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): October 20, 2020

ACHIEVE LIFE SCIENCES, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 1.02 Termination of a Material Definitive Agreement.

On October 20, 2020, Achieve Life Sciences, Inc. (the “Company”), delivered written notice of termination (the “Termination Notice”) of that At The Market Offering Agreement (the “Offering Agreement”), dated June 7, 2019, by and between the Company and H.C. Wainwright & Co., LLC (“H.C. Wainwright”). The Termination Notice will become effective as of the close of business on October 20, 2020.

As previously reported, pursuant to the terms of the Offering Agreement, the Company could offer and sell shares of its common stock, par value $0.001 per share (“Common Stock”), having an aggregate offering price of up to $6.0 million from time to time through H.C. Wainwright, as agent. The Company did not sell any shares of Common Stock under the Offering Agreement prior to delivering the Termination Notice.

SIGNATURES

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