{"url_path":"/sec/aqst/8-k/2026-05-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1398733/0001398733-26-000029-index.html","accession_number":"0001398733-26-000029","cik":"0001398733","ticker":"AQST","issuer_name":"Aquestive Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1398733/0001398733-26-000029-index.html","primary_entity_key":"0001398733","primary_entity_name":"Aquestive Therapeutics, Inc."},"word_count":1607,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\nCredit Agreement and Guaranty\n\nOn May 12, 2026 (the “Effective Date”), Aquestive Therapeutics, Inc. (the “Company”) entered into a five-year term loan facility of up to $150.0 million (the “Term Loan”), consisting of a term loan in an aggregate principal amount of $55.0 million that was funded on the Effective Date (the “Tranche A Term Loan”), a term loan in an aggregate principal amount of $20.0 million available subject to certain terms and conditions (the “Tranche B Term Loan”), a term loan in an aggregate principal amount of $25.0 million available subject to certain terms and conditions (the “Tranche C Term Loan”), and a term loan advance available upon the mutual consent of the Lenders and subject to certain terms and conditions in an aggregate principal amount of up to $50.0 million (the “Tranche D Term Loan”), pursuant to a credit agreement and guaranty, dated as of the Effective Date (the “Credit Agreement”), with Oaktree Fund Administration, LLC, a Delaware limited liability company, as administrative agent (in such capacity, the “Agent”), and certain funds managed by each of Oaktree Capital Management, L.P. (“Oaktree”) party thereto (collectively, the “Lenders”). A portion of the proceeds of the Tranche A Term Loan was used by the Company on the Effective Date to repay in full the existing outstanding indebtedness owed by the Company to the noteholders under an indenture with U.S. Bank Trust Company, National Association (the “Indenture”). The remaining proceeds of the Tranche A Term Loan and proceeds of any additional tranches drawn will be used for general corporate and working capital purposes.\n\nThe Tranche B Term Loan may be borrowed by the Company, subject to customary terms and conditions, after the date the Company receives marketing approval from the United States Food and Drug Administration for its New Drug Application for Anaphylm™ (the “FDA Approval”) provided that such approval is received prior to June 30, 2027. The Tranche C Term Loan will be available, subject to customary terms and conditions (including the prior borrowing of the Tranche B Term Loan), during the period commencing following the date the Agent receives certification of the Company’s achievement of a specified net sales milestone by December 31, 2027. The Tranche D Term Loan will be made available upon the mutual consent of the Lenders and the Company.\n\nThe Company is required to maintain a minimum amount of unrestricted cash and/or permitted cash equivalent investments in controlled accounts, free and clear of all liens (subject to customary exclusions) equal to (a) $27,500,000 prior to the funding of the Tranche B Term Loan and (b) $15,000,000 after the funding of the Tranche B Term Loans. This amount may be further reduced on a dollar-for-dollar basis in an amount equal to prepayments required by the Agent if the Company fails to receive FDA Approval by December 31, 2027. In addition the Company is required to maintain a minimum amount of net sales (“Minimum Net Sales Covenant”) in the amounts agreed to and specified on the schedules to the Credit Agreement, which is tested only after the making of the Tranche B Term Loan. The Minimum Net Sales Covenant is not tested when (x) cash and/or permitted cash equivalent investments in controlled accounts, free and clear of all liens (subject to customary exclusions) is greater than 1.50x the outstanding principal of the Term Loans and (y) the market capitalization as of the last trading day of the applicable fiscal quarter is at least $500,000,000.\n\nEach advance under the Credit Agreement accrues interest at a per annum rate equal to the three-month SOFR (with a floor of 2.75%) plus 6.25%, which interest rate will be reduced permanently by a per annum percentage equal to 0.25% with respect to the Tranche B Term Loans. The Company has the option during the first two years of the Term Loan to pay up to 200 basis points of interest thereon in kind. The Term Loan provides for interest-only payments on a quarterly basis until maturity. During the existence of an event of default, the applicable interest rate shall increase by 2.00% per annum (i) automatically during a payment or bankruptcy event of default or (ii) upon the request of the Majority Lenders (as defined in the Credit Agreement) during any other event of default. Amounts outstanding during an event of default are due upon demand from the Administrative Agent or the Majority Lenders.\n\nUpon any repayment (whether at maturity, upon acceleration or by prepayment or otherwise), the Company shall pay an exit fee to the Lenders ranging from 1.00% to 2.00% depending on the date of such repayment (the “Exit Fee”). The Exit Fee is subject to a reduction specified in the Credit Agreement (x) if the Company achieves a specified net sales milestone by June 30, 2029 or if a payment is mandatory as a result of the Company failing to receive FDA Approval by December 31, 2027 or (y) if the applicable repayment is made in connection with a change of control on or prior to the second anniversary of the Effective Date.\n\nThe Company may voluntarily prepay the Term Loan in full or in part provided that the Company pays on the date of such prepayment (a) all outstanding principal to be prepaid plus accrued and unpaid interest, (b) a yield protection premium, which, (i) prior to and including the first anniversary of the Effective Date, includes a make-whole fee (as\n\ncalculated in the Credit Agreement) with respect to the interest that would have accrued on the aggregate principal amount of the Term Loans so prepaid up to (but not including) the first anniversary of the Effective Date and (ii) after the first anniversary of the Effective Date, a premium ranging from 5.00% to 1.00% depending on the date of such repayment (the “Prepayment Premium”). The Prepayment Premium is subject to a reduction specified in the Credit Agreement (x) if the Company achieves a specified net sales milestone by June 30, 2029 or if a payment is mandatory as a result of the Company failing to receive FDA Approval by December 31, 2027 or (y) if the applicable prepayment is made in connection with a change of control on or prior to the second anniversary of the Effective Date. The Prepayment Premium shall be 0% if paid after the fourth anniversary of the Effective Date.\n\nThe Company is required to maintain a minimum amount of unrestricted cash and/or permitted cash equivalent investments in controlled accounts, as set forth in the Credit Agreement, which amount lowers after the funding of the Tranche B Term Loans and if FDA approval is not received by December 31, 2027. In addition the Company is required to achieve a minimum amount of net sales (“Minimum Net Sales Covenant”) in the amounts agreed to and specified on the schedules to the Credit Agreement, which is tested only after the making of the Tranche B Term Loan. The Minimum Net Sales Covenant is not tested if the Company maintains specified cash levels or if it achieves a specified the market capitalization.\n\nThe Term Loan will be secured by a lien set forth in a security agreement (the “Security Agreement”) on substantially all of the assets of the Company, including intellectual property, subject to the rights of the Purchaser under the purchase and sale agreement dated August 13, 2025, as amended (the “Purchase Agreement”) with funds managed by RTW Investments LP (the “Purchaser”), and other customary exclusions and exceptions. The Company, the Agent and the Purchaser have entered into an intercreditor agreement governing the relative rights and priorities of the Lenders and the Purchaser with respect to the collateral and other assets of the Company, including with respect to liens, enforcement actions, and the application of proceeds.\n\nThe Credit Agreement contains customary representations and warranties, covenants and events of default, including two financial covenants: (i) commencing on the Effective Date, the Company is required to maintain certain levels of cash and cash equivalents and (ii) commencing with the later of (x) the first full fiscal quarter ending after the funding of the Tranche B Term Loan and (y) the four fiscal quarter period of the Company ending on December 31, 2027, the Company is required to maintain specified quarterly trailing twelve-month net sales from the sale of Anaphylm and other products developed for the treatment of type I allergic reactions in the United States; provided that such net sales covenant will be waived at any time (x) the Company’s balance of unrestricted cash (subject to certain permitted liens) and cash equivalents on the last business day of the applicable fiscal quarter is equal to or greater than 150% of the aggregate principal amount of outstanding Term Loans on such date or (y) the 30-day average of the Company’s market capitalization as of the last trading day of such fiscal quarter is at least $500 million. As contemplated above, the Company may be required, at the option of the Lenders, to pay down a portion of the loan balance if Anaphylm has not been approved by the FDA by December 31, 2027. The Credit Agreement also contains other customary provisions, such as expense reimbursement, as well as indemnification rights for the benefit of the Agent and the Lenders.\n\nThe Company agreed to issue warrants to the Lenders as more fully-described in Item 3.02 below.\n\nThe descriptions of the Credit Agreement and the Security Agreement contained herein are qualified in their entirety by reference to the those documents, which will be filed in a subsequent report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)."}