify him to serve on the Board.

Robert J. DelAversano – Vice President, Finance (Principal Financial Officer and Principal Accounting Officer). Mr. DelAversano, 53, is a certified public accountant and has over twenty-five years of experience in accounting including thirteen years in public accounting. Mr. DelAversano joined the Company in November 2023 as Vice President, Finance and serves as the principal financial officer and principal accounting officer. From 2018 to July 2023, Mr. DelAversano worked in roles of increasing seniority at OncoSec Medical Incorporated (“OncoSec”), a clinical-stage immuno-oncology company, in positions including Vice President of Finance, Principal Accounting Officer and Controller, and Executive Director of Finance, where he had global responsibility for accounting, external financial reporting, and financial controls covering all aspects of OncoSec’s business. Prior to joining OncoSec, Mr. DelAversano was the Director of Financial Reporting and Taxation at Brio Financial Group (“Brio”), where he served as the firm’s Director of Financial Reporting and Taxation, consulting with various public companies in financial reporting, internal control development and evaluation, budgeting and forecasting. Prior to joining Brio, Mr. DelAversano was a manager at Bartolomei Pucciarelli, LLC and oversaw its accounting and tax practice with industry focuses in manufacturing, wholesalers and medical devices services. Mr. DelAversano received a B.S. in Accounting from Rider University.

Dr. R. Loch Macdonald – Chief Medical Officer. Dr. Macdonald, 63, has served as Acasti’s Chief Medical Officer since May 2023. Dr. Macdonald is a world-renowned practicing neurosurgeon-scientist and respected authority in subarachnoid hemorrhage. Dr. Macdonald acted as Professor, Department of Surgery, Division of Neurosurgery at the University of Toronto from January 2007 until December 2019, and was Head, Division of Neurosurgery, St. Michael's Hospital, University of Toronto from January 2007 until December 2015. He was Professor, Department of Neurological Surgery, Barrow Neurological Surgery, Barrow Neurological Institute, Phoenix, Arizona, from April 2018 until August 2018; Fellow, Department of Neurosurgery, University of Illinois Hospitals in Chicago, Illinois from December 2018 until June 2019; Clinical Professor, Department of Neurological Surgery, University of California Fresno, in Fresno, California from July 2019 until September 2021; and from October 2021 to the present has been Neurosurgeon, Community Physicians Group, Community Neurosciences Institute, Community Regional Medical Center and Medical Director of Neurosciences Research, Community Health Partners. Dr. Macdonald was also a founder of Edge Therapeutics, Inc. in 2009, where he was a member of the board of directors between 2009 and 2018 and was Chief Scientific Officer between 2011 and 2018. Dr. Macdonald completed his medical degree at the University of British Columbia, Vancouver, British Columbia and his PhD in Experimental Surgery at the University of Alberta in Edmonton, Alberta. He completed his Neurosurgery residency at the University of Toronto.

Carrie D’Andrea – VP Clinical Operations. Ms. D’Andrea, 53, has served as Acasti’s Vice President – Clinical Operations since May 2023. Ms. D’Andrea is a highly experienced professional with 25 years of experience in the pharmaceutical and biotechnology industry who has built and led the planning, implementation, management, and execution of global Phase 2 and Phase 3 trials for a drug candidate for subarachnoid hemorrhage. Ms. D'Andrea was the Vice President of Clinical Operations for Edge Therapeutics Inc. from October 2014 until March 2019 and for EryDel SpA from October 2020 until April 2021. Ms. D’Andrea was a clinical operations consultant at Aegle Research from July 2021-August 2022 and Praxis Precisions Medicines from September 2022-May 2023. Ms. D’Andrea was named a Healthcare Businesswomen’s Association Rising Star in 2009 and Ms. D'Andrea received her master's degree in Pharmaceutical Quality and Regulatory Affairs from Temple University and teaches Clinical Trial Design and Operations at Rutgers University in the Master of Business and Science Program.

Amresh Kumar – VP of Program Management. Mr. Kumar, 45, has served as Acasti’s Vice President – Program Management since May 2023. Mr. Kumar is an experienced drug development, CMC, and program management expert supporting investigational and marketed products for rare diseases and neurology. Mr. Kumar is the former product leader of GTX-104 while at Grace Therapeutics (which was acquired by Acasti in August 2021). Mr. Kumar acted as the Sr. Director of Program Management at Foresee Pharmaceuticals Inc. from April 2022 until May 2023 and as Program Leader and Associate Director - R&D at Grace Therapeutics between March 2015 and January 2022. Mr. Kumar received a PhD in Pharmaceutical Science from Sunrise University, India, focusing on complex injectable drug delivery systems of highly soluble oncology drugs. He has published many research articles and has more than 10 granted patents and many patent applications worldwide to his credit.

To the knowledge of Acasti, none of Acasti’s current directors or director nominees are, or have been, as at the date of this Proxy Statement/Prospectus or within the 10 years prior to the date of this Proxy Statement/Prospectus, a director, chief executive officer (“CEO”) or chief financial officer (“CFO”) of any corporation (including Acasti) that:

To the knowledge of Acasti, other than Mr. Davis, who was previously the CFO at Tengion, Inc., a publicly traded regenerative medicine company, when it filed for bankruptcy in December 2014, none of Acasti’s current directors or director nominees:

To the knowledge of Acasti, no director or director nominee has been subject to:

The affirmative vote of a majority of the votes cast at the Meeting by proxy or in person is required for the election of each director nominee. Voting for election of directors is by individual voting and not by slate voting. Shareholders do not have the right to cumulative voting in the election of directors. You can vote your Common Shares for the election of all of these nominees as directors of Acasti; or you can vote for some of these nominees for election as directors and withhold your votes for others; or you can withhold all of the votes attaching to the Common Shares you own and not vote for the election of any of these nominees as directors of Acasti. If your Common Shares are registered in your name and you abstain from voting on this matter, your abstention will not have any effect on the outcome of the vote. Abstentions will each be counted for the quorum requirement. If you hold your Common Shares through a bank, broker or other agent and you do not instruct the bank, broker or other agent on how to vote on this proposal, your bank, broker or other agent will not have authority to vote your Common Shares. Broker non-votes will not have an impact on the outcome of this proposal.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES AS DIRECTORS OF ACASTI UNTIL THE CLOSE OF THE NEXT ANNUAL MEETING OF SHAREHOLDERS OR UNTIL HIS SUCCESSOR IS ELECTED OR APPOINTED.

The voting rights pertaining to Common Shares represented by duly executed proxies in favor of the persons named in the accompanying form of proxy will be exercised, in the absence of specifications to the contrary, FOR the election of the nominees as directors of Acasti until the close of the next annual meeting of Shareholders or until his successor is elected or appointed.

At the Meeting, Shareholders will be asked to appoint the firm of KPMG LLP (“KPMG”) as Acasti’s independent registered public accounting firm until the close of the next annual meeting of Shareholders or until their successor is appointed and to authorize the Board to fix such independent registered public accounting firm’s remuneration. KPMG has been acting as Acasti’s independent registered public accounting firm since December 11, 2023. Representatives of KPMG LLP are expected to attend the Meeting, be available to respond to appropriate questions and make a statement if they so desire.

Ernst & Young LLP (Canada) (“E&Y”) previously served as our auditors. E&Y served as our independent registered public accounting firm beginning on February 22, 2023. On December 11, 2023, the Audit Committee recommended to the Board and the Board approved the dismissal of E&Y as our independent registered public accounting firm. The report of E&Y on our consolidated financial statements as of and for the fiscal year ended March 31, 2023, did not contain any adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal year ended March 31, 2023 and the subsequent interim period through December 11, 2023, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) between us and E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of E&Y, would have caused E&Y to make reference in connection with their opinion to the subject matter of the disagreements, or (2) reportable events (as defined in Item 304 (a)(1)(v) of Regulation S-K).

On December 11, 2023, in connection with the dismissal of E&Y, the Audit Committee recommended to the Board and the Board approved the engagement of KPMG as our new independent registered public accounting firm to audit our financial statements for the fiscal year ending March 31, 2024. The decision to engage KPMG was recommended by the Audit Committee, and approved by the Board, after taking into account KPMG’s location in the United States, the results of a competitive review process and other business factors.

During the fiscal year ended March 31, 2023 and the subsequent interim period through December 11, 2023, neither we nor anyone on our behalf consulted with KPMG regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on our financial statements and neither a written report nor oral advice was provided to us that KPMG concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issues, (iii) any matter that was the subject of a disagreement, or (iv) any reportable event.

Prior to our engagement of E&Y on February 22, 2023, KPMG LLP, Montreal, Quebec, Canada (“KPMG LLP (Canada))” was previously our independent registered public accounting firm. On February 22, 2023, the Audit Committee and Board approved the dismissal of KPMG LLP (Canada) as our independent registered public accounting firm. The report of KPMG LLP (Canada) on our consolidated financial statements as of and for the fiscal years ended March 31, 2022, and 2021 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended March 31, 2022 and 2021 and the subsequent interim period through February 22, 2023, there were no (1) disagreements between us and KPMG LLP (Canada) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of KPMG LLP (Canada), would have caused KPMG LLP (Canada) to make reference in connection with their opinion to the subject matter of the disagreements, or (2) reportable events.

During the fiscal years ended March 31, 2022 and 2021 and the subsequent interim period through February 22, 2023, neither we nor anyone on our behalf consulted with E&Y regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on our financial statements and neither a written report nor oral advice was provided to us that E&Y concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issues, (iii) any matter that was the subject of a disagreement, or (iv) any reportable event.

The affirmative vote of a majority of the votes cast at the Meeting by proxy or in person is required for the approval for KPMG LLP as our independent registered public accounting firm until the close of the next annual meeting of

Shareholders and to authorize the Board to fix such independent registered public accounting firm’s remuneration. If your Common Shares are registered in your name and you abstain from voting on this matter, your abstention will not have any effect on the outcome of the vote. Abstentions will each be counted for the quorum requirement. If you hold your Common Shares through a bank, broker or other agent and you do not instruct the bank, broker or other agent on how to vote on this proposal, your bank, broker or other agent may vote your Common Shares at their discretion, as this is a routine proposal. We do not expect to receive any broker non-votes in connection with this proposal.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPOINTMENT OF KPMG LLP AS ACASTI’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNTIL THE CLOSE OF THE NEXT ANNUAL MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSOR ARE APPOINTED AND TO AUTHORIZE THE BOARD TO FIX SUCH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REMUNERATION.

The voting rights pertaining to Common Shares represented by duly executed proxies in favor of the persons named in the accompanying form of proxy will be exercised, in the absence of specifications to the contrary, FOR the appointment of KPMG LLP as our independent registered public accounting firm until the close of the next annual meeting of Shareholders or until their successor are appointed and to authorize the Board to determine such independent registered public accounting firm’s remuneration.

For the fiscal year ended March 31, 2023 (“Fiscal 2023”) and Fiscal 2024, Acasti was billed the following fees for audit, audit-related, tax, and all other services provided to Acasti by KPMG LLP, E&Y and KPMG LLP (Canada), as applicable:

“Audit fees” consist of fees for professional services for the audit of our annual financial statements and fees related to securities filings. Audit fees for KPMG were $300,000 for the fiscal year ended March 31, 2024. Our previous independent registered public accounting firms were E&Y, which audited our annual financial statements for Fiscal 2023, and KPMG LLP (Canada), which audited our annual financial statements for our fiscal year ended March 31, 2022. Audit fees for E&Y were CAD$143,000 and CAD$425,000 for Fiscal 2024 and Fiscal 2023, respectively. Audit fees for KPMG LLP (Canada), were nil and CAD$64,000 for Fiscal 2024 and Fiscal 2023, respectively.

“Audit-related fees” consist of fees for professional services that are reasonably related to the performance of the audit or review of our financial statements, and which are not reported under “Audit Fees” above. KPMG LLP (Canada), billed nil and CAD$52,000 for audit related fees for Fiscal 2024 and Fiscal 2023, respectively.

“Tax fees” consist of fees for professional services for tax compliance, tax advice and tax planning. E&Y billed CAD$47,000 and nil for tax fees for Fiscal 2024, and Fiscal 2023, respectively.

“Other fees” include all other fees billed for professional services other than those mentioned hereinabove. We incurred no other fees for Fiscal 2024 and Fiscal 2023.

The Audit Committee approves all audit, audit-related services, tax services and other non-audit related services provided by the independent registered public accounting firm in advance of any engagement. Under the Sarbanes-Oxley Act of 2002, audit committees are permitted to approve certain fees for non-audit related services pursuant to a de minimis exception prior to the completion of an audit engagement. Non-audit related services satisfy the de minimis exception if the following conditions are met:

None of the services described above were approved by the Audit Committee pursuant to the de minimis exception during Fiscal 2024 and Fiscal 2023.

The information contained in the following Audit Committee Report shall not be deemed to be soliciting material or to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporates it by reference in such filing.

This report is furnished by the Audit Committee with respect to our financial statements for Fiscal 2024.

One of the purposes of the Audit Committee is to oversee Acasti’s accounting and financial reporting processes and the audit of Acasti’s annual financial statements. Acasti’s management is responsible for the preparation and presentation of complete and accurate financial statements. Acasti’s independent registered public accounting firm, KPMG LLP, is responsible for performing an independent audit of Acasti’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing a report on its audit.

In performing its oversight role, the Audit Committee has reviewed and discussed Acasti’s audited financial statements for Fiscal 2024 with Acasti’s management. Management represented to the Audit Committee that Acasti’s financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee has discussed with KPMG LLP the matters required to be discussed under Public Company Accounting Oversight Board standards. The Audit Committee has received the written disclosures and the letter from KPMG LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding communications with audit committees concerning independence.

The Audit Committee has discussed with KPMG LLP its independence and concluded that KPMG LLP is independent from Acasti and management.

Based on the review and discussions of the Audit Committee described above, the Audit Committee recommended to the Board that Acasti’s audited financial statements for Fiscal 2024 be included in Acasti’s Annual Report on Form 10-K for Fiscal 2024 for filing with the SEC.

Audit Committee

As required by U.S. federal securities laws, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are seeking a vote on an advisory (non-binding) basis to approve the compensation of our named executive officers, as disclosed in this Proxy Statement/Prospectus. This proposal, commonly known as a “say-on-pay” proposal, gives Shareholders the opportunity to endorse or not endorse our executive compensation program and policies. At the 2020 annual meeting of Shareholders, the Board recommended, and the Shareholders approved, holding an advisory vote on the compensation of our named executive officers every year.

As described under “Compensation of Named Executive Officers” below, we believe that our executive compensation program and policies are designed to support our long-term success by achieving the following objectives:

We urge Shareholders to read the section entitled “Compensation of Named Executive Officers” and the related narrative and tabular compensation disclosure included in this Proxy Statement. The section entitled “Compensation of Named Executive Officers” provides detailed information regarding our executive compensation program and policies, as well as the compensation of our named executive officers (“NEOs”).

At the Meeting, Shareholders will be asked to consider, and if thought advisable, to approve, on an advisory (non-binding) basis, with or without variation, the following resolution:

“RESOLVED THAT:

The affirmative vote of a majority of the votes cast at the Meeting by proxy or in person is required for the approval of the advisory (non-binding) resolution approving the compensation of the named executive officers as disclosed in this Proxy Statement (the “Say-on-Pay Resolution”). If your Common Shares are registered in your name and you abstain from voting on this matter, your abstention will not have any effect on the outcome of the vote. Abstentions will each be counted for the quorum requirement. If you hold your Common Shares through a bank, broker or other agent and you do not instruct the bank, broker or other agent on how to vote on this proposal, your bank, broker or other agent will not have authority to vote your Common Shares. Broker non-votes will not have an impact on the outcome of this proposal.

THE BOARD BELIEVES THE PASSING OF THE SAY-ON-PAY RESOLUTION IS IN THE BEST INTEREST OF ACASTI AND RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE SAY-ON-PAY RESOLUTION.

The voting rights pertaining to Common Shares represented by duly executed proxies in favor of the persons named in the accompanying form of proxy will be exercised, in the absence of specifications to the contrary, FOR the Say-on-Pay Resolution.

We are currently governed by the QBCA. At the Meeting, the Shareholders will be asked to consider and, if thought advisable, pass the Continuance Resolution in the form set out below and attached to this Proxy Statement/Prospectus as Annex A, authorizing the Board, in its sole discretion, to file the Continuation Application containing the Notice of Articles of Acasti which comply with the provisions of the BCBCA and any other necessary documentation with the Registrar appointed under the BCBCA as required in connection with the Continuance.

We intend to apply to the Québec Enterprise Registrar under the QBCA for permission to continue from the Province of Québec under the QBCA to the Province of British Columbia pursuant to Section 297 of the QBCA and Section 302 of the BCBCA. A corporation subject to the QBCA may, if authorized by a special resolution of shareholders of the corporation and the Québec Enterprise Registrar under the QBCA, apply under the BCBCA for a Certificate of Continuation under the BCBCA.

On the date shown on the Certificate of Continuation, we will cease to be governed by the QBCA and becomes a corporation in the Province of British Columbia as if we had been incorporated under the BCBCA. The certified Notice of Articles will function as our articles of incorporation and contain essentially the same terms as our current articles of incorporation.

The Continuance will not create a new legal entity, nor will it prejudice or affect the continuity of Acasti. Once continued, we will remain a legal person, retain our rights and obligations as such, and remain a party to any judicial or administrative proceeding to which we are a party. Our authorized capital will remain unchanged. The Continuance and the adoption of the certified Notice of Articles and Articles will not result in any substantive changes to our constitution, powers or management, except as otherwise described herein. The Continuance is not expected to have any material business or tax consequences on our business.

Should the Shareholders approve the Continuance Resolution at the Meeting and the Board so determines to proceed with the Continuance, we anticipate that we will file the Continuation Application containing the Notice of Articles of Acasti which comply with the provisions of the BCBCA and any other necessary documentation with the Registrar appointed under the BCBCA as required in connection with the Continuance. We will be continued under the jurisdiction of the Province of British Columbia on the effective date of the Certificate of Continuance.

The Continuance will not otherwise interrupt our corporate existence, our operations or the trading market of our Common Shares. Each outstanding Common Share at the time of the Continuance will remain issued and outstanding as a Common Share of Acasti after our corporate existence is continued from the Province of Québec under the QBCA to the Province of British Columbia under the BCBCA. Following the completion of the Continuance, the Common Shares will continue to be listed on Nasdaq under the symbol “ACST.” We will continue to be subject to the rules and regulations of Nasdaq and the obligations imposed by the securities regulatory authority in the United States and, to the extent applicable, in Canada. We will continue to file periodic reports with applicable securities regulatory bodies.

Upon the Continuance, the QBCA will cease to apply to us and we will thereupon become subject to the BCBCA, as if we had been originally incorporated as a corporation in the Province of British Columbia. The Continuance will not create a new legal entity, affect our continuity or result in a change in our business. The persons elected as directors by the Shareholders at the Meeting will continue to constitute the Board upon the Continuance becoming effective.

The Continuance will not interrupt our corporate existence or operations or the trading markets of our Common Shares. Each outstanding Common Share at the time of the Continuance will remain issued and outstanding as a Common Share after our corporate existence is continued from the Province of Québec under the QBCA to the Province of British Columbia under the BCBCA. Our Common Shares will continue to be listed on Nasdaq under the trading symbol “ACST”.

We will continue to be subject to the rules and regulations of Nasdaq and the obligations imposed by each securities regulatory authority in Canada and the United States, including the SEC. In addition, we will continue to file periodic reports with the SEC pursuant to the Exchange Act.

As of the effective date of the Continuance, our current constating documents, articles of incorporation and by-laws under the QBCA will be replaced with the Notice of Articles and Articles in accordance with the BCBCA. The Articles have been approved by the Board and is attached hereto as Annex G.

The Domestication is the key reason for our proposal of the Continuance. Since the Domestication contemplates a change in our jurisdiction from the Province of British Columbia to the State of Delaware in the United States, the Board first intends to continue us from the Province of Québec to the Province of British Columbia in order to be able to effect the Domestication if it so determines to proceed with the Domestication. For further background on the reasons for the Domestication, see “Summary of the Domestication—Principal Reasons for the Domestication”. The Board intends to effect the Continuance if the Domestication Resolution is approved by Shareholders at the Meeting.

The BCBCA provides shareholders substantially similar rights as are available to shareholders under the QBCA, including rights of dissent (see under the heading “Dissent Rights of Shareholders”) and appraisal, and rights to bring derivative actions and oppression actions. However, there are certain differences between the two statutes and the regulations thereunder. A summary of certain differences between the QBCA and the BCBCA which our management considers to be of significance to Shareholders, is discussed under the heading “Material Differences between Québec Corporate Law and British Columbia Corporate Law” attached hereto as Annex K. This summary is not an exhaustive review of the two statutes. Reference should be made to the full text of both statutes and the regulations thereunder for particulars of any differences between them, and Shareholders should consult their legal or other professional advisors with regard to the implications of the Continuance which may be of importance to them.

Registered Shareholders may, subject to compliance with certain conditions, dissent from the Continuance Resolution and, conditional on the Continuance becoming effective, be entitled to be paid the fair value for their Common Shares in accordance with Section 372 to Section 388 of the QBCA (the “QBCA Dissent Rights”). Registered Shareholders who wish to dissent (the “Dissenting Shareholders”) should seek the advice of legal advisors and carefully read this Proxy Statement/Prospectus and the provisions of Section 372 to Section 388 of the QBCA. The following description of the rights of a Dissenting Shareholder in connection with the Continuance is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of his, her or its Common Shares and is qualified in its entirety by the full texts of Section 372 to Section 388 of the QBCA. The full text of Section 372 to Section 388 of the QBCA addressing a Dissenting Shareholder’s rights in connection with the Continuance is attached to this Proxy Statement as Annex H.

A Shareholder who intends to exercise his, her or its QBCA Dissent Rights should carefully consider and comply with the provisions of Section 372 to Section 388 of the QBCA. Failure to comply with the provisions of those sections and to adhere to the procedures established therein may result in the loss of all rights thereunder. Non-registered beneficial Shareholders who wish to dissent should be aware that only the registered owner of Common Shares is entitled to dissent. Accordingly, a non-registered beneficial Shareholder desiring to exercise his, her or its QBCA Dissent Rights must make arrangements for the Common Shares beneficially owned by him, her or it to be registered in his, her or its name prior to the time the written objection to the Continuance Resolution is required to be received by us or, alternatively, make arrangements for the registered Shareholder of his, her or its Common Shares to dissent on his, her or its behalf. Non-registered beneficial Shareholders who wish to dissent should contact their broker or other intermediary for assistance with exercising their QBCA Dissent Rights under the QBCA.

A registered Shareholder who wishes to dissent shall send a written notice of objection (a “Notice of Objection”) to the Continuance Resolution in compliance with Section 372 to Section 388 of the QBCA by mail to the address or by email to the email address below, no later than the Meeting or in the case of any adjournment or postponement, the day that is one business day immediately preceding the date of the Meeting so adjourned or postponed, or shall inform the Chair of the Meeting of such dissent prior to the closing of the Meeting.

Acasti Pharma Inc.

103 Carnegie Center Suite 300

Princeton, New Jersey 08540

Attention: Robert DelAversano, Vice President, Finance

Email: r.delaversano@acasti.com

 

with a copy (which shall not constitute notice) to:

 

Osler, Hoskin & Harcourt LLP

1000 De La Gauchetière Street West, 21st floor

Montréal, Québec, H3B 4W5

Attention: François Paradis

Email: fparadis@osler.com

The delivery of a Notice of Objection does not deprive such Dissenting Shareholder of its right to vote at the Meeting; however, in order to retain the right to the repurchase of your Common Shares, a Dissenting Shareholder must vote against the Continuance Resolution. A vote against the Continuance Resolution alone, whether in person or by proxy, does not constitute a Notice of Objection. Similarly, the revocation of a proxy conferring authority on the proxy holder to vote in favor of the Continuance Resolution does not constitute a Notice of Objection in respect of the Continuance Resolution, but any such proxy granted by a Shareholder who intends to dissent should be validly revoked in order to prevent the proxy holder from voting such Common Shares in favor of the Continuance Resolution. A vote in favor of the Continuance Resolution, whether in person or by proxy, will constitute a loss of a Shareholder’s right to the repurchase of Common Shares. However, a Shareholder may vote as a proxy holder for another Shareholder whose proxy requires an affirmative vote, without affecting the right of the proxyholder to exercise the QBCA Dissent Rights in respect of the proxyholder’s Common Shares.

We are required, upon receipt of the Certificate of Continuation rendering the Continuance effective, to send notice that the Continuance has become effective (the “Repurchase Notice”) to each Dissenting Shareholder who has delivered such Notice of Objection to us. The Repurchase Notice must mention the repurchase price offered by us for the Common Shares held by each Dissenting Shareholder and explain how the price was determined. If we are unable to pay the full redemption price offered because there are reasonable grounds for believing that it is or would be unable to pay its liabilities as they become due, the Repurchase Notice must mention that fact and indicate the maximum amount of the price offered that we will legally be able to pay.

Within 30 days after receiving the Repurchase Notice, the Dissenting Shareholders must, pursuant to Section 380 of the QBCA, confirm their intention to exercise their right to request a repurchase. Otherwise, they are deemed to have waived their right. Such confirmation by the Dissenting Shareholders may not be limited to only a portion of the repurchasable Common Shares and does not affect the rights of the Dissenting Shareholders to demand an increase in the repurchase price offered.

In the absence of any dispute, the repurchase price must be paid to the Dissenting Shareholders within ten days after the confirmation received pursuant to Section 380 of the QBCA. If a Dissenting Shareholder wishes to contest our appraisal of the fair value of the Common Shares, it must notify us within thirty days after receiving the Repurchase Notice. Such contestation is a confirmation of the decision by a Dissenting Shareholder to exercise the right to demand a repurchase.

A Dissenting Shareholder will be deemed to have ceased to be a holder of all of its Common Shares if, after reception of the Repurchase Notice from Acasti, it confirms its intention to exercise the right to request a repurchase of its Acasti common shares.

If a Dissenting Shareholder fails to strictly comply with the requirements of the QBCA Dissent Rights set out in Section 372 to Section 388 of the QBCA, (i) it will lose its QBCA Dissent Rights, (ii) Acasti or its transfer agent, as the case may be, will return to the Dissenting Shareholder the certificates representing the Acasti common shares

that were delivered to Acasti by the Dissenting Shareholder, if any, and (iii) the Dissenting Shareholder will be deemed to have participated as a non-dissenting Shareholder. If a Dissenting Shareholder strictly complies with the foregoing requirements of the QBCA Dissent Rights, but the Continuance is not effected, we or our transfer agent, as the case may be, will return to the Dissenting Shareholder the certificates delivered to us or the transfer agent by the Dissenting Shareholder, if any.

It is suggested that any Shareholder wishing to avail himself or herself of the QBCA Dissent Rights seek his, her or its own legal advice as failure to comply strictly with the applicable provisions of the QBCA may prejudice the availability of the QBCA Dissent Rights. The Dissenting Shareholders should note that the exercise of the QBCA Dissent Rights can be a complex, time consuming and expensive process.

At the Meeting, Shareholders will be asked to consider and, if thought advisable, approve the Continuance Resolution as a special resolution to approve the Continuance. The text of the Continuance Resolution to be voted on at the Meeting is as follows:

“RESOLVED AS A SPECIAL RESOLUTION THAT:

Subject to and conditional upon the approval of the Domestication Resolution, to be adopted, the Continuance Resolution must be approved by the affirmative vote of at least two-thirds of the votes cast by the Shareholders present or represented by proxy at the Meeting. If your Common Shares are registered in your name and you abstain from voting on this matter, your abstention will not have any effect on the outcome of the vote. Abstentions will each be counted for the quorum requirement. If you hold your Common Shares through a bank, broker or other agent and you do not instruct the bank, broker or other agent on how to vote on this proposal, your bank, broker or other agent will not have authority to vote your Common Shares. Broker non-votes will not have an impact on the outcome of this proposal.

THE BOARD BELIEVES THAT THE APPROVAL OF THE CONTINUANCE RESOLUTION IS IN THE BEST INTERESTS OF ACASTI AND RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE APPROVAL OF THE CONTINUANCE RESOLUTION.

The voting rights pertaining to Common Shares represented by duly executed proxies in favor of the persons named in the accompanying form of proxy will be exercised, in the absence of specifications to the contrary, FOR the Continuance Resolution.

Please take notice that even if the Continuance Resolution is approved, it provides that the Board may revoke such Continuance Resolution before the issuance of the certificate of continuation without the approval of the Shareholders.

Please take further notice that even if the Continuance Resolution is approved, the Continuance Resolution shall be revoked and the Continuance shall not be effected in the event that the requisite majority of Shareholders does not approve the Domestication Resolution or the Board revokes or abandons the Domestication Resolution or the Domestication.

Subject to and conditional upon the approval by the Shareholders of the Continuance Resolution, the Board believes it to be in our best interests to have discretion to change our jurisdiction from the Province of British Columbia to the State of Delaware in the United States pursuant to a “continuance” effected in accordance with Section 308 of the BCBCA and a “domestication” under Section 388 of the DGCL. The Shareholders are being asked to consider and, if thought fit, to pass the Domestication Resolution in the form set out below and attached to this Proxy Statement/Prospectus as Annex C, authorizing the Board, in its sole discretion, to determine whether to implement the Domestication, and if the Board so determines to proceed with the Domestication, to implement the Domestication and file a certificate of corporate domestication (the “Certificate of Corporate Domestication”) and a related certificate of incorporation of Acasti Delaware as the successor incorporated under the DGCL (the “Acasti Delaware Charter”), subject to and conditional upon the approval by the Shareholders of the Continuance Resolution and our receipt of the Certificate of Continuation from the Registrar appointed under the BCBCA.

If the Domestication and the Acasti Delaware Charter are approved by the Shareholders at the Meeting, the Domestication would only be implemented upon a determination by the Board that it is in our best interests at that time. In connection with any determination to implement the Domestication, the Board will set the timing for such Domestication. Although it is the current intention of the Board to proceed with the Domestication, it has no obligation to do so and will have no liability associated with any decision as to whether or not to proceed with the Domestication.

If the Domestication and the Acasti Delaware Charter are approved by the Shareholders at the Meeting and the Board so determines to proceed with the Domestication following completion of the Continuance, the Domestication will be effective on the date the Certificate of Corporate Domestication and the Acasti Delaware Charter are filed with the office of the Secretary of State of the State of Delaware or such later date (within 90 days) as provided in the Certificate of Corporate Domestication and the Acasti Delaware Charter. Thereafter, we will be subject to the Acasti Delaware Charter filed in Delaware. Proposed forms of the Certificate of Corporate Domestication, the Acasti Delaware Charter and by-laws that will be adopted by Acasti Delaware upon the effectiveness of the Domestication (the “Acasti Delaware By-laws”) are set out in Annexes D, E and I, respectively, to this Proxy Statement/Prospectus. We will be discontinued in British Columbia as of the date Acasti continues into the State of Delaware, which is expected to be on the date set forth in the Certificate of Corporate Domestication and the Acasti Delaware Charter, as filed with the office of the Secretary of State of the State of Delaware.

The Domestication is intended to reduce the regulatory burden and cost of being subject to the laws and regulations of both the United States and Canada and to enhance Shareholder value over the long term by, among other things, reducing our operating costs and enabling us to compete effectively in raising the capital necessary for us to continue to implement our strategic plan. In addition, our corporate offices and operations are located in the United States and a large percentage of our Shareholders are located in the United States. We chose the State of Delaware to be our domicile principally because the DGCL expressly accommodates a continuance authorized by the BCBCA.

We also chose the State of Delaware because of the substantial body of case law that has evolved over the years interpreting various provisions of the DGCL and the more favorable corporate environment afforded by Delaware. For many years, Delaware has followed a policy of encouraging public companies to incorporate in the state by adopting comprehensive corporate laws that are revised regularly in response to developments in modern corporate law and changes in business circumstances. The Delaware courts are known for their considerable expertise in dealing with complex corporate issues and providing predictability through a substantial body of case law construing Delaware’s corporate law. Coupled with an active bar known for continually assessing and recommending improvements to the DGCL, these factors add greater certainty in complying with fiduciary responsibilities and assessing risks associated with conducting business.

In considering its recommendation in favor of the domestication, the Board weighed the potential Canadian income tax liability to us arising from this transaction. See the sections entitled “Material United States Federal Income Tax Consequences” and “Canadian Federal Income Tax Consequences.” For the reasons set forth above, the Board believes that the estimated benefits of Domestication currently outweigh any potential detriments, which we do not consider to be material, resulting from the Domestication.

The Domestication will not interrupt our corporate existence or operations or the trading market of our Common Shares. If the Domestication and the Acasti Delaware Charter are approved by the Shareholders and the Board determines to proceed with the Domestication following completion of the Continuance, the Domestication will change our jurisdiction from the Province of British Columbia to the State of Delaware in the U.S. Each outstanding Common Share at the time of the Domestication will remain issued and outstanding as a share of Acasti Delaware common stock after our corporate existence is continued from British Columbia under the BCBCA and domesticated in Delaware under the DGCL.

While the rights and privileges of shareholders of a Delaware corporation are, in many instances, comparable to those of shareholders of a BCBCA corporation, there are certain differences. In addition, in connection with the Domestication, we will be governed by a newly adopted Acasti Delaware Charter and Acasti Delaware By-laws, which are different from our current organizational documents. For a more detailed description of how the new organizational documents and Delaware law may differ from our BCBCA-governed organizational documents and British Columbia corporate law under the BCBCA, see “Material Differences between British Columbia Corporate Law and Delaware General Corporation Law” attached hereto as Annex L. For a more detailed description of how the new organizational documents and Delaware law may differ from our current organizational documents and Québec corporate law, see “Material Differences between Québec Corporate Law and Delaware General Corporation Law”. This description is not intended to be complete and is qualified in its entirety by reference to the DGCL, the BCBCA, the QBCA and our current and proposed governing documents. Shareholders should consult their legal advisors regarding all of the implications of the transactions contemplated in the Domestication.

The Domestication is subject to various conditions, including approval of the Domestication Resolution authorizing the Domestication, in the form set out below under the heading “Vote Required and Recommendation of the Board”. Under the BCBCA, the change of jurisdiction requires affirmative votes, whether in person or by proxy, of at least two-thirds of the votes cast by the holders of the Common Shares at the Meeting present in person or by proxy. Assuming we receive the requisite Shareholder approval for the Domestication and the Acasti Delaware Charter, the Board will retain the right to terminate or abandon the Domestication if it determines that consummating the Domestication would be inadvisable or not in our best interests, or if all of the respective conditions to consummation of the Domestication have not occurred. There are no time limits on the duration of the authorization resulting from a favorable Shareholder vote.

Should the Shareholders approve the Domestication Resolution at the Meeting and the Board so determines to proceed with the Domestication, we anticipate that we will file with the Secretary of State of the State of Delaware the Certificate of Corporate Domestication and the Acasti Delaware Charter pursuant to Section 388 of the DGCL, and that we will be domesticated in Delaware on the effective date of such filings. The change of jurisdiction is further subject to the authorization of the Registrar appointed under the BCBCA.

The Domestication will not otherwise interrupt our corporate existence, our operations or the trading market of our Common Shares. Each outstanding Common Share at the time of the Domestication will remain issued and outstanding as a share of Acasti Delaware common stock after our corporate existence is continued from British Columbia under the BCBCA and domesticated in Delaware under the DGCL.

Following the completion of the Domestication, the Acasti Delaware common stock will continue to be listed on Nasdaq under the symbol “ACST.” We will continue to be subject to the rules and regulations of Nasdaq and the obligations imposed by the securities regulatory authority in the United States and, to the extent applicable, in Canada. We will continue to file periodic reports with applicable securities regulatory bodies.

The Board currently consists of five members, Vimal Kavuru, A. Brian Davis, S. George Kottayil, Prashant Kohli and Edward Neugeboren. If each of our director nominees are re-elected, the Board will consist of the same five individuals immediately following the Domestication. Immediately following the Domestication, our executive officers will also be unchanged. Our executive officers currently include Prashant Kohli, Robert J. DelAversano, Dr. R. Loch Macdonald, Carrie D’Andrea and Amresh Kumar.

Each outstanding Common Share at the time of the Domestication will remain issued and outstanding as a Common Share exercisable for a share of Acasti Delaware common stock after the Domestication. Holders of outstanding options to purchase Common Shares, and restricted share units that settle into Common Shares, will continue to hold the same securities, which will remain exercisable for or able to be settled into an equivalent number of shares of Acasti Delaware common stock after the Domestication, for the equivalent exercise price per share, without any action by the holder.

The Domestication will effect a change in our jurisdiction and the location of our registered office, and other changes of a legal nature, including changes in our organizational documents, which are described in this Proxy Statement/Prospectus. Our business, assets and liabilities, as well as our fiscal year, will be the same upon the effectiveness of the Domestication as they are prior to the Domestication. Upon effectiveness of the Domestication, all our obligations will continue as outstanding and enforceable obligations. Our employee benefit plans, other than the Prior Plans as discussed below under “Proposal No. 6 – The 2024 Equity Incentive Plan”, and agreements will be continued upon the effectiveness of the Domestication.

Registered Shareholders may, subject to compliance with certain conditions, dissent from the Domestication Resolution and, subject to the Domestication becoming effective, be entitled to be paid the fair value for their Common Shares in accordance with Division 2 of Part 8 of the BCBCA (the “BCBCA Dissent Rights”). Registered Shareholders who wish to dissent (the “Dissenting Shareholders”) should seek the advice of legal advisors and carefully read this Proxy Statement/Prospectus and the provisions of Division 2 of Part 8 of the BCBCA. The following description of the rights of a Dissenting Shareholder in connection with the Domestication is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment the fair value of his, her or its Common Shares and is qualified in its entirety by the full texts of Division 2 of Part 8 of the BCBCA. The full text of Division 2 of Part 8 of the BCBCA addressing dissenters’ rights in connection with the Domestication is attached to this Proxy Statement/Prospectus as Annex J.

A Shareholder who intends to exercise his, her or its BCBCA Dissent Rights should carefully consider and comply with the provisions of Division 2 of Part 8 of the BCBCA. Failure to comply with the provisions of those sections and to adhere to the procedures established therein may result in the loss of all rights thereunder. Non-registered beneficial Shareholder who wish to dissent should be aware that only the registered owner of Common Shares is entitled to dissent. Accordingly, a non-registered beneficial Shareholder desiring to exercise his, her or its BCBCA Dissent Rights must make arrangements for the Common Shares beneficially owned by him, her or it to be registered in his, her or its name prior to the time the written objection to the Domestication Resolution is required to be received by us or, alternatively, make arrangements for the registered Shareholder of his, her or its Common Shares to dissent on his, her or its behalf. Non-registered beneficial Shareholders who wish to dissent should contact their broker or other intermediary for assistance with exercising their BCBCA Dissent Rights under the BCBCA.

A registered Shareholder who wishes to dissent shall send a written dissent notice (a “Dissent Notice”) to the Domestication Resolution in compliance with Division 2 of Part 8 of the BCBCA by mail to the address or by email to the email address below, no later than 5:00 p.m. (Eastern Daylight Time) on September 27, 2024 or in the case of any adjournment or postponement, the day that is two business day immediately preceding the date of the Meeting so adjourned or postponed, or shall inform the Chair of the Meeting of such dissent prior to the closing of the Meeting. The Dissent Notice must set out the number of Common Shares in respect of which the dissent rights are being exercised (the “Notice Shares”) and: (a) if such Common Shares constitute all of the Common Shares of which the Dissenting Shareholder is the registered and beneficial owner and the Dissenting Shareholder owns no other Common Shares beneficially, a statement to that effect; (b) if such Common Shares constitute all of the Common Shares of which the registered Shareholder is both the registered and beneficial owner, but the registered Shareholder beneficially owns additional Common Shares, a statement to that effect and the names of the registered Shareholders of those other Common Shares, the number of Common Shares held by each such registered Shareholder and a statement that written notices of dissent are being or have been sent with respect to such other

Common Shares; or (c) if the dissent rights are being exercised by a registered Shareholder who is not the beneficial shareholder, a statement to that effect and the name and address of the beneficial shareholder and a statement that the registered Shareholder is dissenting with respect to all Common Shares of the beneficial shareholder registered in such registered holder’s name.

The execution or exercise of a proxy vote against the Domestication Resolution does not constitute a written objection for the purposes of section 242 of the BCBCA. The BCBCA does not provide for partial dissent and, accordingly, a registered Shareholder may only dissent with respect to all of the Common Shares held by it or on behalf of any one beneficial owner whose shares are registered in its name.

Acasti and the Dissenting Shareholder may agree on the payout value of the Notice Shares; otherwise, either party may apply to the court of British Columbia (the “BC Court”) to determine the fair value of the Notice Shares. There is no obligation on Acasti to make an application to the BC Court. If such Dissenting Shareholder does not reach an agreement with Acasti, such Dissenting Shareholder, or Acasti, may apply to the BC Court, and the BC Court may:

After a determination of the payout value of the Notice Shares, the Dissenting Shareholder must then promptly be paid that amount. Dissenting Shareholders will not have any right other than those granted under the BCBCA to have their Common Shares appraised or to receive the fair value thereof in connection with the Domestication.

The right of a Dissenting Shareholder to dissent with respect to Notice Shares terminates if, before payment is made to the Dissenting Shareholder of the full amount of money to which the dissenter is entitled for the Notice Shares, any of the following events occur: (i) the corporate action or arrangement approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the dissent notice was sent is abandoned; (ii) the resolution in respect of which the dissent notice was sent does not pass, or is revoked before the corporate action approved or authorized by that resolution is taken; (iii) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the dissent notice was sent; (iv) the dissent notice is withdrawn with the written consent of the company; or (v) the BC Court determines that the Dissenting Shareholder is not entitled to dissent under the BCBCA.

A Dissenting Shareholder is not required to vote against the Domestication Resolution in order to dissent. However, the right of a Dissenting Shareholder to dissent with respect to Notice Shares will also terminate if that Dissenting Shareholder votes in favor of the Domestication Resolution.

As a result of the Domestication, pursuant to Section 388 of the DGCL, we will continue our existence under the DGCL as a corporation incorporated in the State of Delaware. Our business, assets and liabilities and our subsidiaries, on a consolidated basis, as well as our principal location and fiscal year, will be the same immediately after the Domestication as they were immediately prior to the Domestication. Accordingly, we do not believe there will be any accounting effects as a result of the Domestication.

The Domestication may have income tax consequences in both the United States and Canada. The principal tax consequences of the Domestication to us and our current Shareholders are summarized below.

The following discussion is a summary of the material U.S. federal income tax consequences, if any, to U.S. Holders and to Non-U.S. Holders (each as defined below) of (i) the Continuance, (ii) the Domestication and (iii) owning and disposing of Acasti Common Shares following the Domestication. This discussion is based on and subject to the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury Regulations promulgated thereunder (the “Regulations”), published guidance of the U.S. Internal Revenue Service (the “IRS”) and court decisions, in each case, as of the date hereof, all of which are subject to change, possibly with retroactive effect, and to differing interpretations. The following discussion assumes that each of the Continuance and the Domestication will be consummated as described in this prospectus and applies only to U.S. Holders and Non-U.S. Holders that, both before and after each of the Continuance and the Domestication, hold their Acasti Common Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not constitute tax advice and does not address all aspects of U.S. federal income taxation that may be relevant to any particular holders in light of their personal circumstances, including any tax consequences arising under the tax on net investment income, or to any holders of Acasti Common Shares that are subject to special treatment under the Code, such as:

Unless otherwise specifically indicated, this discussion does not address the U.S. federal income tax consequences of transactions effectuated prior or subsequent to, or concurrently with, each of the Continuance and the

Domestication. This discussion is based on the Code, and administrative pronouncements, judicial decisions and final, temporary and proposed Regulations all as of the date hereof, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein (possibly with retroactive effect). Unless otherwise indicated, this discussion does not take into account proposed changes in such tax laws and does not address any considerations under the U.S. federal tax laws other than those pertaining to the income tax (for example, it does not address estate or gift taxes), nor does it address any state, local or non-U.S. tax considerations. Each of the foregoing is subject to change, possibly with retroactive effect. We do not intend to seek any rulings from the IRS with respect to the Continuance or the Domestication, and there can be no assurance that the IRS will not take a position contrary to the tax consequences described herein or that such a contrary position would not be sustained by a court.

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of Acasti Common Shares that for U.S. federal income tax purposes is:

For purposes of this discussion, a “Non-U.S. Holder” means a beneficial owner of Acasti Common Shares that is not a U.S. Holder (except that, with respect to an entity (or other arrangement taxable as a partnership for U.S. federal income tax purposes), a “Non-U.S. Holder” refers to any partner in such partnership that is not a U.S. Holder as defined in the previous sentence).

If a partnership, including for this purpose any arrangement or entity that is treated as a partnership for U.S. federal income tax purposes, holds Acasti Common Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A holder that is a partnership for U.S. federal income tax purposes and the partners in such partnership are urged to consult their tax advisors about the U.S. federal income tax consequences of each of the Continuance and the Domestication and of the ownership and disposition of Acasti Common Shares.

Notwithstanding that Acasti is organized under Québec law, if as a result of the merger in 2021 with Grace Therapeutics, former Grace Therapeutics shareholders owned (within the meaning of Section 7874 of the Code) 80% or more (by vote or value) of Acasti’s Common Shares after the merger by reason of holding Grace Therapeutics common stock, Acasti would be treated as a U.S. corporation for U.S. federal tax purposes. Based on the terms of the merger, the rules for determining share ownership under Section 7874 of the Code and certain factual assumptions, Acasti believes that former Grace Therapeutics shareholders owned (within the meaning of Section 7874) less than 80% (by both vote and value) of Acasti Common Shares after the merger by reason of holding shares of Grace Therapeutics common stock. Therefore, under current law, Acasti has taken the position that it should not be treated as a U.S. corporation for U.S. federal tax purposes as a result of the merger with Grace Therapeutics. The remainder of the discussion in this section, “Material United States Federal Income Tax Consequences,” assumes that Acasti is properly classified as a non-U.S. corporation for U.S. federal income tax purposes prior to the Continuance and Domestication.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS OF ACASTI COMMON SHARES SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EACH OF THE CONTINUANCE AND THE DOMESTICATION AND OF THE OWNERSHIP AND DISPOSITION OF ACASTI COMMON SHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Pursuant to the Continuance, Acasti will change its jurisdiction from the Province of Québec to the Province of British Columbia through the adoption of a Certificate of Continuation, which shall be issued by the Registrar appointed under the BCBCA. Due to the absence of direct guidance regarding the U.S. tax consequences of such a transaction, the exact treatment of the Continuance (including whether the Continuance constitutes a reorganization within the meaning of Section 368(a) of the Code or whether holders of Common Shares of Acasti (as organized in the Province of Québec) are deemed to exchange those Common Shares of Acasti (as organized in the Province of British Columbia) is not entirely clear. Nonetheless, Acasti does not anticipate that the Continuance will result in any material U.S. federal income tax consequences to U.S. or Non-U.S. Holders.

The Continuance is not conditioned on the receipt of a tax opinion, and Acasti does not intend to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Continuance. Consequently, no assurance can be given that the IRS will agree with Acasti’s view regarding the Continuance. U.S. Holders should consult their tax advisors about potential reporting requirements and information statements (including with respect to Acasti’s status as a PFIC (as defined below)) that could be applicable with respect to the Continuance and any potential consequences, including penalties, associated with a failure to satisfy such requirements.

Pursuant to the Domestication, Acasti will change its jurisdiction from the Province of British Columbia to the State of Delaware in the United States of America through the adoption of a certificate of corporate domestication and a new certificate of incorporation of Acasti Delaware as the successor incorporated under the DGCL. For U.S. federal income tax purposes, Acasti intends to treat the Domestication as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). Notwithstanding that each Acasti Common Share will remain issued and outstanding after the Domestication, for U.S. federal income tax purposes the Domestication likely will be treated as if Acasti (i) transferred all of its assets and liabilities to Acasti Delaware in exchange for all of the outstanding shares of Acasti Delaware; and (ii) then distributed such shares to the shareholders of Acasti in liquidation of Acasti. The remainder of the discussion in this section, “Material United States Federal Income Tax Consequences,” assumes that such a deemed exchange of Acasti Common Shares for Common Shares of Acasti Delaware (“Acasti Delaware Common Shares”) will occur as a result of the F Reorganization.

The Domestication is not conditioned on the receipt of a tax opinion, and Acasti does not intend to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Domestication. Consequently, no assurance can be given that the IRS will not challenge the qualification of the Domestication as a reorganization under Section 368(a)(1)(F) of the Code, or that a court would not sustain such challenge.

For U.S. federal income tax purposes, U.S. Holders of Acasti Common Shares (other than dissenting U.S. Holders) likely will be deemed to exchange those Common Shares for Acasti Delaware Common Shares in the Domestication. Except as provided below under “—Application of Section 367(b) of the Code to the Domestication” and “—PFIC Considerations with Respect to the Domestication”:

The other material U.S. federal income tax consequences of the deemed exchange are set forth below under “—Application of Section 367(b) of the Code to the Domestication” and “—PFIC Considerations with Respect to the Domestication”. In addition, U.S. Holders should consult their tax advisors about any reporting requirements and information statements that could be applicable with respect to the Domestication and any potential consequences, including penalties, associated with a failure to satisfy such requirements.

Section 367(b) of the Code, which applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in an F Reorganization, requires the recognition of income or gain by certain U.S. persons in connection with such transactions. Section 367(b) of the Code will generally apply to U.S. Holders of Acasti Common Shares at the time of the Domestication.

U.S. Holders that Own 10% of More of Acasti Common Shares. A U.S. Holder who on the date of the Domestication owns actually and/or constructively 10% or more of the total combined voting power of all classes of Acasti shares entitled to vote or 10% or more of the total value of all classes of Acasti shares (a “10% shareholder”) must include in income as a dividend the “all earnings and profits amount” attributable to the Acasti Common Shares it directly owns, within the meaning of Treasury Regulation Section 1.367(b)-2(d). Complex attribution rules apply in determining whether a U.S. Holder owns 10% or more of the total combined voting power of all classes of Acasti shares entitled to vote or 10% or more of the total value of all classes of Acasti shares. All U.S. Holders are urged to consult their tax advisors with respect to the attribution rules that apply in determining whether a U.S. Holder is a 10% shareholder.

A 10% shareholder’s all earnings and profits amount with respect to its Acasti Common Shares is the net positive earnings and profits of Acasti (as determined under Treasury Regulation Section 1.367(b)-2(d)(2)) attributable to the shares (as determined under Treasury Regulation Section 1.367(b)-2(d)(3)) but without regard to any gain that would be realized on a sale or exchange of such shares. Treasury Regulation Section 1.367(b)-2(d)(3) provides that the all earnings and profits amount attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

Accordingly, under Treasury Regulation Section 1.367(b)-3(b)(3), subject to the discussion below of QEF (as defined below) and purging elections under “—PFIC Considerations with Respect to the Domestication”, if it is determined that Acasti’s earnings and profits are greater than zero through the date of the Domestication, depending upon the period in which a U.S. Holder held its Acasti Common Shares, a 10% shareholder could be required to include in income as a deemed dividend the all earnings and profits amount (as defined in Treasury Regulation Section 1.367(b)-2(d)) with respect to its Acasti Common Shares. However, if Acasti’s cumulative earnings and profits through the date of the Domestication are not greater than zero, then a U.S. Holder should not be required to include in gross income an all earnings and profits amount with respect to its Acasti Common Shares.

U.S. Holders that Own Less Than 10% of Acasti Common Shares that have a Fair Market Value of at Least $50,000. A U.S. Holder who on the date of the Domestication directly, indirectly or constructively owns Acasti Common Shares with a fair market value of $50,000 or more but who is not a 10% shareholder will recognize gain (but not loss) with respect to the deemed receipt of Acasti Delaware Common Shares in the Domestication unless such holder elects to recognize the “all earnings and profits amount” as described below. Any such gain should be equal to the excess of the fair market value of the Acasti Delaware Common Shares deemed to be received over the U.S. Holder’s adjusted basis in the Acasti Common Shares deemed to be surrendered in exchange therefor. Such gain should be capital gain, and should be long-term capital gain if the U.S. Holder held the Acasti Common Shares for longer than one year. Long-term capital gains of non-corporate taxpayers are generally subject to tax at preferential rates under current law.

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the all earnings and profits amount attributable to its Acasti Common Shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Regulations and generally must include, among other things: (i) a statement that the Domestication is a Section 367(b) exchange; (ii) a complete description of the Domestication; (iii) a description of any stock, securities, or other consideration transferred or received in the Domestication; (iv) a statement describing the amounts required to be taken into account for U.S. federal income tax purposes; (v) a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from Acasti establishing and substantiating the U.S. Holder’s all earnings and profits amount with respect to the U.S. Holder’s Acasti Common Shares, and (B) a representation that the U.S. Holder has notified Acasti Delaware that such U.S. Holder is making the election; and (vi) certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Regulations thereunder. If at the date of the Domestication Acasti has never had any earnings and profits that would result in any shareholder having an all earnings and profits amount, a U.S. Holder is permitted to make an abbreviated form of election. The election must be attached by the U.S. Holder to its timely filed U.S. federal income tax return for the year of the Domestication and the U.S. Holder must send notice to Acasti Delaware of the election no later than the date such tax return is filed.

If at the date of the Domestication Acasti has never had any earnings and profits that would result in any shareholder having an all earnings and profits amount, a U.S. Holder who makes this election should generally not have an income inclusion under Section 367(b) of the Code provided the U.S. Holder properly executes the election and complies with the applicable notice requirements. Subject to the discussion below of QEF (as defined below) and purging elections under “—PFIC Considerations with Respect to the Domestication,” if Acasti has had positive earnings and profits in any year through the date of the Domestication during which a U.S. Holder held Acasti Common Shares, a U.S. Holder that makes the election described herein generally would have an all earnings and profits amount with respect to its Acasti Common Shares, and thus would be required to include that amount in income as a deemed dividend as a result of the Domestication.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING WHEN AND WHETHER TO MAKE THIS ELECTION AND, IF THE ELECTION IS DETERMINED TO BE ADVISABLE, THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO THIS ELECTION.

U.S. Holders that Own Less Than 10% of Acasti Common Shares that have a Fair Market Value of Less Than $50,000. Subject to the discussion below under “—PFIC Considerations with Respect to the Domestication,” a U.S. Holder who on the date of the Domestication owns (or is considered to own) Acasti Common Shares with a fair market value less than $50,000 and is not a 10% shareholder should not be required to recognize any gain or loss under Section 367(b) of the Code in connection with the Domestication, and generally should not be required to include any part of the all earnings and profits amount, if any, in income.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICABILITY AND THE CONSEQUENCES OF SECTION 367(B) OF THE CODE WITH RESPECT TO THE DOMESTICATION.

A non-U.S. corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. Although the application of these rules is uncertain in certain respects, Acasti has determined that there is a significant risk that Acasti may have been classified as a PFIC for the 2023, 2022, 2021 and 2020 taxable years and may also be classified as a PFIC for the current taxable year. However, PFIC status is fundamentally factual in nature, depends on the application of complex U.S. federal income tax rules (which are subject to differing interpretations), generally cannot be determined until the close of the taxable year in question and is determined annually. Accordingly, there can be no assurance as to whether Acasti will be a PFIC in the current taxable year. Moreover, subject to certain exceptions described below, once Acasti is treated as a PFIC with respect

to a U.S. Holder, even if Acasti ceases to be a PFIC as a result of the Domestication, such U.S. Holder may continue to be subject to the adverse tax consequences of the PFIC rules.

If Acasti is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder for its Acasti Common Shares and the U.S. Holder did not make either a timely qualified electing fund (“QEF”) election or a mark-to-market election for Acasti’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Acasti Common Shares, as described below, such U.S. Holder generally is subject to special adverse U.S. tax rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Acasti Common Shares and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Acasti Common Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Acasti Common Shares). Under these rules:

In addition to the discussion under the heading “—Application of Section 367(b) of the Code to the Domestication,” above, the Domestication could be a taxable event to U.S. Holders under the PFIC provisions of the Code. Even if the Domestication qualifies as a reorganization for U.S. federal income tax purposes under Section 368(a) of the Code, Section 1291(f) of the Code requires that, to the extent provided in Regulations, a U.S. person that disposes of stock of a PFIC must recognize gain notwithstanding any other provision of the Code. Accordingly, because the F Reorganization likely will be treated as causing a deemed exchange of Acasti Common Shares for Acasti Delaware Common Shares, Section 1291(f) might apply to cause the Domestication to be treated as a taxable exchange to the U.S. Holders. However, no final Regulations are in effect under Section 1291(f) of the Code.

Proposed Regulations under Section 1291(f) of the Code were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their present form, those Regulations would require taxable gain recognition by a U.S. Holder with respect to its deemed exchange of Acasti Common Shares for Acasti Delaware Common Shares in the Domestication if Acasti were classified as a PFIC at any time during such U.S. Holder’s holding period for the Acasti Common Shares unless such U.S. Holder made a timely and effective QEF election (as described below) for Acasti’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Acasti Common Shares, or made a QEF election along with a purging election (as described below), or made a mark-to-market election (as described below) (a U.S. Holder that has not made such a QEF or mark-to-market election, a “Non-Electing Shareholder” and any U.S. Holder that has made such a QEF election (or QEF election along with a purging election), or a mark-to-market election, an “Electing Shareholder”). Under the PFIC rules, any such gain would be treated as an “excess distribution” made in the year of the Domestication and subject to the special tax and interest charge rules discussed above.

In addition, such proposed Regulations would provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Regulations under Section 1291(f) of the Code applies to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of Code requires the shareholder to recognize gain or include an amount in income as a distribution under Section 301 of the Code, the gain realized on the transfer is taxable as an excess distribution under Section 1291 of the Code, and the excess, if any, of the amount to be included in income under Section 367(b) of the Code over the gain realized under Section 1291 of the Code is taxable as provided under Section 367(b) of the Code. See the discussion above under the section entitled “—Application of Section 367(b) of the Code to the Domestication.”

As described below, the proposed Regulations under Section 1291(f) of the Code (if finalized in their current form) should not apply to an Electing Shareholder with respect to its Acasti Common Shares for which a timely QEF election (or a QEF election along with a purging election), or a mark-to-market election is made. An Electing Shareholder may, however, be subject to the rules discussed above under the section entitled “—Application of Section 367(b) of the Code to the Domestication.” In addition, it is unclear whether Section 1291(f) of the Code applies in the absence of final regulations, and a U.S. Holder may be able to take the position that Section 1291(f) of the Code does not apply in the absence of final regulations. U.S. Holders are urged to consult their tax advisors as to the application of Section 1291(f) to the Domestication in their particular circumstances.

A U.S. Holder will avoid the PFIC tax consequences described above in respect of Acasti Common Shares upon the Domestication if it made a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of Acasti’s net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, for Acasti’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Acasti Common Shares.

For a U.S. Holder that made a timely and valid QEF election in a taxable year after Acasti’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Acasti Common Shares, the potential adverse tax consequences described above, adjusted to take into account the current income inclusions resulting from the QEF election, would continue to apply, unless the U.S. Holder makes a purging election under the PFIC rules. Under the purging election, the U.S. Holder will be deemed to have sold such Acasti Common Shares at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will have a new basis and holding period in the Acasti Common Shares for purposes of the PFIC rules. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election (and a purging election, if applicable) by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from Acasti. Acasti intends to use commercially reasonable efforts to make available to U.S. Holders, upon their written request (a) timely information as to Acasti’s status as a PFIC, and (b) for each year in which Acasti is a PFIC, information and documentation that a U.S. Holder making a QEF Election with respect to Acasti is required to obtain for U.S. federal income tax purposes. Acasti has not yet made any determination regarding its PFIC status for its taxable year that will end as of the date of the Domestication.

If Acasti Common Shares constitute “marketable stock,” a U.S. Holder may avoid the adverse PFIC tax consequences discussed above if such U.S. Holder, at the close of the first taxable year in which it holds (or is deemed to hold) Acasti Common Shares, made a mark-to-market election with respect to such stock for such taxable year. Such U.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Acasti Common Shares at the end of such year over its adjusted basis in its Acasti Common Shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of the adjusted basis of its Acasti Common Shares over the fair market value of its Acasti Common Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Acasti Common Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Acasti Common Shares will be treated as ordinary income.

The mark-to-market election is available only for “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the SEC or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election with respect to Acasti Common Shares under their particular circumstances.

The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of Acasti Common Shares should consult their own tax advisors concerning the application of the PFIC rules to Acasti Common Shares under their particular circumstances.

A U.S. Holder who validly exercises BCBCA Dissent Rights (a “Dissenting U.S. Holder”) and receives a cash payment generally will be treated as if such holder’s Acasti Common Shares were redeemed for U.S. federal income tax purposes. Acasti intends to treat the redemption as a redemption by Acasti prior to the effective time of the Domestication, and the remainder of the discussion of the treatment of Dissenting U.S. Holders assumes that Acasti is treated as so redeeming the shares. Under the rules of Section 302 of the Code, a Dissenting U.S. Holder will recognize gain or loss upon the redemption of Acasti Common Shares for cash or other property if the exchange: (a) results in a “complete redemption” of all such Dissenting U.S. Holder’s equity interests in the Acasti, (b) results in a “substantially disproportionate” redemption with respect to such Dissenting U.S. Holder, or (c) is “not essentially equivalent to a dividend” with respect to the Dissenting U.S. Holder (together, the “Section 302 Tests”). In applying the Section 302 Tests, a Dissenting U.S. Holder must take into account stock that such Dissenting U.S. Holder constructively owns under certain attribution rules, pursuant to which the Dissenting U.S. Holder will be treated as owning Acasti Common Shares owned by certain family members and related entities (such as corporations, partnerships, trusts, and estates) and Acasti Common Shares that the Dissenting U.S. Holder has the right to acquire by exercise of an option. Dissenting U.S. Holders are advised to consult their tax advisors regarding the application of the rules of Section 302 Tests to their particular circumstances, including the effect of the constructive ownership rules on their exchange of Acasti Common Shares pursuant to an exercise of BCBCA Dissent Rights.

Provided that one of the Section 302 Tests is satisfied and therefore the redemption is treated as a sale or exchange of the Acasti Common Shares by the Dissenting U.S. Holder, the U.S. federal income tax consequences generally should be the same as a sale or exchange of Acasti Delaware Common Shares as discussed under the section entitled “Material U.S. Federal Income Tax Consequences to U.S. Holders of Owning and Disposing of Acasti Delaware Common Shares Deemed Received in the Domestication—Disposition of Acasti Delaware Common Shares”, except that (a) it is also possible that the IRS may take the position that some portion of the amounts received by a Dissenting U.S. Holder should be treated as interest or as otherwise being subject to taxation as ordinary income and (b) if Acasti is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Dissenting U.S. Holder for its Acasti Common Shares and such Dissenting U.S. Holder did not make either a timely QEF election or a mark-to-market election for Acasti’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Acasti Common Shares, such Dissenting U.S. Holder may also be subject to certain of the adverse tax consequences of the PFIC rules as discussed under the section entitled “Material United States Federal Income Tax Consequences—U.S. Holders—Material U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of Acasti Common Shares—PFIC Considerations with Respect to the Domestication”. Dissenting U.S. Holders of Acasti Common Shares should consult their own tax advisors concerning the application of the PFIC rules to the valid exercise of BCBCA Dissent Rights with respect to their Acasti Common Shares.

If the Section 302 Tests are not satisfied, the redemption generally should be treated as a distribution to a Dissenting U.S. Holder equal to the value received by the holder, and the U.S. federal income tax consequences of the distribution to such Dissenting U.S. Holder generally should be the same as distributions to U.S. Holders of Acasti Delaware Common Shares as discussed under the section entitled “Material U.S. Federal Income Tax Consequences to U.S. Holders of Owning and Disposing of Acasti Delaware Common Shares Deemed Received in the Domestication—Dividends and Other Distributions on Acasti Delaware Common Shares” except that if Acasti is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Dissenting U.S. Holder for its Acasti Common Shares and such Dissenting U.S. Holder did not make either a timely QEF election or a mark-to-market election for Acasti’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Acasti Common Shares, such Dissenting U.S. Holder may also be subject to certain of the adverse tax consequences of the PFIC rules as discussed under the section entitled “Material United States Federal Income Tax Consequences—U.S. Holders—Material U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of Acasti Common Shares—PFIC Considerations with Respect to the Domestication”. Dissenting U.S. Holders of Acasti Common Shares should consult their own tax advisors concerning the application of the PFIC rules to the valid exercise of BCBCA Dissent Rights with respect to their Acasti Common Shares.

Subject to certain limitations, a Dissenting U.S. Holder who pays (whether directly or through withholding) Canadian or other non-U.S. income tax with respect to the redemption may be entitled, at the election of the Dissenting U.S. Holder, to receive either a deduction or a credit for Canadian or other non-U.S. income tax paid. The foreign tax credit rules (including the limitations with respect thereto) are complex, and each U.S. Holder should consult its own tax advisor regarding the foreign tax credit rules, having regard to such holder’s particular circumstances.

U.S. Holders that intend to exercise BCBCA Dissent Rights are urged to consult their own tax advisors regarding the U.S. federal income tax consequences to such holder of exercising such rights, including whether, based on such U.S. Holder’s particular circumstances, the redemption will be subject to sale or exchange treatment, on the one hand, or distribution treatment, on the other hand.

Following the Domestication, Acasti will no longer be treated as a PFIC for taxable years in which it is treated as a domestic corporation for U.S. federal income tax purposes. Nonetheless, if Acasti is determined to be a PFIC for any taxable year (or portion thereof) prior to the Domestication that is included in the holding period of a U.S. Holder for its Acasti Delaware Common Shares and such U.S. Holder did not make either a timely QEF election or a mark-to-market election for Acasti’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Acasti Common Shares, such U.S. Holder may continue to be subject to certain of the adverse tax consequences of the PFIC rules as discussed under the section entitled “Material United States Federal Income Tax Consequences—U.S. Holders—Material U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of Acasti Common Shares—PFIC Considerations with Respect to the Domestication”. U.S. Holders of Acasti Delaware Common Shares should consult their own tax advisors concerning the application of the PFIC rules to their ownership and disposition of Acasti Delaware Common Shares.

Any distribution made by Acasti Delaware to a U.S. Holder with respect to the Acasti Delaware Common Shares will generally be includible in the U.S. Holder’s gross income, in the year actually or constructively received, as a dividend to the extent that such distribution is paid out of Acasti Delaware’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that the amount of the distribution exceeds Acasti Delaware’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess will be treated first as a tax-free return of the U.S. Holder’s tax basis in the Acasti Delaware Common Shares, and then, to the extent such excess amount exceeds the U.S. Holder’s tax basis in such shares, as capital gain. Subject to applicable limitations and requirements, dividends received by corporate shareholders with respect to their Acasti Delaware Common Shares generally should be eligible for the “dividends received deduction” generally available to corporate shareholders. A dividend paid by Acasti Delaware to certain non-corporate U.S. Holders, including individuals, generally will be subject to taxation at preferential rates if certain holding period requirements are met.

A U.S. Holder will generally recognize taxable gain or loss on any sale, taxable exchange or other taxable disposition of Acasti Delaware Common Shares equal to the difference between the amount realized for such shares and the U.S. Holder’s adjusted tax basis in such shares. Any such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if, on the date of the disposition, the U.S. Holder has a holding period in such Acasti Delaware Common Shares that exceeds one year. Long-term capital gains derived by certain non-corporate U.S. Holders, including individuals, are generally subject to taxation at preferential rates. The deductibility of capital losses is subject to limitations.

Dividend payments with respect to the Acasti Delaware Common Shares and proceeds of a disposition of such shares will generally be subject to information reporting to the IRS and may be subject to U.S. backup withholding (currently, at a rate of 24%) unless a U.S. Holder furnishes such U.S. Holder’s correct U.S. taxpayer identification number (generally on IRS Form W-9) and complies with other applicable certification requirements, or otherwise

establishes an exemption. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules will be credited against a U.S. Holder’s federal income tax liability, and may entitle a U.S. Holder to a refund, provided that the required information is furnished to the IRS in a timely manner.

Any distribution made by Acasti Delaware to a Non-U.S. Holder with respect to the Acasti Delaware Common Shares will generally constitute a dividend for U.S. federal income tax purposes to the extent that such distribution is paid out of Acasti Delaware’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that the amount of the distribution exceeds Acasti Delaware’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess will be treated first as a tax-free return of the Non-U.S. Holder’s tax basis in the Acasti Delaware Common Shares, and then, to the extent such excess amount exceeds the Non-U.S. Holder’s tax basis in the Acasti Delaware Common Shares, as capital gain and will be treated as described below under “Dispositions of Common Shares of Acasti Delaware.”

Subject to the discussion below regarding effectively connected income, dividends paid to a Non-U.S. Holder with respect to such Non-U.S. Holder’s Acasti Delaware Common Shares generally will be subject to U.S. federal withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence). Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty and the procedures for claiming such benefits. In satisfying the foregoing withholding obligation with respect to a distribution, the applicable withholding agent may withhold up to 30% of either (i) the gross amount of the entire distribution, even if the amount of the distribution is greater than the amount constituting a dividend, as described above, or (ii) the amount of the distribution that Acasti Delaware projects will be a dividend, based upon a reasonable estimate of both its current and accumulated earnings and profits for the taxable year in which the distribution is made. If U.S. federal income tax is withheld on the amount of a distribution in excess of the amount constituting a dividend, the Non-U.S. Holder may obtain a refund of all or a portion of the excess amount withheld by timely filing a claim for refund with the IRS.

Dividends paid to a Non-U.S. Holder with respect to the Acasti Delaware Common Shares that are effectively connected with its conduct of a trade or business within the United States (and, if required by an applicable tax treaty, are attributable to a U.S. permanent establishment or a fixed base maintained by such Non-U.S. Holder) will generally be exempt from the U.S. federal withholding tax, as described above, if the Non-U.S. Holder complies with applicable certification and disclosure requirements (generally including provision of a valid IRS Form W-8ECI (or applicable successor form) certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States). Instead, such dividends generally will be subject to U.S. federal income tax on a net income basis, at regular U.S. federal income tax rates as would apply if such holder were a U.S. person (as defined in the Code). Any U.S. effectively connected income received by a Non-U.S. Holder that is classified as a corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

A Non-U.S. Holder of Acasti Delaware Common Shares who claims the benefit of an applicable income tax treaty between the United States and such holder’s country of residence generally will be required to provide a properly executed IRS Form W-8BEN or W-8BEN-E (or successor form) and satisfy applicable certification and other requirements. Non-U.S. Holders are urged to consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty and the specific methods available to them to satisfy these requirements.

Subject to the discussions below relating to backup withholding and foreign accounts, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale, taxable exchange or other taxable disposition of Acasti Delaware Common Shares, unless:

Gain that is effectively connected with the conduct of a trade or business in the United States generally will be subject to U.S. federal income tax on a net income tax basis, at regular U.S. federal income tax rates. If the Non-U.S. Holder is a non-U.S. corporation, the branch profits tax described above also may apply to such effectively connected gain. An individual Non-U.S. Holder who is subject to U.S. federal income tax because the Non-U.S. Holder was present in the United States for 183 days or more during the year of sale or other disposition of the Acasti Delaware Common Shares will be subject to a flat 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the gain derived from such sale or other disposition, which may be offset by certain U.S. source capital losses, if any. We do not presently anticipate that Acasti Delaware will become a USRPHC. However, because this determination is made from time to time and is dependent upon a number of factors, some of which are beyond our control, including the value of our assets, there can be no assurance that Acasti Delaware will not become a USRPHC.

Payments of dividends on the Acasti Delaware Common Shares will not be subject to backup withholding, provided that the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either properly certifies its non-U.S. status, or otherwise establishes an exemption. However, information reporting will apply in connection with any dividends on the Acasti Delaware Common Shares paid to a Non-U.S. Holder, regardless of whether any tax was actually withheld.

Information reporting and backup withholding generally will apply to the proceeds of a disposition of Acasti Delaware Common Shares by a Non-U.S. Holder effected by or through the U.S. office of any broker, U.S. or non-U.S., unless the holder certifies its status as a Non-U.S. Holder and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a Non-U.S. Holder where the transaction is effected outside the United States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. Holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Regulations discussed below) gross proceeds from the sale or other disposition of, Acasti

Delaware Common Shares paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends in respect of the Acasti Delaware Common Shares. While withholding under FATCA generally would also apply to payments of gross proceeds from the sale or other disposition of Acasti Delaware Common Shares, proposed Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Regulations until final Regulations are issued. All holders should consult their tax advisors regarding the possible implications of FATCA on their investment in Acasti Delaware Common Shares.

THE U.S. FEDERAL INCOME TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. EACH SHAREHOLDER SHOULD CONSULT ITS TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES THAT MAY APPLY TO SUCH SHAREHOLDER.

The following summary describes the principal Canadian federal income tax considerations related to the proposed Domestication that are generally applicable to Shareholders who, at all relevant times, for purposes of the Income Tax Act (Canada) (the “Tax Act”): (a) deal at arm’s length with Acasti; (b) are not affiliated with Acasti; and (c) hold their Acasti Common Shares as capital property (each such Shareholder referred to sometimes in this summary as a “Holder”).

Generally, a Holder’s Acasti Common Shares will be considered to be capital property to the Holder unless the Holder holds such shares in the course of carrying on a business of trading or dealing in securities or acquired the shares in a transaction considered to be an adventure or concern in the nature of trade.

This summary is based on the current provisions of the Tax Act, the regulations (the “Regulations”) thereunder, and the current published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) publicly available prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act and the regulations announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”), and assumes that all Proposed Amendments will be enacted in the form proposed, although no assurances can be given in this regard. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in law, whether by legislative, governmental, regulatory, or judicial action or decision, or changes in the administrative practices of the CRA, nor does it take into account other federal or any provincial, territorial or foreign income tax considerations, which may differ from the Canadian federal income tax considerations discussed below.

This summary is based on Acasti ceasing to be resident in Canada for purposes of the Tax Act at the time of the Domestication, and assumes that, from the time of the Domestication and at all relevant times thereafter, Acasti will not be resident in Canada for purposes of the Act, will be resident in the United States for purposes of the Canada-U.S. Tax Convention (the “Treaty”) and will be entitled to all of the benefits of the Treaty.

This summary is not applicable to a Holder (i) that is a “financial institution” for purposes of certain rules in the Tax Act (referred to as the mark-to-market rules), (ii) that is a “specified financial institution”, (iii) an interest in which is or would constitute a “tax shelter investment”, (iv) that reports its Canadian tax results in a currency other than the Canadian currency, (v) that is a corporation that, or is a corporation that does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that, is or becomes, as part of a transaction or event or series of transaction or events that includes the acquisition of Acasti Common Shares, controlled by a non-resident person for purposes of the foreign affiliate dumping rules in section 212.3 of the Tax Act, (vi) that is a partnership for

Canadian federal income tax purposes or is exempt from tax under Part I of the Tax Act, (vii) that acquired Acasti Common Shares under or in connection with an incentive plan or any other equity based compensation arrangement, or (viii) that has entered or will enter into a “derivative forward agreement”, a “synthetic disposition arrangement”, or a “dividend rental arrangement”, all as defined in the Tax Act, with respect to the Acasti Common Shares. Such Holders should consult their own tax advisors.

This summary does not discuss the Canadian federal income tax consequences of the Domestication to holders of warrants, stock options, stock appreciation rights, performance share units, restricted share units, deferred share units, restricted stock or other share-based awards granted by Acasti. Any such holders should consult with and rely on their own tax advisors.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations. This summary is not, and should not be construed as, legal, business or tax advice to any particular Holder and no representations with respect to the tax consequences to any particular Holder are made. Accordingly, all Holders, and all other Shareholders of Acasti, should consult their own tax advisors regarding the Canadian federal income tax consequences of the Domestication applicable to their particular circumstances.

As a result of the Domestication, Acasti will cease to be a resident of Canada and a “public corporation” for purposes of the Tax Act. On ceasing to be a resident of Canada, Acasti will no longer be subject to Canadian income tax on its worldwide income. Subsequent to the Domestication, Acasti will not be subject to Canadian income tax except on any income from business operations that are attributable to a permanent establishment in Canada as well as on gains from the disposition of “taxable Canadian property” that is not “treaty-protected property” (each as defined in the Tax Act).

For Canadian federal income tax purposes, the Domestication will cause Acasti’s taxation year to be deemed to have ended immediately prior to the Domestication. Immediately prior to this deemed taxation year end, Acasti will be deemed to have disposed of each of its properties for proceeds of disposition equal to the fair market value of such properties at that time and will be deemed to have reacquired such properties at a cost amount equal to that fair market value. Acasti will be subject to income tax under Part I of the Tax Act on any income and net taxable capital gains which arise as a result of this deemed disposition (after the utilization of any available capital losses or non-capital losses).

Acasti will also be subject to an additional “emigration tax” under Part XIV of the Tax Act on the amount, if any, by which the fair market value (immediately before Acasti’s deemed taxation year end resulting from the Domestication), of all of its properties, exceeds the total of the amount of certain of its liabilities and the paid-up capital (determined for purposes of the emigration tax) of all the issued and outstanding shares of Acasti immediately before the deemed taxation year end. This additional tax is generally payable at the rate of 25% but is expected to be reduced to 5% by virtue of the Treaty unless it can reasonably be concluded that one of the main reasons for Acasti becoming resident in the United States was to reduce the amount of emigration tax or Canadian withholding tax payable under Part XIII of the Tax Act.

The Canadian tax consequences to Acasti associated with the Domestication are principally dependent upon the fair market value of Acasti’s assets, the amount of its liabilities, the Canada-U.S. dollar exchange rate, as well as certain Canadian tax attributes, accounts and balances of Acasti and its Shareholder composition, each as of the time of the Domestication. Additionally, it is possible that valuations and implied valuations of Acasti’s property are made available which may be relevant in assessing the potential Canadian tax costs of the Domestication. Further, the fair market value of Acasti’s properties may change between the date hereof and the time of the Domestication. As a result, the quantum of Canadian tax payable by Acasti may significantly exceed Acasti’s estimates that are reflected in the pro forma financial statements. Acasti has not applied to the Canadian federal tax authorities for an advance tax ruling relating to the Domestication and does not intend to do so.

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Acasti Common Shares following the Domestication must be converted into Canadian dollars based on exchange rates as determined in accordance with the Tax Act.

The following portion of this summary applies to a Holder who, for purposes of the Tax Act and at all relevant times, is resident, or is deemed to be resident, in Canada (each, a “Resident Holder”). Certain Resident Holders whose Acasti common shares might not otherwise be capital property may, in certain circumstances, be entitled to make an irrevocable election under subsection 39(4) of the Tax Act the effect of which may be that such shares and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year in which the election is made and in all subsequent taxation years are deemed to be capital property. Resident Holders should consult their own tax advisors regarding whether an election under subsection 39(4) is available and advisable in their particular circumstances.

A Resident Holder should not be considered to have disposed of their Acasti Common Shares as a result of the Domestication. A Resident Holder should therefore not be considered to have a realized a taxable capital gain or loss by reason only of the Domestication. The Domestication should also not have an effect on the adjusted cost base of a Resident Holder’s Acasti Common Shares.

Following the Domestication, dividends on Acasti Common Shares will be required to be included in the Resident Holder’s income for the purposes of the Tax Act. Such dividends received by a Resident Holder who is an individual will not be subject to the gross-up and dividend tax credit rules in the Tax Act. A Resident Holder that is a corporation is required to include such dividends in computing its income and generally will not be entitled to deduct the amount of such dividends in computing its taxable income. Any U.S. non-resident withholding tax imposed on such dividends should generally be eligible, subject to the detailed rules and limitations under the Tax Act, to be credited against the Resident Holder’s income tax or deducted from income. Resident Holders are advised to consult with and rely on their own advisors with respect to the availability of a Canadian foreign tax credit or deduction having regard to their particular circumstances.

The tax treatment under the Tax Act of a disposition or deemed disposition of Acasti Common Shares by a Resident Holder will not be affected by the Domestication and such a disposition arising after the Domestication will generally result in a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Holder of the Acasti Common Shares immediately before the disposition. One-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder on a Acasti common share will be included in the Resident Holder’s income for the year of disposition. One-half of any capital loss (an “allowable capital loss”) realized is required to be deducted by the Resident Holder against taxable capital gains realized in the year of disposition. Any excess of allowable capital losses over taxable capital gains of the Resident Holder for the year of disposition may be carried back up to three taxation years or forward indefinitely and deducted against net taxable capital gains in those other years to the extent and in the circumstances prescribed in the Tax Act. Very generally, under Proposed Amendments released as part of the 2024 Federal Budget on April 16, 2024 (the “2024 Budget Proposals”), this inclusion and deduction rate will generally be increased from one-half to two-thirds for a Resident Holder that is a corporation or a trust, and to two-thirds for a Resident Holder that is an individual realizing net capital gains above an annual $250,000 limit, in all cases for capital gains realized on or after June 25, 2024. Allowable capital losses in excess of taxable capital gains carried forward from prior taxation years would be deductible against net taxable gains realized on or after June 25, 2024 but the value of such net allowable capital losses would be adjusted to reflect the new capital gains inclusion rate.

A Resident Holder that is, throughout the relevant taxation year, a “Canadian-controlled private corporation” or “substantive CCPC” (as defined in the Tax Act) may be liable to pay an additional refundable tax on its “aggregate investment income” for the year, which is defined in the Tax Act to include taxable capital gains realized, and interest and dividends received or deemed to be received (but not dividends or deemed dividends that are deductible in computing taxable income).

Capital gains realized by a Resident Holder who is an individual (other than certain trusts) may result in such Resident Holder being liable, or having an increased liability, for alternative minimum tax under the Tax Act. Resident Holders who are individuals should consult their own tax advisors in this regard.

A Resident Holder that is a “specified Canadian entity” (as defined in the Tax Act) for a taxation year or a fiscal period and whose total “cost amount” (as defined in the Tax Act) of “specified foreign property” (as defined in the Tax Act), including Acasti Common Shares, at any time in the year or fiscal period exceeds CAD$100,000 will be required to file an information return for the taxation year or fiscal period disclosing certain prescribed information

in respect of such property. Penalties may apply where a Resident Holder fails to file the required information return in respect of such Resident Holder’s “specified foreign property” on a timely basis in accordance with the Tax Act. Such Resident Holders should consult with and rely on their own tax advisors regarding such filing obligations.

A Dissenting Shareholder that is a Resident Holder who holds Acasti Common Shares (a “Dissenting Resident Holder”) and is entitled to be paid fair value for its Dissenting Common Shares will be deemed to transfer such Dissenting Common Shares to Acasti in consideration for a cash payment equal to fair value from Acasti. Although the matter is not free from doubt, the Dissenting Resident Holder will generally be deemed to have received a dividend on the Acasti Common Shares equal to the amount, if any, by which the payment by Acasti in the amount of the fair value of the Acasti Common Shares exceeds the paid-up capital of such shares for purposes of the Tax Act immediately before the time of the Domestication. In the case of a Dissenting Resident Holder that is an individual, the amount of any such deemed dividend will be subject to the normal dividend gross-up and tax credit rules generally applicable to dividends received from a corporation resident in Canada. Taxable dividends received by a Resident Holder that is an individual or a trust may increase such Resident Holder’s liability for alternative minimum tax. In the case of a Dissenting Resident Holder that is a corporation, the amount of any such deemed dividend will generally be included in the Resident Holder’s income for the taxation year in which such dividend is deemed to be received and will generally be deductible in computing the Dissenting Resident Holder’s taxable income. The amount of this deemed dividend could, in some circumstances, be treated as proceeds of disposition in the case of Dissenting Resident Holders that are corporations. The difference between the amount of such payment and the amount of any deemed dividend would be treated as proceeds of disposition of the Acasti Common Shares for the purposes of computing any capital gain or capital loss realized on the disposition of the Acasti Common Shares. The amount of any capital loss realized by a Dissenting Resident Holder that is a corporation on the disposition of a Acasti common share may be reduced by the amount of any dividends received (or deemed to be received) by the Dissenting Resident Holder on such Acasti common share to the extent and under the circumstances prescribed by the Tax Act. Similar rules may apply where a Acasti common share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Dissenting Resident Holders to whom these rules may be relevant should consult with and rely on their own tax advisors. Any interest awarded to a Dissenting Resident Holder by a court will be included in the Dissenting Resident Holder’s income for Canadian income tax purposes. Resident Holders who are considering exercising Dissent Rights in connection with the Domestication are urged to consult with their tax advisors with respect to the tax consequences to them of dissenting.

The following portion of this summary applies to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is not resident, and is not deemed to be resident, in Canada and does not use or hold, and is not deemed to use or hold, Acasti Common Shares in connection with carrying on a business in Canada (a “Non-Resident Holder”). This part of the summary is not applicable to Non-Resident Holders that are insurers carrying on an insurance business in Canada and elsewhere.

A Non-Resident Holder should not be considered to have disposed of their Acasti Common Shares as a result of the Domestication. A Non-Resident Holder should therefore not be considered to have realized a taxable capital gain or loss by reason only of the Domestication. The Domestication should also not have an effect on the adjusted cost base of a Non-Resident Holder’s Acasti Common Shares.

A disposition or deemed disposition of Acasti Common Shares by a Non-Resident Holder will generally not result in tax under the Tax Act unless such Acasti Common Shares are “taxable Canadian Property” and are not “treaty-protected property” of the Non-Resident Holder (each as defined in the Tax Act) at the time of disposition. An Acasti common share generally will not be taxable Canadian property of a Non-Resident Holder at a particular time unless, at any time during the 60-month period immediately preceding the time of disposition, more than 50% of the fair market value of Acasti was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such property (whether or not such property exists) (the “Real Property Test”). In addition, if the Acasti common share is listed on a designated stock exchange (which currently includes the NASDAQ) at the time of disposition, the Acasti common share will not be taxable Canadian property (even if the Real Property Test is satisfied) unless 25% or more of the issued shares of any class or series of Acasti’s shares were owned by or belonged to one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder did not deal at arm’s length, and (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly

or indirectly through one or more partnerships (the “Ownership Test”). Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Acasti Common Shares could be deemed to be taxable Canadian property to a Non-Resident Holder. Acasti Common Shares owned by a Non-Resident Holder will generally be treaty-protected property if the gain from the disposition of such Acasti Common Shares would, because of an applicable income tax treaty or convention to which Canada is a signatory, be exempt from tax under Part I of the Tax Act. If Acasti Common Shares are considered to be taxable Canadian property but not treaty-protected property to a particular Non-Resident Holder, upon the disposition of such Acasti Common Shares, such Non-Resident Holder will realize a capital gain (or capital loss) generally in the circumstances and computed in the manner described above as if the Non-Resident Holder were a Resident Holder thereunder.

A Dissenting Shareholder that is a Non-Resident Holder (a “Dissenting Non-Resident Holder”) and is entitled to be paid fair value for its Dissenting Common Shares will be deemed to transfer such Dissenting Common Shares to Acasti in consideration for a cash payment from Acasti equal to the fair value of such Dissenting Common Shares. Although the matter is not free from doubt, a Dissenting Non-Resident Holder will generally be deemed to have received a dividend on the Acasti Common Shares equal to the amount, if any, by which the payment by Acasti in the amount of the fair value of the Acasti Common Shares exceeds the paid-up capital of such shares for purposes of the Tax Act. Any such deemed dividend will be subject to Canadian withholding tax at a rate of 25% of the gross amount of the dividend but may be reduced under an applicable tax convention. A Dissenting Non-Resident Holder will also be considered to have disposed of the Acasti Common Shares for proceeds of disposition equal to the amount paid to such Dissenting Non-Resident Holder, less any amount that is deemed to be a dividend received by the Dissenting Non-Resident Holder, as described above. A U.S. resident Dissenting Shareholder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of Acasti Common Shares unless the Acasti Common Shares are “taxable Canadian property” for purposes of the Tax Act and are not “treaty-protected” property of the Dissenting Non-Resident Holder (each as defined in the Tax Act) at the time of disposition. An Acasti common share generally will not be taxable Canadian property of a Dissenting Non-Resident Holder at a particular time unless, at any time during the 60-month period immediately preceding the time of disposition, the Real Property Test is satisfied. In addition, if the Acasti common share is listed on a designated stock exchange (which currently includes the NASDAQ) at the time of disposition, the Acasti common share will not be taxable Canadian property (even if the Real Property Test is satisfied) unless the Ownership Test is also satisfied in respect of the Non-Resident Holder. Notwithstanding the above, Acasti Common Shares may, in certain circumstances, be deemed to be taxable Canadian property to a Dissenting Non-Resident Holder for the purposes of the Tax Act. Dissenting Non-Resident Holders whose Acasti Common Shares may constitute taxable Canadian property are urged to consult their own tax advisors for advice having regard to their particular circumstances. Even if Acasti Common Shares are considered to be taxable Canadian property of a Dissenting Non-Resident Holder, a taxable capital gain (or an allowable capital loss) resulting from the disposition of such Acasti Common Shares will not be included (or deducted) in computing the Dissenting Non- Resident Holder’s income for purposes of the Tax Act if the Acasti Common Shares constitute “treaty-protected property”, as defined in the Tax Act. If the Acasti Common Shares are considered to be taxable Canadian property but not treaty-protected property to a particular Dissenting Non-Resident Holder, upon the disposition of such Acasti Common Shares pursuant to the Domestication, such Dissenting Non-Resident Holder will realize a capital gain (or capital loss) generally in the circumstances and computed in the manner described above as if the Dissenting Non- Resident Holder were a Resident Holder thereunder. Any interest paid or credited to a Dissenting Non-Resident Holder in respect of the exercise of Dissent Rights will generally not be subject to Canadian withholding tax. Non-Resident Holders who are considering exercising Dissent Rights in connection with the Domestication are urged to consult with their tax advisors with respect to the tax consequences to them of dissenting.

Based on the law on the date hereof, provided the Acasti Common Shares are listed on a designated stock exchange (which currently includes the NASDAQ), the Acasti Common Shares would, on the date of the completion of the Domestication, be qualified investments on such date under the Tax Act for trusts governed by a registered retirement savings plan (“RRSP”), registered retirement income fund (“RRIF”), registered education savings plan (“RESP”), deferred profit sharing plan, registered disability savings plan (“RDSP”) or tax-free savings account (“TFSA”).

Notwithstanding the foregoing, if the Acasti Common Shares are a “prohibited investment” for a TFSA, RRSP, RRIF, RESP or RDSP, the holder of the TFSA or RDSP, the annuitant of the RRSP or RRIF, or the subscriber of the RESP, as the case may be, will be subject to a penalty tax as set out in the Tax Act. Provided that, for purposes of the Tax Act, the holder, annuitant, or subscriber, as the case may be, deals at arm’s length with Acasti and does not have a

“significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in Acasti, the Acasti Common Shares will not be a “prohibited investment” for such RRSPs, RRIFs, RESPs, RDSPs and TFSAs, as the case may be, under the Tax Act.

Subject to and conditional upon the prior implementation of the Continuance, our corporate affairs will be governed by our Notice of Articles, Articles and the provisions of the BCBCA. The BCBCA differs from the various state laws applicable to U.S. corporations and their stockholders, including Delaware law. A general summary of the material differences between our proposed Notice of Articles, Articles and the BCBCA under which we will be governed following the Continuance, and our proposed Acasti Delaware Charter and Acasti Delaware By-laws and the DGCL, under which we will be governed following the Domestication, is described under the heading “Material Differences between British Columbia Corporate Law and Delaware General Corporation Law” attached hereto as Annex L. References to “Acasti Delaware” refer solely to Acasti Pharma Inc., a Delaware corporation, as of the effective time of the Domestication. This summary is qualified in its entirety by reference to the DGCL, the BCBCA and the then-applicable governing documents of Acasti. For a more detailed description of how the new organizational documents and Delaware law may differ from our current organizational documents and Québec corporate law, see “Material Differences between Québec Corporate Law and Delaware General Corporation Law”. This description is not intended to be complete and is qualified in its entirety by reference to the DGCL, the QBCA and our governing documents.

The Shareholders will be asked at the Meeting to consider and, if deemed appropriate, to pass, with or without variation, the following resolution, subject to such amendments, variations or additions as may be approved at the Meeting, approving the Domestication.

“RESOLVED AS A SPECIAL RESOLUTION THAT:

empowered without further notice to or approval of the shareholders of Acasti (i) not to act upon this special resolution and (ii) to revoke or abandon this special resolution, in their sole discretion at any time prior to the filing of the Certificate of Corporate Domestication and Acasti Delaware Charter with the Secretary of State of the State of Delaware; and

To be adopted, the Domestication Resolution must be approved by the affirmative vote of at least two-thirds of the votes cast by the Shareholders present or represented by proxy at the Meeting. If your Common Shares are registered in your name and you abstain from voting on this matter, your abstention will not have any effect on the outcome of the vote. Abstentions will each be counted for the quorum requirement. If you hold your Common Shares through a bank, broker or other agent and you do not instruct the bank, broker or other agent on how to vote on this proposal, your bank, broker or other agent will not have authority to vote your Common Shares. Broker non-votes will not have an impact on the outcome of this proposal.

THE BOARD BELIEVES THAT THE APPROVAL OF THE DOMESTICATION RESOLUTION IS IN THE BEST INTERESTS OF ACASTI AND RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE APPROVAL OF THE DOMESTICATION RESOLUTION.

The voting rights pertaining to Common Shares represented by duly executed proxies in favor of the persons named in the accompanying form of proxy will be exercised, in the absence of specifications to the contrary, FOR the Domestication Resolution.

Please take notice that even if the Domestication Resolution is approved, it provides that the Board may revoke such Domestication Resolution before the issuance of the Certificate of Corporate Domestication without the approval of the Shareholders.

Please take further notice that even if the Domestication Resolution is approved, the Domestication Resolution shall be revoked and the Domestication shall not be effected in the event that the requisite majority of Shareholders does not approve the Continuance Resolution or the Board revokes or abandons the Continuance Resolution or the Continuance.

At the Meeting, Shareholders will be asked to approve the Acasti Pharma Inc. 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”). The Board approved the 2024 Equity Incentive Plan on June 20, 2024, subject to its approval by the Shareholders. If the Shareholders approve the 2024 Equity Incentive Plan, it will become effective upon effectiveness of the Domestication. In connection with any determination to implement the Domestication, the Board will set the timing for such Domestication. Although it is the current intention of the Board to proceed with the Domestication, it has no obligation to do so and will have no liability associated with any decision as to whether or not to proceed with the Domestication. If the Board determines, in its sole discretion, not to proceed with the Domestication, the 2024 Equity Incentive Plan will not become effective. References to “Common Shares” issuable pursuant to 2024 Equity Incentive Plan upon adoption in this section refer to the common stock of Acasti as a Delaware corporation after the effectiveness of the Domestication.

In connection with the Domestication, the Board determined that it was in the best interests of the Company to adopt a new equity incentive plan that is compliant with U.S. public company equity plan rules and practices that will replace the Acasti Pharma Inc. Stock Option Plan (the “Stock Option Plan”) and the Acasti Pharma Inc. Equity Incentive Plan (the “Equity Incentive Plan,” and, together with the Stock Option Plan, the “Prior Plans”).

Our success is highly dependent on our ability to attract and retain highly skilled directors, employees and consultants. To succeed, we must recruit, retain, manage and motivate qualified clinical, scientific, technical and management personnel, and we face significant competition for experienced personnel. One of the tools the Board regards as essential in addressing these human resource challenges is a competitive equity incentive program. Our executive compensation program provides a range of incentive tools and sufficient flexibility to permit the GHR Committee to implement them in ways that will make the most effective use of the shares our Shareholders authorize for incentive purposes. We intend to use these incentives to attract new employees and to continue to retain existing employees, directors and consultants for the long-term benefit of Acasti and its Shareholders.

The 2024 Equity Incentive Plan authorizes the GHR Committee to provide incentive compensation in the form of stock options, stock appreciation rights, restricted stock and stock units, unrestricted stock, dividend equivalent rights, performance shares and units, and other stock-based awards. Under the 2024 Equity Incentive Plan, we will be authorized to issue up to 1,350,000 Common Shares. The Board believes that these Common Shares will be sufficient to provide for a reasonable incentive program for at least the next 2 years. Common Shares subject to awards currently outstanding under the Prior Plans that remain outstanding after the effective date of the 2024 Equity Incentive Plan will continue to be settled in Common Shares reserved for issuance under the Prior Plan.

As of July 26, 2024, 919,923 stock options to purchase Common Shares were outstanding under the Stock Option Plan, with a weighted average exercise price of $3.53 per Common Shares and weighted average expected remaining contractual life of approximately 9 years. As part of our executive compensation program, we granted 198,130 option awards under the Stock Option Plan for the year ended March 31, 2024 on May 6, 2024. Assuming the Domestication is approved by Shareholders and implemented by the Board, no further awards will be granted under the Prior Plans.

In operating our Prior Plans, the GHR Committee has monitored and managed dilution to reasonable levels. The maximum aggregate number of Common Shares we are requesting our Shareholders to authorize under the 2024 Equity Incentive Plan would represent approximately 9% of the number of Common Shares outstanding on July 26, 2024, determined on a fully diluted basis.

Key features of the 2024 Equity Incentive Plan of particular interest to our Shareholders reflect best practices:

The Board believes that the 2024 Equity Incentive Plan will serve a critical role in attracting and retaining the high caliber employees, consultants and directors essential to our success and in motivating these individuals to strive to meet our goals. Therefore, the Board urges you to vote to “FOR” the approval of the 2024 Equity Incentive Plan.

The following summary of the 2024 Equity Incentive Plan is qualified in its entirety by the specific language of the 2024 Equity Incentive Plan, a copy of which plan is attached to this Proxy Statement/Prospectus as Annex F.

General. The purpose of the 2024 Equity Incentive Plan is to advance the interests of Acasti and its Shareholders by providing an incentive program that will enable us to attract and retain employees, consultants and directors and to provide them with an equity interest in the growth and profitability of Acasti. These incentives are provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other stock-based awards and cash-based awards.

Authorized Shares. The maximum aggregate number of Common Shares authorized for issuance under the 2024 Equity Incentive Plan is 1,350,000, all of which may be issued upon the exercise of incentive stock options.

Share Counting. Each Common Share made subject to an award will reduce the number of Common Shares remaining available for grant under the 2024 Equity Incentive Plan by one Common Share. If any award granted under the 2024 Equity Incentive Plan expires or otherwise terminates for any reason without having been exercised or settled in full, or if Common Shares subject to forfeiture or repurchase are forfeited or repurchased by us for not more than the participant's purchase price, any such Common Shares reacquired or subject to a terminated award will again become available for issuance under the 2024 Equity Incentive Plan. Common Shares that are withheld or that are tendered in payment of the exercise price of an option will not be made available for new awards under the 2024 Equity Incentive Plan. Common Shares withheld or reacquired by us in satisfaction of a tax withholding obligation in connection with the vesting or settlement of any full value award will also reduce the number of Common Shares remaining available for the future grant of awards. Upon the exercise of a stock appreciation right or net-exercise of an option, the number of Common Shares available under the 2024 Equity Incentive Plan will be reduced by the gross number of Common Shares for which the award is exercised.

Adjustments for Capital Structure Changes. Appropriate and proportionate adjustments will be made to the number of Common Shares authorized under the 2024 Equity Incentive Plan, and to outstanding awards in the event of any change in our Common Shares through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of Common Shares, exchange of Common Shares or similar change in our capital structure, or if we make a distribution to our

Shareholders in a form other than Common Shares (excluding regular, periodic cash dividends) that has a material effect on the fair market value of our Common Shares. In such circumstances, the GHR Committee also has the discretion under the 2024 Equity Incentive Plan to adjust other terms of outstanding awards as it deems appropriate.

Nonemployee Director Award Limits. A nonemployee director may not be granted awards under the 2024 Equity Incentive Plan in any fiscal calendar year, that, when combined with any cash fees or other compensation paid to such nonemployee director during such calendar year, shall not exceed $750,000 in total value, with the value of any such nonemployee director awards based on the grant date fair value of such awards; provided, however, that in the calendar year in which a nonemployee director first joins the Board, this limit shall not exceed $1,000,000.

Administration. The 2024 Equity Incentive Plan generally will be administered by the GHR Committee, although the Board retains the right to appoint another of its committees to administer the 2024 Equity Incentive Plan or to administer the 2024 Equity Incentive Plan directly. Subject to the provisions of the 2024 Equity Incentive Plan, the GHR Committee determines in its discretion the persons to whom and the times at which awards are granted, the types and sizes of awards, and all of their terms and conditions. The GHR Committee may, subject to certain limitations on the exercise of its discretion required or otherwise provided by the 2024 Equity Incentive Plan, amend, cancel or renew any award, waive any restrictions or conditions applicable to any award, and accelerate, continue, extend or defer the vesting of any award.

The 2024 Equity Incentive Plan provides that no member of the Board or the GHR Committee will be liable for any action or determination made in good faith with respect to the 2024 Equity Incentive Plan or any award or award agreement arising from such person’s action in administering the 2024 Equity Incentive Plan. All awards granted under the 2024 Equity Incentive Plan will be evidenced by a written or digitally signed agreement between Acasti and the participant specifying the terms and conditions of the award, consistent with the requirements of the 2024 Equity Incentive Plan. The GHR Committee will interpret the 2024 Equity Incentive Plan and awards granted thereunder, and all determinations of the GHR Committee generally will be final and binding on all persons having an interest in the 2024 Equity Incentive Plan or any award.

Prohibition of Option and SAR Repricing. The 2024 Equity Incentive Plan expressly provides that, except in connection with a corporate transaction involving Acasti (including, without limitation, any stock dividend, distribution (whether in the form of cash, Common Shares, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Shares or other securities or similar transaction) without the approval of a majority of the votes cast in person or by proxy at a meeting of our Shareholders, the GHR Committee may not provide for any of the following with respect to underwater options or stock appreciation rights: (1) either the cancellation of such outstanding options or stock appreciation rights in exchange for the grant of new options or stock appreciation rights at a lower exercise price or the amendment of outstanding options or stock appreciation rights to reduce the exercise price, (2) the issuance of new full value awards in exchange for the cancellation of such outstanding options or stock appreciation rights, or (3) the cancellation of such outstanding options or stock appreciation rights in exchange for payments in cash.

Eligibility. Awards may be granted to our employees, directors and consultants or any present or future parent or subsidiary corporation or other affiliated entity of Acasti. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of Acasti or any parent or subsidiary corporation of Acasti. As of July 31, 2024, we had 5 employees, including 5 executive officers, and 4 non-employee directors who would be eligible under the 2024 Equity Incentive Plan.

Stock Options. The GHR Committee may grant nonstatutory stock options, incentive stock options within the meaning of Section 422 of the Code, or any combination of these. The exercise price of each option may not be less than the fair market value of a Common Share on the date of grant. However, any incentive stock option granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of Acasti or any parent or subsidiary corporation of Acasti (a “10% Shareholder”) must have an exercise price equal to at least 110% of the fair market value of a Common Share on the date of grant. On July 30, 2024, the closing price of our Common Shares as reported on Nasdaq was $2.71 per Common Share.

The 2024 Equity Incentive Plan provides that the option exercise price may be paid in cash, by check, or cash equivalent; by means of a broker-assisted cashless exercise; by means of a net-exercise procedure; to the extent legally permitted, by tender to us of Common Shares owned by the participant having a fair market value not less than the exercise price; by such other lawful consideration as approved by the GHR Committee; or by any

combination of these. Nevertheless, the GHR Committee may restrict the forms of payment permitted in connection with any option grant. No option may be exercised unless the participant has made adequate provision for federal, state, local and foreign taxes, if any, relating to the exercise of the option, including, if permitted or required by us, through the participant’s surrender of a portion of the option shares to us.

Options will become vested and exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by the GHR Committee. The maximum term of any option granted under the 2024 Equity Incentive Plan is ten years, provided that an incentive stock option granted to a 10% Shareholder must have a term not exceeding five years.

Options are nontransferable by the participant other than by will or by descent and distribution, and are exercisable during the participant’s lifetime only by the participant. However, an option may be assigned or transferred to certain family members or trusts for their benefit to the extent permitted by the GHR Committee and, in the case of an incentive stock option, only to the extent that the transfer will not terminate its tax qualification.

Stock Appreciation Rights. The GHR Committee may grant stock appreciation rights either in tandem with a related option (a “Tandem SAR”) or independently of any option (a “Freestanding SAR”). A Tandem SAR requires the option holder to elect between the exercise of the underlying option for Common Shares or the surrender of the option and the exercise of the related stock appreciation right. A Tandem SAR is exercisable only at the time and only to the extent that the related stock option is exercisable, while a Freestanding SAR is exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by the GHR Committee. The exercise price of each stock appreciation right may not be less than the fair market value of a Common Share on the date of grant.

Upon the exercise of any stock appreciation right, the participant is entitled to receive an amount equal to the excess of the fair market value of the underlying Common Shares as to which the right is exercised over the aggregate exercise price for such Common Shares. Payment of this amount upon the exercise of a Tandem SAR may be made only in Common Shares whose fair market value on the exercise date equals the payment amount. At the GHR Committee’s discretion, payment of this amount upon the exercise of a Freestanding SAR may be made in cash or Common Shares. The maximum term of any stock appreciation right granted under the 2024 Equity Incentive Plan is ten years.

Stock appreciation rights are generally nontransferable by the participant other than by will or by descent and distribution, and are generally exercisable during the participant’s lifetime only by the participant. If permitted by the GHR Committee, a Tandem SAR related to a nonstatutory stock option and a Freestanding SAR may be assigned or transferred to certain family members or trusts for their benefit to the extent permitted by the GHR Committee. Other terms of stock appreciation rights are generally similar to the terms of comparable stock options.

Restricted Stock Awards. The GHR Committee may grant restricted stock awards under the 2024 Equity Incentive Plan either in the form of a restricted stock purchase right, giving a participant an immediate right to purchase Common Shares, or in the form of a restricted stock bonus, in which stock is issued in consideration for services to Acasti rendered by the participant. The GHR Committee determines the purchase price payable under restricted stock purchase awards, which may be less than the then current fair market value of our Common Shares. Restricted stock awards may be subject to vesting conditions based on such service or performance criteria as the GHR Committee specifies, including the attainment of one or more performance goals similar to those described below in connection with performance awards. Common Shares acquired pursuant to a restricted stock award may not be transferred by the participant until vested. Unless otherwise provided by the GHR Committee, a participant will forfeit any shares of restricted stock as to which the vesting restrictions have not lapsed prior to the participant's termination of service. Participants holding restricted stock will have the right to vote the shares and to receive any dividends or other distributions paid in cash or Common Shares, which the GHR Committee may subject to the same restrictions as the original award.

Restricted Stock Units. The GHR Committee may grant restricted stock units under the 2024 Equity Incentive Plan, which represent rights to receive Common Shares at a future date determined in accordance with the participant’s award agreement. No monetary payment is required for receipt of restricted stock units or the shares issued in settlement of the award, the consideration for which is furnished in the form of the participant’s services to Acasti. The GHR Committee may grant restricted stock unit awards subject to the attainment of one or more performance goals similar to those described below in connection with performance awards, or may make the awards subject to vesting conditions similar to those applicable to restricted stock awards. Restricted stock units may not be transferred

by the participant. Unless otherwise provided by the GHR Committee, a participant will forfeit any restricted stock units which have not vested prior to the participant’s termination of service. Participants have no voting rights or rights to receive cash dividends with respect to restricted stock unit awards until Common Shares are issued in settlement of such awards. However, the GHR Committee may grant restricted stock units that entitle their holders to dividend equivalent rights, which are rights to receive cash or additional restricted stock units whose value is equal to any cash dividends that we pay. Dividend equivalent rights may be made subject to the same vesting conditions and settlement terms as the original award.

Performance Awards. The GHR Committee may grant performance awards subject to such conditions and the attainment of such performance goals over such periods as the GHR Committee determines in writing and sets forth in a written agreement between Acasti and the participant. These awards may be designated as performance shares or performance units, which consist of unfunded bookkeeping entries generally having initial values equal to the fair market value determined on the grant date of a Common Share in the case of performance shares and a monetary value established by the GHR Committee at the time of grant in the case of performance units. Performance awards will specify a predetermined amount of performance shares or performance units that may be earned by the participant to the extent that one or more performance goals are attained within a predetermined performance period. To the extent earned, performance awards may be settled in cash, Common Shares (including shares of restricted stock that are subject to additional vesting) or any combination of these.

Prior to the beginning of the applicable performance period, the GHR Committee will establish one or more performance goals applicable to the award. Performance goals will be based on the attainment of specified target levels with respect to one or more measures of business or financial performance of Acasti and each subsidiary corporation consolidated with Acasti for financial reporting purposes, or such division or business unit of Acasti as may be selected by the GHR Committee. The GHR Committee, in its discretion, may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions.

Following completion of the applicable performance period, the GHR Committee will determine the extent to which the applicable performance goals have been attained and the resulting value to be paid to the participant. The GHR Committee may make positive or negative adjustments to performance award payments to participants to reflect the participant’s individual job performance or other factors determined by the GHR Committee. In its discretion, the GHR Committee may provide for a participant awarded performance shares to receive dividend equivalent rights with respect to cash dividends paid on our Common Shares to the extent that the performance shares become vested. The GHR Committee may provide for performance award payments in lump sums or installments. No performance award may be sold or transferred other than by will or descent and distribution prior to the end of the applicable performance period.

Unrestricted Stock Awards. The GHR Committee may grant awards pursuant to which the participant may receive Common Shares free of any restrictions in such amounts and subject to such terms and conditions as the GHR Committee determines. Such unrestricted stock awards may be granted or sold to any participant in respect of past service or, if so provided in the related award agreement or a separate agreement, the promise by the participant to perform future service, to us or an affiliate or other valid consideration, or in lieu of, or in addition to, any cash compensation due to such participant.

Dividend Equivalent Rights. The GHR Committee may grant dividend equivalent rights entitling the participant to receive credits based on cash distributions that would have been paid on common shares of Acasti specified in such dividend equivalent right (or other award to which such dividend equivalent right relates) if such Common Shares had been issued to and held by the participant as of the record date. No dividend equivalent rights may be granted in connection with, or related to, an award of an option or SAR. Dividend equivalents credited to the holder of a dividend equivalent right may be deemed to be reinvested in additional shares of common shares, which may thereafter accrue additional dividend equivalent rights (with or without being subject to forfeiture or a repayment obligation, as determined by the GHR Committee). Any such reinvestment will be at the fair market value thereof on the date of such reinvestment. Dividend equivalent rights may be settled in cash or Common Shares or a combination thereof, in a single installment or in multiple installments, all as determined in the sole discretion of the GHR Committee. A dividend equivalent right granted as a component of another award may provide that such dividend equivalent right will be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other award, and that such dividend equivalent right will expire or be forfeited or annulled under the same conditions as such other award. A dividend equivalent right granted as a component of another award also may contain terms

and conditions that are different from the terms and conditions of such other award, provided that dividend equivalent rights credited pursuant to a dividend equivalent right granted as a component of another award will not vest or become payable unless and until the award to which the dividend equivalent rights correspond becomes vested and settled.

Other Stock-Based Awards. The GHR Committee may grant other stock-based awards in such amounts and subject to such terms and conditions as the GHR Committee determines. Other stock-based awards will specify a number of Common Shares or units based on Common Shares or other equity-related awards. Such awards may be subject to vesting conditions based on continued performance of service or subject to the attainment of one or more performance goals similar to those described above in connection with performance awards. Settlement of awards may be in cash or Common Shares, as determined by the GHR Committee. A participant will have no voting rights with respect to any such award unless and until Common Shares are issued pursuant to the award. The GHR Committee may grant dividend equivalent rights with respect to other stock-based awards. The effect on such awards of the participant's termination of service will be determined by the GHR Committee and set forth in the participant's award agreement.

Change in Control. The 2024 Equity Incentive Plan provides that a “Change in Control” occurs upon (i) a person or entity (with certain exceptions described in the 2024 Equity Incentive Plan) becoming the direct or indirect beneficial owner of more than 50% of our voting stock; or (ii) the occurrence of a merger, consolidation, or similar transaction involving (directly or indirectly) Acasti immediately after which the shareholders of the Acasti immediately prior thereto do not hold, directly or indirectly, either (a) voting stock representing more than 50% of the combined outstanding voting power of the surviving entity or (b) more than 50% of the voting stock of the parent of the surviving entity in such transaction and in each case, in substantially the same proportions as their ownership of the voting stock of Acasti immediately prior to such event; or (iii) the sale, exchange or transfer of all or substantially all of our assets. In the event of a Change in Control, and except as otherwise provided in the applicable award agreement or in another agreement with the participant, upon which outstanding awards are not assumed or continued: (i) such awards will vest in full, with performance-based awards vesting at the greater of target or (if determinable) actual performance; (ii) in the case of outstanding options and SARs, such awards will become exercisable during a 15 day period beginning 15 days prior to the scheduled consummation of such Change in Control; and (iii) the GHR Committee may cancel awards in exchange for cash, securities or other property, in its sole discretion. In the event of a Change in Control, except as otherwise provided in the applicable award agreement or in another agreement with the participant, upon which outstanding awards are assumed or continued in accordance with their terms: (i) each performance-based award will convert to a time-based award equal to performance based on the greater of target or (if determinable) actual performance; and (ii) all assumed or continued awards shall vest in full upon a termination of the participant without cause within 12 months following the consummation of the Change in Control.

Subject to the restrictions of Section 409A of the Code, the GHR Committee may provide for the acceleration of vesting or settlement of any or all outstanding awards upon such terms and to such extent as it determines.

The 2024 Equity Incentive Plan also authorizes the GHR Committee, in its discretion and without the consent of any participant, to cancel each or any award denominated in Common Shares upon a Change in Control in exchange for a payment to the participant with respect each vested Common Share (and each unvested Common Share if so determined by the GHR Committee) subject to the cancelled award of an amount equal to the excess of the consideration to be paid per Common Shares in the Change in Control transaction over the exercise or purchase price per share, if any, under the award.

Awards Subject to Section 409A of the Code. Certain awards granted under the 2024 Equity Incentive Plan may be deemed to constitute “deferred compensation” within the meaning of Section 409A of the Code, providing rules regarding the taxation of nonqualified deferred compensation plans, and the regulations and other administrative guidance issued pursuant to Section 409A. Any such awards will be required to comply with the requirements of Section 409A. Notwithstanding any provision of the 2024 Equity Incentive Plan to the contrary, the GHR Committee is authorized, in its sole discretion and without the consent of any participant, to amend the 2024 Equity Incentive Plan or any award agreement as it deems necessary or advisable to comply with Section 409A.

Amendment, Suspension or Termination. The 2024 Equity Incentive Plan will continue in effect until its termination by the GHR Committee, provided that no awards may be granted under the 2024 Equity Incentive Plan following the tenth anniversary of the 2024 Equity Incentive Plan’s effective date, which will be the date on which the

Domestication is effective. The GHR Committee may amend, suspend or terminate the 2024 Equity Incentive Plan at any time, provided that no amendment may be made without Shareholder approval that would increase the maximum aggregate number of Common Shares authorized for issuance under the 2024 Equity Incentive Plan, change the class of persons eligible to receive incentive stock options or require Shareholder approval under any applicable law or the rules of any stock exchange on which our Common Shares are then listed. No amendment, suspension or termination of the 2024 Equity Incentive Plan may affect any outstanding award unless expressly provided by the GHR Committee, and, in any event, may not have a materially adverse effect on an outstanding award without the consent of the participant unless necessary to comply with any applicable law, regulation or rule, including, but not limited to, Section 409A of the Code.

The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the 2024 Equity Incentive Plan and does not attempt to describe all possible U.S. federal or other tax consequences of such participation or tax consequences based on particular circumstances.

Incentive Stock Options. A participant recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Participants who neither dispose of their Common Shares within two years following the date the option was granted nor within one year following the exercise of the option will normally recognize a capital gain or loss upon the sale of the Common Shares equal to the difference, if any, between the sale price and the purchase price of the Common Shares. If a participant satisfies such holding periods upon a sale of the Common Shares, we will not be entitled to any deduction for federal income tax purposes. If a participant disposes of Common Shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the Common Shares on the option exercise date and the exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the participant upon the disqualifying disposition of the Common Shares generally should be deductible by us for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.

In general, the difference between the option exercise price and the fair market value of the Common Shares on the date of exercise of an incentive stock option is treated as an adjustment in computing the participant's alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the Common Shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the Common Shares and certain tax credits which may arise with respect to participants subject to the alternative minimum tax.

Nonstatutory Stock Options. Options not designated or qualifying as incentive stock options are nonstatutory stock options having no special tax status. A participant generally recognizes no taxable income upon receipt of such an option. Upon exercising a nonstatutory stock option, the participant normally recognizes ordinary income equal to the difference between the exercise price paid and the fair market value of the Common Shares on the date when the option is exercised. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between the sale price and the fair market value of the Common Shares on the exercise date, will be taxed as capital gain or loss. We generally should be entitled to a tax deduction equal to the amount of ordinary income recognized by the participant as a result of the exercise of a nonstatutory stock option, except to the extent such deduction is limited by applicable provisions of the Code.

Stock Appreciation Rights. A Participant recognizes no taxable income upon the receipt of a stock appreciation right. Upon the exercise of a stock appreciation right, the participant generally will recognize ordinary income in an amount equal to the excess of the fair market value of the underlying Common Shares on the exercise date over the exercise price. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. We generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant in connection with the exercise of the stock appreciation right, except to the extent such deduction is limited by applicable provisions of the Code.

Restricted Stock. A participant acquiring restricted stock generally will recognize ordinary income equal to the excess of the fair market value of the Common Shares on the “determination date” over the price paid, if any, for such Common Shares. The “determination date” is the date on which the participant acquires the Common Shares unless the Common Shares are subject to a substantial risk of forfeiture and are not transferable, in which case the determination date is the earlier of (i) the date on which the Common Shares become transferable or (ii) the date on which the Common Shares are no longer subject to a substantial risk of forfeiture (e.g., when they become vested). If the determination date follows the date on which the participant acquires the Common Shares, the participant may elect, pursuant to Section 83(b) of the Code, to designate the date of acquisition as the determination date by filing an election with the IRS no later than 30 days after the date on which the Common Shares are acquired. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of Common Shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value of the Common Shares on the determination date, will be taxed as capital gain or loss. We generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

Unrestricted Stock. A participant who purchases or is awarded unrestricted stock generally has ordinary income equal to the excess of the fair market value of the shares at the time of such purchase or award, as applicable, over the purchase price, if any, and a corresponding tax deduction is generally available to us in the same year that the participant recognizes ordinary income.

Restricted Stock Unit, Performance and Other Stock-Based Awards. A participant generally will recognize no income upon the receipt of a restricted stock unit, performance share, performance unit, or other stock-based award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of settlement in an amount equal to the cash received and the fair market value of any substantially vested Common Shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. If the participant receives shares of restricted stock, the participant generally will be taxed in the same manner as described above under “Restricted Stock.” Upon the sale of any Common Shares received, any gain or loss, based on the difference between the sale price and the fair market value of the Common Shares on the determination date (as defined above under “Restricted Stock”), will be taxed as capital gain or loss. We generally should be entitled to a deduction equal to the amount of ordinary income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions of the Code.

Certain Change of Control Payments. Under Sections 280G 4999 of the Code, the vesting or accelerated exercisability of stock options or the vesting and payments of other awards in connection with a Change in Control may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the Change in Control, in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting or exercise of awards may be subject to an additional 20% federal tax and may be non-deductible to us.

Section 162(m). Acasti’s ability to take any tax deduction with respect to awards under the 2024 Equity Incentive Plan is subject to deductibility limitations under Section 162(m) of the Code.

No awards will be granted under the 2024 Equity Incentive Plan prior to its approval by the Shareholders at the Meeting and the effectiveness of the Domestication. All awards will be granted at the discretion of the GHR Committee, and, accordingly, are not yet determinable.

Approval of the 2024 Equity Incentive Plan, which is subject to and conditional upon the Domestication being approved, requires the affirmative vote of a majority of the votes cast at the Meeting by proxy or in person. If the Shareholders approve the 2024 Equity Incentive Plan, it will become effective upon effectiveness of the Domestication. In connection with any determination to implement the Domestication, the Board will set the timing for such Domestication. Although it is the current intention of the Board to proceed with the Domestication, it has no obligation to do so and will have no liability associated with any decision as to whether or not to proceed with the Domestication. If the Board determines, in its sole discretion, not to proceed with the Domestication, the 2024 Equity Incentive Plan will not become effective. The Board has reserved the right to terminate or abandon the

2024 Equity Incentive Plan at any time prior to the effectiveness of the Domestication. If your Common Shares are registered in your name and you abstain from voting on this matter, your abstention will not have any effect on the outcome of the vote. Abstentions will each be counted for the quorum requirement. If you hold your Common Shares through a bank, broker or other agent and you do not instruct the bank, broker or other agent on how to vote on this proposal, your bank, broker or other agent will not have authority to vote your Common Shares.

The Board recommends that Shareholders vote FOR the approval of the 2024 Equity Incentive Plan. The persons named in the accompanying form of proxy intend to vote the shares represented thereby FOR such proposal, unless a proxy contains express instructions to vote against such proposal.

Our authorized share capital is comprised of an unlimited number of Class A, Class B, Class C, Class D and Class E shares, each without par value.

Issued and outstanding fully paid Common Shares, stock options and warrants, were as follows for the periods ended March 31, 2024 and March 31, 2023 (all amounts in the table below give effect to the 1-for-6 share consolidation we completed on July 10, 2023):

The foregoing description of the terms of the Common Shares does not purport to be complete and is subject to and qualified in its entirety by reference to the articles and general by-laws of Acasti, each of which is available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

Directors’ and officers’ liability insurance has been purchased for the benefit of our directors and officers registrant, to back up our indemnification of them against liability incurred in their capacity as directors and officers, subject to certain limitations under applicable law.

In accordance with the provisions of the Business Corporations Act (Québec), our by-laws also provide that the we will indemnify a director or officer, a former director or officer, or an individual who acts or acted at our request as a director or officer or an individual acting in a similar capacity of another entity, and such person’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such individual in respect of any civil, criminal, administrative investigative or other proceeding in which the individual is involved because of that association with the registrant or other entity, provided however that we shall not so indemnify an individual unless the individual (i) acted honestly and in good

faith with a view to the best interests of the registrant or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at our request, and (ii) if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual’s conduct was lawful.

In addition, we may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above, but the individual shall repay the registrant if the individual does not fulfil the conditions set out in (i) and (ii) above.

If we become liable under the terms of our by-laws, the insurance coverage discussed above, subject to its terms and conditions, will extend to our liability; however, each claim will be subject to a per claim retention of nil to $1,500,000, depending on the nature of the claim.

The proposed Acasti Delaware Charter contains provisions that limit the liability of our directors and officers for monetary damages to the fullest extent permitted by the DGCL. In addition, if the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors and officers will be further limited to the greatest extent permitted by the DGCL.

The proposed Acasti Delaware By-laws provide that we will indemnify our directors and officers, and may indemnify our employees, agents and any other persons, to the fullest extent permitted by the DGCL, subject to limited exceptions. The proposed Acasti Delaware By-laws also provide that it must advance expenses incurred by or on behalf of a current or former director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, if the Domestication is implemented, we intend into enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses reasonably and actually incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

We also expect to maintain insurance policies under which our directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits, or proceedings to which they are parties by reason of being or having been directors or officers of Acasti. The coverage provided by these policies may apply whether or not we would have the power to indemnify such person against such liability under the provisions of the DGCL.

Our corporate affairs are governed by our articles of incorporation, general by-laws and the provisions of the QBCA. A summary comparison of the significant differences between the rights of shareholders under the QBCA and the rights of shareholders under the BCBCA is attached hereto as Annex K and does not represent a complete statement of the rights of the Shareholders or a complete description of the specific provisions referred to below. This summary is qualified in its entirety by reference to the full text of the QBCA and the BCBCA, the regulations made or laws developed thereunder and our constating documents.

Subject to and conditional upon the approval of the Continuance Resolution and prior implementation of the Continuance, our corporate affairs will be governed by our Notice of Articles, Articles and the provisions of the BCBCA. A summary comparison of the significant differences between the rights of shareholders under the BCBCA and the rights of shareholders under the DGCL is attached hereto as Annex L and does not represent a complete statement of the rights of the Shareholders or a complete description of the specific provisions referred to below. This summary is qualified in its entirety by reference to the full text of the BCBCA and the DGCL, the regulations made or laws developed thereunder and our constating documents.

Upon completion of the Domestication, subject to and conditional upon the approval of the Continuance Resolution and prior implementation of the Continuance, our corporate affairs will be governed by the Acasti Delaware Charter and the Acasti Delaware By-laws and the provisions of the DGCL. The QBCA differs from the various state laws applicable to U.S. corporations and their stockholders, including Delaware law. The following is a general summary of the material differences between Acasti’s articles and by-laws and the QBCA, and the Acasti Delaware Charter and the Acasti Delaware By-laws and the DGCL, under which Acasti will be governed following the Domestication. References to “Acasti Delaware” refer solely to Acasti Pharma Inc., a Delaware corporation, as of the effective time of the Domestication. This summary is qualified in its entirety by reference to the DGCL, the QBCA and the then-applicable governing documents of Acasti.

This section describes the compensation program for our named executive officers (“NEOs”). As a “smaller reporting company”, under SEC rules, we are not required to include a “Compensation Discussion and Analysis” section. However, in order to provide a greater understanding for Shareholders regarding our compensation policies with respect to NEOs, this Proxy Statement/Prospectus includes the following additional information regarding the compensation of the NEOs.

Under applicable federal securities laws pertaining to smaller reporting companies, NEO means: (a) all individuals serving as the smaller reporting company's principal executive officer (“PEO”) or acting in a similar capacity during the last completed fiscal year, regardless of compensation level, (b) the smaller reporting company's two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year, and (c) up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer of the smaller reporting company at the end of the last completed fiscal year.

During Fiscal 2024, Acasti’s NEOs were: Prashant Kohli, our current CEO; Jan D’Alvise, our former CEO; Amresh Kumar, Vice President – Program Management, Carrie D’Andrea, Vice President – Clinical Operations, Pierre Lemieux, our former Chief Operations Officer (Canada), and Brian Ford, our former interim Chief Financial Officer.

Our executive compensation program is intended to attract, motivate and retain high-performing senior executives, encourage and reward superior performance, and align the executives’ interests with ours as well as Acasti’s Shareholders by providing compensation that is competitive with the compensation received by executives employed by comparable companies, and ensuring that the achievement of annual objectives is rewarded through the payment of bonuses, and providing executives with long-term incentives through the grant of stock options.

Our GHR Committee has authority to retain the services of independent compensation consultants to advise its members on executive and Board compensation and related matters, and to determine the fees and the terms and conditions of the engagement of those compensation consultants. During the fiscal year ended March 31, 2022 (“Fiscal 2022”), the GHR Committee retained compensation consulting services from FW Cook to review our executive compensation programs, including base salary, short-term and long-term incentives, total cash compensation levels and total direct compensation of certain senior positions, against those of a peer group of 20 broadly similarly-sized, as measured by market capitalization (peer market capitalization averaged less than $500 million in 2021), biotechnology and pharmaceutical companies listed or headquartered in North America. The compensation consultants also reviewed Board compensation, including advisory fees and equity incentives. All of the services provided by the compensation consultants were provided to the GHR Committee. The GHR Committee assessed the independence of the compensation consultants and concluded that its engagement of the compensation consultants did not raise any conflict of interest with Acasti or any of its directors or executive officers. The GHR Committee did not retain the services of FW Cook during Fiscal 2023 and, during Fiscal 2024, retained the services of Pearl Meyer to review our executive compensation programs for the current fiscal year.

Total compensation for our NEOs during Fiscal 2024, as reported in the Summary Compensation Table below, was below the peer company median based on FW Cook’s review during Fiscal 2022 and all NEOs were at the median or below the median of the peer data reviewed by the GHR Committee. Our compensation program in Fiscal 2024 was kept generally consistent with Fiscal 2022 and Fiscal 2023, as well as consistent with industry market data, following an 97% approval of our say-on-pay vote at our 2023 annual and special meeting of Shareholders.

Compensation of each of our NEOs is reviewed each year and has been structured to encourage and reward executive officers on the basis of short-term and long-term corporate performance. In the context of its analysis of compensation for Fiscal 2024, the following components were examined by the GHR Committee:

For executives, more than half of their target compensation is considered “at risk” (target STIP awards + target LTIP awards). We believe this mix results in a strong pay-for-performance relationship, is aligned with Shareholders’

interests, and is competitive with drug development companies of comparable market capitalization and development / commercialization stage. The CEO (or any person acting in that capacity) makes recommendations to the GHR Committee as to the compensation of our executive officers, other than the CEO, for review and approval by the Board. The GHR Committee makes recommendations to the Board as to the compensation of the CEO. The CEO’s salary is based on comparable market considerations, and the GHR Committee’s assessment of the CEO’s performance, with regard to our financial performance, and progress in achieving key strategic business goals.

Qualitative factors beyond the quantitative financial metrics are also a key consideration in determination of individual executive compensation payments. How executives achieve their financial results and demonstrate leadership consistent with our values are key to individual compensation decisions.

We intend to be competitive over time with comparator companies and to attract and retain top talent with a minimum component of guaranteed compensation through salaries. The GHR Committee reviews compensation matters periodically to help ensure that salaries are competitive. Base salary is set to reflect an individual’s skills, experience, and contributions within a salary structure consistent with peer group data. Base salary levels are evaluated annually by the GHR Committee as financial and market conditions evolve.

Our STIP provides for potential rewards when a threshold of corporate performance is met compared to the Board’s primary stated objectives for the fiscal year. Corporate performance is assessed against a table of weighted performance categories and sub-goals within each weighted category, which assessment of goal achievement funds the corporate bonus pool. These performance goals take into account the achievement of corporate milestones within timelines and budget and individual objectives determined annually by the Board according to short-term priorities. The corporate bonus pool is allocated based on achievement of individual objectives and are assessed through a performance grid, with pre-specified, objective performance criteria. For the most senior participants in the STIP, such as our CEO, greater weight is assigned to overall corporate objectives than individual achievement, to the extent they differ from the overall corporate objectives. Target payout is expressed as a percentage of base salary and is compared to peer group benchmark data. Annual salary for STIP purposes is the annual salary in effect at the end of the plan year (i.e., prior to any annual salary increases awarded for the subsequent year).

The STIP is a variable compensation plan and all STIP payments are subject to Board approval. Participants must be employed by Acasti at the end of the fiscal year to qualify.

Mr. Kohli, our CEO, is eligible for up to a 50% bonus of his annual base salary. All other executives are eligible for up to a 30% bonus of their annual base salary. Actual bonuses in Fiscal 2024 were funded at 100% of target based on having met expectations for achievement of goals and progress towards drug commercialization but without having achieved all goals or objectives in full.

Our LTIP has been adopted as a reward and retention mechanism. Participation is determined annually at the discretion of the Board. The Acasti Pharma Inc. Stock Option Plan (the “Stock Option Plan”) is intended to align the long-term interests of participants with those of Shareholders in order to promote creation of Shareholder value.

The GHR Committee determines the number of stock options to be granted to a participant based on peer group data and taking into account corporate performance and the employee’s level in the organization. The LTIP calculation for NEOs is determined by both reviewing option grant values and a dilution- based methodology that considers the annual grant rate as a percent of shares outstanding. All Fiscal 2024 option grants to NEOs had grant values that were below the median of the peer data prepared by FW Cook during Fiscal 2022.

Our directors and executive officers are not permitted to purchase financial instruments, such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the director or executive officer.

Our Stock Option Plan was adopted by the Board on October 8, 2008, and has been amended from time to time, as most recently amended on September 28, 2022. The amendment provided for a change to the existing limits for Common Shares reserved for issuance under the Stock Option Plan.

The Stock Option Plan continues to provide for the granting of options to purchase Common Shares. The exercise price of the stock options granted under this amended Stock Option Plan may not be lower than the closing price of the Common Shares on the Nasdaq at the close on the day preceding the grant. The maximum number of Common Shares that may be issued upon exercise of options granted under the amended Stock Option Plan shall not exceed 20% of the aggregate number of issued and outstanding shares of Acasti as of July 28, 2022. The terms and conditions for acquiring and exercising options are set by the Board, subject among others, to the following limitations: the term of the options cannot exceed ten years and (i) all options granted to a director will be vested evenly on a monthly basis over a period of at least 12 months, and (ii) all options granted to an employee will be vested evenly on a quarterly basis over a period of at least 36 months.

The total number of Common Shares issued to any one consultant within any twelve-month period cannot exceed 2% of our total issued and outstanding shares (on a non-diluted basis). We not authorized to grant within any twelve-month period such number of options under the Stock Option Plan that could result in a number of Common Shares issuable pursuant to options granted to (a) related persons exceeding 2% of our issued and outstanding Common Shares (on a non-diluted basis) on the date an option is granted, or (b) any one eligible person in a twelve-month period exceeding 2% of our issued and outstanding Common Shares (on a non-diluted basis) on the date an option is granted.

The grant of options is part of the long-term incentive component of executive and director compensation and an essential part of our compensation framework. Qualified directors, employees and consultants may participate in the Stock Option Plan, which is designed to encourage option holders to link their interests with those of our Shareholders, in order to promote an increase in Shareholder value. As of July 31, 2024, 5 employees and 4 non-employee directors were eligible to receive awards under the Stock Option Plan. Awards and the determination of any exercise price are made by the Board, after recommendation by the GHR Committee. Awards are established, among other things, according to the role and responsibilities associated with the participant’s position and his or her influence over appreciation in Shareholder value. Any award grants a participant the right to purchase a certain number of Common Shares during a specified term in the future, after a vesting period and/or specific performance conditions, at an exercise price equal to at least 100% of the market price (as defined below) of our Common Shares on the grant date. The “market price” of Common Shares as of a particular date generally means the closing price per Common Share on Nasdaq. Previous awards may sometimes be taken into account when new awards are considered.

In accordance with the Stock Option Plan, all of an option holder’s options will immediately fully vest on the date of a Change of Control event (as defined in the Stock Option Plan), subject to the terms of any employment agreement or other contractual arrangement between the option holder and Acasti.

However, in no case will the grant of options under the Stock Option Plan, together with any proposed or previously existing security-based compensation arrangement, result in (in each case, as determined on the grant date) the grant to any one consultant within any 12-month period, of options reserving for issuance a number of Common Shares exceeding in the aggregate 2% of our issued and outstanding Common Shares (on a non-diluted basis); or the grant to any one employee, director and/or consultant that provides investor relations services, within any 12-month period, of options reserving for issuance a number of Common Shares exceeding in the aggregate 2% of our issued and outstanding Common Shares (on a non-diluted basis).

Options granted under the Stock Option Plan are non-transferable and are subject to a minimum vesting period of 36 months for management, and 12 months for non-executive Board members, in each case with gradual and equal vesting on no less than a quarterly basis, in the case of management, and monthly in the case of non-executive Board members. Options are exercisable, subject to vesting and/or performance conditions, at a price equal to the closing price of the Common Shares on Nasdaq, on the day prior to the grant of such options. In addition, and unless otherwise provided for in the relevant agreement between Acasti and the holder, options will also lapse upon termination of employment or the end of the business relationship with Acasti except that they may be exercised for 90 days after termination, ceasing to hold office or the end of the business relationship (30 days for investor relations services employees), in each case to the extent that they will have vested on such date of termination of employment, end of the business relationship or ceasing to hold office, as applicable, except in the case of death, disability or retirement, in which case this period is extended to 12 months.

Subject to the approval of relevant regulatory authorities, including Nasdaq, if applicable, and compliance with any conditions attached to that approval (including, in certain circumstances, approval by disinterested Shareholders), if applicable, the Board has the right to amend or terminate the Stock Option Plan. However, unless option holders’ consent to the amendment or termination of the Stock Option Plan in writing, any such amendment or termination of the Stock Option Plan cannot affect the conditions of options that have already been granted and that have not been exercised under the Stock Option Plan.

Options for Common Shares representing 20% of our issued and outstanding Common Shares as of July 28, 2022, may be granted by the board under the Stock Option Plan, which number includes Common Shares issuable pursuant to awards issued under the Acasti Pharma Inc. Equity Incentive Plan (the “Equity Incentive Plan”). As of the date of this Proxy Statement/Prospectus, there were 1,483,140 Common Shares reserved for issuance under the Stock Option Plan and Equity Incentive Plan and    options outstanding under the Stock Option Plan.

The following table sets out the burn rate and overhang of our Stock Option Plan for Fiscal 2024 and Fiscal 2023:

The GHR Committee and the Board reviews the use of the Stock Option Plan on an annual basis with respect to how Acasti’s compensation program aligns with the market.

The GHR Committee engaged FW Cook to conduct a review of the competitiveness of our executive compensation programs for Fiscal 2022 in connection with determining Fiscal 2023 compensation levels, which analysis was not repeated during Fiscal 2023 in connection with determining Fiscal 2024 compensation levels. During Fiscal 2024, the GHR Committee retained the services of Pearl Meyer to review compensation levels for the current fiscal year. We have previously engaged third-party compensation consultants to review competitiveness of base salaries, short-term cash incentives, and long-term equity incentive programs. Our executive compensation program design builds on the analysis and direction of these compensation consultants, taking into account data from a drug development company survey, and incorporates review of comparative groups of publicly traded companies with similar revenue and employee population profiles. The companies in our public company peer group were selected based on various factors, including industry, market capitalization, development stage, and number of employees.

For Fiscal 2022, the GHR Committee in consultation with FW Cook determined the peer group to be the following 20 small cap drug development companies with average market capitalization in the prior fiscal year under $500 million (median was $180 million). The peers are U.S.-based, reflecting the location of a significant portion of our personnel, including the CEO, and had a median of 27 employees:

We established the Equity Incentive Plan for employees, directors and consultants on May 22, 2013. The adoption of the Equity Incentive Plan was initially approved by Shareholders on June 27, 2013, and has been amended from time to time, as most recently amended on September 28, 2022. The plan provides for the issuance of restricted share units (“RSUs”), performance share units, restricted shares, deferred share units and other stock-based awards, subject to restricted conditions as may be determined by the Board. There were no such awards outstanding as of March 31, 2024, and March 31, 2023, and no stock-based compensation was recognized for the period ended March 31, 2024, and March 31, 2023.

Eligible persons that may participate in the Equity Incentive Plan consist of any director, officer, employee, or consultant (as defined in the Equity Incentive Plan) of Acasti or a subsidiary. As of July 31, 2024, 5 employees and 4 non-employee directors were eligible to receive awards under the Equity Incentive Plan.

The Board has the discretion to determine that any unvested or unearned RSUs, deferred share units, performance share units or other share-based awards or restricted shares subject to a restricted period outstanding immediately prior to the occurrence of a Change in Control (as defined in the Equity Incentive Plan) will become fully vested or earned or free of restriction upon the occurrence of a Change in Control. The Board may also determine that any vested or earned RSUs, deferred share units, performance share units or other share-based awards will be cashed out based on the market price of our Common Shares as of the date a Change in Control is deemed to have occurred, or as of such other date as the Board may determine prior to the Change in Control. Further, the Board has the right to provide for the conversion or exchange of any RSUs, deferred share unit, performance share unit or other share-based award into or for rights or other securities in any entity participating in or resulting from a Change in Control.

The Equity Incentive Plan is administered by the Board and the Board has sole and complete authority, in its discretion, to determine the type of awards under the Equity Incentive Plan relating to the issuance of Common Shares (including any combination of bonus shares, restricted share units, performance share units, deferred share units, restricted shares or other share-based awards) in such amounts, to such persons and under such terms and conditions as the Board may determine, in accordance with the provisions of the Equity Incentive Plan and the recommendations made by the GHR Committee.

Subject to the adjustment provisions provided for in the Equity Incentive Plan and the applicable rules and regulations of all regulatory authorities to which we are subject (including any stock exchange), the total number of Common Shares reserved for issuance pursuant to awards granted under the Equity Incentive Plan will be equal to a number that will not exceed 20% of the issued and outstanding Common Shares as of July 28, 2022, which number shall include Common Shares issuable pursuant to options issued under the Stock Option Plan. As of the date of this Proxy Statement/Prospectus, there were 1,483,140 Common Shares issuable under the Equity Incentive Plan and Stock Option Plan and no awards outstanding under the Equity Incentive Plan.

Acasti has no pension benefit plans.

Retirement Plans. Acasti has implemented a 401K plan for its employees. Because of the small size of Acasti’s current employee population and to assure passage of anti-discrimination testing, the 401K plan has a “safe harbor” provision which provides a contribution of 3% of salary to the 401K accounts of all eligible employees, including NEOs.

Other Benefits and Perquisites. Our executive employee benefit program also includes life, medical, dental and disability insurance. These benefits and perquisites are designed to be competitive overall with equivalent positions in comparable organizations.

Compensation of our executive officers and directors is recommended to the Board by the GHR Committee. In its review process, the GHR Committee informally reviews executive and corporate performance on a quarterly basis, with input from management. Annually, the GHR Committee conducts a more formal review and assessment of executive and corporate performance. The GHR Committee is currently composed of Mr. Kavuru (Chairman), Mr. Davis and Mr. Neugeboren, each of whom is independent within the meaning of applicable Nasdaq rules.

The GHR Committee establishes management compensation policies and oversees their general implementation. All members of the GHR Committee have direct experience that is relevant to their responsibilities as GHR Committee members. All GHR Committee members are or have held senior executive or director roles within significant businesses in our industry, some also having public companies experience, and have a level of financial understanding which allows them to assess the costs versus benefits of compensation plans. The GHR Committee’s members’ combined experience in our sector provides them with a good understanding of Acasti’s success factors and risks, which are highly relevant to determining metrics for measuring success.

Management and the Board does not believe that our compensation program results in unnecessary or inappropriate risk taking, including risks that are likely to have a material adverse effect on us. Payments of bonuses, if any, are not made unless performance goals are met.

The following Summary Compensation Table sets forth the compensation information for Acasti’s NEOs, during Fiscal 2024 and Fiscal 2023 respectively.