Welcome to our dedicated page for Achieve Life Sciences SEC filings (Ticker: ACHV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Achieve Life Sciences SEC filings document current reports on operating results, cytisinicline development updates, governance matters, material agreements, and capital-structure disclosures. Recent Form 8-K filings include furnished financial-results releases and business updates tied to the company’s late-stage specialty pharmaceutical focus on cytisinicline for nicotine dependence.
The filing record also covers executive and board changes, compensatory arrangements, consulting and separation agreements, shareholder voting matters, security-structure disclosures, and clinical or regulatory disclosures related to the cytisinicline program. These filings provide formal records of the company’s corporate events, financial-condition updates, and governance actions as a public biotechnology issuer.
ACHIEVE LIFE SCIENCES, INC. filed an initial Form 3 showing that entities affiliated with TPG, including TPG GP A, LLC, James G. Coulter and Jon Winkelried, have indirect interests in shares of the company through TPG LSI Rise Auriga L.P. (TPG Auriga).
TPG Auriga directly holds 6,877,580 shares of common stock and 6,877,580 warrants, each warrant initially exercisable for one share at an exercise price of $3.51, with the share amount and price subject to adjustment under the warrant terms. The warrants become exercisable after April 17, 2026 and expire based on the timing of U.S. FDA approval of cytisinicline for smoking cessation and related notices.
The warrants include a 19.99% beneficial ownership limitation, preventing TPG Auriga and its affiliates from exercising if they would own more than 19.99% of outstanding common stock after exercise. The reporting persons state that they may be deemed to beneficially own these securities only to the extent of their pecuniary interests and expressly disclaim beneficial ownership beyond that.
Achieve Life Sciences director reports no holdings in initial filing. Director Lucian Iancovici filed a Form 3 as an insider of Achieve Life Sciences, Inc. and reported that he has no securities beneficially owned, with total direct holdings of 0 shares following the reported position.
Frazier Life Sciences entities reported beneficial ownership stakes in Achieve Life Sciences common stock. Frazier Life Sciences Public Fund, L.P. (FLSPF) and related entities collectively report shared beneficial ownership of 6,625,788 shares (6.5%). Frazier Life Sciences XI entities hold 61,958 shares (0.1%) and Frazier Life Sciences XII entities hold 777,090 shares (0.8%). The filing cites 53,239,988 shares outstanding as of March 24, 2026 and notes 49,418,069 shares sold in a private placement on April 17, 2026. The statement discloses additional pre-funded warrants and common warrants with exercise subject to a 9.99% beneficial ownership limitation and clarifies voting/dispositive powers are held as reported.
Achieve Life Sciences reports group beneficial ownership by Venrock-related entities totaling 5,502,064 shares, representing 5.2% of common stock. The filing states the ownership calculation uses 53,239,988 shares outstanding as of March 24, 2026, plus 49,418,069 shares from a private placement closed on April 17, 2026, and 2,751,032 shares issuable upon exercise of warrants.
The report lists the Reporting Persons as Venrock funds and related managers plus Nimish Shah and Bong Koh, with shared voting and dispositive power over the 5,502,064 shares disclosed.
ACHIEVE LIFE SCIENCES, INC. granted CEO and President Andrew D. Goldberg three equity awards tied to the company’s common stock. He received 11,706,270 Performance Restricted Stock Units (PRSUs), 3,601,929 stock options with a $4.25 exercise price, and 1,800,965 time-based Restricted Stock Units (RSUs).
The RSUs vest as to one quarter of the award on the one-year anniversary of April 18, 2026 and then in substantially equal quarterly installments over the next twelve quarters, subject to continued service and potential accelerated vesting under his employment agreement. The options vest one quarter on the one-year anniversary of April 18, 2026 and then in substantially equal monthly installments over thirty-six months, also subject to continued service and potential acceleration.
The PRSUs vest based on eight share price milestones ranging from 2x to 9x of a reference price, together with specified financial performance conditions, with eligibility for accelerated vesting under his employment agreement. Each RSU and PRSU represents a contingent right to receive one share of common stock upon settlement.
ACHIEVE LIFE SCIENCES, INC. director and CEO Andrew D. Goldberg filed an initial Form 3 indicating that he currently has no beneficial ownership of the company’s securities. The filing lists “No securities are beneficially owned” and shows total holdings of 0 shares following the reported position.
Achieve Life Sciences entered a large private placement, raising approximately $180 million upfront through 49,418,069 common shares, 100,500 pre-funded warrants and accompanying warrants, with up to about $354 million in total gross proceeds if all milestone-driven warrants are exercised. The securities are sold at $3.635 per share and warrant combination, or $3.634 per pre-funded warrant and warrant, with common warrants exercisable at $3.51 per share, generally expiring shortly after any FDA approval of cytisinicline for smoking cessation. The company plans to use proceeds to fund a Phase 3 trial in e-cigarette cessation, commercialize cytisinicline, and for general corporate purposes. In connection with the financing, long-time CEO Richard Stewart will step down, and Andrew Goldberg, MD will become Chief Executive Officer and join the board, supported by substantial equity awards tied to share-price and growth milestones, while new investor-designated directors are added to the board.
Achieve Life Sciences entered a large private placement, raising approximately $180 million upfront through 49,418,069 common shares, 100,500 pre-funded warrants and accompanying warrants, with up to about $354 million in total gross proceeds if all milestone-driven warrants are exercised. The securities are sold at $3.635 per share and warrant combination, or $3.634 per pre-funded warrant and warrant, with common warrants exercisable at $3.51 per share, generally expiring shortly after any FDA approval of cytisinicline for smoking cessation. The company plans to use proceeds to fund a Phase 3 trial in e-cigarette cessation, commercialize cytisinicline, and for general corporate purposes. In connection with the financing, long-time CEO Richard Stewart will step down, and Andrew Goldberg, MD will become Chief Executive Officer and join the board, supported by substantial equity awards tied to share-price and growth milestones, while new investor-designated directors are added to the board.
Achieve Life Sciences details its strategy to commercialize cytisinicline, a smoking and vaping cessation drug, while warning of substantial doubt about its ability to continue as a going concern without new capital. The FDA has accepted its NDA for smoking cessation, with a PDUFA target of June 20, 2026 and potential approval delays tied to observations at a third‑party manufacturer. Cytisinicline has shown strong Phase 3 efficacy and a favorable safety profile, and also holds Breakthrough Therapy designation and a Commissioner’s National Priority Voucher for vaping cessation. As of June 30, 2025, non‑affiliate equity value was $103,958,994, and 53,239,988 common shares were outstanding as of March 24, 2026.
Achieve Life Sciences reported a larger net loss in 2025 as it advances cytisinicline toward potential approval and commercialization. For 2025, the company posted a net loss of $54.6 million on total operating expenses of $54.9 million, compared to a net loss of $39.8 million in 2024. Cash, cash equivalents, and marketable securities were $36.4 million as of December 31, 2025.
The FDA has accepted Achieve’s New Drug Application for cytisinicline for adult smoking cessation and assigned a PDUFA date of June 20, 2026. Achieve anticipates a potential U.S. commercial launch in the first half of 2027 and has partnered with Adare Pharma Solutions to manufacture cytisinicline in the U.S., aiming to provide supply chain redundancy and potential cost savings. Clinical data from the ORCA program and published studies support cytisinicline’s efficacy and tolerability in smoking cessation, including in people with COPD and those with multiple prior quit attempts.
Achieve Life Sciences Chief Medical Officer receives a new stock option grant. On January 28, 2026, Mark Lawrence Rubinstein was awarded stock options covering 180,000 shares of Achieve Life Sciences common stock at an exercise price of $4.36 per share.
The option will vest as to one quarter of the total award on the first anniversary of January 28, 2026, then in substantially equal monthly installments over the following 36 months, as long as he continues providing service to the company on each vesting date.