ACHV / Achieve Life Sciences, Inc. - SEC Filings, Annual Report, Proxy Statement

Achieve Life Sciences, Inc.
US ˙ NasdaqCM ˙ US0044685008

Basic Stats
LEI 549300V82ZKZDTAU0A46
CIK 949858
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Achieve Life Sciences, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
August 7, 2025 EX-10.1

Executive Employment Agreement, dated May 9, 2025, by and between Achieve Life Sciences, Inc. and Richard Stewart

EXHIBIT 10.1 ACHIEVE PHARMA UK LIMITED May 9, 2025 Richard Stewart Dear Rick, Achieve Pharma UK Limited (the “Company”) is pleased to continue your employment on the terms set out below and contained in Exhibits A, B, C and D attached. This contract of employment (the “Agreement”) is entered into by and between you and the Company and supersedes all previous agreements and undertakings (if any) re

August 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

e 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 June 30, 2025 or ☐ 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 033-80623 Achieve Life Scienc

August 7, 2025 EX-99.1

Achieve Life Sciences Reports Second Quarter 2025 Financial Results; Provides Updates on Cytisinicline Program Conference Call Scheduled for 8:30 AM EDT Today, August 7, 2025

Exhibit 99.1 Achieve Life Sciences Reports Second Quarter 2025 Financial Results; Provides Updates on Cytisinicline Program Conference Call Scheduled for 8:30 AM EDT Today, August 7, 2025 SEATTLE and VANCOUVER, British Columbia, August 7, 2025 (GLOBE NEWSWIRE) - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a late-stage specialty pharmaceutical company focused on the global development and commercia

August 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 ACHIEVE LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commiss

June 27, 2025 EX-1.1

Underwriting Agreement, dated June 26, 2025

EXHIBIT 1.1 15,000,000 SHARES OF COMMON STOCK AND 15,000,000 COMMON WARRANTS OF ACHIEVE LIFE SCIENCES, INC. UNDERWRITING AGREEMENT June 26, 2025 Citizens JMP Securities, LLC 101 California Street, Suite 1700 San Francisco, CA 94111 And Raymond James & Associates, Inc. 320 Park Avenue, 10th Fl. New York, NY 10022 As the Representatives of the Several underwriters, if any, named in Schedule I hereto

June 27, 2025 EX-4.1

Form of Warrant

EXHIBIT 4.1 WARRANT TO PURCHASE COMMON STOCK OR PRE-FUNDED WARRANTS ACHIEVE LIFE SCIENCES, INC. Warrant Shares: Initial Exercise Date: June 30, 2025 THIS WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 30, 2025 (the

June 27, 2025 424B5

ABOUT THIS PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT SUMMARY RISK FACTORS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS USE OF PROCEEDS DIVIDEND POLICY DILUTION UNDERWRITING LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION INFORMATI

Filed pursuant to Rule 424(b)(5) Registration No. 333-280585 PROSPECTUS SUPPLEMENT (to Prospectus dated July 8, 2024) 15,000,000 Shares of Common Stock Common Warrants to Purchase 15,000,000 Shares of Common Stock or Pre-Funded Warrants We are offering 15,000,000 shares of our common stock and accompanying common warrants to purchase 15,000,000 shares of our common stock or pre-funded warrants pur

June 27, 2025 EX-99.2

Achieve Life Sciences Announces Pricing of $45.0 Million Underwritten Public Offering

EXHIBIT 99.2 Achieve Life Sciences Announces Pricing of $45.0 Million Underwritten Public Offering SEATTLE and VANCOUVER, British Columbia, June 26, 2025 (GLOBE NEWSWIRE) - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a late-stage specialty pharmaceutical company focused on the global development and commercialization of cytisinicline as a treatment of nicotine dependence for smoking cessation, tod

June 27, 2025 EX-99.1

Achieve Life Sciences Announces Proposed Underwritten Public Offering

EXHIBIT 99.1 Achieve Life Sciences Announces Proposed Underwritten Public Offering SEATTLE, Wash. and VANCOUVER, British Columbia, June 26, 2025 (GLOBE NEWSWIRE) – Achieve Life Sciences, Inc. (Nasdaq: ACHV), a late-stage specialty pharmaceutical company focused on the global development and commercialization of cytisinicline as a treatment of nicotine dependence for smoking cessation, today announ

June 27, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 ACHIEVE LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissi

June 26, 2025 424B5

ABOUT THIS PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT SUMMARY RISK FACTORS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS USE OF PROCEEDS DIVIDEND POLICY DILUTION UNDERWRITING LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION INFORMATI

This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, as amended, but the information in this prospectus supplement is not complete and may be changed.

June 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2025 ACHIEVE LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2025 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissio

May 13, 2025 EX-99.1

Achieve Life Sciences Reports First Quarter 2025 Financial Results and Highlights Updates in Cytisinicline Program Reiterates Planned Submission of an NDA for Cytisinicline to FDA in June 2025 Company to Host Conference Call at 8:30 AM EDT Today, Tue

Exhibit 99.1 Achieve Life Sciences Reports First Quarter 2025 Financial Results and Highlights Updates in Cytisinicline Program Reiterates Planned Submission of an NDA for Cytisinicline to FDA in June 2025 Company to Host Conference Call at 8:30 AM EDT Today, Tuesday, May 13, 2025 SEATTLE and VANCOUVER, British Columbia, May 13, 2025 (GLOBE NEWSWIRE) - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a

May 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

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 March 31, 2025 or ☐ 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 033-80623 Achieve Life Science

May 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 ACHIEVE LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissio

April 28, 2025 DEF 14A

BOARD OF DIRECTORS PROPOSAL ONE: ELECTION OF DIRECTORS REPORT OF THE AUDIT COMMITTEE PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROPOSAL THREE: APPROVAL OF AN AMENDMENT TO OUR 2023 NON-EMPLOYEE DIRECTOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

March 11, 2025 EX-19.1

Insider Trading Policy

EXHIBIT 19.1 INSIDER TRADING POLICY THIS POLICY WAS APPROVED BY THE BOARD ON AUGUST 15, 2023 PURPOSE Achieve Life Sciences, Inc. (the “Company,” “we,” “us” or “our”) is committed to promoting high standards of honest and ethical business conduct and compliance with laws, rules and regulations. Because stock is an important part of the Company’s compensation program, our Board of Directors (“Board”

March 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 ACHIEVE LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commiss

March 11, 2025 EX-10.36

Lease Extension Agreement by and between Regus Management Group, LLC and Achieve Life Sciences, Inc., commencing March 1, 2024

EXHIBIT 10.36 Renewal Service Agreement AGREEMENT DATE: OCTOBER 25, 2024 BUSINESS CENTER ADDRESS : CLIENT ADDRESS (NOT A BUSINESS CENTER ADDRESS): Regus Company Name Achieve Life Sciences WA, Bothell – Canyon Park West Contact Name Kevin Nouwens 22722 29th Drive SE Address* 520 Pike Street Suite 100 Suite 2250 Bothell Washington City: Seattle 98021 State/County/Province Washington Municipality/Gov

March 11, 2025 EX-99.1

Achieve Life Sciences Reports Financial Results for Fourth Quarter and Year-End 2024 and Provides Update on the Cytisinicline Development Program Reiterates Planned Cytisinicline NDA Submission Expected at the End of Q2 2025 Company to Host Conferenc

Exhibit 99.1 Achieve Life Sciences Reports Financial Results for Fourth Quarter and Year-End 2024 and Provides Update on the Cytisinicline Development Program Reiterates Planned Cytisinicline NDA Submission Expected at the End of Q2 2025 Company to Host Conference Call at 8:30 AM EDT Today, Tuesday, March 11, 2025 SEATTLE and VANCOUVER, British Columbia, March 11, 2025 (GLOBE NEWSWIRE) - Achieve L

March 11, 2025 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Achieve Life Sciences Technologies Inc., incorporated under the federal laws of Canada Achieve Life Science Inc., a Delaware Corporation Extab Corporation, a Delaware Corporation Achieve Pharma UK Limited, a Limited Company in the United Kingdom

March 11, 2025 EX-10.19

Executive Employment Agreement, dated December 5, 2024, between Achieve Life Sciences, Inc. and Mark K. Oki

EXHIBIT 10.19 Employment Agreement THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Mark K. Oki (the “Executive”) and Achieve Life Sciences, Inc., a Delaware corporation (the “Employer” or the “Company”) as of December 5, 2024 (the “Effective Date”). 1. Duties and Scope of Employment. For the term of this Agreement (“Employment”), the Employer agrees to employ the Executi

March 11, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 033-80623 Achieve Life Sciences, Inc. (Exact name of the registrant

February 10, 2025 EX-99.1

Achieve Life Sciences Announces Positive Outcome of Second Data Safety Monitoring Committee Review for the ORCA-OL Clinical Trial No Safety Concerns Identified by DSMC in the ORCA-OL Long-Term Exposure Trial Achieve Reiterates Planned Cytisinicline N

EXHIBIT 99.1 Achieve Life Sciences Announces Positive Outcome of Second Data Safety Monitoring Committee Review for the ORCA-OL Clinical Trial No Safety Concerns Identified by DSMC in the ORCA-OL Long-Term Exposure Trial Achieve Reiterates Planned Cytisinicline NDA Submission in Q2 2025 SEATTLE and VANCOUVER, British Columbia, February 10, 2025 (GLOBE NEWSWIRE) – Achieve Life Sciences, Inc. (Nasda

February 10, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Comm

January 10, 2025 S-8

As filed with the Securities and Exchange Commission on January 10, 2025

As filed with the Securities and Exchange Commission on January 10, 2025 Registration No.

January 10, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 ACHIEVE LIFE SCIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commis

January 10, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Achieve Life Sciences, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.001 par va

December 9, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commi

December 5, 2024 S-8

As filed with the Securities and Exchange Commission on December 5, 2024

As filed with the Securities and Exchange Commission on December 5, 2024 Registration No.

December 5, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) ACHIEVE LIFE SCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock,

December 5, 2024 EX-99.1

2024 Equity Inducement Plan and forms of award agreements thereunder

EXHIBIT 99.1 ACHIEVE LIFE SCIENCES, INC. 2024 EQUITY INDUCEMENT PLAN 1. PURPOSE. The purpose of this Plan is to provide incentives to attract and motivate eligible employees whose potential contributions are important to the success of the Company, and any Parents and Subsidiaries that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance th

November 14, 2024 CORRESP

ACHIEVE LIFE SCIENCES, INC. 22722 29th Drive SE, Suite 100 Bothell, WA 98021

ACHIEVE LIFE SCIENCES, INC. 22722 29th Drive SE, Suite 100 Bothell, WA 98021 November 14, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Alan Campbell Re: Achieve Life Sciences, Inc. Registration Statement on Form S-3 (File No. 333-283070) Requested Date: November 18, 2024 Requested Time: 4:00 PM Ea

November 7, 2024 EX-10.3

Separation and Release Agreement, dated August 26, 2024, between Achieve Life Sciences, Inc. and John Bencich

EXHIBIT 10.3 August 26, 2024 John Bencich Re: Terms of Separation Dear John: This letter confirms the agreement (“Agreement”) between you and Achieve Life Sciences, Inc. (the “Company”) concerning the terms of your Separation and offers you the compensation we discussed in exchange for a general release of claims and covenant not to sue. 1. Separation Date: August 21, 2024 is your last day of empl

November 7, 2024 S-3

As filed with the Securities and Exchange Commission on November 7, 2024

As filed with the Securities and Exchange Commission on November 7, 2024 Registration No.

November 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 ACHIEVE LIFE SCI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commi

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

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, 2024 or ☐ 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 033-80623 Achieve Life Sci

November 7, 2024 POS AM

As filed with the Securities and Exchange Commission on November 7, 2024.

As filed with the Securities and Exchange Commission on November 7, 2024. Registration No. 333-272641 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-3 Registration Statement UNDER THE SECURITIES ACT OF 1933 Achieve Life Sciences, Inc. (Exact name of registrant as specified in its charter) Delaware 95-4343413 (State or other jurisdic

November 7, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation Of Filing Fee Tables Form S-3 (Form Type) Achieve Life Sciences, Inc.

November 7, 2024 EX-99.1

Achieve Life Sciences Reports Financial Results for Third Quarter 2024 and Provides Corporate Update Company to host conference call at 4:30 PM EST today, Thursday, November 7, 2024

Exhibit 99.1 Achieve Life Sciences Reports Financial Results for Third Quarter 2024 and Provides Corporate Update Company to host conference call at 4:30 PM EST today, Thursday, November 7, 2024 SEATTLE, Wash and VANCOUVER, British Columbia, November 7, 2024 (GLOBE NEWSWIRE) - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a late-stage pharmaceutical company dedicated to the global development and co

November 7, 2024 EX-10.4

Executive Employment Agreement, dated August 26, 2024, between Achieve Life Sciences, Inc. and Thomas B. King

EXHIBIT 10.4 Employment Agreement THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Thomas B. King (the “Executive”) and Achieve Life Sciences, Inc., a Washington corporation (the “Employer” or the “Company”) as of August 26, 2024 (the “Effective Date”). 1. Duties and Scope of Employment. For the term of this Agreement (“Employment”), the Employer agrees to employ the Exec

September 27, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2024 ACHIEVE LIFE S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2024 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Com

September 27, 2024 EX-1.1

Open Market Sale AgreementSM, dated September 27, 2024, between Achieve Life Sciences, Inc. and Jefferies LLC.

EXHIBIT 1.1 OPEN MARKET SALE AGREEMENTSM September 27, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent (the “Agent”), shares of the Company’s common stock, par

September 27, 2024 424B5

Up to $50,000,000 Common Stock

As Filed Pursuant to Rule 424(b)(5) Registration No. 333-280585 PROSPECTUS SUPPLEMENT (to Prospectus dated July 8, 2024) Up to $50,000,000 Common Stock We have entered into an Open Market Sale AgreementSM, or sale agreement, with Jefferies LLC, or Jefferies, relating to shares of our common stock offered by this prospectus supplement. In accordance with the terms of the sale agreement, we may offe

August 26, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 ACHIEVE LIFE SCIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commis

August 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

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 June 30, 2024 or ☐ 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 033-80623 Achieve Life Sciences

August 13, 2024 EX-99.1

Achieve Life Sciences Reports Financial Results for Second Quarter 2024 and Provides Corporate Update Company to host conference call at 4:30 PM EDT today, Tuesday, August 13, 2024

Exhibit 99.1 Achieve Life Sciences Reports Financial Results for Second Quarter 2024 and Provides Corporate Update Company to host conference call at 4:30 PM EDT today, Tuesday, August 13, 2024 SEATTLE, Wash and VANCOUVER, British Columbia, August 13, 2024 (GLOBE NEWSWIRE) - Achieve Life Sciences, Inc. (NASDAQ: ACHV), a late-stage pharmaceutical company dedicated to the global development and comm

August 13, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 ACHIEVE LIFE SCIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commis

July 29, 2024 EX-10.1

Contingent Convertible Debt Agreement, dated July 25, 2024, between Achieve Life Sciences, Inc., and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company.

EXHIBIT 10.1 2024 CONTINGENT CONVERTIBLE DEBT AGREEMENT THIS 2024 CONTINGENT CONVERTIBLE DEBT AGREEMENT (this “Agreement”) is dated as of the Effective Date among (a) SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY (“FCB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY, as a

July 29, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 ACHIEVE LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissi

July 29, 2024 EX-10.2

Registration Rights Agreement, dated July 25, 2024, between Achieve Life Sciences, Inc., and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 25, 2024 by and between Achieve Life Sciences, Inc., a Delaware corporation (the “Company”) and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (the “Lender”). RECITALS WHEREAS, the Company and the Lender are parties to that certain 2024 Contingent Convertible

July 3, 2024 CORRESP

ACHIEVE LIFE SCIENCES, INC. 22722 29th Drive SE, Suite 100 Bothell, WA 98021

ACHIEVE LIFE SCIENCES, INC. 22722 29th Drive SE, Suite 100 Bothell, WA 98021 July 3, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Tamika N. Sheppard Re: Achieve Life Sciences, Inc. Registration Statement on Form S-3 (File No. 333-280585) Requested Date: July 8, 2024 Requested Time: 4:00 PM Eastern

June 28, 2024 EX-4.5

Form of Debt Security

Exhibit 4.5 FORM OF DEBT SECURITY [Face of Security] ACHIEVE LIFE SCIENCES, INC. [If applicable, insert—FOR PURPOSES OF THE ORIGINAL ISSUE DISCOUNT PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, THE ISSUE PRICE OF THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AT STATED MATURITY SET FORTH BELOW (ITS “PRINCIPAL AMOUNT”), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS % OF ITS PRINCIPAL AMOUNT, THE YIELD TO

June 28, 2024 S-3

As filed with the Securities and Exchange Commission on June 28, 2024

As filed with the Securities and Exchange Commission on June 28, 2024 Registration No.

June 28, 2024 EX-4.6

Form of Indenture

Exhibit 4.6 ACHIEVE LIFE SCIENCES, INC. And , as Trustee INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE 1 – DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2. OTHER DEFINITIONS 3 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 4 1.4. RULES OF CONSTRUCTION 4 ARTICLE 2 – THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 5 2.3. E

June 28, 2024 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Achieve Life Sciences, Inc.

June 27, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 ACHIEVE LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissi

June 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 ACHIEVE LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissio

May 20, 2024 SC 13G/A

ACHV / Achieve Life Sciences, Inc. / Contrarian Alpha, LP - AMENDMENT NO. 2 TO THE 13G Passive Investment

SC 13G/A 1 achieve13ga2-123123.htm AMENDMENT NO. 2 TO THE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 004468500 (CUSIP Number) December 31, 2023 (Date of Event which Requires Fi

May 17, 2024 SC 13G

ACHV / Achieve Life Sciences, Inc. / Propel Bio Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 004468500 (CUSIP Number) 3/4/2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

May 9, 2024 EX-99.1

Achieve Life Sciences Reports Financial Results for First Quarter 2024 and Provides Corporate Update Company to host conference call at 4:30 PM EDT today, Thursday, May 9, 2024

Exhibit 99.1 Achieve Life Sciences Reports Financial Results for First Quarter 2024 and Provides Corporate Update Company to host conference call at 4:30 PM EDT today, Thursday, May 9, 2024 SEATTLE, Wash and VANCOUVER, British Columbia, May 9, 2024 (GLOBE NEWSWIRE) Achieve Life Sciences, Inc. (NASDAQ: ACHV), a late-stage pharmaceutical company dedicated to the global development and commercializat

May 9, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commission

May 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

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 March 31, 2024 or ☐ 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 033-80623 Achieve Life Science

May 2, 2024 CORRESP

ACHIEVE LIFE SCIENCES, INC. 22722 29th Drive SE, Suite 100 Bothell, WA 98021

ACHIEVE LIFE SCIENCES, INC. 22722 29th Drive SE, Suite 100 Bothell, WA 98021 May 2, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Lauren Hamill Re: Achieve Life Sciences, Inc. Registration Statement on Form S-3 (File No. 333-278961) Requested Date: May 6, 2024 Requested Time: 4:00 PM Eastern Time L

April 26, 2024 S-3

As filed with the Securities and Exchange Commission on April 26, 2024

As filed with the Securities and Exchange Commission on April 26, 2024 Registration No.

April 26, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 26, 2024 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Achieve Life Sciences, Inc.

March 28, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 033-80623 Achieve Life Sciences, Inc. (Exact name of the registrant

March 28, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Achieve Life Sciences, Inc.

March 28, 2024 EX-99.1

Achieve Life Sciences Reports Financial Results for Fourth Quarter and Year-End 2023 and Provides Corporate Update Company to host conference call at 4:30 PM EDT today, Thursday, March 28, 2024

Exhibit 99.1 Achieve Life Sciences Reports Financial Results for Fourth Quarter and Year-End 2023 and Provides Corporate Update Company to host conference call at 4:30 PM EDT today, Thursday, March 28, 2024 SEATTLE, Wash and VANCOUVER, British Columbia, March 28, 2024 (GLOBE NEWSWIRE) — Achieve Life Sciences, Inc. (NASDAQ: ACHV), a late-stage pharmaceutical company committed to the global developm

March 28, 2024 EX-10.10

Form of Indemnification Agreement for Officers and Directors of the Company

EXHIBIT 10.10 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT ("Agreement") is made as of , between ACHIEVE LIFE SCIENCES, INC., a Delaware corporation (the "Company"), and ("Indemnitee"), an officer and/or member of the Board of Directors of the Company. WHEREAS, the Company desires the benefits of having Indemnitee serve as an officer and/or director secure in the knowledge that expens

March 28, 2024 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Achieve Life Sciences Technologies Inc., incorporated under the federal laws of Canada Achieve Life Science Inc., a Delaware Corporation Extab Corporation, a Delaware Corporation Achieve Pharma UK Limited, a Limited Company in the United Kingdom

March 28, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commiss

March 28, 2024 S-8

As filed with the Securities and Exchange Commission on March 28, 2024

As filed with the Securities and Exchange Commission on March 28, 2024 Registration No.

March 28, 2024 EX-10.21

Share Purchase Agreement, by and between Sopharma AD and Achieve Life Sciences, Inc., dated May 14, 2015*

EXHIBIT 10.21 DATED 14 May 2015 (1) EXTAB PHARMA, INC. and (2) SOPHARMA AD SHARE PURCHASE AGREEMENT 1 CONTENTS 1. INTERPRETATION 1 2. SALE AND PURCHASE 4 3. PURCHASE PRICE 4 4. COMPLETION 5 5. WARRANTIES 6 6. LIMITATIONS ON CLAIMS 6 7. RESTRICTIONS ON THE SELLER 7 8. CONFIDENTIALITY AND ANNOUNCEMENTS 7 9. FURTHER ASSURANCE 8 10. ASSIGNMENT 8 11. ENTIRE AGREEMENT 8 12. VARIATION AND WAIVER 8 13. NO

March 28, 2024 EX-97.0

Compensation Recovery Policy

EXHIBIT 97.0 Achieve Life Sciences, Inc. Compensation Recovery Policy (Adopted August 15, 2023) The Board has determined that it is in the best interests of the Company and its stockholders to adopt this Policy enabling the Company to recover from specified current and former Company executives certain incentive-based compensation in the event of an accounting restatement resulting from material n

March 28, 2024 EX-10.32

Office Lease by and between Regus Management Group, LLC and Achieve Life Sciences, Inc., commencing March 1, 2024

EXHIBIT 10.32 Renewal Service Agreement AGREEMENT DATE: NOVEMBER 9, 2023 BUSINESS CENTER ADDRESS : CLIENT ADDRESS (NOT A BUSINESS CENTER ADDRESS): Regus Company Name Achieve Life Sciences Contact Name Kevin Nouwens WA, Bothell – Canyon Park West Address* 520 Pike Street 22722 29th Drive SE Suite 2250 Suite 100 Washington City: Seattle 98021 State/County/Province Washington Municipality/Governorate

March 11, 2024 SC 13G

ACHV / Achieve Life Sciences, Inc. / FRANKLIN RESOURCES INC Passive Investment

achi24in.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 004468500 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 004468500 (CUSIP Number) February 29, 2024 (Date of Ev

February 29, 2024 EX-99.1

Achieve Life Sciences Announces Pricing of up to $124.2 Million Registered Direct Offering and Concurrent Private Placement $60 million financing upfront with up to an additional $64.2 million tied to exercise of milestone-driven warrants Upfront net

EXHIBIT 99.1 Achieve Life Sciences Announces Pricing of up to $124.2 Million Registered Direct Offering and Concurrent Private Placement $60 million financing upfront with up to an additional $64.2 million tied to exercise of milestone-driven warrants Upfront net proceeds to provide funds to conduct clinical development of cytisinicline through New Drug Application submission expected in 1H 2025,

February 29, 2024 EX-4.1

Form of Common Stock Purchase Warrant (February 2024 Private Placement)

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

February 29, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Comm

February 29, 2024 424B5

13,086,151 Shares of Common Stock

As filed pursuant to Rule 424(b)(5) Registration No. 333-261811 PROSPECTUS SUPPLEMENT (to Prospectus dated January 5, 2022) 13,086,151 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 13,086,151 shares of our common stock at a public offering price of $4.585 per share. In a concurrent private placement, we are also selling to the purcha

February 29, 2024 EX-10.1

Securities Purchase Agreement, dated as of February 28, 2024, by and among Achieve Life Sciences, Inc. and the purchasers identified on the signature pages thereto

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 28, 2024, between Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and con

February 27, 2024 SC 13G

ACHV / Achieve Life Sciences, Inc. / Callahan Patrick J. III Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

December 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 ACHIEVE LIFE SC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2023 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Comm

November 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commi

November 9, 2023 EX-99.1

Achieve Life Sciences Reports Financial Results for Third Quarter and Provides Corporate Update Company to host conference call at 4:30 PM EST today, Thursday, November 9, 2023

Exhibit 99.1 Achieve Life Sciences Reports Financial Results for Third Quarter and Provides Corporate Update Company to host conference call at 4:30 PM EST today, Thursday, November 9, 2023 SEATTLE, Wash and VANCOUVER, British Columbia, November 9, 2023 (GLOBE NEWSWIRE) — Achieve Life Sciences, Inc. (NASDAQ: ACHV), a late-stage pharmaceutical company committed to the global development and commerc

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

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, 2023 or ☐ 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 033-80623 Achieve Life Sci

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 2054916.7 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 2054916.7 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2023 or ☐ 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 033-80623 Achieve Life Scie

August 14, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commis

August 14, 2023 EX-99.1

Achieve Life Sciences Reports Financial Results for Second Quarter 2023 and Provides Corporate Update Company to host conference call tomorrow, Tuesday, August 15, 2023, at 8:30 AM EDT

Exhibit 99.1 Achieve Life Sciences Reports Financial Results for Second Quarter 2023 and Provides Corporate Update Company to host conference call tomorrow, Tuesday, August 15, 2023, at 8:30 AM EDT SEATTLE, Wash and VANCOUVER, British Columbia, August 14, 2023 (GLOBE NEWSWIRE) — Achieve Life Sciences, Inc. (NASDAQ: ACHV), a late-stage pharmaceutical company committed to the global development and

June 21, 2023 CORRESP

ACHIEVE LIFE SCIENCES, INC. 22722 29th Drive SE, Suite 100 Bothell, WA 98021

CORRESP ACHIEVE LIFE SCIENCES, INC. 22722 29th Drive SE, Suite 100 Bothell, WA 98021 June 21, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Arzhang Navai Re: Achieve Life Sciences, Inc. Registration Statement on Form S-3 (File No. 333-272641) Requested Date: June 23, 2023 Requested Time: 4:00 PM Ea

June 14, 2023 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 d483990dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation Of Filing Fee Tables Form S-3 (Form Type) Achieve Life Sciences, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Ra

June 14, 2023 S-3

As filed with the Securities and Exchange Commission on June 14, 2023

S-3 1 d483990ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on June 14, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ACHIEVE LIFE SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 95-4343413 (State or other jurisdict

June 9, 2023 EX-3.1

Third Amended and Restated Certificate of Incorporation, filed June 8, 2023

EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACHIEVE LIFE SCIENCES, INC. Achieve Life Sciences, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is Achieve Life Sciences, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of S

June 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 ACHIEVE LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissio

May 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 ACHIEVE LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissio

May 25, 2023 EX-99.1

Achieve Life Sciences Announces Pricing of $16.5 Million Registered Direct Offering

EXHIBIT 99.1 Achieve Life Sciences Announces Pricing of $16.5 Million Registered Direct Offering SEATTLE, Wash. and VANCOUVER, British Columbia, May 25, 2023 - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a late-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine dependence, today announced that it has entered in

May 25, 2023 EX-10.1

Securities Purchase Agreement, dated as of May 25, 2023, by and among Achieve Life Sciences, Inc. and the purchasers identified on the signature pages thereto

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 25, 2023, between Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditio

May 25, 2023 424B5

3,000,000 Shares of Common Stock

As filed pursuant to Rule 424(b)(5) Registration No. 333-261811 PROSPECTUS SUPPLEMENT (to Prospectus dated January 5, 2022) 3,000,000 Shares of Common Stock We are offering 3,000,000 shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is quoted on the Nasdaq Capital Market under the symbol “ACHV.” On May 24, 2023, the last reported sa

May 23, 2023 EX-99.2

Forward Looking Statements This presentation contains forward-looking statements, including, but not limited to, statements regarding the timing of planned clinical development activities of cytisinicline; the projected path toward potential regulato

ORCA-3 Phase 3 Topline Data NASDAQ: ACHV | May 23, 2023 Exhibit 99.2 Forward Looking Statements This presentation contains forward-looking statements, including, but not limited to, statements regarding the timing of planned clinical development activities of cytisinicline; the projected path toward potential regulatory approval; the safety, efficacy and commercial potential of cytisinicline; the

May 23, 2023 EX-99.1

Achieve Life Sciences Reports Statistically Significant Smoking Cessation Benefit for Cytisinicline in Second, Confirmatory Phase 3 Clinical Trial ORCA-3 demonstrated statistically significant topline results in primary and secondary smoking cessatio

EXHIBIT 99.1 Achieve Life Sciences Reports Statistically Significant Smoking Cessation Benefit for Cytisinicline in Second, Confirmatory Phase 3 Clinical Trial ORCA-3 demonstrated statistically significant topline results in primary and secondary smoking cessation endpoints for both 6- and 12-week cytisinicline treatment durations compared to placebo Cytisinicline demonstrated 6x increase in odds

May 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 ACHIEVE LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissio

May 17, 2023 EX-10.2

Form of Registration Rights Agreement

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 15, 2023 by and among Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, SVB Innovation Credit Fund VIII, L.P. and Innovation Credit Fund VIII-A, L.P. (each, a “Lender” and collectively, the “Len

May 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 ACHIEVE LIFE SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissio

May 17, 2023 EX-10.1

2023 Convertible Contingent Debt Agreement, dated May 15, 2023, by and among Achieve Life Sciences, Inc., Silicon Valley Bank, SVB Innovation Credit Fund VIII, L.P. and SVB Innovation Credit Fund VIII-A, L.P.

EXHIBIT 10.1 2023 CONTINGENT CONVERTIBLE DEBT AGREEMENT THIS 2023 CONTINGENT CONVERTIBLE DEBT AGREEMENT (this “Agreement”) is dated as of the Effective Date among (a) SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY (“FCB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY, as a

May 16, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 033-80623 Achieve Life Sciences, Inc. (Exact name of the registran

May 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 ACHIEVE LIFE SCIENCES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commission

May 9, 2023 EX-99

Achieve Life Sciences Reports Financial Results for First Quarter 2023 and Provides Corporate Update Company to host conference call at 4:30 PM EDT today, May 9, 2023

Exhibit 99.1 Achieve Life Sciences Reports Financial Results for First Quarter 2023 and Provides Corporate Update Company to host conference call at 4:30 PM EDT today, May 9, 2023 SEATTLE, Wash. and VANCOUVER, British Columbia, May 9, 2023 (GLOBE NEWSWIRE) - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a late-stage pharmaceutical company committed to the global development and commercialization of

May 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

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 March 31, 2023 or ☐ 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 033-80623 Achieve Life Science

May 3, 2023 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commiss

April 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d464571ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

April 18, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 d464571dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

April 18, 2023 EX-99.1

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated April 18, 2023 with respect to the shares of Common Stock, par value $0.001 par value per share, of Achieve Life Sciences, Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant t

April 18, 2023 SC 13G

ACHV / Achieve Life Sciences Inc. / DIALECTIC CAPITAL MANAGEMENT, LP - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g0760901104182023.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Titl

March 30, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 ACHIEVE LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commiss

March 30, 2023 EX-99.1

Achieve Life Sciences Announces Refresh to Board of Directors

Exhibit 99.1 Achieve Life Sciences Announces Refresh to Board of Directors SEATTLE, Wash. and VANCOUVER, British Columbia, March 30, 2023 - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a late-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine dependence, today announced changes to the Company’s Board of Director

March 23, 2023 SC 13D/A

ACHV / Achieve Life Sciences Inc. / DIALECTIC CAPITAL MANAGEMENT, LP - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 ACHIEVE LIFE SCIENCES, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 004468500 (CUSIP Number) DIALECTIC

March 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 ACHIEVE LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commiss

March 23, 2023 SC 13D/A

ACHV / Achieve Life Sciences Inc. / DIALECTIC CAPITAL MANAGEMENT, LP - AMENDMENT TO THE COOPERATION AGREEMENT, DATED MARCH 21, 2023 Activist Investment

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March 23, 2023 EX-10.1

Amendment to Cooperation Agreement, dated March 21, 2023, by and among Achieve Life Sciences, Inc., Dialectic Capital Management, LP and the other parties set forth on the signature pages thereto

Exhibit 10.1 ACHIEVE LIFE SCIENCES, INC. 1040 West Georgia Street, Suite 1030 Vancouver, BC V6E 4H1 March 21, 2023 Dialectic Capital Management, LP 119 Rowayton Avenue, 2nd Floor Norwalk, Connecticut 06853 Re:Amendment to Cooperation Agreement Ladies and Gentlemen: This amendment (this “Amendment”) refers to that certain Cooperation Agreement by and between Achieve Life Sciences, Inc., a Delaware

March 16, 2023 S-8

As filed with the Securities and Exchange Commission on March 16, 2023

As filed with the Securities and Exchange Commission on March 16, 2023 Registration No.

March 16, 2023 EX-10.26

Amended and Restated Employment Agreement, dated September 27, 2022, by and between Achieve Life Sciences, Inc. and Cindy Jacobs ††

EXHIBIT 10.26 Amended and Restated Employment Agreement THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Cindy Jacobs (the “Executive”) and Achieve Life Sciences, Inc., a Washington corporation (the “Employer” or the “Company”) as of September 27, 2022 (the “Effective Date”). This Agreement supersedes the Executive’s Amended and Restated Employment Agreement, dated Septem

March 16, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Achieve Life Sciences, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.001 par va

March 16, 2023 EX-10.22

Amendment to Office Lease, dated December 16, 2022, by and between 0846869 B.C. Ltd. and Achieve Life Sciences Technologies Inc.

EXHIBIT 10.22 LEASE EXTENSION AGREEMENT THIS AGREEMENT is dated for reference the 16TH day of December, 2022, AMONG: 0846869 B.C.LTD. (the "Landlord") AND: ACHIEVE LIFE SCIENCES TECHNOLOGIES INC. (the "Tenant") WHEREAS: A. Pursuant to a lease dated November 19, 2018 (the "Lease"), between the Landlord, as landlord, and the Tenant, as tenant, the Tenant leases from the Landlord those certain premis

March 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 ACHIEVE LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commiss

March 16, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 033-80623 Achieve Life Sciences, Inc. (Exact name of the registrant

March 16, 2023 EX-99.1

Achieve Life Sciences Reports Financial Results for Fourth Quarter and Year-End 2022 and Provides Corporate Update Company to host conference call March 16, 2023, at 4:30 PM EST

Exhibit 99.1 Achieve Life Sciences Reports Financial Results for Fourth Quarter and Year-End 2022 and Provides Corporate Update Company to host conference call March 16, 2023, at 4:30 PM EST SEATTLE, Wash and VANCOUVER, British Columbia, Mar. 16, 2023 (GLOBE NEWSWIRE) - Achieve Life Sciences, Inc. (NASDAQ: ACHV), a late-stage clinical pharmaceutical company committed to the global development and

March 16, 2023 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Achieve Life Sciences Technologies Inc., incorporated under the federal laws of Canada Achieve Life Science Inc., a Delaware Corporation Extab Corporation, a Delaware Corporation Achieve Pharma UK Limited, a Limited Company in the United Kingdom

March 16, 2023 EX-10.8

Achieve Life Sciences 2018 Equity Incentive Plan, as amended, and forms of award agreements thereunder††

EXHIBIT 10.8 ACHIEVE LIFE SCIENCES, INC. 2018 EQUITY INCENTIVE PLAN 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist now or in the future, by offering them an opportunity to participate in the Co

March 6, 2023 SC 13D/A

ACHV / Achieve Life Sciences Inc. / DIALECTIC CAPITAL MANAGEMENT, LP - EXHIBIT 99.1 - COOPERATION AGREEMENT, DATED MARCH 1, 2023 Activist Investment

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March 6, 2023 SC 13D/A

ACHV / Achieve Life Sciences Inc. / DIALECTIC CAPITAL MANAGEMENT, LP - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 ACHIEVE LIFE SCIENCES, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 004468500 (CUSIP Number) Dialectic

March 6, 2023 EX-10.1

Cooperation Agreement, dated March 1, 2023, by and among Achieve Life Sciences, Inc., Dialectic Capital Management, LP and the other parties set forth on the signature pages thereto

Exhibit 10.1 ACHIEVE LIFE SCIENCES, INC. 1040 West Georgia Street, Suite 1030 Vancouver, BC V6E 4H1 March 1, 2023 Dialectic Capital Management, LP 119 Rowayton Avenue, 2nd Floor Norwalk, Connecticut 06853 Ladies and Gentlemen: In exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Achieve Life Sciences, Inc., a Delaware corporation (the “Comp

March 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 ACHIEVE LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissi

February 13, 2023 SC 13G/A

ACHV / Achieve Life Sciences Inc / Francis Capital Management, LLC Passive Investment

SC 13G/A 1 achv13gv5.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 004468500 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 10, 2023 SC 13G/A

ACHV / Achieve Life Sciences Inc / SVB FINANCIAL GROUP - SC 13G/A Passive Investment

SC 13G/A 1 d435241dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 004468500 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statemen

January 20, 2023 SC 13D

ACHV / Achieve Life Sciences Inc / DIALECTIC CAPITAL MANAGEMENT, LP - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 ACHIEVE LIFE SCIENCES, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 004468500 (CUSIP Number) DIALECTIC

January 20, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13d0760901101192023.htm JOINT FILING AGREEMENT, DATED JANUARY 20, 2023 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of C

January 12, 2023 424B7

12,279,423 Shares of Common Stock

424B7 1 d420468d424b7.htm 424B7 Table of Contents Filed pursuant to Rule 424(b)(7) Registration Statement No. 333-269059 PROSPECTUS 12,279,423 Shares of Common Stock This prospectus relates to the registration for potential offer and sale from time to time of up to 12,279,423 shares of our common stock, par value $0.001 per share (the “Shares”), by the selling stockholders identified in the “Selli

January 5, 2023 CORRESP

ACHIEVE LIFE SCIENCES, INC. 1040 West Georgia Street, Suite 1030 Vancouver, BC V6E 4H1

CORRESP 1 filename1.htm ACHIEVE LIFE SCIENCES, INC. 1040 West Georgia Street, Suite 1030 Vancouver, BC V6E 4H1 January 5, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Ada D. Sarmento Re: Achieve Life Sciences, Inc. Registration Statement on Form S-3 (File No. 333-269059). Requested Date: January 9

January 3, 2023 S-3/A

As filed with the Securities and Exchange Commission on January 3, 2023

As filed with the Securities and Exchange Commission on January 3, 2023 Registration No.

December 30, 2022 DEL AM

December 30, 2022

DEL AM 1 d445895ddelam.htm DEL AM December 30, 2022 By EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Achieve Life Sciences, Inc. Registration Statement on Form S-3 (File No. 333-269059) Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-3 (File No. 333-269059) filed by Achieve Life Sciences, Inc. on December 29, 2022 (the “

December 29, 2022 S-3

As filed with the Securities and Exchange Commission on December 29, 2022

S-3 Table of Contents As filed with the Securities and Exchange Commission on December 29, 2022 Registration No.

December 29, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 d420468dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation Of Filing Fee Tables Form S-3 (Form Type) Achieve Life Sciences, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Ra

November 25, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2022 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Comm

November 22, 2022 SC 13G/A

ACHV / Achieve Life Sciences Inc / SVB FINANCIAL GROUP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 004468500 (CUSIP Number) November 18, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

November 21, 2022 SC 13G

ACHV / Achieve Life Sciences Inc / DIALECTIC CAPITAL MANAGEMENT, LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 004468500 (CUSIP Number) November 18, 2022 (Date of Event Which Requires Filing of this statement) Check the appropriate box to designate

November 21, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.

November 18, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 ACHIEVE LIFE SC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Comm

November 18, 2022 EX-99.1

Achieve Life Sciences Announces Private Placement of $18.9 Million

Exhibit 99.1 Achieve Life Sciences Announces Private Placement of $18.9 Million SEATTLE, Wash. and VANCOUVER, British Columbia, November 15, 2022 - Achieve Life Sciences, Inc. (NASDAQ: ACHV), a late-stage clinical pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine dependence, today announced that it has entered into

November 18, 2022 EX-10.2

Form of Registration Rights Agreement

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 18, 2022 by and among Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), each of the persons who have executed counterpart signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, the Company has agreed to enter i

November 18, 2022 EX-4.1

Form of Common Stock Purchase Warrant (November 2022)

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

November 18, 2022 EX-10.1

Form of Subscription Agreement.

EXHIBIT 10.1 SUBSCRIPTION AGREEMENT Achieve Life Sciences, Inc. 1040 West Georgia Street, Suite 1030 Vancouver, British Columbia, Canada V6E 4H1 Ladies and Gentlemen: 1. Subscription. As of November 14, 2022, the undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), the number of

November 14, 2022 EX-99.1

Achieve Reports Financial Results for Third Quarter 2022 and Provides Corporate Update Company to host conference call at 4:30 PM EST today, November 14, 2022

Exhibit 99.1 Achieve Reports Financial Results for Third Quarter 2022 and Provides Corporate Update Company to host conference call at 4:30 PM EST today, November 14, 2022 SEATTLE, WA and VANCOUVER, British Columbia, November 14, 2022 (GLOBE NEWSWIRE) ? Achieve Life Sciences, Inc. (NASDAQ: ACHV), a late-stage clinical pharmaceutical company committed to the global development and commercialization

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

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, 2022 or ? 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 033-80623 Achieve Life Sci

November 14, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Comm

August 11, 2022 EX-99.1

Achieve Reports Financial Results for Second Quarter 2022 and Provides Corporate Update Company to host conference call at 4:30 PM EDT today, August 11, 2022

Exhibit 99.1 Achieve Reports Financial Results for Second Quarter 2022 and Provides Corporate Update Company to host conference call at 4:30 PM EDT today, August 11, 2022 SEATTLE, Wash and VANCOUVER, British Columbia, August 11, 2022 ? Achieve Life Sciences, Inc. (NASDAQ: ACHV), a late-stage clinical pharmaceutical company committed to the global development and commercialization of cytisinicline

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

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 June 30, 2022 or ? 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 033-80623 Achieve Life Sciences

August 11, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commis

June 1, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2022 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissio

May 12, 2022 EX-99.1

Achieve Reports Financial Results for First Quarter 2022 and Provides Corporate Update Company to host conference call at 4:30 PM EDT today, May 12, 2022

Exhibit 99.1 Achieve Reports Financial Results for First Quarter 2022 and Provides Corporate Update Company to host conference call at 4:30 PM EDT today, May 12, 2022 SEATTLE, Wash and VANCOUVER, British Columbia, May 12, 2022 ? Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

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 March 31, 2022 or ☐ 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 033-80623 Achieve Life Science

May 12, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissio

April 27, 2022 EX-99.2

This presentation contains forward-looking statements, including, but not limited to, statements regarding the timing of planned clinical development activities of cytisinicline; the projected path toward potential regulatory approval; the safety, ef

ORCA-2 Phase 3 Topline Data NASDAQ: ACHV | April 27, 2022 EXHIBIT 99.2 This presentation contains forward-looking statements, including, but not limited to, statements regarding the timing of planned clinical development activities of cytisinicline; the projected path toward potential regulatory approval; the safety, efficacy and commercial potential of cytisinicline; the potential market for cyti

April 27, 2022 EX-10.2

First Amendment to 2021 Contingent Convertible Debt Agreement dated December 22, 2021 by and among Achieve Life Sciences, Inc., Silicon Valley Bank, and SVB Innovation Credit Fund VIII, L.P.

EX-10.2 3 achv-ex10245.htm EX-10.2 EXHIBIT 10.2 FIRST Amendment to 2021 CONTINGENT CONVERTIBLE DEBT AGREEMENT This First Amendment to 2021 Contingent Convertible Debt Agreement (this “Amendment”) is entered into this 26th day of April, 2022, by and among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VA

April 27, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commiss

April 27, 2022 EX-99.1

Achieve Life Sciences Announces Successful, Statistically Significant Smoking Cessation Results in Phase 3 ORCA-2 Clinical Trial of Cytisinicline in Adult Smokers Clinically robust and statistically significant results in primary and secondary endpoi

EXHIBIT 99.1 Achieve Life Sciences Announces Successful, Statistically Significant Smoking Cessation Results in Phase 3 ORCA-2 Clinical Trial of Cytisinicline in Adult Smokers Clinically robust and statistically significant results in primary and secondary endpoints for both 6- and 12-week cytisinicline treatment compared to placebo Primary endpoints demonstrated 6-8x increased odds of smoking abs

April 27, 2022 EX-10.1

Loan and Security Agreement, dated April 26, 2022, among Achieve Life Sciences, Inc. and Silicon Valley Bank

EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?) is dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (?Bank?), and the borrower listed on Schedule I hereto (?Borrower?). The parties agree as follows: 1LOAN AND TERMS OF PAYMENT 1.1Term Loan. (a)Availability. Subject to the terms and conditions of this Agreement, upon Bo

April 21, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

March 15, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2022 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissi

March 10, 2022 EX-FILING FEES

Filing Fee Table

EXHIBIT 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Achieve Life Sciences, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.001 par va

March 10, 2022 EX-99.2

Form of Inducement Stock Option Agreement

EXHIBIT 99.2 NOTICE OF STOCK OPTION GRANT (UNITED STATES, CANADA, UNITED KINGDOM) ACHIEVE LIFE SCIENCES, INC. GRANT NUMBER: You have been granted an Option to purchase shares of Common Stock of the Company under in this Notice of Stock Option Grant (the ?Notice of Grant?) and the attached Stock Option Agreement, including any special terms and conditions for your country set forth in the appendix

March 10, 2022 S-8

As filed with the Securities and Exchange Commission on March 10, 2022

As filed with the Securities and Exchange Commission on March 10, 2022 Registration No.

March 10, 2022 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Achieve Life Sciences Technologies Inc., incorporated under the federal laws of Canada Achieve Life Science Inc., a Delaware Corporation Extab Corporation, a Delaware Corporation Achieve Pharma UK Limited, a Limited Company in the United Kingdom

March 10, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 033-80623 Achieve Life Sciences, Inc. (Exact name of the registrant

March 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commiss

March 10, 2022 EX-99.1

Achieve Life Sciences Reports Financial Results for Fourth Quarter and Year-End 2021 and Provides Corporate Update Company to host conference call at 4:30 PM EST today, March 10, 2022

Exhibit 99.1 Achieve Life Sciences Reports Financial Results for Fourth Quarter and Year-End 2021 and Provides Corporate Update Company to host conference call at 4:30 PM EST today, March 10, 2022 SEATTLE, Wash and VANCOUVER, British Columbia, March 10, 2022 ? Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercializati

February 14, 2022 SC 13G/A

ACHV / Achieve Life Sciences Inc / Francis Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.2)* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 004468500 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

January 3, 2022 CORRESP

* * *

ACHIEVE LIFE SCIENCES, INC. 1040 West Georgia Street, Suite 1030 Vancouver, BC V6E 4H1 January 3, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Christine Westbrook Re: Achieve Life Sciences, Inc. Registration Statement on Form S-3 (File No. 333-261811) filed December 21, 2021. Requested Date: Janua

December 30, 2021 CORRESP

* * *

ACHIEVE LIFE SCIENCES, INC. 1040 West Georgia Street, Suite 1030 Vancouver, BC V6E 4H1 December 30, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Christine Westbrook Re: Achieve Life Sciences, Inc. Registration Statement on Form S-3 (File No. 333-261811) filed December 21, 2021. Requested Date: Jan

December 29, 2021 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Achieve Life Sciences, Inc. and further agree to the filing of this agreement as an Exhibit

December 29, 2021 EX-99.2

ITEM 7 INFORMATION

EXHIBIT 99.2 ITEM 7 INFORMATION The securities being reported on herein by SVB Financial Group, as a parent holding company, are issuable to SVB Financial Group, SVB Innovation Credit Fund VIII, L.P., and Innovation Credit Fund VIII-A, L.P. upon the exercise of contingent convertible debt held by Silicon Valley Bank, SVB Innovation Credit Fund VIII, L.P., and Innovation Credit Fund VIII-A, L.P., r

December 29, 2021 SC 13G

ACHV / Achieve Life Sciences Inc / SVB FINANCIAL GROUP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 004468500 (CUSIP Number) December 22, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

December 22, 2021 EX-10.2

Registration Rights Agreement, dated December 22, 2021, among Achieve Life Sciences, Inc., Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P.

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of December , 2021 by and among Achieve Life Sciences, Inc., a Delaware corporation (the ?Company?), Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P. (each, a ?Lender? and collectively, the ?Lenders?). RECITALS WHEREAS, the Company and the Lenders are parties to that certain 202

December 22, 2021 EX-10.1

Registration Rights Agreement, dated December 22, 2021, among Achieve Life Sciences, Inc., Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P.

EXHIBIT 10.1 2021 CONTINGENT CONVERTIBLE DEBT AGREEMENT THIS 2021 CONTINGENT CONVERTIBLE DEBT AGREEMENT (this ?Agreement?) is dated as of the Effective Date among (a) SILICON VALLEY BANK, a California corporation (?SVB?), in its capacity as administrative agent and collateral agent (?Agent?), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) SVB Innovation Credit Fund VIII, L.P.,

December 22, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Comm

December 22, 2021 DEL AM

December 22, 2021

DEL AM 1 d139782ddelam.htm DEL AM December 22, 2021 By EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Achieve Life Sciences, Inc. Registration Statement on Form S-3 (File No. 333-261811) Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-3 (File No. 333-261811) filed by Achieve Life Sciences, Inc. on December 21, 2021 (the “

December 21, 2021 EX-4.13

Form of Registration Rights Agreement (November 2022)

Exhibit 4.13 ACHIEVE LIFE SCIENCES, INC. And , as Trustee INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE 1 ? DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2. OTHER DEFINITIONS 3 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 4 1.4. RULES OF CONSTRUCTION 4 ARTICLE 2 ? THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 5 2.3.

December 21, 2021 EX-4.12

Form of Debt Security

Exhibit 4.12 FORM OF DEBT SECURITY [Face of Security] ACHIEVE LIFE SCIENCES, INC. [If applicable, insert?FOR PURPOSES OF THE ORIGINAL ISSUE DISCOUNT PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, THE ISSUE PRICE OF THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AT STATED MATURITY SET FORTH BELOW (ITS ?PRINCIPAL AMOUNT?), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS % OF ITS PRINCIPAL AMOUNT, THE YIELD T

December 21, 2021 EX-1.2

ATM Sales Agreement, dated December 21, 2021, by and between the Registrant and Virtu Americas LLC

EX-1.2 2 achv-ex12153.htm EX-1.2 EXHIBIT 1.2 ACHIEVE LIFE SCIENCES, INC. Common Stock (par value $0.001 per share) ATM Sales Agreement December 21, 2021 Virtu Americas LLC One Liberty Plaza 165 Broadway New York, NY 10006 Ladies and Gentlemen: Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with Virtu Americas LLC (the “Agent”), as fo

December 21, 2021 S-3

As filed with the Securities and Exchange Commission on December 21, 2021

As filed with the Securities and Exchange Commission on December 21, 2021 Registration No.

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

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 or ? 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 033-80623 Achieve Life Sci

November 9, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commi

November 9, 2021 EX-99.1

Achieve Reports Financial Results for Third Quarter 2021 and Provides Update on Cytisinicline Development

Exhibit 99.1 Achieve Reports Financial Results for Third Quarter 2021 and Provides Update on Cytisinicline Development SEATTLE, Wash and VANCOUVER, British Columbia, November 9, 2021 - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine addiction, today anno

August 12, 2021 EX-99.1

Achieve Reports Financial Results for Second Quarter 2021 and Provides Corporate Update

Exhibit 99.1 Achieve Reports Financial Results for Second Quarter 2021 and Provides Corporate Update SEATTLE, Wash and VANCOUVER, British Columbia, August 12, 2021 - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine addiction, today announced second quarte

August 12, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 achv-8k20210812.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdic

August 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

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 June 30, 2021 or ☐ 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 033-80623 Achieve Life Sciences

May 25, 2021 EX-99.2

Achieve Life Sciences Announces Pricing of $20 Million Underwritten Public Offering

EX-99.2 5 achv-ex99234.htm EX-99.2 EXHIBIT 99.2 Achieve Life Sciences Announces Pricing of $20 Million Underwritten Public Offering SEATTLE, Wash. and VANCOUVER, British Columbia, May 25, 2021 - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine addiction,

May 25, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 achv-8k20210525.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 ACHIEVE LIFE SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 033-80623 95-4343413 (State or Other Jurisdictio

May 25, 2021 424B5

2,857,143 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-229019 Prospectus supplement (To prospectus dated February 11, 2019) 2,857,143 Shares of Common Stock We are offering 2,857,143 shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is quoted on The Nasdaq Capital Market under the symbol ?ACHV.? On May 24, 2021, the last reported sal

May 25, 2021 EX-1.1

Underwriting Agreement dated May 25, 2021

EX-1.1 2 achv-ex11134.htm EX-1.1 EXHIBIT 1.1 2,857,143 Shares ACHIEVE LIFE SCIENCES, INC. Common Stock UNDERWRITING AGREEMENT May 25, 2021 Oppenheimer & Co. Inc. as Representative of the several Underwriters named in Schedule I hereto c/o Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), propos

May 25, 2021 EX-99.1

Achieve Life Sciences Announces Proposed Underwritten Public Offering

EXHIBIT 99.1 Achieve Life Sciences Announces Proposed Underwritten Public Offering SEATTLE, Wash. and VANCOUVER, British Columbia, May 24, 2021 - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine addiction, today announced a proposed underwritten public of

May 24, 2021 424B5

Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-229019 This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, as amended, but the information in this prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to

May 13, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2021 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissio

May 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

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 March 31, 2021 or ? 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 033-80623 Achieve Life Science

May 13, 2021 EX-99.1

Achieve Reports Financial Results for First Quarter 2021 and Provides Corporate Update

Exhibit 99.1 Achieve Reports Financial Results for First Quarter 2021 and Provides Corporate Update SEATTLE, Wash and VANCOUVER, British Columbia, May 13, 2021 - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine addiction, today announced first quarter 202

March 30, 2021 DEF 14A

- DEF 14A

DEF 14A 1 d137834ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

March 15, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2021 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commissi

March 15, 2021 EX-99.1

Achieve Life Sciences Announces Appointment of Dr. Bridget Martell and Dr. Cindy Jacobs to Board of Directors

Exhibit 99.1 Achieve Life Sciences Announces Appointment of Dr. Bridget Martell and Dr. Cindy Jacobs to Board of Directors SEATTLE, Wash. and VANCOUVER, British Columbia, March 15, 2021 - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine addiction, is plea

March 11, 2021 EX-99.1

Achieve Reports Financial Results for Fourth Quarter and Year-End 2020 and Provides Corporate Update

EX-99.1 2 achv-ex9916.htm EX-99.1 Exhibit 99.1 Achieve Reports Financial Results for Fourth Quarter and Year-End 2020 and Provides Corporate Update SEATTLE, Wash and VANCOUVER, British Columbia, March 11, 2021 - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nic

March 11, 2021 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Achieve Life Sciences Technologies Inc., incorporated under the federal laws of Canada Achieve Life Science Inc., a Delaware Corporation Extab Corporation, a Delaware Corporation Achieve Pharma UK Limited, a Limited Company in the United Kingdom

March 11, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 achv-8k20210311.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2021 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdict

March 11, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 033-80623 Achieve Life Sciences, Inc. (Exact name of the registrant

March 11, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on March 11, 2021 Registration No.

February 17, 2021 EX-1

Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1)

EX-1 2 ex-1.htm Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, par value $0.001 per share, of Achieve Life Sciences, Inc., beneficially owned by them, together with any or all amendments thereto, when an

February 17, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Achieve Life Sciences, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 16, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 2)* Achi

CUSIP No: 004468500 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. 2)* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 004468500 (CUSIP

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 004468500 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 12, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Achieve Life Sciences, Inc. (Name of Issuer) Com

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 004468203 (CUSIP Number) December 31, 2020 (Date of Event which r

February 12, 2021 EX-1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

January 7, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 004468500 (CUSIP Number) December 24, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

December 4, 2020 424B4

2,150,000 Shares of common stock

424B4 1 achv-424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-250074 and 333-251088 2,150,000 Shares of common stock We are offering 2,150,000 shares of common stock, par value $0.001 per share (the “common stock”) at a public offering price of $7.00 per share. The representative of the underwriters has the option to purchase up to 322,500 additional shares of common stock so

December 4, 2020 SC 13G

ACHV / Achieve Life Sciences Inc / PACKER PAUL Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Achieve Life Sciences, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 004468203 (CUSIP Number) December 3, 2020 (Date of Event which requires Filing of this State

December 4, 2020 EX-1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

December 2, 2020 S-1MEF

- S-1MEF

As filed with the U.S. Securities and Exchange Commission on December 2, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Achieve Life Sciences, Inc. (Exact name of Registrant as specified in its charter) Delaware 2835 95-4343413 (State or other jurisdiction of incorporation or organ

November 30, 2020 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 [ ] SHARES of Common Stock of ACHIEVE LIFE SCIENCES, INC. UNDERWRITING AGREEMENT [ ], 2020 Lake Street Capital Markets, LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto 920 2nd Avenue S, Suite 700 Minneapolis, MN 55402 Ladies and Gentlemen: The undersigned, Achieve Life Sciences, Inc., a Delaware corporation (collectively with its subsidiaries,

November 30, 2020 FWP

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-250074 November 30, 2020 NASDAQ:ACHV Corporate Presentation November 2020 ACHIEVE LIFE SCIENCES 1

FWP 1 achv-fwp.htm FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-250074 November 30, 2020 NASDAQ:ACHV Corporate Presentation November 2020 ACHIEVE LIFE SCIENCES 1 Forward Looking Statements This presentation contains forward-looking statements, including, but not limited to, statements regarding the timing of planned clinical development activities of

November 30, 2020 CORRESP

-

CORRESP 1 filename1.htm ACHIEVE LIFE SCIENCES, INC. 1040 West Georgia Street, Suite 1030 Vancouver, British Columbia, V6E 4H1 November 30, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ada D. Sarmento Re: Achieve Life Sciences, Inc. Registration Statement on Form S-1 (File No. 333-250074) originally filed Nove

November 30, 2020 EX-4.11

Form of Underwriter’s Warrant

Exhibit 4.11 ACHIEVE LIFE SCIENCES, INC. WARRANT Warrant No. Original Issue Date: December [ ], 2020 Achieve Life Sciences, Inc., a Delaware corporation (the "Company"), hereby certifies that, as partial compensation for its services as an underwriter to the Company, Lake Street Capital Markets, LLC or its registered assigns (the "Holder") is entitled to purchase from the Company up to a total of

November 30, 2020 S-1/A

- S-1/A

As filed with the Securities and Exchange Commission on November 30, 2020 Registration No.

November 13, 2020 S-1

Form S-1

As filed with the Securities and Exchange Commission on November 13, 2020 Registration No.

November 12, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 achv-8k20201112.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2020 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisd

November 12, 2020 EX-10.3

Amended and Restated Employment Agreement, dated September 28, 2020, by and between Achieve Life Sciences, Inc. and John Bencich

EXHIBIT 10.3 Amended and Restated Employment Agreement THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between John Bencich (the “Executive”) and Achieve Life Sciences, Inc., a Washington corporation (the “Employer” or the “Company”) as of September 28, 2020 (the “Effective Date”). This Agreement supersedes the Executive’s Employment Agreements with the Empl

November 12, 2020 EX-99.1

Achieve Reports Financial Results for Third Quarter 2020 and Provides Corporate and Cytisinicline Development Update

Exhibit 99.1 Achieve Reports Financial Results for Third Quarter 2020 and Provides Corporate and Cytisinicline Development Update SEATTLE, Wash and VANCOUVER, British Columbia, November 12, 2020 - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine addiction

November 12, 2020 10-Q

September 30, 2020

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, 2020 or ☐ 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 033-80623 Achieve Life Sci

November 12, 2020 EX-10.1

Letter of Variation, dated September 28, 2020, by and between Achieve Pharma UK Limited and Richard Stewart††

EXHIBIT 10.1 Richard Stewart September 28, 2020 Dear Richard BACKGROUND You are employed by Achieve Pharma UK Limited (the "Company") pursuant to an employment contract dated 1 August 2017 (the "Contract"). Pursuant to the Contract, you are currently employed as Chairman and Chief Executive Officer (CCEO) of the Company. By mutual agreement, you will cease to be CCEO and take up a new role as Exec

November 12, 2020 EX-10.4

Amended and Restated Employment Agreement, dated September 28, 2020, by and between Achieve Life Sciences, Inc. and Cindy Jacobs

EXHIBIT 10.4 Amended and Restated Employment Agreement THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Cindy Jacobs (the “Executive”) and Achieve Life Sciences, Inc., a Washington corporation (the “Employer” or the “Company”) as of September 28, 2020 (the “Effective Date”). This Agreement supersedes the Executive’s Employment Agreement with OncoGenex, Inc., dated Novembe

November 12, 2020 EX-10.2

Letter of Variation, dated September 28, 2020, by and between Achieve Pharma UK Limited and Anthony Clarke

EXHIBIT 10.2 Anthony Clarke September 28, 2020 Dear Anthony BACKGROUND You are employed by Achieve Pharma UK Limited (the "Company") pursuant to an employment contract dated 1 August 2017 (the "Contract"). Pursuant to the Contract, you are currently employed as President and Chief Scientific Officer of the Company. By mutual agreement, you will step down from your role as President of the Company,

October 22, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 achv-8k20201020.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2020 ACHIEVE LIFE SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 033-80623 95-4343413 (State or Other Jurisdi

October 22, 2020 EX-99.1

October 22, 2020

Exhibit 99.1 October 22, 2020 Dear Fellow Shareholders, We hope this letter finds you and your families safe and healthy. Given that we continue to live in unprecedented times, faced with uncertainty and unique challenges, John and I thought it was appropriate to reach out with an update on the company’s progress. Achieve remains committed to prioritizing the health and safety of our patients, hea

October 21, 2020 8-K

Termination of a Material Definitive Agreement - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2020 ACHIEVE LIFE SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commi

September 30, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2020 ACHIEVE LIFE SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Com

August 20, 2020 8-K

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2020 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commis

August 6, 2020 EX-99.1

Achieve Reports Financial Results for Second Quarter 2020 and Provides Update on Cytisinicline Development Program

Exhibit 99.1 Achieve Reports Financial Results for Second Quarter 2020 and Provides Update on Cytisinicline Development Program SEATTLE, Wash and VANCOUVER, British Columbia, August 6, 2020 - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine addiction, tod

August 6, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdiction of Incorporation) (Commiss

August 6, 2020 10-Q

Quarterly Report - 10-Q

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 June 30, 2020 or ☐ 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 033-80623 Achieve Life Sciences

August 5, 2020 8-K

Entry into a Material Definitive Agreement

8-K 1 achv-8k20200803.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2020 ACHIEVE LIFE SCIENCES, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 033-80623 95-4343413 (State or Other Jurisdict

August 5, 2020 EX-4.1

Form of Pre-Funded Warrant (August 2020)

Exhibit 4.1 FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. Original Issue Date: [ ], 2020 Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its registered assigns (the “Holder”), is entitle

August 5, 2020 424B5

476,187 Shares of Common Stock Pre-funded Warrants to Purchase 142,857 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-229019 Preliminary supplement (To prospectus dated February 11, 2019) 476,187 Shares of Common Stock Pre-funded Warrants to Purchase 142,857 Shares of Common Stock We are offering 476,187 shares of our common stock and, to certain investors whose purchase of common stock would result in the investor, together with its affiliates, beneficially o

August 5, 2020 EX-1.1

Underwriting Agreement dated August 3, 2020

Exhibit 1.1 ACHIEVE LIFE SCIENCES, INC. UNDERWRITING AGREEMENT August 3, 2020 Lake Street Capital Markets, LLC 920 2nd Avenue S, Suite 700 Minneapolis, MN 55402 Ladies and Gentlemen: Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 476,187 shares (“Firm Shares”) of the Company’s commo

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