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)

Registrant’s Telephone Number, Including Area Code: (604) 210-2217

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 1.01 Entry into a Material Definitive Agreement.

On November 14, 2022, Achieve Life Sciences, Inc., a Delaware corporation (the “Company”), entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement 4,093,141 units (each, a “Unit”), each consisting of (i) two shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) a warrant to purchase one share of Common Stock (the “Warrants”), at an offering price of $4.625 per Unit, for aggregate gross proceeds of approximately $18.9 million (the “Offering”). Lake Street Capital Markets, LLC (the “Placement Agent”), acted as the exclusive placement agent for the Offering and, pursuant to the engagement agreement between the Company and the Placement Agent (the “Placement Agent Agreement”), will receive a cash commission equal to 5% of the gross proceeds from the sale of the Units. The net proceeds to the Company, after deducting Placement Agent expenses and commissions and estimated offering expenses payable by the Company, will be approximately $17.9 million.

Each Warrant is exercisable beginning on the six (6) month anniversary of the initial closing date of the Offering (the “Initial Exercise Date”), through the Warrant expiration date, which is the seven (7) year anniversary of the initial closing date of the Offering, except that the Warrants cannot be exercised by a Warrant holder if, after giving effect thereto, such Warrant holder would beneficially own more than 19.99% of the outstanding Common Stock, subject to certain adjustments. The Warrants issued pursuant to the Subscription Agreements are exercisable at a price per share of Common Stock of $4.50, subject to adjustment. Additionally, subject to certain exceptions, if, after the Initial Exercise Date, (i) the volume weighted average price of the Common Stock for each of 30 consecutive trading days (the “Measurement Period”), which Measurement Period commences on the closing date, exceeds 300% of the exercise price (subject to adjustments for stock splits, recapitalizations, stock dividends and similar transactions), (ii) the average daily trading volume for such Measurement Period exceeds $500,000 per trading day and (iii) certain other equity conditions are met, and subject to a beneficial ownership limitation, then the Company may call for cancellation of all or any portion of the Warrants then outstanding.

Pursuant to the Subscription Agreements, on November 18, 2022, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, under which the Company is required to file a registration statement within 60 days following the final closing date of the Offering (the “Registration Statement”). The Registration Statement will register the resale of the Common Stock and the shares of Common Stock issuable upon exercise of the Warrants (the “Registrable Securities”). The Registration Rights Agreement requires that the Company maintain the Registration Statement’s effectiveness until the earlier of the date that (i) the Registrable Securities have been sold or (ii) the Registrable Securities may be sold without any restrictions pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

The foregoing summaries of the Warrants, the Subscription Agreements and the Registration Rights Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference.

ITEM 3.02 Unregistered Sales of Equity Securities

The disclosure required by this Item 3.02 and included in Item 1.01 is incorporated into this Item 3.02 by reference.

The Company offered and sold the Units and the shares of Common Stock underlying the Warrants in reliance on Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

ITEM 8.01 Other Events

On November 15, 2022, the Company issued a press release announcing the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.      

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

________________________

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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