Aquestive Therapeutics Inc美股招股说明书(2026-07-09版)

Aquestive Therapeutics, Inc. 230,271 Shares of Common Stock This prospectus relates to the resale of up to 230,271 shares of Aquestive Therapeutics, Inc. (the“Company,” “we,” “our” or “us”) common stock, par value $0.001 per share (“Common Stock”), by the sellingstockholders listed in this prospectus, their transferees, donees, pledgees, assignees, successors and others wholater come to hold any of the selling stockholders’ interests in shares of our Common Stock other than through apublic sale (the “Selling Stockholders”). The shares of Common Stock offered for resale pursuant to thisprospectus include an aggregate of 230,271 shares of Common Stock (the “Warrant Shares”) issuable uponexercise of common warrants (the “Warrants”) issued to the Selling Stockholders pursuant to a warrant issuanceagreement by and between the Company and the Selling Stockholders (the “Warrant Issuance Agreement”),related to the Tranche A Term Loan (as defined below). The Warrants have an exercise price of $4.18 per share, subject to adjustment, were exercisable beginningon May12, 2026 and expire on May12, 2031. At the option of the holder, the Warrants may also be exercised, inwhole or in part, at such time by means of a “cashless exercise”. We are registering the Warrant Shares on behalf of the Selling Stockholders, to be offered and sold by theSelling Stockholders from time to time. We are not selling any securities under this prospectus. Upon any cashexercise of the Warrants by the Selling Stockholders, we will receive cash proceeds per share equal to theexercise price of the Warrants. If the Warrants are exercised in a cashless exercise, we will not receive anyproceeds from the exercise of the Warrants. The Selling Stockholders may sell the Warrant Shares described in this prospectus in a number of differentways and at varying prices. See Plan of Distribution on page12of this prospectus for more information abouthow the Selling Stockholders may sell the Warrant Shares offered pursuant to this prospectus. The SellingStockholders may be “underwriters” within the meaning of Section2(a)(11) of the Securities Act of 1933, asamended (the “Securities Act”). We will pay the expenses incurred in registering the Warrant Shares, including our legal and accounting fees.See Plan of Distribution on page12of this prospectus. Our Common Stock is traded on the Nasdaq Global Market under the symbol “AQST”. On July 8, 2026, thelast reported sale price of our Common Stock was $4.31 per share. The date of this prospectus is July 8, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1SUMMARY2RISK FACTORS4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5DESCRIPTION OF THE PRIVATE PLACEMENT8SELLING STOCKHOLDERS9USE OF PROCEEDS11PLAN OF DISTRIBUTION12LEGAL MATTERS14EXPERTS14WHERE YOU CAN FIND MORE INFORMATION14INCORPORATION OF CERTAIN INFORMATION BY REFERENCE15 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement on FormS-3 that we filed with the Securities and ExchangeCommission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, the SellingStockholders may, from time to time, offer and sell the Warrant Shares described in this prospectus in one or moreofferings. Information about the Selling Stockholders may change over time. Each time the Selling Stockholders sell the Warrant Shares using this prospectus, to the extent necessary andrequired by law, we will provide a prospectus supplement that will contain specific information about the terms ofthat offering, including the number of Warrant Shares being offered, the manner of distribution, the identity of anyunderwriters or other counterparties and other specific terms related to the offering. The prospectus supplement mayalso add, update or change information contained in this prospectus. To the extent that any statement made in aprospectus supplement is inconsistent with statements made in this prospectus, the statements made in thisprospectus will be deemed modified or superseded by those made in the prospectus supplement. You should readthis prospectus, any applicable prospectus supplement and the information incorporated by reference in theprospectus before making an investment in shares of our Common Stock. See “Where You Can Find MoreInformation” for more information. Neither we nor the Selling Stockholders have authorized any person to give any information or to make anyrepresentation other than those contained or incorporated by reference in this prospectus, any applicable prospectussupplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you.This prospectus, any applicable supplement to this prospectus or any related free writing prospectus does notconstitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities towhich they relate, nor does this prospectus, any applicable supplement to this