Aquestive Therapeutics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

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Securities registered pursuant to Section 12(b) of the Act:

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Underwriting Agreement

On August 14, 2025, Aquestive Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Leerink Partners LLC, Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc., as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten offering of 21,250,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at an offering price of $4.00 per share.

The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-278498) previously filed with the Securities and Exchange Commission and declared effective on April 23, 2024, and prospectus supplement thereunder.

The Underwriting Agreement contains representations, warranties and covenants of the Company that are customary for transactions of this type and customary conditions to closing. Additionally, the Company has agreed to provide the Underwriters with customary indemnification rights under the Underwriting Agreement.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement , a copy of which is filed as Exhibit 1.1 and Exhibit 4.1 to this Form 8-K and is incorporated herein by reference.

A copy of the opinion of Dechert LLP regarding the validity of the Common Stock issued in the offering is attached hereto as Exhibit 5.1.

In connection with investor meetings on August 13, 2025, the Company used the investor presentation furnished hereunder as Exhibit 99.1. On August 14, 2025, the Company issued a press release announcing the pricing of the offering. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

The information included in this Item 7.01 of this Current Report, including the attached Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

Statements contained in this report regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about the Company’s expectations with respect to the completion, timing and size of the offering and the expected amount and use of net proceeds from the offering. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “will,” “goal,” “potential” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering. Additional factors that could cause actual results to differ materially from those stated or implied by our forward-looking statements are disclosed in the Company’s filings with the Securities and Exchange Commission, including in the section captioned “Risk Factors” in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024. All forward-looking statements contained in this report speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this report.

(d) Exhibits.

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