UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): December 15, 2020
Aquestive Therapeutics, Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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001-38599
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82-3827296
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(State or Other Jurisdiction of Incorporation or
Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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30
Technology Drive
Warren, NJ
07059
(908)
941-1900
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following
provisions:
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☐ |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to
Section 12(b) of the Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common Stock, par
value $0.001 per share
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AQST
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Nasdaq Global
Market
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§ 240.12b-2 of this chapter).
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. ☐
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Item 5.02 |
Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b) On
December 16, 2020, Aquestive Therapeutics, Inc. (the “Company”)
announced that John T. Maxwell has provided his intent to resign
from his role as the Company’s Chief Financial Officer. Current
plans call for Mr. Maxwell to continue to serve as Chief Financial
Officer of the Company until his departure, which currently is
anticipated at year end. In connection with his departure,
Mr. Maxwell and the Company have entered into a separation and
release agreement providing for severance payments and benefits
generally consistent with his employment agreement, dated June 26,
2018, including a severance payment equal to the sum of his annual
base salary and target annual bonus payable in 12 equal monthly
installments, a target bonus for 2020, coverage under group health
and life insurance plans for up to 12 months and immediate vesting
of all unvested stock options which will remain exercisable for one
year following his separation from employment.
(c) On
December 16, 2020, the Company announced that, on December 15,
2020, the Board of Directors (“Board”) appointed Ernie Toth, 62, to
serve as Interim Chief Financial Officer effective upon Mr.
Maxwell’s departure. Mr. Toth will be a consultant to the
Company, providing services pursuant to a Consulting Agreement
between the Company and Danforth Advisors, LLC, Mr. Toth’s employer
(the “Consulting Agreement”). The Consulting Agreement provides for
compensation for services provided at a rate of $325 per hour,
stock options to purchase 2,500 shares of the Company’s common
stock under the Company’s 2018 Equity Incentive Plan subject to
such other terms and conditions as approved by the Compensation
Committee of the Board, as well as reimbursement of Mr. Toth’s
covered commuting expenses to the Company’s New Jersey office and
any other such necessary business expenses. The term of the
Consulting Agreement will continue until such time as either party
gives written notice of termination.
Mr. Toth
joined Danforth Advisors in November 2020 as a Consultant to
provide finance support and strategic consulting services to life
science companies and the healthcare technology industry.
Prior to that time, Mr. Toth most recently served as Chief
Financial Officer of EHE Health from September 2018 to February
2020. Prior to joining EHE Health, he served as Global Chief
Financial Officer of ArisGlobal from January 2016 to December 2016,
and Global Chief Financial Officer of Synowledge from January 2015
to December 2015. Mr. Toth also serves as Managing Director of
Bellair Advisors, LLC, a consulting and advisory firm that provides
financial, strategic, operational, and commercial counsel to high
growth entrepreneurial businesses.
Other
than as described above, the selection of Mr. Toth to serve as the
Company’s Interim Chief Financial Officer was not made pursuant to
any arrangement or understanding with any other person. In
addition, there are no family relationships between Mr. Toth and
any director or other executive officer of the Company, and there
are no transactions involving Mr. Toth requiring disclosure under
Item 404(a) of Regulation S-K.
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Item 7.01 |
Regulation FD
Disclosure.
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On
December 16, 2020, the Company issued a press release announcing
the matters described in Item 5.02 above and that there is no
change to its full year 2020 financial outlook. A copy of the
Company’s press release is attached hereto as Exhibit 99.1 and
incorporated into this Item 7.01 by reference.
The
information in this Item 7.01 (including Exhibit 99.1) is being
furnished pursuant to Item 7.01 and shall not be deemed to be
“filed” for purposes of, or otherwise subject to the liabilities
of, Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in any such filing.
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Item 9.01 |
Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description
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Press
Release, dated December 16, 2020.
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Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Dated: December 17, 2020
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Aquestive Therapeutics,
Inc.
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By:
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/s/ Lori J. Braender
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Name: Lori J. Braender
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Title: Senior Vice President,
General Counsel
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