Item 1.01
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Entry into a Material Definitive Agreement.
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On June 7, 2019, Achieve Life Sciences, Inc. (the Company), entered into an At The Market Offering Agreement (the Offering
Agreement) with H.C. Wainwright & Co., LLC, as agent (H.C. Wainwright), pursuant to which the Company may offer and sell, from time to time through H.C. Wainwright shares of the Companys common stock, par value
$0.001 per share (the Common Stock), having an aggregate offering price of up to $6.0 million (the Shares).
The offer and
sale of the Shares will be made pursuant to a shelf registration statement on
Form S-3
and the related prospectus (File
No. 333-229019)
filed by the Company
with the Securities and Exchange Commission (the SEC) on December 26, 2018 and declared effective by the SEC on February 11, 2019, as supplemented by a prospectus supplement dated June 7, 2019 and filed with the SEC
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act).
Pursuant to the Offering Agreement, H.C.
Wainwright may sell the Shares by any method permitted by law deemed to be an at the market offering as defined in Rule 415 of the Securities Act, including sales made by means of ordinary brokers transactions, including on The
Nasdaq Capital Market, at market prices or as otherwise agreed with H.C. Wainwright. H.C. Wainwright will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon
instructions from the Company, including any price or size limits or other customary parameters or conditions the Company may impose.
The Company is not
obligated to make any sales of the Shares under the Offering Agreement. The offering of Shares pursuant to the Offering Agreement will terminate upon the earliest of (a) the sale of all of the Shares subject to the Offering Agreement,
(b) the termination of the Offering Agreement by H.C. Wainwright or the Company, as permitted therein, or (c) June 7, 2022.
The Company
will pay H.C. Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and have agreed to provide H.C. Wainwright with customary indemnification and contribution rights. The Company will also reimburse H.C.
Wainwright for certain specified expenses in connection with entering into the Offering Agreement. The Offering Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.
The foregoing description of the Offering Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy
of which is filed herewith as Exhibit 1.1 to this Current Report on
Form 8-K and
is incorporated herein by reference. The opinion of the Companys counsel regarding the validity of the
Shares that will be issued pursuant to the Offering Agreement is also filed herewith as Exhibit 5.1.
This Current Report on
Form 8-K shall
not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of common stock in any state in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.