Achieve Life Sciences Announces Pricing of up to $124.2 Million Registered Direct Offering and Concurrent Private Placement - Seite 2

The registered direct offering and the concurrent private placement are each expected to close on or about March 4, 2024, subject to customary closing conditions. The aggregate gross proceeds from the issuance of common stock in the registered direct offering are expected to be approximately $60.0 million, prior to deducting placement agent fees and estimated offering expenses. The company intends to use the proceeds from the offering to fund clinical development of cytisinicline through NDA submission, expected in 1H 2025, including the ORCA-OL clinical trial, to fund other cytisinicline related research and clinical development activities and for working capital and general corporate purposes. If the milestone-driven warrants issued in the private placement are exercised in full, the company would receive $64.2 million in additional proceeds. The company expects that the net proceeds from the registered direct offering and concurrent private placement, assuming the exercise of all of the milestone-driven warrants, will be sufficient to fund its development of cytisinicline into 2026 and through potential FDA approval.

The shares of common stock are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-261811), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on January 5, 2022.

The milestone-driven warrants being issued in the private placement, along with the securities underlying such milestone-driven warrants, are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the milestone-driven warrants and underlying securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Achieve, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. A prospectus supplement relating to the registered 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 Lake Street Capital Markets, LLC, Prospectus Department, 920 Second Avenue South, Suite 700, Minneapolis, Minnesota 55402 or by email at [e-mail] or JonesTrading Institutional Services LLC, Attention: Equity Capital Markets, 325 Hudson Street, 6th Floor New York, New York 10013; email: [e-mail].