Securities Registration: Employee Benefit Plan (s-8)
08 January 2022 - 8:17AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on January 7, 2022
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
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30 Technology Drive
Warren, NJ 07059
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82-3827296
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Address of Principal Executive Offices)
(Zip Code)
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(I.R.S. Employer Identification No.)
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Aquestive Therapeutics, Inc. 2018 Equity Incentive
Plan
(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:
Ellen S. Knarr, Esq.
Day Pitney LLP
605 Third Avenue
31st Floor
New York, NY 10158
(212) 297-5800
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
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Accelerated filer o
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Non-accelerated filer ý
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Smaller reporting company ý
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Emerging growth company ý
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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
CALCULATION OF REGISTRATION FEE
Title of Securities to be
Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering Price Per
Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration
Fee
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Common Stock, par value $0.001 per share
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1,235,399(2)
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$4.05(2)
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$5,003,365.95
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$463.82
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(1)
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The number of shares of common stock, par value $0.001 per share (the “Common
Stock”), of Aquestive Therapeutics, Inc., a Delaware corporation (the “Registrant”), available for issuance under the
Aquestive Therapeutics, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) is subject to an automatic annual increase on the
first day of each fiscal year prior to the termination of the 2018 Plan, with such annual increase equal to (i) 4.0% of the number of
shares of Common Stock outstanding on December 31st of the immediately preceding calendar year or (ii) such lesser amount determined
by the Board of Directors of the Registrant (the “Board”) in its discretion (the “Evergreen Provision”). Pursuant
to the Evergreen Provision, the number of shares of Common Stock available for issuance under the 2018 Plan was automatically increased
by 1,235,399 shares effective January 1, 2022, which is 3.0% of the total number of shares of Common Stock outstanding as of December
31, 2021. This registration statement (this “Registration Statement”) registers these 1,235,399 additional shares of Common
Stock for issuance under the 2018 Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement also covers such additional shares of Common Stock as may be issued in the event of a stock dividend, stock
split, recapitalization or other similar transaction.
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(2)
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Shares of Common Stock newly reserved under the 2018 Plan. Pursuant to Rules 457(c)
and 457(h) under the Securities Act, the proposed maximum offering price per share was calculated on the basis of the average of the high
and low prices per share of the Common Stock as reported on the Nasdaq Global Market on January 3, 2022.
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EXPLANATORY NOTE
This Registration Statement is being filed
by the Registrant for the purpose of registering an additional 1,235,399 shares of Common Stock 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 (SEC File No. 333-226399) and on January 8, 2021 (SEC File No. 333-251984) (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:
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(a)
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on March 9, 2021;
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(b)
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The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with
the Commission on May 4, 2021;
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(c)
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The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the
Commission on August 3, 2021;
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(d)
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The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with
the Commission on November 2, 2021;
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(e)
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The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 7, 2021, January
21, 2021, February 9, 2021, February 25, 2021, March 25, 2021, March 26, 2021, June 21, 2021, June 24, 2021, July 21, 2021, July 30, 2021,
August 9, 2021, October 6, 2021, October 8, 2021, October 25, 2021, December 16, 2021, and December 21, 2021; and
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(f)
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The description of the Common Stock contained in the Registrant’s Registration Statement on Form
8-A (SEC File No. 001-38599) filed with the Commission on July 20, 2018, pursuant to Section 12(b) of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
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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.
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 7th day of January, 2022.
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AQUESTIVE THERAPEUTICS, INC.
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By:
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/s/ Keith J. Kendall
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Name:
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Keith J. Kendall
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Title:
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW TO ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Keith J. Kendall, 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
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Title
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Date
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/s/ Keith J. Kendall
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January 7, 2022
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Keith J. Kendall
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President, Chief Executive Officer and Member of the Board of Directors
(Principal Executive Officer)
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/s/ A. Ernest Toth, Jr.
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January 7, 2022
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A. Ernest Toth, Jr.
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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/s/ Santo J. Costa
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January 7, 2022
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Santo J. Costa
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Chairman of the Board of Directors
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/s/ Gregory B. Brown, M.D.
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January 7, 2022
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Gregory B. Brown, M.D.
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Member of the Board of Directors
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/s/ John Cochran
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January 7, 2022
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John Cochran
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Member of the Board of Directors
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/s/ Julie Krop, M.D.
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January 7, 2022
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Julie Krop, M.D.
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Member of the Board of Directors
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/s/ Nancy S. Lurker
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January 7, 2022
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Nancy S. Lurker
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Member of the Board of Directors
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/s/ James S. Scibetta
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January 7, 2022
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James S. Scibetta
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Member of the Board of Directors
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/s/ Marco Taglietti, M.D.
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January 7, 2022
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Marco Taglietti, M.D.
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Member of the Board of Directors
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