SEATTLE and VANCOUVER, British
Columbia, Oct. 1, 2018 /CNW/
-- Achieve Life Sciences, Inc. (Nasdaq: ACHV), a
clinical-stage pharmaceutical company committed to the global
development and commercialization of cytisine for smoking
cessation, today announced that it has entered into a securities
purchase agreement with certain institutional investors providing
for the purchase and sale of 1,789,258 shares of common stock at a
price of $3.1445 per share in a
registered direct offering, resulting in total gross proceeds of
approximately $5.6 million. The
Company also agreed to issue unregistered warrants to the investors
in a concurrent private placement to purchase up to 0.5 share of
common stock for each share purchased with an exercise price of
$3.1445 per share. The warrants will
be exercisable upon issuance and will expire five years following
the date of issuance. The closing of the sale of the securities is
expected to take place on or about October
3, 2018, subject to the satisfaction of customary closing
conditions.
Ladenburg Thalmann & Co. Inc., a subsidiary of
Ladenburg Thalmann Financial Services Inc., (NYSE American: LTS) is
acting as exclusive placement agent for the registered direct
offering and concurrent private placement.
The shares of common stock were offered pursuant to a shelf
registration statement on Form S-3 (File No. 333‑207670),
which was declared effective by the United States Securities and
Exchange Commission ("SEC") on November 20,
2015. The warrants and shares issuable upon exercise of the
warrants were offered in a concurrent private placement and have
not been registered under the Securities Act of 1933, as
amended.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. A
prospectus supplement relating to the shares of common stock will
be filed by the Company with the SEC. When available, copies of the
prospectus supplement, together with the accompanying prospectus,
can be obtained at the SEC's website at www.sec.gov or from
Ladenburg Thalmann & Co. Inc., Prospectus Department, 277
Park Avenue, 26th Floor, New York, New
York 10172 or by email at prospectus@ladenburg.com.
About Achieve & Cytisine
Achieve's focus is to
address the global smoking health epidemic through the development
and commercialization of cytisine. Tobacco use is currently the
leading cause of preventable death and is responsible for nearly
six million deaths annually worldwide[1]. It is
estimated that 28.6% of all cancer deaths in the U.S. are
attributable to cigarette smoking[2].
Cytisine is a plant-based alkaloid with a high binding affinity
to the nicotinic acetylcholine receptor. Two prior, large-scale
Phase 3 clinical studies of cytisine, with favorable outcomes, have
been successfully completed in over 2,000 patients. The TASC trial
was a 740 patient, double-blind, placebo controlled trial conceived
by Professor Robert West at
University College London and funded by the U.K. National
Prevention Research Initiative. The CASCAID trial was a 1,310
patient, single-blind, non-inferiority trial comparing cytisine to
nicotine replacement therapy (NRT). The CASCAID trial was conceived
by Dr. Natalie Walker, National
Institute for Health Innovation, University of Auckland and funded by the Health Research
Council of New Zealand. Both
trials were published in the New England Journal of Medicine.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, including, but not
limited to, statements regarding Achieve's financing and
anticipated closing. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements. Achieve may not actually achieve its plans or product
development goals in a timely manner, if at all, or otherwise carry
out its intentions or meet its expectations or projections
disclosed in these forward-looking statements. These statements are
based on management's current expectations and beliefs and are
subject to a number of risks, uncertainties and assumptions that
could cause actual results to differ materially from those
described in the forward-looking statements, including, among
others, the risk that cytisine may not demonstrate the hypothesized
or expected benefits; the risk that Achieve may not be able to
obtain additional financing to fund the development of cytisine;
the risk that cytisine will not receive regulatory approval or be
successfully commercialized; the risk that new developments in the
smoking cessation landscape require changes in business strategy or
clinical development plans; the risk that Achieve's intellectual
property may not be adequately protected; general business and
economic conditions; and the other factors described in the risk
factors set forth in Achieve's filings with the Securities and
Exchange Commission from time to time, including Achieve's Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q. Achieve
undertakes no obligation to update the forward-looking statements
contained herein or to reflect events or circumstances occurring
after the date hereof, other than as may be required by applicable
law.
Achieve Contact
Jason Wong
jwong@bplifescience.com
(415) 375-3340 ext. 4
[1] World Health Organization. WHO Report on the
Global Tobacco Epidemic, 2011, Geneva: World Health Organization, 2011.
[2] Annals of Epidemiology , Volume 25 , Issue 3 , 179 –
182.e1
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SOURCE Achieve Life Sciences