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. filing: Paradigm BioCapital Advisors and related reporting persons state beneficial ownership totaling 9,903,712 shares, or 9.2%, of Common Stock as of 04/17/2026. The filing breaks this down into the Fund's and an Account's direct holdings and associated warrants.
The Fund beneficially owns 4,343,768 shares and 4,343,768 shares underlying warrants exercisable within 60 days. The Account beneficially owns 608,088 shares and 608,088 shares underlying warrants exercisable within 60 days. The filing bases percentages on 53,239,988 shares outstanding as of 03/24/2026, plus an additional 49,418,069 shares issued on 04/17/2026 and 4,951,856 shares underlying warrants disclosed in the statement.
TPG-affiliated entities report beneficial ownership of 13,755,160 Achieve Life Sciences common shares, representing 12.6% of the company’s outstanding stock. The position consists of 6,877,580 shares and 6,877,580 shares issuable upon exercise of 6,877,580 warrants at an exercise price of $3.51 per share.
Through TPG LSI Rise Auriga L.P., TPG agreed to purchase 6,877,580 shares and 6,877,580 accompanying warrants in a private placement at $3.635 per share‑and‑warrant combination, for an aggregate purchase price of $25,000,003.30. The warrants are exercisable after closing and remain outstanding until a period linked to potential FDA approval of cytisinicline for smoking cessation, with a 19.99% ownership cap on warrant exercise.
In connection with the investment, TPG Auriga obtained registration rights for resale of the purchased shares and the warrant shares, and its designee, Lucian Iancovici, was appointed to Achieve Life Sciences’ board of directors, with nomination rights for future annual meetings while TPG Auriga holds at least 5% of the outstanding common stock.
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 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.