Achieve Life Sciences sets up $150M ATM stock plan

Achieve Life Sciences, Inc. entered into an Open Market Sale agreement with Jefferies LLC to establish an at-the-market equity offering program.

Rhea-AI Filing Summary

Achieve Life Sciences, Inc. entered into an Open Market Sale agreement with Jefferies LLC to establish an at-the-market equity offering program. Under this ATM program, the company may, at its sole discretion, sell shares of common stock with an aggregate offering price of up to $150.0 million from time to time through Jefferies as sales agent.

Jefferies will receive up to 3.0% of the aggregate gross proceeds from any sales and will use commercially reasonable efforts to place the shares in transactions deemed to be an “at the market offering” under Rule 415(a)(4). The program can be suspended by the company at any time and will end upon sale of the maximum program amount or termination of the agreement. Net proceeds are currently intended for commercialization of cytisinicline, funding a Phase 3 clinical trial for cytisinicline for e-cigarette cessation, and for working capital and general corporate purposes.

Filing Explained

The August 14 agreement creates up to $150.0 million of conditional equity-sale capacity; no stock sale or proceeds receipt is disclosed here.

On August 14, Achieve Life Sciences entered an agreement allowing it to sell up to $150.0 million of new common stock through an ATM program, but the filing leaves sales optional and does not establish an issuance or proceeds receipt.

The shares would be issued under the company’s Form S-3 registration statement and the August 14 prospectus supplement; the registration provides future selling capacity and does not itself sell shares. The filing does not report that any ATM shares were sold.

If shares are sold, the additional shares would increase the total share count and reduce an existing holder’s percentage ownership, absent offsetting changes.

8-K Event Classification

3 items: 2.02, 8.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM program size: $150.0 million Sales agent commission: 3.0% Form S-3 date: January 23, 2026 +1 more

4 metrics

ATM program size $150.0 million Aggregate offering price of common stock under at-the-market program

Sales agent commission 3.0% Maximum percentage of aggregate gross proceeds payable to Jefferies

Form S-3 date January 23, 2026 Date of Registration Statement supporting the ATM shares

Sales Agreement date August 14, 2026 Date Achieve Life Sciences entered the Open Market Sale agreement with Jefferies

Key Terms

at-the-market offering, Rule 415(a)(4), Registration Statement on Form S-3, prospectus supplement, +2 more

6 terms

at-the-market offering financial

"pursuant to an at-the-market offering program (the “ATM Program”)."

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

Rule 415(a)(4) regulatory

"deemed to be an “at the market offering” as defined in Rule 415(a)(4)"

Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.

Registration Statement on Form S-3 regulatory

"issued pursuant to the Company’s Registration Statement on Form S-3 filed"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"the prospectus supplement relating to the ATM Program filed on August 14, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification rights financial

"and also has provided Jefferies with customary indemnification rights."

Phase 3 clinical trial medical

"to fund a Phase 3 clinical trial for cytisinicline for e-cigarette cessation"

A phase 3 clinical trial is a large-scale study that tests a new medical treatment or drug to determine if it is safe and effective for widespread use. It often involves hundreds or thousands of participants and compares the new treatment to existing options or a placebo. For investors, the results of this phase are crucial, as successful outcomes can lead to regulatory approval and commercial success, while failures may halt development.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ATM equity program did ACHV establish with Jefferies LLC?

Achieve Life Sciences entered an Open Market Sale agreement with Jefferies to sell up to $150.0 million of common stock under an at-the-market offering program, with sales made from time to time at the company’s discretion.

How much stock can Achieve Life Sciences (ACHV) sell under the new ATM program?

The company may offer and sell shares of its common stock with an aggregate offering price of up to $150.0 million. Sales occur through Jefferies LLC as sales agent in transactions classified as at-the-market offerings.

What fees will Achieve Life Sciences (ACHV) pay Jefferies for ATM sales?

Jefferies is entitled to compensation of up to 3.0% of the aggregate gross proceeds from ATM share sales. Achieve will also reimburse certain expenses and provide customary indemnification rights under the sales agreement.

How does the Achieve Life Sciences (ACHV) ATM program terminate?

The ATM program will terminate upon the earlier of selling the maximum program amount of shares or termination of the sales agreement by either Achieve Life Sciences or Jefferies in accordance with its terms.

How does Achieve Life Sciences (ACHV) plan to use ATM program proceeds?

Net proceeds from ATM share sales are currently intended for commercialization of cytisinicline, funding a Phase 3 clinical trial for cytisinicline for e-cigarette cessation, and for working capital and general corporate purposes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 04:18 PM Accepted by SEC EDGAR 08/14/2026 - 04:09 PM Learn about SEC filing dates

0000949858false0000949858dei:OtherAddressMember2026-08-142026-08-1400009498582026-08-142026-08-14

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, 2026

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 File Number)		(IRS Employer Identification No.)
22722 29th Drive SE, Suite 100 Bothell, WA				98021
1040 West Georgia, Suite 1030 Vancouver, BC, Canada				V6E 4H1
(Address of Principal Executive Offices)				(Zip Code)

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, par value $0.001 per share	ACHV	The Nasdaq Stock Market LLC

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 8.01. Other Events.

On August 14, 2026, Achieve Life Sciences, Inc. (the “Company”) entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), 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 $150.0 million (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 January 23, 2026 (the “Registration Statement”), the prospectus supplement relating to the ATM Program filed on August 14, 2026, and any applicable additional prospectus supplement related to the ATM Program that forms a part of the Registration Statement.

Pursuant to the Sales 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 Sales Agreement provides that Jefferies will be entitled to compensation of up to 3.0% of the aggregate gross proceeds of the ATM Shares sold under the Sales Agreement. The Company will also reimburse Jefferies for certain expenses incurred in connection with the Sales Agreement, and also has provided Jefferies with customary indemnification rights. The Company has no obligation to sell any of the ATM Shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. The ATM Program will terminate upon the earlier of (i) the sale of the Maximum Program Amount (as defined in the Sales Agreement) or (ii) the termination of the Sales Agreement according to its terms by either the Company or Jefferies. The Sales Agreement contains representations for the benefit of the Company and Jefferies and other terms customary for similar agreements.

The Company currently intends to use the net proceeds from the ATM Program for the commercialization of cytisinicline, to fund a Phase 3 clinical trial for cytisinicline for e-cigarette cessation and for working capital and general corporate purposes.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Open Market Sale AgreementSM, dated August 14, 2026, 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)

________________________

The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

________________________

SIGNATURES

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

	ACHIEVE LIFE SCIENCES, INC.
Date: August 14, 2026	/s/ MARK OKI
	Mark Oki Chief Financial Officer (Principal Financial Officer)

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-1.1 EX-1.1 347.5 KB
• EX-5.1 EX-5.1 23.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 50.2 KB