Current Report Filing (8-k)
December 15 2017 - 4:07PM
Edgar (US Regulatory)
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): December 11, 2017
ACHIEVE LIFE SCIENCES, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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033-80623
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95-4343413
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1001 W. Broadway, Suite 400
Vancouver, BC
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V6H 4B1
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (604)
736-3678
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 1.01 Entry into a Material Definitive Agreement.
Entry into New Lease
On December 11, 2017, Achieve
Life Sciences, Inc. (the Company) entered into a lease (the New Lease) with 520 Pike Street, Inc. (the Landlord), pursuant to which the Company will lease approximately 3,187 square feet located at Suite 2250 (the
premises) at 520 Pike Tower, Seattle, Washington, 98101, commencing on March 1, 2018, or such later date on which Landlord delivers exclusive possession of the premises to the Company; and further provided, that if such delivery
does not occur by May 1, 2018, Company has the right to terminate the agreement upon provision of notice. The initial term of the New Lease will expire at the end of the month on the third anniversary of the New Lease.
The Companys monthly base rent for the premises will start at approximately $11,685 commencing on May 1, 2015 and will increase on an annual basis
up to approximately $12,397.
In addition, the Company will also be obligated to pay a security deposit to the Landlord of in the amount of $37,192 (subject to periodic reductions in the amount of $12,397 after each of the first and second
anniversaries of the New Lease), which the Landlord may retain for base rent or other damages, in the event of the Companys default under the New Lease.
The Company may not assign or sublet all or any portion of the premises without the consent of the Landlord, and the Landlord shall be entitled to 50% of any
profit which the Company may receive above and beyond the rental price of the New Lease. Upon receipt of notice of the Companys intent to assign or sublease any portion of the leased premises, the Landlord may terminate that portion of the
premises within 30 days (and provided, that if such portion constitutes 50% or more of the total square footage of the premises, the Landlord may terminate the New Lease in its entirety).The foregoing description of the New Lease is a summary,
is not complete, and is qualified in its entirety by the terms and conditions of the actual New Lease, which will be filed as an exhibit to the Companys Annual Report on
Form 10-K
for the year ended
December 31, 2017.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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ACHIEVE LIFE SCIENCES, INC.
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Date: December 15, 2017
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/s/ John Bencich
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John Bencich
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Chief Financial Officer
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