ACHIEVE LIFE SCIENCES Reports Material Agreements, Equity Sales

TL;DR

**ACHV just dropped an 8-K detailing new and terminated agreements, plus some unregistered equity sales, signaling significant operational and financial changes.**

AI Summary

ACHIEVE LIFE SCIENCES, INC. filed an 8-K on February 28, 2024, reporting on several key events including the entry into and termination of material definitive agreements, results of operations, and unregistered sales of equity securities. The filing indicates a focus on financial and operational changes, with the company's business address in Seattle, WA, and a fiscal year end of December 31. This report also details the company's history, including former names like ONCOGENEX PHARMACEUTICALS, INC. and SONUS PHARMACEUTICALS INC.

Why It Matters

This filing provides transparency into ACHIEVE LIFE SCIENCES' recent operational and financial shifts, including new and terminated agreements and equity sales, which can impact its future strategic direction and financial health.

Risk Assessment

Risk Level: medium — The filing mentions both entry into and termination of material definitive agreements, which could introduce uncertainty regarding the company's strategic direction and future revenue streams.

Key Players & Entities

• ACHIEVE LIFE SCIENCES, INC. (company) — Registrant
• ONCOGENEX PHARMACEUTICALS, INC. (company) — Former Company Name
• SONUS PHARMACEUTICALS INC (company) — Former Company Name
• February 28, 2024 (date) — Date of earliest event reported
• December 31 (date) — Fiscal Year End
• Seattle, WA (company) — Business Address City/State

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ACHV The Nasdaq Capital M
• $4.585 — are (the "Common Stock"), at a price of $4.585 per Share. The Purchase Agreement conta
• $4.906 — ment Warrants have an exercise price of $4.906 per share of Common Stock (or $4.905 pe
• $4.905 — of $4.906 per share of Common Stock (or $4.905 per pre-funded warrant). The Private Pl
• $500,000 — proceeds, up to an aggregate amount of $500,000, generated from the exercise of the Pri
• $100,000 — eir expenses in an amount not to exceed $100,000. The Company estimates that the net p
• $56.2 m — from the Offering will be approximately $56.2 million, after deducting placement agent
• $64.2 million — the Company would receive an additional $64.2 million in gross proceeds. The Company intends
• $15.6 million — cts to report that it had approximately $15.6 million in cash, cash equivalents and restricte

Filing Documents

• achv-20240228.htm (8-K) — 78KB
• achv-ex4_1.htm (EX-4.1) — 308KB
• achv-ex5_1.htm (EX-5.1) — 17KB
• achv-ex10_1.htm (EX-10.1) — 320KB
• achv-ex99_1.htm (EX-99.1) — 28KB
• img9551541_0.jpg (GRAPHIC) — 22KB
• 0000950170-24-023189.txt ( ) — 1062KB
• achv-20240228.xsd (EX-101.SCH) — 51KB
• achv-20240228_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Registered Direct Offering On February 28, 2024, Achieve Life Sciences, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain purchasers (the "Purchasers") for the sale of up to 13,086,151 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a price of $4.585 per Share. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. The offering of the Shares (the "Registered Offering") is being made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-261811), including the prospectus dated January 5, 2022 contained therein, and the prospectus supplement dated February 28, 2024 (the "Prospectus Supplement"). Private Placement The Purchase Agreement also provides for a concurrent private placement (the "Private Placement" and, together with the Registered Offering, the "Offering") of warrants to purchase Common Stock (or, if the purchaser elects, pre-funded warrants) (the "Private Placement Warrants") with the Purchasers. The Private Placement Warrants are exercisable immediately upon issuance until the earlier of (x) three and one-half years after the date of issuance, and (y) 30 days following the Company's public disclosure of the acceptance of an NDA for cytisinicline by the FDA in a Day 74 Letter or equivalent correspondence. The Private Placement Warrants have an exercise price of $4.906 per share of Common Stock (or $4.905 per pre-funded warrant). The Private Placement Warrants may be exercised on a cashless basis in certain limited circumstances as set forth in the Private Placement Warrants. A holder of Private Placement Warrants may not exercise such Private Placement Warrant for s

02 Termination of Material Definitive Agreement

Item 1.02 Termination of Material Definitive Agreement As previously disclosed, on December 21, 2021, the Company entered into an At-the-Market Sales Agreement (the "Sales Agreement") with Virtu Americas LLC ("Virtu") with respect to an "at-the-market" offering program under which the Company could offer and sell, from time to time at the Company's sole discretion, shares of Common Stock through Virtu as its sales agent. In connection with the Offering, effective as of February 28, 2024, the Company terminated the Sales Agreement.

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition On February 29, 2024, the Company filed the Prospectus Supplement with the SEC in connection with the Registered Offering, in which the Company disclosed that it expects to report that it had approximately $15.6 million in cash, cash equivalents and restricted cash as of December 31, 2023. The Company's audited financial statements for the year ended December 31, 2023 are not yet available. Accordingly, the Company's preliminary financial information described herein is an estimate and subject to the completion of the Company's financial closing procedures and any adjustments that may result from the completion of the audit of the Company's financial statements. The preliminary financial information described herein may differ materially from the actual results that will be reflected in the Company's audited financial statements when they are completed and publicly disclosed. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.

02 Unregistered Sales of Securities

Item 3.02 Unregistered Sales of 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 Private Placement Warrants and the shares of Common Stock (and pre-funded warrants) underlying the Private Placement Warrants in reliance on Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On February 29, 2024, the Company issued a press release announcing that it had priced the Offering. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Common Stock Warrant 5.1 Opinion of Fenwick & West LLP 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 23.1 Consent of Fenwick & West LLP (included in Exhibit 5.1) 99.1 Press Release dated February 29, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding the expected net proceeds of the Offering, including the net proceeds from the Private Placement Warrants included therein, the anticipated use of proceeds of the Offering, and the Company's expectations with respect to its financial results for the fiscal year ended December 31, 2023, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the risks identified in the Company's filings with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC on November 9, 2023, the Prospectus Supplement related to the Registered Offering, and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect the Company's results of operations, which would, in turn, have a significant and adverse impact on the Company's stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.

SIGNATURES

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. ACHIEVE LIFE SCIENCES, INC. Date: February 29, 2024 /s/ John Bencich John Bencich Chief Executive Officer (Principal Executive and Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR