*Reflects shares of Common Stock issuable upon the exercise of warrants.
| CUSIP No. 03843E104 | SCHEDULE 13G/A | Page 6 of 10 Pages |
| Item 1. | | (a) Name of Issuer |
Aquestive Therapeutics, Inc.
| Item 1. | | (b) Address of Issuer’s Principal Executive Offices |
30 Technology Drive Warren, NJ 07059
| Item 2. | | (a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
Madryn Asset Management, LP, a Delaware limited partnership, 140 East 45th Street, 15th Floor, New York, NY 10017.
Madryn Health Partners, LP, a Delaware limited partnership, 140 East 45th Street, 15th Floor, New York, NY 10017.
Madryn Health Partners (Cayman Master), LP, a Cayman Islands limited partnership, 140 East 45th Street, 15th Floor, New York, NY 10017.
Madryn Health Advisors, LP, a Delaware limited partnership, 140 East 45th Street, 15th Floor, New York, NY 10017.
| Item 2. | | (d) Title of Class of Securities |
Common Stock, par value $0.001 per share (the “Common Stock”)
03843E104
| CUSIP No. 03843E104 | SCHEDULE 13G/A | Page 7 of 10 Pages |
| |
|---|
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| | (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| |
| | (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| |
| | (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| |
| | (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| |
| | (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
| | (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
| | (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
| | (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
| | (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| |
| | (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
|
| |
| | (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| | | | |
| CUSIP No. 03843E104 | SCHEDULE 13G/A | Page 8 of 10 Pages |
Item 4. Ownership
The percentages used herein and in the rest of Item 4 are calculated based upon 36,756,150 shares of Common Stock outstanding. This is composed of the 36,756,150 shares of Common Stock outstanding as of September 30, 2020, as reported by the Issuer in its Form 10-Q filed on November 8, 2020, and warrants convertible into 1,530,717 shares of Common Stock owned by Madryn Asset Management, LP as of November 30, 2020 and detailed in this filing.
Madryn Asset Management, LP
(a) Amount beneficially owned: 1,530,717
(b) Percent of class: 4.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,530,717
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,530,717
(iv) Shared power to dispose or to direct the disposition of: 0
Madryn Health Partners, LP
(a) Amount beneficially owned: 566,366
(b) Percent of class: 1.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 566,366
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 566,366
(iv) Shared power to dispose or to direct the disposition of: 0
Madryn Health Partners (Cayman Master), LP
(a) Amount beneficially owned: 964,351
(b) Percent of class: 2.6%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 964,351
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 964,351
(iv) Shared power to dispose or to direct the disposition of: 0
Madryn Health Advisors, LP
(a) Amount beneficially owned: 1,530,717
(b) Percent of class: 4.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,530,717
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,530,717
(iv) Shared power to dispose or to direct the disposition of: 0
Madryn Asset Management, LP ("Madryn Asset Management") is the investment advisor to each of Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (collectively, the "Madryn Funds"). Madryn Health Advisors, LP ("Madryn Health Advisors") is the general partner of each of the Madryn Funds. Each of Madryn Asset Management and Madryn Health Advisors may be deemed to beneficially own the shares of Common Stock issuable upon the exercise of warrants held by the Madryn Funds. Each of Madryn Asset Management and Madryn Health Advisors disclaims beneficial ownership of such shares except to the extent of its respective pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 03843E104 | SCHEDULE 13G/A | Page 9 of 10 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 30, 2020
