As filed with the Securities and Exchange Commission on January 8, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Aquestive Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware
|
|
|
82-3827296
|
(State or other jurisdiction of
incorporation or organization)
|
|
|
(I.R.S. Employer
Identification Number)
|
30 Technology Drive,
Warren, New Jersey 07059
(908) 941-1900
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
A. Ernest Toth, Jr.
Interim Chief Financial Officer
Aquestive Therapeutics, Inc.
30 Technology Drive, Warren, New Jersey 07059 (908) 941-1900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
|
|
Lori J. Braender
|
|
|
David S. Rosenthal, Esq.
|
|
|
|
|
|
|
SVP – General Counsel and Secretary
|
|
|
Dechert LLP
|
|
|
|
|
|
|
30 Technology Drive
|
|
|
1095 Avenue of the Americas
|
|
|
|
|
|
|
Warren, New Jersey 07059
|
|
|
New York, New York 10036
|
|
|
|
From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
|
|
|
☐
|
|
|
Accelerated filer
|
|
|
☐
|
Non-accelerated filer
|
|
|
☒
|
|
|
Smaller reporting company
|
|
|
☒
|
|
|
|
|
|
|
Emerging growth company
|
|
|
☒
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
CALCULATION OF REGISTRATION FEE
Common Stock, par value $0.001 per share
|
|
|
16,000
|
|
|
$5.93(1)
|
|
|
$94,880
|
|
|
$10.36
|
Shares of Common Stock issuable upon exercise of Warrants to purchase common stock(2)
|
|
|
143,000
|
|
|
$5.38(3)
|
|
|
$769,340
|
|
|
$83.93
|
TOTAL(4)
|
|
|
159,000
|
|
|
|
|
|
$864,220
|
|
|
$94.29
|
(1)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low sales prices on the NASDAQ Global Market on January 5, 2021 of the shares of common stock of the Registrant.
|
(2)
|
Represents a maximum of 143,000 shares of common stock, par value $0.001 per share, of the registrant, issuable upon exercise of certain outstanding common stock purchase warrants at an exercise price of $5.38 per share, to be offered and sold by certain selling stockholders identified in this registration statement.
|
(3)
|
Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(g) under the Securities Act.
|
(4)
|
Pursuant to Rule 416 promulgated under the Securities Act, there are also registered hereunder such indeterminate number of additional shares of common stock that may be issued in connection with the anti-dilution provisions or stock splits, stock dividends, recapitalizations or similar events.
|
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.