aibioAquestive Therapeutics prices $85,000,000 stock offering at $4.00 per share
Tickers AQST
Aquestive sold 21,250,000 shares at $4.00 through Leerink Partners, Cantor and Oppenheimer, a day after agreeing to a conditional $75 million revenue-interest deal with an affiliate of RTW Investments. Anaphylm's approval is a condition of that deal.
Key facts
- Company
- Aquestive Therapeutics, Inc. (NASDAQ: AQST)
- News type
- Financings
- Primary source
- Aquestive Therapeutics, Inc. 424B5 (2025-08-14)
The offering and the banks
Aquestive Therapeutics, Inc. is selling 21,250,000 shares of common stock at $4.00 each, for $85,000,000 gross, under a prospectus supplement dated August 14, 2025. The supplement lists Leerink Partners, Cantor and Oppenheimer & Co. as joint bookrunning managers. The legal names given in the filing are Leerink Partners LLC, Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. H.C. Wainwright & Co. is lead manager, and Brookline Capital Markets, a division of Arcadia Securities, LLC, is co-manager. The cover names no placement agent.
Underwriting discounts and commissions are $0.24 a share, or $5,100,000, which leaves $79,900,000 before expenses. The company estimates net proceeds of about $79.5 million. It says it will use them with existing cash, primarily to launch and commercialize Anaphylm, its epinephrine sublingual film for severe allergic reactions. Delivery was expected on or about August 15, 2025. The stock was listed on the Nasdaq Global Market, and its last reported sale price was $4.01 on August 13, 2025.
The offering would take the share count from 99,353,270 at June 30, 2025 to 120,603,270. The supplement puts dilution at about $3.94 a share, measured against adjusted net tangible book value as of June 30, 2025. The company also sells stock through an at-the-market facility with Piper Sandler & Co. as sales agent, which dates to September 11, 2019. The supplement says it has sold about 27.3 million shares under that facility, for net proceeds of about $81.8 million to date.
The RTW deal and the notes
On August 13, 2025, Aquestive signed a purchase agreement with an affiliate of RTW Investments LP. The affiliate would pay $75 million in exchange for tiered revenue-share payments on Anaphylm's U.S. net sales, starting at 7.5% and falling to 1.0%. A 9.50% rate applies in a later year if sales fall short of a set level. Payments stop once the purchaser has received $187.5 million by December 31, 2035, or $225.0 million after that. The purchaser also agreed to make a $25 million equity investment in the company.
The $75 million is conditional. It requires FDA approval of Anaphylm by a specified date, refinancing of the company's existing 13.5% Senior Secured Notes, and other customary conditions. The summary and risk sections give no principal amount or maturity for those notes. The cautionary statement lists the risk of insufficient cash to "commence principal payments on our 13.5% Notes in 2026" and to fund development.
The approval question and Libervant
The prospectus supplement says the company is in active negotiations with major pharmaceutical companies about a potential global outlicense of Anaphylm, with no assurance that any agreement will be reached or on what terms. It calls Anaphylm its most advanced product candidate and says it represents a substantial portion of the company's near-term revenue potential. Its risk list includes the risk that the FDA may require additional clinical studies for approval of Anaphylm, the company's ability to address the FDA's comments on its NDA, and the pharmacokinetic and pharmacodynamic comparability submission for Anaphylm. The list also names the risk of eroding market share for Suboxone, a sunsetting product that accounts for a substantial part of current operating revenue, and the risk of default of its debt instruments. The company has four licensed commercialized products that its licensees market and that Aquestive exclusively manufactures.
The 2024 annual report on Form 10-K describes a different risk for Libervant, its buccal film for acute repetitive seizures. If Neurelis prevails on appeal, or the FDA does not make a determination of clinical superiority in favor of Libervant, the company may have to withdraw it from the U.S. market until the orphan drug exclusivity for Valtoco expires in January 2027. The company says that would delay its future Libervant revenue. The annual report also says Libervant received orphan drug exclusivity for patients aged two to five years.
The supplement's summary and risk sections give no cash balance. Its cautionary statement also lists the risk of insufficient cash and capital resources to meet liquidity needs.