Business Context and Reporting Period
Company: Achieve Life Sciences, Inc. (ACHV)
Filing Type: Form 8-K (Current Report)
Date of Report: April 15, 2026
Reporting Period: Events occurring on April 15, 2026, with effective dates for leadership changes on April 18, 2026.
The filing discloses a material definitive agreement for a private placement of equity securities, the departure of the Chief Executive Officer, the appointment of a new CEO and board members, and the entry into a registration rights agreement.
Key Financial Metrics and Capital Structure
Private Placement Details:
- Gross Proceeds: Approximately $180.0 million anticipated from the initial sale.
- Potential Additional Proceeds: Approximately $173.8 million if all Common Warrants are exercised in full.
- Securities Issued:
- 49,418,069 shares of Common Stock.
- Pre-Funded Warrants to purchase up to 100,500 shares (in lieu of shares for one investor).
- Common Warrants to purchase up to 49,518,569 shares.
- Purchase Price: $3.635 per share/warrant combination (Common Stock) or $3.634 (Pre-Funded Warrants).
- Warrant Exercise Price: $3.51 per share for Common Warrants; $0.001 for Pre-Funded Warrants.
- Warrant Expiration: Later of 20 business days after FDA approval of cytisinicline or two years after stockholder approval for increased authorized shares.
Use of Proceeds: Funding a Phase 3 clinical trial for cytisinicline for e-cigarette cessation, commercialization of cytisinicline, and working capital/general corporate purposes.
Financial Performance: The filing does not provide specific revenue, profit, cash flow, margin, or debt figures for the current period. It references the Annual Report on Form 10-K for the year ended December 31, 2025, for historical financial data.
Material Changes and Corporate Actions
Executive Leadership Changes (Effective April 18, 2026):
- Departure: Richard Stewart, CEO, President, and Director, is stepping down as CEO and President but will remain on the Board. A Separation Agreement is expected, providing severance for separation not for Cause.
- Appointment: Andrew Goldberg appointed as CEO, President, and Director. Dr. Goldberg brings experience from Marshall Wace, Vivo Capital, and McKinsey & Company, and is a board-certified physician.
Board of Directors Changes:
- New Appointments: Lucian Iancovici (designated by TPG Life Sciences Innovations) and Aaron Royston (designated by venBio Partners) appointed effective April 17, 2026.
- Future Appointment: An individual designated by Frazier Life Sciences to be appointed within 30 days of closing.
- Board Size: To be reduced to nine directors effective at the 2026 annual meeting.
Compensation for New CEO (Dr. Goldberg):
- Base Salary: $665,000 annually.
- Target Bonus: 55% of base salary (up to 200% based on performance).
- Equity Grants:
- 1% of fully diluted capitalization in Restricted Stock Units (RSUs).
- 2% of fully diluted capitalization in Stock Options.
- 6.5% of fully diluted capitalization in Performance-Based RSUs (vesting on share price milestones of 2x to 9x reference price).
Outlook, Risks, and Contingencies
Outlook and Catalysts:
- The primary business catalyst is the FDA approval of cytisinicline for smoking cessation in adults, which triggers the exercisability of Common Warrants.
- The company intends to proceed with a Phase 3 clinical trial for e-cigarette cessation using the raised capital.
Risks and Contingencies:
- Closing Conditions: The private placement is anticipated to close on or about April 17, 2026, subject to customary closing conditions.
- Ownership Limitations: Warrant holders cannot exercise if they would beneficially own more than 4.99%, 9.99%, or 19.99% (at election) of outstanding shares.
- Authorized Shares: Warrant exercisability is contingent on the company having sufficient authorized and unreserved shares; otherwise, a stockholder vote to increase authorized shares is required.
- Forward-Looking Statements: The filing includes standard disclaimers regarding risks that could cause actual results to differ materially from expectations, including clinical trial outcomes and regulatory approvals.
Investor Verification Checklist
- Verify the final closing date of the Private Placement and the actual gross proceeds received.
- Confirm the status of the Separation Agreement with Richard Stewart and the specific severance terms once filed in the 10-Q.
- Review the Employment Agreement for Andrew Goldberg (to be filed in the 10-Q) for detailed performance metrics and acceleration clauses.
- Monitor the timeline for the filing of the Registration Statement (required within 30 days of closing) and its effectiveness.
- Track progress on the Phase 3 clinical trial for cytisinicline and any updates regarding FDA approval timelines.
- Check for the appointment of the third incoming director designated by Frazier Life Sciences within 30 days of closing.