Washington, D.C. 20549





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



(Exact name of registrant as specified in its charter)








(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)



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


(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:

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(s)


Name of each exchange on which registered

Common Stock, $0.001 par value per share




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 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.









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.


Achieve Life Sciences, Inc.


Date: October 21, 2020


/s/ John Bencich


John Bencich

Chief Executive Officer