ACHIEVE LIFE SCIENCES, INC. 8-K

What Happened

• Achieve Life Sciences, Inc. announced a securities purchase agreement dated April 15, 2026 for a private placement expected to close on or about April 17, 2026 that would raise approximately $180.0 million in gross proceeds before fees. The deal includes 49,418,069 shares of common stock (and, in one case, pre-funded warrants) plus accompanying warrants to purchase up to 49,518,569 additional shares.
• The placement was led by Morgan Stanley & Co. LLC. Common warrants carry a $3.51 exercise price; pre-funded warrants have a $0.001 exercise price and do not expire. If all common warrants are exercised, the company would receive about $173.8 million more in gross proceeds. The company will file a registration statement to allow resale of the issued securities (within 30 days of closing; target effectiveness within 75 days).
• In connection with the financing, CEO Richard Stewart informed the board he will step down as Chief Executive Officer, President and principal executive officer effective April 18, 2026 but will remain a director. The board appointed Andrew Goldberg as CEO, President and a director effective April 18, 2026. Goldberg’s employment includes a $665,000 base salary, a 55% target bonus, and equity grants (RSUs, options and performance RSUs totaling meaningful single-digit %s of fully diluted equity), plus severance and change-in-control protections described in the filing.

Key Details

• Gross proceeds from the private placement: ~ $180.0 million (before fees and expenses); potential additional proceeds of ~ $173.8 million if all common warrants are exercised.
• Securities offered: 49,418,069 common shares (or pre-funded warrants for up to 100,500 shares) plus warrants to purchase up to 49,518,569 shares; per-unit price $3.635 (stock + warrant) or $3.634 (pre-funded warrant + warrant).
• Warrant economics and limits: pre-funded warrant exercise price $0.001 (no expiration); common warrant exercise price $3.51; ownership limitations on warrant exercise (holder may elect 4.99%, 9.99% or 19.99%, max 19.99%).
• Management and board changes: Richard Stewart stepping down as CEO effective April 18, 2026; Andrew Goldberg named CEO and director effective April 18, 2026; two investor-designated directors (Lucian Iancovici and Aaron Royston) appointed effective April 17, 2026, with another to be added by Frazier within 30 days.

Why It Matters

• The capital raise is intended to fund a Phase 3 clinical trial for cytisinicline for e-cigarette cessation, commercialization efforts, and general working capital — key near-term uses that could advance the company’s lead program. The financing will dilute existing shareholders but also provides significant cash runway to execute clinical and commercial plans.
• Management changes (new CEO and additional investor-nominated board members) accompany the financing, indicating a governance and strategic shift tied to the transaction. Investors should note the equity and warrant terms, potential dilution if warrants are exercised, and the registration timeline for resale of the new securities.

Keywords: private placement, financing, warrants, CEO appointment, clinical trial, cytisinicline, dilution, Andrew Goldberg, Richard Stewart.