Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 29, 2020, as approved by the stockholders of Achieve Life Sciences, Inc.
(the "Company") on May 12, 2020, the Company filed a certificate of amendment
(the "Certificate of Amendment") to its Second Amended and Restated Certificate
of Incorporation with the Secretary of State of the State of Delaware to effect
a reverse stock split of the Company's common stock at a ratio of 1-for-20.
The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on
Form 8-K.
Item 8.01 Other Events.
The Company's board of directors has determined to set the reverse stock split
ratio at 1-for-20. The effective date of the reverse stock split is July 31,
2020, and the shares will begin trading on a split-adjusted basis on July 31,
2020.
Upon the effectiveness of the reverse stock split on July 31, 2020, every twenty
shares of the Company's issued and outstanding common stock will be
automatically combined and reclassified into one issued and outstanding share of
common stock. The reverse stock split will not affect any stockholder's
ownership percentage of the Company's common stock, alter the par value of the
Company's common stock, or modify any voting rights or other terms of the common
stock. Every twenty shares of the Company's common stock underlying outstanding
warrants will also be automatically combined and reclassified into one issued
and outstanding share of common stock.
At the market open on July 31, 2020, the Company's common stock will continue to
trade on The Nasdaq Capital Market under the symbol "ACHV," but will be assigned
a new CUSIP number (004468500) and will trade on a split-adjusted basis.
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ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
3.1 Certificate of Amendment (Reverse Stock Split) to the Second Amended
and Restated Certificate of Incorporation, filed July 29, 2020.
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ACHIEVE LIFE SCIENCES, INC. 
