aqst-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-38599

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)	( 908) 941-1900	(I.R.S. Employer Identification Number)

(Address, Zip Code and Telephone Number of Registrant’s Principal Executive Offices)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	AQST	NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

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 Securities Exchange Act of 1934.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of outstanding shares of the registrant’s common stock, par value of $0.001 per share, as of the close of business on October 25, 2021 was 40,164,028.

Table of Content

AQUESTIVE THERAPEUTICS, INC.

FORM 10-Q

TABLE OF CONTENTS


		Page No.
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2021 and 2020	4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended Se ptember 30, 2021 and 2020	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	40
Item 4.	Controls and Procedures	40

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42

SIGNATURES		43

Table of Content

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS (Unaudited)

AQUESTIVE THERAPEUTICS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)


	September 30, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	31,164	$	31,807
Trade and other receivables, net	13,643		6,955
Inventories, net	2,863		2,461
Prepaid expenses and other current assets	2,540		3,402
Total current assets	50,210		44,625
Property and equipment, net	5,197		6,873
Right-of-use assets, net	2,917		3,448
Intangible assets, net	64		102
Other non-current assets	6,905		7,836
Total assets	$	65,293	$	62,884

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	6,215	$	7,089
Accrued expenses	7,624		8,569
Lease liabilities, current	860		728
Deferred revenue, current	767		693
Liability related to the sale of future revenue, current	1,848		1,450
Loans payable, current	7,725		2,575
Total current liabilities	25,039		21,104
Loans payable, net	32,673		34,329
Liability related to the sale of future revenue, net	56,615		47,524
Lease liabilities	2,185		2,846
Deferred revenue	7,316		3,633
Other non-current liabilities	1,810		1,945
Total liabilities	125,638		111,381
Contingencies (Note 19)

Stockholders’ deficit:
Common stock, $0.001 par value. Authorized 250,000,000 shares; 40,083,245 and 34,569,254 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	40		35
Additional paid-in capital	167,466		137,725
Accumulated deficit	(227,851)		(186,257)
Total stockholders’ deficit	(60,345)		(48,497)
Total liabilities and stockholders’ deficit	$	65,293	$	62,884

See accompanying notes to the condensed consolidated financial statements.

Table of Content

AQUESTIVE THERAPEUTICS, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share data amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenues	$	13,287	$	8,260	$	39,754	$	38,700
Costs and expenses:
Manufacture and supply	4,400		2,978		11,623		10,176
Research and development	4,726		7,260		12,647		15,461
Selling, general and administrative	12,129		11,803		38,494		40,310
Total costs and expenses	21,255		22,041		62,764		65,947
Loss from operations	(7,968)		(13,781)		(23,010)		(27,247)
Other income/(expenses):
Interest expense	(2,787)		(2,778)		(8,305)		(8,296)
Interest expense related to the sale of future revenue, net	(3,767)		—		(10,567)		—
Interest and other (expense) income, net	(33)		8		288		128

Net loss before income taxes	(14,555)		(16,551)		(41,594)		(35,415)
Income taxes	—		—		—		—
Net loss	$	(14,555)	$	(16,551)	$	(41,594)	$	(<

SEC Form 10-Q filed by Aquestive Therapeutics, Inc.