01/21/2026 | Press release | Distributed by Public on 01/21/2026 15:46
As filed with the Securities and Exchange Commission on January 21, 2026
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Aquestive Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
30 Technology Drive Warren, NJ 07059 |
82-3827296 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(Address of Principal Executive Offices) (Zip Code) |
(I.R.S. Employer Identification No.) |
Aquestive Therapeutics, Inc. 2018 Equity Incentive Plan, as amended
(Full title of the plan)
A. Ernest Toth, Jr.
Chief Financial Officer
Aquestive Therapeutics, Inc.
30 Technology Drive
Warren, NJ 07059
(Name and address of agent for service)
(908) 941-1900
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Lori J. Braender
Chief Legal Officer, Chief Compliance Officer and Corporate Secretary
Aquestive Therapeutics, Inc.
30 Technology Drive
Warren, NJ 07059
908-941-1900
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 o | Accelerated filer o |
| Non-accelerated filer ý | Smaller reporting company ý |
| Emerging growth company o |
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 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
This Registration Statement is being filed by Aquestive Therapeutics, Inc. (the "Registrant") for the purpose of registering an additional 4,881,772 shares of common stock, par value $0.001 per share (the "Common Stock"), of the Registrant available for issuance under the Aquestive Therapeutics, Inc. 2018 Equity Incentive Plan, as amended (the "2018 Plan"), pursuant to provisions of the 2018 Plan providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2018 Plan. The Registrant previously filed with the Securities and Exchange Commission (the "Commission") registration statements on Form S-8 on July 27, 2018 (File No. 333-226399), January 8, 2021 (File No. 333-251984), January 7, 2022 (File No. 333-262051), January 18, 2023 (File No. 333-269292), August 9, 2023 (File No. 333-273857), February 12, 2024 (File No. 333-277015), and January 24, 2025 (File No. 333-284490) (collectively, the "Prior Registration Statements") registering shares of Common Stock issuable under the 2018 Plan. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except for Items 3 and 8, which are being updated by this Registration Statement below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as originally filed with the Commission by the Registrant, are incorporated herein by reference; provided, however, that any reports or portions thereof that are furnished, including under Item 2.02 or Item 7.01 of a Current Report on Form 8-K and any exhibits included with such items, shall not be deemed incorporated by reference in this Registration Statement:
| (a) | The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 5, 2025; |
| (b) | The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on May 12, 2025; |
| (c) | The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Commission on August 11, 2025; |
| (d) | The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Commission on November 5, 2025; |
| (e) | The Registrant's Current Reports on Form 8-K, filed with the Commission on February 12, 2025, June 11, 2025, July 15, 2025, August 14, 2025, August 15, 2025, October 8, 2025 and January 9, 2026; and |
| (f) | The description of the Common Stock contained in the Registrant's Registration Statement on Form 8-A (File No. 001-38599) filed with the Commission on July 20, 2018, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as updated by the description of the Common Stock contained in Exhibit 4.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on March 11, 2020, including any amendment or report filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference from the date of filing of such documents; provided, however, that any reports or portions thereof that are furnished, including under Item 2.02 or Item 7.01 of a Current Report on Form 8-K and any exhibits included with such items, shall not be deemed incorporated by reference in this Registration Statement. Any statement contained herein or in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which is incorporated by reference herein modifies or replaces such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| Exhibit Number | Description of Exhibit |
| 4.1 | Aquestive Therapeutics, Inc. 2018 Equity Incentive Plan, as amended (filed as Exhibit 4.1 to the Registration Statement on Form S-8 of the Registrant (File No. 333-273857), as filed on August 9, 2023 and incorporated by reference herein). |
| 5.1 | Legal Opinion of Lori J. Braender, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary, filed herewith. |
| 23.1 | Consent of KPMG LLP, filed herewith. |
| 24.1 | Powers of Attorney, filed herewith (included on the signature page of this Registration Statement under the caption "Power of Attorney"). |
| 107 | Filing Fee Table, filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Somerset, State of New Jersey, on this 21st day of January, 2026.
| AQUESTIVE THERAPEUTICS, INC. | ||
| By: | /s/ Daniel R. Barber | |
| Name: | Daniel R. Barber | |
| Title: | President and Chief Executive Officer | |
POWER OF ATTORNEY
KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel R. Barber, A. Ernest Toth, Jr. and Lori J. Braender, and each or any one of them, as such person's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, with the Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each such attorney-in-fact, or his agent or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date |
| /s/ Daniel R. Barber | January 21, 2026 | |
| Daniel R. Barber |
President, Chief Executive Officer and Member of the Board of Directors (Principal Executive Officer) |
|
| /s/ A. Ernest Toth, Jr. | January 21, 2026 | |
| A. Ernest Toth, Jr. |
Senior Vice President, Chief Financial Officer |
|
| /s/ Gregory B. Brown, M.D. | January 21, 2026 | |
| Gregory B. Brown, M.D. | Chairman of the Board of Directors | |
| /s/ John S. Cochran | January 21, 2026 | |
| John S. Cochran | Member of the Board of Directors | |
| /s/ Abigail L. Jenkins | January 21, 2026 | |
| Abigail L. Jenkins | Member of the Board of Directors | |
| /s/ Julie Krop, M.D. | January 21, 2026 | |
| Julie Krop, M.D. | Member of the Board of Directors | |
| /s/ Timothy E. Morris | January 21, 2026 | |
| Timothy E. Morris | Member of the Board of Directors | |
| /s/ Marco Taglietti, M.D. | January 21, 2026 | |
| Marco Taglietti, M.D. | Member of the Board of Directors |