EX-99.1 2 exh_991.htm EXHIBIT 99.1 exh_991.htm
Exhibit 99.1
 
 
Interim Financial Statements of
(Unaudited)
 

 
ACASTI PHARMA INC.

 
For the three-month periods ended May 31, 2013 and 2012
 
 
 
 
 
 
 

 
ACASTI PHARMA INC.
Interim Financial Statements
(Unaudited)

For the three-month periods ended May 31, 2013 and 2012



 
Financial Statements
 
 
Interim Statements of Financial Position
1
     
 
Interim Statements of Earnings and Comprehensive Loss
2
     
 
Interim Statements of Changes in Equity
3
     
 
Interim Statements of Cash Flows
4
     
 
Notes to Interim Financial Statements
5
 

 

 
 

 
ACASTI PHARMA INC.
Interim Statements of Financial Position
(Unaudited)

As at May 31, 2013 and February 28, 2013

             
   
May 31,
   
February 28,
 
   
2013
   
2013
 
             
Assets
           
             
Current assets:
           
Cash
  $ 854,951     $ 1,196,568  
Short-term investments
    3,002,050       3,588,227  
Trade and other receivables
    603,453       450,838  
Receivable from corporation under common control
    49,658       49,658  
Tax credits receivable
    386,702       335,501  
Inventories
    217,504       222,125  
Prepaid expenses
    43,227       16,691  
      5,157,545       5,859,608  
                 
Equipment
    17,795       19,278  
Intangible asset
    6,149,294       6,291,162  
                 
Total assets
  $ 11,324,634     $ 12,170,048  
                 
Liabilities and Equity
               
                 
Current liabilities:
               
Trade and other payables
  $ 637,929     $ 706,883  
Payable to parent corporation (note 6)
    1,635,149       1,210,604  
Royalties payable to parent corporation (note 5)
    731,745       528,885  
Total liabilities
    3,004,823       2,446,372  
                 
Equity:
               
Share capital (note 3)
    28,943,023       28,922,710  
Warrants and rights (note 3)
    406,687       406,687  
Contributed surplus
    979,641       438,711  
Deficit
    (22,009,540 )     (20,044,432 )
Total equity
    8,319,811       9,723,676  
                 
Commitments (note 5)
               
                 
Total liabilities and equity
  $ 11,324,634     $ 12,170,048  
 
See accompanying notes to unaudited interim financial statements.

 
1

 
ACASTI PHARMA INC.
Interim Statements of Earnings and Comprehensive Loss
(Unaudited)

Three-month periods ended May 31, 2013 and 2012

             
   
May 31,
   
May 31,
 
   
2013
   
2012
 
             
Revenue from sales
  $ 6,388     $ 13,658  
Cost of sales
    (1,902 )     (4,560 )
Gross profit
    4,486       9,098  
                 
General and administrative expenses
    (1,203,439 )     (1,068,628 )
Research and development expenses, net of tax credits of $51,201 (2012 - $74,168)
    (778,627 )     (559,724 )
Results from operating activities
    (1,977,580 )     (1,619,254 )
                 
Finance income
    10,222       7,199  
Finance costs
    (874 )     (869 )
Foreign exchange gain
    3,124       36,944  
Net finance income
    12,472       43,274  
                 
Net loss and total comprehensive loss for the period
  $ (1,965,108 )   $ (1,575,980 )
                 
Basic and diluted loss per share
  $ (0.03 )   $ (0.02 )
                 
Weighted average number of shares outstanding
    73,163,503       72,658,328  
 
See accompanying notes to unaudited interim financial statements
 
 
2

 
ACASTI PHARMA INC.
Interim Statements of Changes in Equity
(Unaudited)

Three-month periods ended May 31, 2013 and 2012

                               
   
Share capital
   
Warrants
   
Contributed
             
   
Number
   
Dollar
   
and rights
   
surplus
   
Deficit
   
Total
 
                                     
Balance, February 28, 2013
    73,107,538     $ 28,922,710     $ 406,687     $ 438,711     $ (20,044,432 )   $ 9,723,676  
                                                 
Net loss and total comprehensive
                                         
loss for the period
                            (1,965,108 )     (1,965,108 )
      73,107,538       28,922,710       406,687       438,711       (22,009,540 )     7,758,568  
                                                 
Transactions with owners,
                                               
recorded directly in equity
                                               
Contributions by and distribution
                                         
to owners
                                               
Share-based payment
                                               
transactions (note 4)
                      540,930             540,930  
Warrants exercised (note 3)
    67,500       16,875                         16,875  
Share options exercised (note 4)
    13,750       3,438                         3,438  
Total contributions by and
                                               
distribution to owners
    81,250       20,313             540,930             561,243  
                                                 
Balance at May 31, 2013
    73,188,788     $ 28,943,023     $ 406,687     $ 979,641     $ (22,009,540 )   $ 8,319,811  
                                                 
Balance, February 29, 2012
    72,636,888     $ 28,614,550     $ 313,315     $ (1,306,451 )   $ (13,152,072 )   $ 14,469,342  
                                                 
Net loss and total comprehensive
                                         
loss for the period
                            (1,575,980 )     (1,575,980 )
      72,636,888       28,614,550       313,315       (1,306,451 )     (14,728,052 )     12,893,362  
                                                 
Transactions with owners,
                                               
recorded directly in equity
                                               
Contributions by and distribution
                                         
to owners
                                               
Share-based payment
                                               
transactions (note 4)
                40,823       488,804             529,627  
Warrants exercised (note 3)
    53,150       14,165             (878 )           13,287  
Total contributions by and
                                               
distribution to owners
    53,150       14,165       40,823       487,926             542,914  
                                                 
Balance at May 31, 2012
    72,690,038     $ 28,628,715     $ 354,138     $ (818,525 )   $ (14,728,052 )   $ 13,436,276  
 
See accompanying notes to unaudited interim financial statements.
 
 
3

 
ACASTI PHARMA INC.
Interim Statements of Cash Flows
(Unaudited)

For the three-month periods ended May 31, 2013 and 2012

             
   
May 31,
   
May 31,
 
   
2013
   
2012
 
             
Cash flows from operating activities:
           
Net loss for the period
  $ (1,965,108 )   $ (1,575,980 )
Adjustments:
               
Depreciation of equipment
    1,483       1,971  
Amortization of intangible asset
    164,286       164,286  
Stock-based compensation
    540,930       529,627  
Net finance income
    (12,472 )     (43,274 )
Realized foreign exchange (loss) gain
    (996 )     15,263  
      (1,271,877 )     (908,107 )
                 
Changes in non-cash operating working capital items:
               
Trade and other receivables
    (152,615 )     (113,468 )
Inventories
    4,621       14,361  
Tax credits receivable
    (51,201 )     (74,168 )
Prepaid expenses
    (26,536 )     13,420  
Trade and other payables
    (68,954 )     (171,283 )
Payable to parent corporation
    424,545       548,616  
Royalties payable to parent corporation
    202,860       39,429  
      332,720       256,907  
                 
Net cash used in operating activities
    (939,157 )     (651,200 )
                 
Cash flows from investing activities:
               
Interest received
    96,399       337  
Acquisition of intangible assets
    (22,418 )      
Acquisition of short-term investments
    (3,000,000 )      
Maturity of short-term investments
    3,500,000       250,000  
Net cash from investing activities
    573,981       250,337  
                 
Cash flows from financing activities:
               
Proceeds from exercise of warrants and options
    20,313       13,287  
Interest paid
    (874 )     (869 )
Net cash from financing activities
    19,439       12,418  
                 
Foreign exchange gain on cash held in foreign currencies
    4,120       21,681  
Net decrease in cash
    (341,617 )     (366,764 )
                 
Cash, beginning of period
    1,196,568       1,589,810  
                 
Cash, end of period
  $ 854,951     $ 1,223,046  

See accompanying notes to unaudited interim financial statements.
 
 
4

 
ACASTI PHARMA INC.
Notes to Interim Financial Statements
(Unaudited)

For the three-month periods ended May 31, 2013 and 2012

 
1.      Reporting entity
 
Acasti Pharma Inc. (the "Corporation") is incorporated under the Business Corporations Act (Québec) (formerly Part 1A of the Companies Act (Québec)).  The Corporation is domiciled in Canada and its registered office is located at 545 Promenade du Centropolis, Laval, Québec,      H7T 0A3. The Corporation is a majority-owned subsidiary of Neptune Technologies and Bioressources Inc. (“Neptune”).
 
On August 7, 2008, the Corporation commenced operations after having acquired from Neptune an exclusive worldwide license to use its intellectual property to develop, clinically study and market new pharmaceutical products to treat human cardiovascular conditions. Neptune’s intellectual property is related to the extraction of particular ingredients from marine biomasses, such as krill.  The eventual products are aimed at applications in the over-the-counter medicine, medical foods and prescription drug markets.
 
Operations essentially consist in the development of new products and the conduct of clinical research studies on animals and humans.  Almost all research and development, administration and capital expenditures incurred by the Corporation since the start of the operations are associated with the project described above.
 
The Corporation is subject to a number of risks associated with the successful development of new products and their marketing, the conduct of its clinical studies and their results, the meeting of development objectives set by Neptune in its license agreement, and the establishment of strategic alliances. The Corporation will have to finance its research and development activities and its clinical studies. To achieve the objectives of its business plan, the Corporation plans to establish strategic alliances, raise the necessary capital and make sales. It is anticipated that the products developed by the Corporation will require approval from the U.S Food and Drug Administration and equivalent organizations in other countries before their sale can be authorized.

2.      Basis of preparation
 
 
(a)
Statement of compliance:
 
These interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (IASB), on a basis consistent with those accounting policies followed by the Corporation in the most recent audited annual financial statements, except as disclosed in note 2 (f).  These condensed interim financial statements have been prepared under IFRS in accordance with IAS 34, Interim Financial Reporting. Certain information, in particular the accompanying notes, normally included in the annual financial statements prepared in accordance with IFRS has been omitted or condensed. Accordingly the condensed interim financial statements do not include all of the information required for full annual financial statements, and therefore, should be read in conjunction with the audited financial statements and the notes thereto for the year ended February 28, 2013.
 
 
(b)
Going concern:
 
The Corporation has incurred operating losses and negative cash flows from operations since inception.  As at May 31, 2013, the Corporation’s current liabilities and expected level of expenses in the research and development phase of its drug candidate significantly exceed current assets.  The Corporation’s liabilities at May 31, 2013 include amounts due to Neptune of $2,366,894.  The Corporation plans to rely on the continued support of Neptune to pursue its operations, including obtaining additional funding, if required.  The continuance of this support is outside of the Corporation’s control.  If the Corporation does not receive the continued financial support from its parent or the Corporation does not raise additional funds, it may not be able to realize its assets and discharge its liabilities in the normal course of business.  As a result, there exists a material uncertainty that casts substantial doubt about the Corporation’s ability to continue as a going concern and, therefore, realize its assets and discharge its liabilities in the normal course of business.
 
The financial statements have been prepared on a going concern basis, which assumes the Corporation will continue its operations in the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business.  These financial statements do not include any adjustments to the carrying values and classification of assets and liabilities and reported revenues and expenses that may be necessary if the going concern basis was not appropriate for these financial statements.
 
 
(c)
Basis of measurement:
 
The financial statements have been prepared on the historical cost basis, except for stock-based compensation which is measured in accordance with the provision of IFRS 2, Share-Based Payment.
 
 
(d)
Functional and presentation currency:
 
These financial statements are presented in Canadian dollars, which is the Corporation’s functional currency.

 
5

 
ACASTI PHARMA INC.
Notes to Interim Financial Statements
(Unaudited)

For the three-month periods ended May 31, 2013 and 2012

 
2.      Basis of preparation (continued):
 
 
(e)
Use of estimates and judgements:
 
The preparation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
 
Estimates are based on management’s best knowledge of current events and actions that the Corporation may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
 
Critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements include the following:
 
·  
The use of the going concern basis (note 2 (b)).
 
Assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year include the following:
 
·  
Measurement of stock-based compensation (note 4).
 
·  
Allocation of shared costs amongst the Neptune group companies (note 6).
 
Also, the Corporation uses its best estimate to determine which research and development (“R&D”) expenses qualify for R&D tax credits and in what amounts.  The Corporation recognizes the tax credits once it has reasonable assurance that they will be realized.  Recorded tax credits are subject to review and approval by tax authorities and therefore, could be different from the amounts recorded.
 
 
(f)
Accounting changes
 
On March 1, 2013, the Corporation adopted the following new accounting standard issued by the IASB:
 
Ø  
IFRS 13, Fair Value Measurement (“IFRS 13”), which defines fair value, sets out in a single IFRS a framework for measuring fair value and requires disclosures about fair value measurements.  IFRS 13 does not determine when an asset, a liability or an entity’s own equity instrument is measured at fair value.  Rather, the measurement and disclosure requirements of IFRS 13 apply when another IFRS requires or permits the item to be measured at fair value (with limited exceptions).
 
The impact of the adoption of this standard did not have a significant impact on the Corporation’s interim financial statements.
 
3.      Capital and other components of equity
 
(a)      Share capital:
 
Authorized capital stock:
 
Unlimited number of shares:
 
Ø  
Class A shares, voting (one vote per share), participating and without par value
 
Ø  
Class B shares, voting (ten votes per share), non-participating, without par value and maximum annual non-cumulative dividend of 5% on the amount paid for said shares.  Class B shares are convertible, at the holder’s discretion, into Class A shares, on a one-for-one basis, and Class B shares are redeemable at the holder’s discretion for $0.80 per share, subject to certain conditions. 1
 
Ø  
Class C shares, non-voting, non-participating, without par value and maximum annual non-cumulative dividend of 5% on the amount paid for said shares.  Class C shares are convertible, at the holder’s discretion, into Class A shares, on a one-for-one basis, and Class C shares are redeemable at the holder’s discretion for $0.20 per share, subject to certain conditions. 1
 
Ø  
Class D and E shares, non-voting, non-participating, without par value and maximum monthly non-cumulative dividend between 0.5% and 2% on the amount paid for said shares.  Class D and E shares are convertible, at the holder’s discretion, into Class A shares, on a one-for-one basis, and Class D and E shares are redeemable at the holder’s discretion, subject to certain conditions. 1
 
1 None issued and outstanding
 
 
6

 
ACASTI PHARMA INC.
Notes to Interim Financial Statements
(Unaudited)

For the three-month periods ended May 31, 2013 and 2012

 
3.      Capital and other components of equity (continued):
 
(a)    Share capital (continued):
 
             
    Class A shares  
    (classified as equity)  
             
   
Number
       
   
outstanding
   
Amount
 
             
Balance May 31, 2013
    73,188,788     $ 28,943,023  
Balance February 28, 2013
    73,107,538       28,922,710  
 
(b)    Warrants
 
The warrants of the Corporation are composed of the following as at May 31, 2013 and February 28, 2013:
 
                         
         
May 31,
         
February 28,
 
         
2013
         
2013
 
                         
   
Number
         
Number
       
   
outstanding
   
Amount
   
outstanding
   
Amount
 
                         
Equity
                       
Series 4 warrants
    5,364,850     $       5,432,350     $  
Private placement warrants
                               
Series 6 warrants
    375,000       306,288       375,000       306,288  
Series 7 warrants
    375,000       100,399       375,000       100,399  
      6,114,850     $ 406,687       6,182,350     $ 406,687  
 
Series 4 allows the holder to purchase one Class A share for $0.25 per share until October 8, 2013.  During the period ended May 31, 2013, 67,500 warrants have been exercised for total consideration of $16,875.
 
Series 6 allows the holder to purchase one Class A share for $1.50 per share until February 10, 2015.
 
Series 7 allows the holder to purchase one Class A share for $1.50 per share until February 10, 2015 subject to the achievement of certain agreed upon and predefined milestones.  Series 7 warrants are subject to vesting in equal installments over four semesters, subject to continued service and attainment of market (187,500 warrants) and non-market performance conditions (187,500 warrants).

 
7

 
ACASTI PHARMA INC.
Notes to Interim Financial Statements
(Unaudited)

For the three-month periods ended May 31, 2013 and 2012

 
4.      Share-based payment:
 
Description of the share-based payment arrangements:
 
At May 31, 2013 the Corporation has the following share-based payment arrangements:
 
 
(a)
Corporation stock-based compensation plan:
 
The Corporation has established a stock-based compensation plan for directors, officers, employees and consultants.  The plan provides for the granting of options to purchase Acasti Class A shares. The exercise price of the stock options granted under this plan is not lower than the closing price of the shares listed on the eve of the grant.  Under this plan, the maximum number of options that can be issued equaled 10% of Acasti Class A shares held by public shareholders, as approved annually by such shareholders.  On June 27, 2013, the Corporation’s shareholders approved the renewal of the Corporation stock option plan, under which the maximum number of options that can be issued is 7,317,128, corresponding to 10% of the shares outstanding as of the date of shareholders’ approval.  The terms and conditions for acquiring and exercising options are set by the Corporation’s Board of Directors, subject, among others, to the following limitations: the term of the options cannot exceed ten years and every stock option granted under the stock option plan will be subject to conditions no less restrictive than a minimal vesting period of 18 months, a gradual and equal acquisition of vesting rights, at least on a quarterly basis.  The total number of shares issued to a single person cannot exceed 5% of the Corporation’s total issued and outstanding shares, with the maximum being 2% for any one consultant.
 
The number and weighted average exercise prices of share options are as follows:
                         
         
Three-month
         
Three-month
 
         
period ended
         
period ended
 
         
May 31, 2013
         
May 31, 2012
 
                         
   
Weighted
   
 
   
Weighted
   
 
 
   
average
         
average
       
   
exercise
   
Number of
   
exercise
   
Number of
 
   
price
   
options
   
price
   
options
 
                         
Outstanding at beginning of period
  $ 1.55       5,216,250     $ 1.15       3,347,500  
Granted
    2.27       115,000       2.10       2,155,000  
Exercised
    0.25       (13,750 )            
Forfeited
    2.48       (25,000 )            
Outstanding at end of period
  $ 1.57       5,292,500     $ 1.52       5,502,500  
                                 
Exercisable at end of period
    1.33       2,984,498     $ 0.71       1,195,250  
 
 
8

 
ACASTI PHARMA INC.
Notes to Interim Financial Statements
(Unaudited)

For the three-month periods ended May 31, 2013 and 2012

 
4.      Share-based payment (continued):
 
 
(a)
Corporation stock-based compensation plan (continued):
 
The fair value of options granted has been estimated according to the Black-Scholes option pricing model and based on the weighted average of the following assumptions for options granted during the three-month periods ended:

             
   
May 31, 2013
   
May 31, 2013
 
   
2013
   
2012
 
             
Share price
    2.21$       2.10$  
Dividend
           
Risk-free interest
    1.04 %     1.33 %
Estimated life
 
2.93 years
   
4.15 years
 
Expected volatility
    81.11 %     70.58 %
 
The weighted average of the fair value of the options granted to employees during the period is $1.13 (2012 - $0.99).  No options were granted to non-employees.
 
The weighted average share price at the date of exercise for options exercised during the period was $2.43.
 
At May 31, 2013, the Corporation recognized stock-based compensation under this plan in the amount of $163,865 (2012 - $246,345).
 
 
(b)
Neptune stock-based compensation plans:
 
Neptune maintains various stock-based compensation plans for the benefit of directors, officers, employees and consultants that provide services to its consolidated group, including the Corporation.  The Corporation records as stock-based compensation expense a portion of the expense being recorded by Neptune that is commensurate to the fraction of overall services that the grantees provide directly to the Corporation.
 
 
(i)
Neptune stock options:
 
At May 31, 2013, the Corporation recognized stock-based compensation related to the Neptune plans in the amount of $176,602 (2012- $216,734).
 
 
(ii)
Neptune-owned NeuroBioPharm Inc. warrants:
 
At May 31, 2013, the Corporation recognized stock-based compensation related to this plan in the amount of $1,069 (2012 - $7,547).
 
 
(iii)
Neptune-owned Acasti warrants:
 
At May 31, 2013, the Corporation recognized stock-based compensation related to this plan in the amount of $1,471 (2012 - $59,001).
 
 
(iv)
Neptune-owned NeuroBioPharm Inc. call-options:
 
At May 31, 2013, the Corporation recognized stock-based compensation related to this plan in the amount of $324 (nil in 2012).
 
 
(v)
Neptune-owned Acasti call-options:
 
At May 31, 2013, the Corporation recognized stock-based compensation related to this plan in the amount of $197,599 (nil in 2012).
 
 
9

 
ACASTI PHARMA INC.
Notes to Interim Financial Statements
(Unaudited)

For the three-month periods ended May 31, 2013 and 2012

 
5.      Commitments:
 
License agreement:
 
The Corporation is committed under a license agreement to pay Neptune until the expiration of Neptune’s patents on licensed intellectual property, a royalty equal to the greater of the minimum royalty payments and the sum of (a) in relation to sales of products in the licensed field, the greater of: (i) 7.5% of net sales, and (ii) 15% of the Corporation’s gross margin; and (b) 20% of revenues from sub-licenses granted by the Corporation to third parties.  Minimum royalty payments were initially as follows: year 1 - nil; year 2 - $50,000; year 3 - $200,000; year 4 - $300,000; year 5 - $900,000; and year 6 and thereafter - $1,000,000. Minimum royalties are based on contract years based on the effective date of the agreement, August 7, 2008, and were adjusted during the year ended February 28, 2013 as discussed below.  After the expiration of Neptune’s patents on licensed intellectual property in 2022, the license agreement will automatically renew for an additional 15 years, during which period royalties will be determined to be equal to half of those calculated with the above formula.
 
The Corporation has the option to pay future royalties in advance, in cash or in kind, in whole or in part, based on an established economic model contained in the license agreement.
 
The Corporation can also abandon its rights under all or part of the license agreement and consequently remove itself from the obligation to pay all or part of the minimum royalties by paying a penalty equal to half of the next year’s minimum royalties.
 
In addition, the Corporation is committed to have its products manufactured by Neptune at prices determined according to different cost-plus rates for each of the product categories under the license agreement.
 
During the year ended February 28, 2013, the Corporation’s Board of Directors abandoned the rights to one of the licensed fields, which relieves the Corporation of any further royalty payments related to this licensed field, retroactively to August 7, 2011.  Accordingly, the minimum royalty payments are as follows: year 4 - $225,000; year 5 - $700,000; and year 6 and thereafter - $750,000.
 
On December 4, 2012, the Corporation announced that it entered into a Prepayment Agreement with Neptune pursuant to which the Corporation exercised its option under the exclusive technology license agreement to pay in advance all of the future royalties’ payable under the license agreement.
 
The value of the prepayment, determined with the assistance of outside valuations specialists, using the pre-established formula set forth in the license agreement, amounts to $15,525,000, which will be paid through the issuance of 6,750,000 Class A shares, issuable at a price of $2.30 per share, upon the exercise of a warrant delivered to Neptune at the signature of the Prepayment Agreement.
 
The prepayment and the issuance of the shares to Neptune were approved by the disinterested shareholders of the Corporation at the annual meeting of shareholders of the Corporation held on June 27, 2013 and subsequently by the TSX Venture Exchange (see note 8).
 
Research and development agreements:
 
In the normal course of business, the Corporation has signed agreements with various partners and suppliers for them to execute research projects and to produce and market certain products.  The Corporation has reserved certain rights relating to these projects.
 
The Corporation initiated research and development projects that will be conducted over a 12 to 24 month period for a total cost of $4,436,000, of which an amount of $2,979,000 has been paid to date.  As at May 31, 2013, an amount of $55,000 is included in ''Trade and other payables'' in relation to these projects.
 
 
10

 
ACASTI PHARMA INC.
Notes to Interim Financial Statements
(Unaudited)

For the three-month periods ended May 31, 2013 and 2012

 
6.      Related parties:
 
 
(a)
Administrative and research and development expenses:
 
During the three-month periods ended May 31, 2013 and 2012, the Corporation was charged by Neptune for certain costs incurred by Neptune for the benefit of the Corporation and for royalties, as follows:

             
   
May 31,
   
May 31,
 
   
2013
   
2012
 
             
Administrative costs
  $ 224,958     $ 289,353  
Research and development costs, before tax credits
    150,163       187,808  
Royalties (note 5)
    176,438       27,781  
    $ 551,559     $ 504,942  

 
Where Neptune incurs specific incremental costs for the benefit of the Corporation, it charges those amounts directly. Costs that benefit more than one entity of the Neptune group are being charged by allocating a fraction of costs incurred by Neptune that is commensurate to the estimated fraction of services or benefits received by each entity for those items.
 
These charges do not represent all charges incurred by Neptune that may have benefited the Corporation, because, amongst others, Neptune does not allocate certain common office expenses and does not charge interest on indebtedness.  Also, these charges do not necessarily represent the cost that the Corporation would otherwise need to incur should it not receive these services or benefits through the shared resources of Neptune or receive financing from Neptune.
 
(b)      Payable to parent corporation:
 
Payable to parent corporation has no specified maturity date for payment or reimbursement and does not bear interest.
 
 
(c)
Key management personnel compensation:
 
The key management personnel of the Corporation are the members of the Board of Directors and certain officers. They control 2% of the voting shares of the Corporation.
 
Key management personnel compensation includes the following for the three-month periods ended May 31, 2013 and 2012:

             
   
May 31,
   
May 31,
 
   
2013
   
2012
 
             
Short-term employee benefits
  $ 140,167     $ 225,820  
Share-based compensation costs
    392,768       437,030  
    $ 532,935     $ 662,850  

7.      Operating segments:
 
The Corporation has one reportable operating segment: the development and commercialization of pharmaceutical applications of its licensed rights for cardiovascular diseases.
 
The majority of the Corporation’s assets are located in Canada.
 
The Corporation’s sales are attributed based on the customer’s area of residence.  All of the sales were made to the United States.
 
 
11

 
ACASTI PHARMA INC.
Notes to Interim Financial Statements
(Unaudited)

For the three-month periods ended May 31, 2013 and 2012

 
8.      Subsequent events:
 
Prepayment agreement
 
On July 12, 2013, as a result of the approval of the prepayment agreement (see note 5), the Corporation issued 6,750,000 Class A shares, at a price of $2.30 per share to Neptune.
 
The transaction was recorded upon approval of the agreement, whereby an amount of $15,525,000 was credited to share capital and an amount of $15,130,000 was debited to intangible assets.  The difference of $395,000 between the two amounts represents the royalties foregone as of December 4, 2012, date at which the Corporation entered into the prepayment agreement.
 
Equity Incentive Plan
 
On June 27, 2013 (the “Grant Date”), the Corporation  granted to board members, executive officers, employees and consultants a total of (i) 1,060,000 Restrictive Share Units (the “APO RSUs”) under the Corporation Equity Incentive Plan (the “Plan”). APO RSUs will vest automatically overtime based on a specific rate, depending on each holder’s category, but sixty percent (60%) of such awards will be released only upon achievement of the performance objectives identified by the Corporation.  Performance objectives are based in part on the Corporation’s specific and global goals, but also on each holder’s individual performance.
 
RSUs granted above remain subject to the final approval of the Plan by the TSX Venture Exchange.
 
 
12