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): ~~May~~July 292, 2026

ACHIEVE LIFE SCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	033-80623	95-4343413
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
22722 29th Drive SE, Suite 100Bothell, WA		98021
1040 West Georgia, Suite 1030Vancouver, BC, Canada		V6E 4H1
1040 West Georgia, Suite 1030Vancouver, 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~~NASDAQ ~~Stock~~Capital 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.~~03 ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

~~Appointment~~On July 6, 2026, following the Annual Meeting of ~~Board~~Stockholders ~~Members~~(the “Annual Meeting”) of Achieve Life Sciences, Inc. (the “Company”) held on July 2, 2026, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s third amended certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to amend the Certificate of Incorporation as contemplated in Proposal 4 (as described in Item 5.07 below). That description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The Certificate of Amendment was approved by the Company’s board of directors earlier this year and by the Company’s stockholders at the Annual Meeting.

OnItem ~~May 29, 2026, the Board of Directors (the “Board”) of Achieve Life Sciences, Inc~~5.07 ~~(the~~Submission ~~“Company”) appointed Jeff Farrow and Reid Waldman, M.D. (together, the “Incoming Directors”), as directors, effective as~~ of ~~such~~Matters ~~date. Mr. Marrow has also been appointed~~ to ~~the Nominating and Governance Committee of the Board as~~ a ~~member~~Vote ~~and to the Audit Committee~~ of ~~the~~Security ~~Board as its Chair~~Holders. ~~Dr. Waldman has also been appointed to the Commercial Committee of the Board as a member and to the Compensation Committee of the Board as its Chair.~~

The ~~Incoming~~following ~~Directors’~~is ~~compensation~~a ~~will~~brief bedescription ~~as provided under the Company’s non-employee director compensation program (the “Non-Employee Director Compensation Program”). In connection with their appointments as non-employee directors~~ of ~~the Board and consistent with the Non-Employee Director Compensation Program, the Incoming Directors will~~ each bematter ~~entitled~~voted toupon ~~receive~~at ~~a pro-rated $40,000 annual retainer for service as a non-employee director for~~ the ~~Company’s~~Annual ~~fiscal~~Meeting ~~year~~and ~~ending December 31, 2026, as well as additional cash compensation for service on~~ the ~~Board~~certified ~~committees.~~voting In addition, consistent with the Non-Employee Director Compensation Program, the Incoming Directors will each receive a stock option to purchase 47,250 shares of the Company’s common stock, which will vest monthly over three years, subject to continued service to the Companyresults.

(1)

~~The~~Election ~~Company has entered into a standard form~~ of ~~indemnification~~nine ~~agreement~~directors ~~with~~to ~~each~~serve ofuntil the ~~Incoming Directors, in substantially the form that is filed as Exhibit 10.11 to the~~ Company’s ~~Annual~~next ~~Report~~annual onmeeting ~~Form~~or ~~10-K~~until ~~for~~ the ~~year~~directors’ ~~ended~~successors ~~December~~are ~~31,~~duly ~~2025.~~elected and qualified:

There are no arrangements or understandings between either of the Incoming Directors and any other persons pursuant to which they were selected as directors. There are also no family relationships between either of the Incoming Directors and any director or executive officer of the Company, and neither of the Incoming Directors has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.


	For		Withhold		Broker Non-Votes
Jeffrey Farrow		46,282,223		2,026,985		20,641,395
Andrew D. Goldberg		48,062,586		246,622		20,641,395
Lucian Iancovici		48,072,624		236,584		20,641,395
Chris Martin		48,124,855		184,353		20,641,395
Nancy R. Phelan		46,287,800		2,021,408		20,641,395
Aaron Royston		48,077,240		231,968		20,641,395
Thomas Sellig		47,665,074		644,134		20,641,395
Richard Stewart		47,549,760		759,448		20,641,395
Reid Waldman		48,085,775		223,433		20,641,395

~~________________________~~Pursuant to the foregoing votes, the nominees listed above were elected 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, 2026:


For	Against		Abstain	Broker Non-votes
68,612,907		198,133	139,563	—

Pursuant to the foregoing vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.

(3)

Approval, by a non-binding advisory vote, of the compensation paid by the Company to its named executive officers:


For	Against		Abstain	Broker Non-votes
46,351,648		610,744	1,346,816	20,641,395

Pursuant to the foregoing non-binding advisory vote, the compensation paid by the Company to its named executive officers was approved.

(4)

Approval of the Certificate of Amendment to the Certificate of Incorporation to increase the number of the Company's authorized shares of common stock from 150,000,000 shares to 300,000,000 shares:


For	Against		Abstain	Broker Non-votes
64,765,256		3,418,706	766,641	—

Pursuant to the foregoing vote, the Certificate of Amendment was approved.


Item 9.01	Financial Statements and Exhibits.



Exhibit Number		Exhibit Title or Description

3.1		Certificate of Amendment to Third Amended and Restated Certificate of Incorporation, filed July 6, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ACHIEVE LIFE SCIENCES, INC.
Date: June 2, 2026	/s/ MARK OKI
Date: July 6, 2026	/s/ Mark Oki
	Mark OkiChief Financial Officer (Principal Financial Officer)

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