Aquestive Therapeutics, Inc.
From time to time, we may offer up to $150,000,000 of any
combination of the securities described in this prospectus in one
or more offerings, or such lesser amount as we may be permitted to
sell under General Instruction I.B.6 of Form S-3 at the time of a
particular offering. We may also offer securities as may be
issuable upon conversion, redemption, repurchase, exchange or
exercise of any securities registered hereunder, including any
applicable anti-dilution provisions.
This prospectus provides a general description of the securities we
may offer. Each time we offer securities, we will provide specific
terms of the securities offered in a supplement to this prospectus.
We may also authorize one or more free writing prospectuses to be
provided to you in connection with these offerings. The prospectus
supplement and any related free writing prospectus may also add,
update or change information contained in this prospectus. You
should carefully read this prospectus, the applicable prospectus
supplement and any related free writing prospectus, as well as any
documents incorporated by reference, before you invest in any of
the securities being offered.
This prospectus may not be used to consummate a sale of any
securities unless accompanied by a prospectus supplement.
Our common stock is traded on the Nasdaq Global Select Market under
the symbol “AQST.” On September 10, 2019, the last reported
sale price of our common stock was $3.47 per share. On
September 6, 2019, there were an aggregate of 25,042,601
shares of our common stock issued and outstanding, of which shares
12,448,677 were held by non-affiliates. Accordingly, the aggregate
market value of our common stock held by non-affiliates pursuant to
General Instruction I.B.6 of Form S-3 is $17,718,617, which was
calculated based on a price of $4.27 per share, the closing price
of our common stock on July 16, 2019. As of the date hereof,
we have not offered or sold any shares of our common stock pursuant
to General Instruction I.B.6 of Form S-3 during the prior 12
calendar month period that ends on and includes the date hereof.
The applicable prospectus supplement will contain information,
where applicable, as to any other listing on the Nasdaq Global
Select Market or any securities market or other exchange of the
securities, if any, covered by the prospectus supplement.
Pursuant to General Instruction I.B.6 of Form S-3, in no event will
we sell our common stock registered on the registration statement
of which this prospectus forms a part in a public primary offering
with a value exceeding more than one-third of our public float in
any 12-month period so long as our public float remains below
$75.0 million, as measured in accordance with General
Instruction I.B.6 of Form S-3. We have not offered any securities
pursuant to General Instruction I.B.6 of Form S-3 during the 12
calendar months prior to and including the date of this
In addition, selling stockholders to be named in a separate
prospectus may sell in one or more offerings from time to time
pursuant to this prospectus up to an aggregate of 4,228,082 shares
of our common stock. We will not receive any of the proceeds from
the sale of such securities, although we will receive the proceeds
from the exercise of the warrants underlying 2,000,000 shares of
the common stock to be sold under this prospectus by selling
We will sell these securities directly to investors, through agents
designated from time to time or to or through underwriters or
dealers, on a continuous or delayed basis. For additional
information on the methods of sale, you should refer to the section
titled “Plan of Distribution” in this prospectus. If any agents or
underwriters are involved in the sale of any securities with
respect to which this prospectus is being delivered, the names of
such agents or underwriters and any applicable fees, commissions,
discounts or over-allotment options will be set forth in a
prospectus supplement. The price to the public of such securities
and the net proceeds we expect to receive from such sale will also
be set forth in a prospectus supplement.
Investing in our securities involves a high degree of risk. You
should review carefully the risks and uncertainties described under
the heading “Risk Factors
” contained in the applicable
prospectus supplement and any related free writing prospectus, and
under similar headings in the other documents that are incorporated
by reference into this prospectus as described on page 7
of this prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
The date of this prospectus is September 17, 2019.