UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 20, 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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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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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☐
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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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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. ☐
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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Item 1.01 |
Entry into a Material Definitive
Agreement.
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Second
Supplemental Indenture
On
November 20, 2020 (the “Closing Date”), Aquestive Therapeutics,
Inc. (the “Company”) entered into the Second Supplemental Indenture
(the “Supplemental Indenture”), by and among the Company and U.S.
Bank National Association, as Trustee (the “Trustee”) and
Collateral Agent thereunder, to the Indenture, dated as of July 15,
2019 (the “Base Indenture” and, as supplemented by the Supplemental
Indenture and the First Supplemental Indenture, dated November 3,
2020, the “Indenture”), by and between the Company and the
Trustee.
Pursuant
to the Second Supplemental Indenture, the Company has the right to
exclude the next $10 million received in the Permitted Apomorphine
Monetization (as defined in the Indenture) from the existing
Apomorphine Asset Sale Offer (as defined in the Indenture)
provisions, and such proceeds shall also be excluded from the
obligation in the Indenture to place such proceeds in a collateral
account for the benefit of the holders of the 12.5% senior secured
notes due 2025 (the “Notes”) issued under the Indenture.
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Item 2.03 |
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
of the Registrant
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The
information required by this Item 2.03 relating to the Second
Supplemental Indenture set forth under Item 1.01 and the Additional
Notes (as defined below) set forth under Item 8.01 is incorporated
by reference herein.
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Item 3.02 |
Unregistered
Sales of Equity Securities
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The
information set forth below under Item 8.01 with respect to the
Warrants (as defined below) is incorporated by reference
herein.
On the Closing Date,
the Company received $50.0 million in gross proceeds pursuant to
its previously announced Purchase and Sale Agreement, by and
between the Company and MAM Pangolin Royalty, LLC, dated as of
November 3, 2020. This payment included payment of the first
milestone payment in the amount of $10 million under the agreement,
applicable conditions thereunder for payment having been
satisfied. Also, on the Closing Date, the Company (i)
completed the previously announced repurchase of $22.5 million
aggregate principal amount of Notes at 100% of the aggregate
principal amount, plus accrued and unpaid interest thereon through
the Closing Date and the issuance of $4.0 million aggregate
principal amount of additional Notes (the “Additional Notes”), (ii)
made an additional $2.25 million cash payment to certain holders of
the Notes, and (iii) issued warrants to purchase up to 143,000
shares of the Company’s common stock, par value $0.001 per share
(the “Warrant Shares”), at an exercise price of $5.38 per Warrant
Share (the “Warrants”). The issuance of the Warrants and the
Additional Notes was made in reliance on the exemption provided by
Section 4(a)(2) of the Securities Act of 1933, as amended, for the
offer and sale of securities not involving a public offering and
Regulation D promulgated thereunder.
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Item 9.01 |
Financial Statements and
Exhibits
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Exhibit Number
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Description
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99.1
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Press Release dated November 23,
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: November 23, 2020
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Aquestive Therapeutics, Inc.
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By:
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/s/ John T. Maxwell
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Name: John T. Maxwell
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Title: Chief Financial Officer
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