Achieve Life Sciences Files 8-K

TL;DR

ACHV filed an 8-K on 9/27 for a material agreement.

AI Summary

Achieve Life Sciences, Inc. filed an 8-K on September 27, 2024, reporting the entry into a material definitive agreement and filing financial statements and exhibits. The company, formerly known as OncoGenex Pharmaceuticals, Inc. and Sonus Pharmaceuticals Inc., is incorporated in Delaware and headquartered in Bothell, WA.

Why It Matters

This filing indicates a significant event or agreement for Achieve Life Sciences, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting a material definitive agreement and financial statements, with no immediate indication of negative events.

Key Numbers

• 033-80623 — SEC File Number (Identifies the company's filing history with the SEC.)
• 95-4343413 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• ACHIEVE LIFE SCIENCES, INC. (company) — Registrant
• September 27, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 22722 29th Drive SE , Suite 100 Bothell , WA 98021 (address) — Principal Executive Offices
• ONCOGENEX PHARMACEUTICALS, INC. (company) — Former Company Name
• SONUS PHARMACEUTICALS INC (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ACHV The NASDAQ Stock Mar
• $50,000,000 — ng an aggregate offering price of up to $50,000,000 (the " ATM Shares "), through Jefferies

Filing Documents

• achv-20240927.htm (8-K) — 57KB
• achv-ex1_1.htm (EX-1.1) — 320KB
• achv-ex5_1.htm (EX-5.1) — 26KB
• img223336490_0.jpg (GRAPHIC) — 19KB
• 0000950170-24-110066.txt ( ) — 643KB
• achv-20240927.xsd (EX-101.SCH) — 50KB
• achv-20240927_htm.xml (XML) — 6KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On September 27, 2024, Achieve Life Sciences, Inc. (the " Company ") entered into an Open Market Sale Agreement SM (the " Sale Agreement ") with Jefferies LLC (" Jefferies ") as part of routine financial management, under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (" Common Stock "), having an aggregate offering price of up to $50,000,000 (the " ATM Shares "), through Jefferies as sales agent pursuant to an at-the-market offering program (the " ATM Program "). The ATM Shares offered and sold under the ATM Program will be issued pursuant to the Company's Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission on June 28, 2024 (the " Registration Statement "), the prospectus supplement relating to the ATM Program filed on September 27, 2024, and any applicable additional prospectus supplement related to the ATM Program that forms a part of the Registration Statement. Pursuant to the Sale Agreement, Jefferies may sell the ATM Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. Jefferies will use its commercially reasonable efforts to place the ATM Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Sale Agreement provides that Jefferies will be entitled to compensation of up to 3.0% of the gross proceeds of the ATM Shares sold through Jefferies. The Company will also reimburse Jefferies for certain expenses incurred in connection with the Sale Agreement, and also has provided Jefferies with customary indemnification rights. The Company has no obligation to sell any of the ATM Shares under the Sale Agreement and may at any time suspend solicitation and offers under

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed herewith: Exhibit No. Description 1.1 Open Market Sale Agreement SM , dated September 27, 2024, between Achieve Life Sciences, Inc. and Jefferies LLC. 5.1 Opinion of Fenwick & West LLP. 23.1 Consent of Fenwick & West LLP (including in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 27, 2024 /s/ Richard Stewart Richard Stewart Chief Executive Officer (Principal Executive and Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR