SEATTLE and VANCOUVER, British
Columbia, Dec. 19, 2019 /CNW/
-- 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 the closing of an
underwritten public offering of units for gross proceeds of
$13.8 million, which includes the
full exercise of the underwriter's over-allotment option to
purchase additional shares and warrants, prior to deducting
underwriting discounts and commissions and estimated offering
The offering was comprised of Class A units, priced at a public
offering price of $0.60 per unit,
with each unit consisting of one share of common stock and a
five-year warrant to purchase one share of common stock with an
exercise price of $0.60 per share,
and Class B units, priced at a public offering price of
$999.60 per unit, with each unit
comprised of one share of Series B preferred stock, which is
convertible into 1,666 shares of common stock, and a five-year
warrant to purchase 1,666 shares of common stock, also with an
exercise price of $0.60 per share.
The Series B preferred stock issued in this transaction include a
beneficial ownership blocker but have no dividend rights (except to
the extent that dividends are also paid on the common stock),
liquidation preference or other preferences over common stock, and,
subject to limited exceptions, have no voting rights. The
securities comprising the units will be immediately separable and
Ladenburg Thalmann & Co. Inc., a subsidiary of
Ladenburg Thalmann Financial Services Inc. (NYSEAmerican: LTS),
acted as sole book-running manager in connection with the
A total of 12,577,504 shares of common stock, 6,256 shares of
Series B preferred stock convertible into an aggregate of
10,422,496 shares of common stock, and total warrants to purchase
23,000,000 shares of common stock were issued in the offering.
The securities described above were offered pursuant to a
registration statement on Form S-1 (File No. 333-234530), which was
declared effective by the Securities and Exchange Commission (SEC)
on December 17, 2019.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. A
final prospectus relating to this offering was filed by Achieve
with the SEC. Copies of the final prospectus can be obtained at the
SEC's website at www.sec.gov or from Ladenburg Thalmann & Co.
Inc., Prospectus Department, 277 Park Avenue, 26th
Floor, New York, New York 10172,
by calling (212) 409-2000.
About Achieve & Cytisinicline
is currently the leading cause of preventable death and is
responsible for more than eight million deaths annually
worldwide1. It is estimated that 28.7% of cancer deaths
in the U.S. are attributable to cigarette smoking2.
Achieve's focus is to address the global smoking health epidemic
through the development and commercialization of cytisinicline.
Cytisinicline is a plant-based alkaloid with a high binding
affinity to the nicotinic acetylcholine receptor. It is believed to
aid in smoking cessation by interacting with nicotine receptors in
the brain by reducing the severity of nicotine withdrawal symptoms
and by reducing the reward and satisfaction associated with
As an approved, branded product in Central and Eastern Europe for more than two decades, it
is estimated that over 20 million people have used cytisinicline to
help combat nicotine addiction.
Forward Looking Statements
This press release contains
forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact are
statements that could be deemed forward-looking statements. Achieve
may not actually achieve its plans or product development goals in
a timely manner, if at all, or otherwise carry out its intentions
or meet its expectations or projections disclosed in these
forward-looking statements. These statements are based on
management's current expectations and beliefs and are subject to a
number of risks, uncertainties and assumptions that could cause
actual results to differ materially from those described in the
forward-looking statements, including Achieve's Annual Reports on
Form 10-K and Quarterly Reports on Form 10-Q and Achieve's
registration statement on Form S-1 (File No. 333-234530), as
amended. Achieve undertakes no obligation to update the
forward-looking statements contained herein or to reflect events or
circumstances occurring after the date hereof, other than as may be
required by applicable law.
(415) 375-3340 ext. 4
1World Health Organization. WHO Report on the Global
Tobacco Epidemic, 2019. Geneva:
World Health Organization, 2017
2 Annals of Epidemiology, Volume 25, Issue 3, 179 -
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SOURCE Achieve Life Sciences, Inc.