Current Report Filing (8-k)
June 03 2019 - 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): May 30, 2019
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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1040 West Georgia Street, Suite 1030, Vancouver, B.C. V6E 4H1
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V6E 4H1
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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)
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 (see General Instructions 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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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of exchange on which registered
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Common Stock, par value $0.001 per share
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ACHV
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The NASDAQ Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
On May 30, 2019, Achieve Life Sciences, Inc. (the Company) entered into a Warrant Exercise Agreement (the Agreement) with
Armistice Capital Master Fund, Ltd. (the Holder). Pursuant to the Agreement, the Holder agreed to exercise (i) outstanding warrants to purchase 270,313 shares of the Companys common stock, par value $0.001 per share
(Common Stock), with an exercise price of $3.1445 per share and (ii) outstanding warrants to purchase 837,500 shares of Common Stock with an exercise price of $4.00 per share, for aggregate exercise proceeds to the Company of
approximately $4.2 million (collectively, the Warrant Exercise).
As an inducement for the Warrant Exercise, the Company agreed to issue
to the Holder a new warrant, exercisable for six years, to purchase up to 1,200,000 shares of Common Stock (the New Warrant Shares) at an exercise price of $4.50 per share (the New Warrant). The Company also agreed to file a
registration statement covering the resale of the New Warrant Shares. The New Warrant and New Warrant Shares were offered to the Holder in reliance upon the exemption provided by Rule 506 of Regulation D and Section 4(a)(2) of the
Securities Act of 1933, as amended.
The New Warrant and Agreement are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on
Form 8-K
and are incorporated herein by reference. The above descriptions of the terms of the New Warrant and Agreement are qualified in their entirety by reference to such exhibits.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth under Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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: June 3, 2019
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/s/ John Bencich
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John Bencich
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Chief Financial and Operating Officer
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