S-3 1 ny20076831x1_s3.htm S-3

As filed with the Securities and Exchange Commission on June 26, 2026

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 S.

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.

Chief Financial Officer

Aquestive Therapeutics, Inc.

30 Technology Drive S.

Warren, New Jersey 07059

(908) 941-1900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Thomas A. Zalewski Chief Legal Officer and Chief Compliance Officer Aquestive Therapeutics, Inc. 30 Technology Drive S. Warren, New Jersey 07059			David S. Rosenthal, Esq. Anna Tomczyk, Esq. Dechert LLP 1095 Avenue of the Americas 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. ☐

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.


			Page
ABOUT THIS PROSPECTUS			1
SUMMARY			2
RISK FACTORS			4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			5
DESCRIPTION OF THE PRIVATE PLACEMENT			8
SELLING STOCKHOLDERS			9
USE OF PROCEEDS			11
PLAN OF DISTRIBUTION			12
LEGAL MATTERS			14
EXPERTS			14
WHERE YOU CAN FIND MORE INFORMATION			14
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			15


	Shares of Common Stock beneficially owned prior to the offering		Shares of Common Stock to be offered	Shares of Common Stock beneficially owned after the offering⁽¹⁾
Name of Selling Stockholder⁽²⁾	Number	Percentage	Shares of Common Stock to be offered	Number	Percentage
Oaktree-TCDRS Strategic Credit, LLC	7,872	*	7,873	0	—
Oaktree-Forrest Multi-Strategy, LLC	3,905	*	3,906	0	—
Oaktree-TBMR Strategic Credit Fund C, LLC	2,024	*	2,025	0	—
Oaktree-TBMR Strategic Credit Fund F, LLC	3,269	*	3,270	0	—
Oaktree-TBMR Strategic Credit Fund G, LLC	5,270	*	5,271	0	—
Oaktree-TSE 16 Strategic Credit, LLC	7,301	*	7,302	0	—
INPRS Strategic Credit Holdings, LLC	5,388	*	5,389	0	—
Oaktree Specialty Lending Corporation	26,526	*	26,527	0	—
Oaktree Direct Lending Fund Delaware Holdings Non-EURRC, L.P.	4,584	*	4,585	0	—
Oaktree Direct Lending Fund VCOC Delaware Holdings Non-EURRC, L.P.	1,842	*	1,843	0	—
Oaktree Direct Lending Fund Unlevered Delaware Holdings Non-EURRC, L.P.	3,543	*	3,544	0	—
Oaktree Blue Credit 1 Investment Fund, L.P.	10,972	*	10,973	0	—
Oaktree Multi-Strategy Credit Archway Evergreen Fund, L.P.	2,136	*	2,137	0	—
Oaktree LSL Fund Delaware Holdings Non-EURRC, L.P.	32,676	*	32,677	0	—
Oaktree Jalapeno Investment Fund, L.P.	112,948	*	112,949	0	—


SEC registration fee			$156.14
Accounting fees and expenses			$35,000
Legal fees and expenses			$35,000
Printing and miscellaneous expenses			$2,000
Total			$72,156.14


Exhibit Number			Description of Document
3.1			Amended and Restated Certificate of Incorporation of Aquestive Therapeutics, Inc., dated as of July 27, 2018 (filed as Exhibit 3.1 to the Current Report on Form 8-K of the Company, as filed on July 27, 2018, and incorporated by reference herein).
3.2			Amended and Restated Bylaws of Aquestive Therapeutics, Inc. (filed as Exhibit 3.1 to the Current Report on Form 8-K of the Company, as filed on October 16, 2024, and incorporated by reference herein).
4.1			Form of Common Stock Certificate of Aquestive Therapeutics, Inc. (filed as Exhibit 4.1 to the Registration Statement on Form S-1 of the Company (File No. 333-225924), as filed on June 27, 2018, and incorporated by reference herein).
4.2*			Form of Warrant.
5.1*			Opinion of Dechert LLP.
10.1*			Warrant Issuance Agreement, dated as of May 12, 2026, between Oaktree Capital Management, L.P. and Aquestive Therapeutics, Inc.
10.2*†			Credit Agreement and Guaranty, dated as of May 12, 2026, by and among Aquestive Therapeutics, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto, and Oaktree Fund Administration, LLC.
10.3*			Security Agreement, dated as of May 12, 2026, by and among Aquestive Therapeutics, Inc., the borrower’s subsidiaries having acceded thereto pursuant to Section 24, and Oaktree Fund Administration, LLC.
23.1*			Consent of KPMG LLP.
23.2*			Consent of Dechert LLP (included in its Opinion filed as Exhibit 5.1 hereto).
24.1*			Powers of Attorney (included on signature page).
107*			Filing Fee Table.


			AQUESTIVE THERAPEUTICS, INC.

			By:			/s/ Daniel Barber
						Daniel Barber
						President and Chief Executive Officer (Principal Executive Officer)


Name and Signature	Title	Date

/s/ Daniel Barber	President, Chief Executive Officer and Member of the Board of Directors (Principal Executive Officer)	June 26, 2026
Daniel Barber		June 26, 2026

/s/ A. Ernest Toth, Jr.	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 26, 2026
A. Ernest Toth, Jr.		June 26, 2026

/s/ Gregory B. Brown	Chairman of the Board of Directors	June 26, 2026
Gregory B. Brown, M.D.	Chairman of the Board of Directors	June 26, 2026

/s/ Abigail L. Jenkins	Member of the Board of Directors	June 26, 2026
Abigail L. Jenkins	Member of the Board of Directors	June 26, 2026

/s/ John S. Cochran	Member of the Board of Directors	June 26, 2026
John S. Cochran	Member of the Board of Directors	June 26, 2026

/s/ Julie Krop	Member of the Board of Directors	June 26, 2026
Julie Krop, M.D.	Member of the Board of Directors	June 26, 2026

/s/ Marco Taglietti	Member of the Board of Directors	June 26, 2026
Marco Taglietti, M.D.	Member of the Board of Directors	June 26, 2026

/s/ Timothy Morris	Member of the Board of Directors	June 26, 2026
Timothy Morris	Member of the Board of Directors	June 26, 2026