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): June 4, 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, B.C., 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 Capital Market

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 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Achieve Life Sciences, Inc. (the “Company”) was held on June 4, 2025. The following is a brief description of each matter voted upon and the certified voting results.

(1)

Election of seven directors to serve until the Company’s next annual meeting or until the directors’ successors are duly elected and qualified:


	For		Withhold		Broker Non-Votes
Stuart Duty		14,686,624		410,433		11,422,484
Bridget Martell		12,956,648		2,140,409		11,422,484
Thomas B. King		14,716,175		380,882		11,422,484
Thomas Sellig		13,038,445		2,058,612		11,422,484
Richard Stewart		14,727,815		369,242		11,422,484
Nancy R. Phelan		14,859,492		237,565		11,422,484
Kristen Slaoui		14,858,417		238,640		11,422,484

Pursuant to the foregoing votes, the nominees listed above were elected as directors to serve on the Company’s board of directors.

(2)

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:


For	Against		Abstain	Broker Non-votes
26,459,791		53,879	5,871	—

Pursuant to the foregoing votes, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified.

(3)

Approval of an amendment to the Company’s 2023 Non-Employee Director Equity Incentive Plan to increase the number of shares available for issuance thereunder:


For	Against		Abstain	Broker Non-votes
6,736,105		7,982,633	378,319	11,422,484

Pursuant to the foregoing votes, the amendment of the Company's 2023 Non-Employee Director Equity Incentive Plan was not approved.

________________________

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: June 6, 2025	/s/ Mark Oki
	Mark Oki Chief Financial Officer (Principal Financial Officer)

ACHIEVE LIFE SCIENCES, INC. 8-K