Achieve Life Sciences (ACHV) outlines CMO Jacobs’ exit and consulting deal

Rhea-AI Filing Summary

Achieve Life Sciences, Inc. reports that it has finalized separation terms with Dr. Cindy Jacobs, who previously informed the board she would resign as Chief Medical Officer and President effective October 6, 2025. On that date, the company and Dr. Jacobs entered into a Separation Agreement and a related Consulting Agreement.

Under these agreements, Dr. Jacobs will continue to provide consulting services until the first business day after U.S. Food and Drug Administration approval of the company’s New Drug Application for cytisinicline. During this consulting period, her existing equity awards will continue to vest. She will receive a lump-sum cash severance of $101,296, accelerated vesting of the unvested portions of her January 2023 and January 2024 time-based stock options upon the end of her consultancy at or after NDA approval, and an extension of the exercise period for those options to 12 months after that termination. The company will also reimburse up to $10,000 in legal fees related to these agreements.

Insights

Biopharma governance and compensation analyst

Key R&D leader transitions to consultant role tied to FDA decision.

The filing shows that Achieve Life Sciences has moved its departing Chief Medical Officer and President, Dr. Cindy Jacobs, into a consulting role that lasts until the first business day following FDA approval of the cytisinicline NDA. This structure helps preserve continuity of clinical and regulatory expertise through the NDA review period, which can be critical for a late-stage biopharma asset.

Compensation is relatively modest and clearly structured: a lump-sum severance of $101,296, continued vesting during consulting, and accelerated vesting for unvested January 2023 and January 2024 stock options once the consultancy ends at or after NDA approval. The company also covers up to $10,000 in legal fees for negotiating these agreements.

The overall impact depends on how effectively responsibilities are transitioned from a combined Chief Medical Officer and President to the remaining leadership team. Subsequent disclosures in future annual or quarterly reports may clarify how the company adjusts its executive structure after the consultancy ends.

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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): October 6, 2025

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 11, 2025, Achieve Life Sciences, Inc. (the “Company”) previously announced that Dr. Cindy Jacobs had informed the Company’s board of directors that she had elected to resign from her role as the Company’s Chief Medical Officer and President, effective as of October 6, 2025 (the “Separation Date”).

In connection with her resignation, on October 6, 2025, the Company and Dr. Jacobs entered into an agreement effective as of the Separation Date (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, Dr. Jacobs will continue to serve as a consultant with the Company until the first business day following the approval of Company’s New Drug Application for cytisinicline from the U.S. Food and Drug Administration (the “NDA Approval”), during which time her existing equity awards will continue to vest and she will receive compensation for her services at outlined in a consulting agreement between the Company and Dr. Jacobs (the “Consulting Agreement”). Dr. Jacobs will also receive (i) a lump-sum cash severance payment of $101,296, which is equivalent to a prorated portion of her target bonus for 2025, (ii) accelerated vesting of the full unvested portion of each outstanding time-based option grant that was granted to her in January 2023 and January 2024 upon the termination of her consultancy at or following the date of the NDA Approval and an extension of the post-termination exercise period of each such option to twelve months following such termination date, and (iii) reimbursement by the Company of up to $10,000 in legal fees incurred by Dr. Jacobs in connection with the negotiation and preparation of the Separation Agreement and the Consulting Agreement.

The foregoing summary of the Separation Agreement and the Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Separation Agreement and the Consulting Agreement, which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

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: October 7, 2025	/s/ MARK OKI
	Mark Oki Chief Financial Officer (Principal Financial Officer)

FAQ

What executive change did Achieve Life Sciences (ACHV) disclose?

Achieve Life Sciences disclosed that Dr. Cindy Jacobs resigned from her roles as Chief Medical Officer and President, effective October 6, 2025, and entered into a separation and consulting arrangement with the company.

Will Dr. Cindy Jacobs continue working with Achieve Life Sciences (ACHV) after her resignation?

Yes. Under a Consulting Agreement, Dr. Jacobs will continue to serve as a consultant until the first business day after FDA approval of Achieve’s New Drug Application for cytisinicline, and her existing equity awards will continue to vest during this period.

What cash severance is Dr. Cindy Jacobs receiving from Achieve Life Sciences?

Dr. Jacobs will receive a lump-sum cash severance payment of $101,296, described as equivalent to a prorated portion of her 2025 target bonus.

How are Dr. Cindy Jacobs’ stock options treated under the separation with Achieve Life Sciences (ACHV)?

The agreements provide for accelerated vesting of the full unvested portion of each outstanding time-based option grant made in January 2023 and January 2024 upon termination of her consultancy at or after NDA approval, and extend the post-termination exercise period for those options to 12 months.

Does Achieve Life Sciences reimburse any of Dr. Cindy Jacobs’ legal fees?

Yes. Achieve Life Sciences agreed to reimburse up to $10,000 of legal fees incurred by Dr. Jacobs in connection with negotiating and preparing the Separation Agreement and Consulting Agreement.

Where can investors find the full terms of Dr. Cindy Jacobs’ separation from Achieve Life Sciences (ACHV)?

The company states that the Separation Agreement and Consulting Agreement will be filed as exhibits to its Annual Report on Form 10-K for the fiscal year ending December 31, 2025.