Item 1.01 Entry into a Material Definitive Agreement

Registered Direct Offering

On June 29, 2020, Achieve Life Sciences, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain purchasers for the sale of 14,634,146 shares (the "Shares") of the Company's common stock (the "Common Stock") at a price of $0.41 per share, for gross proceeds of approximately $6.0 million before deducting the placement fees and related offering expenses. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

The offering of the Shares (the "Registered Offering") is being made pursuant to the Company's effective shelf registration statement (the "Registration Statement") on Form S-3 (Registration No. 333-229019), including the prospectus dated February 11, 2019 contained therein, and the prospectus supplement dated June 29, 2020.

The Company will pay to Lake Street Capital Markets, LLC, the exclusive placement agent for the Registered Offering, and Ladenburg Thalmann & Co. Inc., the Company's advisor, a cash fee equal to an aggregate of 8% of the gross proceeds generated from the sale of the Shares and will reimburse the placement agent for certain of its expenses in an amount not to exceed $50,000.

The Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the terms of the Purchase Agreement is qualified in its entirety by reference to such exhibit.

The Company is filing the opinion of its counsel, Fenwick & West LLP, as Exhibit 5.1 hereto, regarding the legality of the Shares covered by the Purchase Agreement.

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ITEM 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit
  No.                                   Description

 5.1        Opinion of Fenwick & West LLP

10.1        Securities Purchase Agreement, dated as of June 29, 2020, by and among
          Achieve Life Sciences, Inc. and the purchasers identified on the
          signature pages thereto

23.1        Consent of Fenwick & West LLP (included in Exhibit 5.1)

99.1        Press release of Achieve Life Sciences, Inc. dated June 29, 2020.

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