ACHIEVE LIFE SCIENCES INC
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 28, 2024
ACHV$6.78+0.9%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements
| Report of Independent Registered Public Accounting Firm | 64 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | 66 |
| Consolidated Statements of Loss for the years ended December 31, 2023, 2022, and 2021 | 67 |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021 | 68 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 | 69 |
| Notes to Consolidated Financial Statements | 70 |
(2) All schedules are omitted because they are not required or the required information is included in the consolidated financial statements or notes thereto.
(3) Exhibits
| ExhibitNumber · Description · Incorporated by Reference · Filed/FurnishedHerewith | |||||
|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date | |||||
| 3.1 | Third Amended and Restated Certificate of Incorporation, filed June 8, 2023 | 8-K | 033-80623 | 3.1 | June 9, 2023 |
| 3.2 | Certificate of Designation of Preferences, Rights and Limitations, with respect to the Series B Convertible Preferred Stock, filed | 8-K | 033-80623 | 3.1 | December 20, 2019 |
| 3.3 | Sixth Amended and Restated Bylaws | 8-K | 033-80623 | 3.1 | January 5, 2017 |
| 3.4 | Amendment to Sixth Amended and Restated Bylaws | 10-Q | 033-80623 | 3.1 | November 7, 2018 |
| 4.1 | Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 | 10-K | 033-80623 | 4.12 | March 13, 2020 |
| 4.2 | Specimen Certificate of Common Stock | 10-Q | 000-21243 | 4.1 | November 10, 2008 |
| 4.3 | Form of Preferred Stock Certificate | 8-K | 033-80623 | 4.2 | June 20, 2018 |
| 4.4 | Form of Common Stock Purchase Warrant (October 2018 Private Placement) | 8-K | 033-80623 | 4.1 | October 1, 2018 |
| 4.5 | Form of Warrant (May 2019) | 8-K | 033-80623 | 4.1 | June 3, 2019 |
| 4.6 | Form of Common Stock Purchase Warrant (December 2019 Offering) | 8-K | 033-80623 | 4.1 | December 20, 2019 |
| 4.7 | Form of Common Stock Purchase Warrant (April 2020) | 8-K | 033-80623 | 4.1 | April 30, 2020 |
| 4.8 | Form of Pre-Funded Warrant (August 2020) | 8-K | 033-80623 | 4.1 | August 4, 2020 |
| 4.9 | Form of Underwriter’s Warrant | S-1 | 333-250074 | 4.11 | November 30, 2020 |
| 4.10 | Form of Common Stock Purchase Warrant (November 2022) | 8-K | 033-80623 | 4.1 | November 18, 2022 |
| ExhibitNumber · Description · Incorporated by Reference · Filed/FurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date | ||||||
| 4.11 | Form of Common Stock Warrant (March 2023) | 8-K | 033-80623 | 4.1 | February 29, 2024 | |
| 4.12 | Form of Registration Rights Agreement | 8-K | 033-80623 | 10.2 | November 18, 2022 | |
| 4.13 | Registration Rights Agreement, dated May 15, 2023, by and among Achieve Life Sciences, Inc., Silicon Valley Bank, SVB Innovation Credit Fund VIII, L.P. and SVB Innovation Credit Fund VIII-A, L.P. | 8-K | 033-80623 | 10.2 | May 17, 2023 | |
| 10.1 | Form of OncoGenex Pharmaceuticals, Inc. 2010 Stock Option Agreement†† | 8-K | 033-80623 | 10.1 | June 14, 2010 | |
| 10.2 | Form of OncoGenex Pharmaceuticals, Inc. 2010 Restricted Stock Unit Agreement†† | 10-Q | 033-80623 | 10.2 | November 3, 2011 | |
| 10.3 | OncoGenex Pharmaceuticals, Inc. 2010 Performance Incentive Plan, as amended and restated†† | DEF 14A | 033-80623 | Appendix A | April 16, 2015 | |
| 10.4 | Achieve Life Sciences 2017 Equity Incentive Plan†† | DEF 14A | 033-80623 | Appendix A | September 21, 2017 | |
| 10.5 | Form of Achieve Life Sciences Stock Option Agreement†† | 10-Q | 033-80623 | 10.7b | March 1, 2018 | |
| 10.6 | Form of Achieve Life Sciences Restricted Stock Unit Agreement†† | 10-Q | 033-80623 | 10.7c | March 1, 2018 | |
| 10.7 | Achieve Life Sciences 2017 Employee Stock Purchase Plan†† | DEF 14A | 033-80623 | Appendix B | September 21, 2017 | |
| 10.8 | Achieve Life Sciences 2018 Equity Incentive Plan, as amended, and forms of award agreements thereunder†† | 10-K | 033-80623 | 10.8 | March 16, 2023 | |
| 10.9 | Achieve Life Sciences, Inc. 2023 Non-Employee Director Equity Incentive Plan, and forms of award agreements thereunder | DEF 14A | 033-80623 | Appendix B | April 28, 2023 | |
| 10.10 | Form of Indemnification Agreement for Officers and Directors of the Company | X | ||||
| 10.11 | Form of Indemnification Agreement between OncoGenex Technologies Inc. and Cindy Jacobs†† | F-1 | 333-139293 | 10.7 | December 13, 2006 | |
| 10.12 | Employment Agreement between OncoGenex Pharmaceuticals, Inc. and John Bencich†† | 10-Q | 033-80623 | 10.1 | November 10, 2016 | |
| 10.13 | Employment Agreement between the Company and Richard Stewart, executed May 22, 2018 †† | 8-K | 033-80623 | 10.1 | May 23, 2018 | |
| 10.14 | Amended and Restated Employment Agreement, dated September 28, 2020, by | 10-Q | 033-80623 | 10.3 | November 12, 2020 | |
| ExhibitNumber · Description · Incorporated by Reference · Filed/FurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date | ||||||
| and between Achieve Life Sciences, Inc. and John Bencich †† | ||||||
| 10.15 | Amended and Restated Employment Agreement, dated September 27, 2022, by and between Achieve Life Sciences, Inc. and Cindy Jacobs †† | 10-K | 033-80623 | 10.26 | March 16, 2023 | |
| 10.16 | Exclusive License Agreement, by and between Sopharma Joint Stock Company and Extab Corporation, dated May 26, 2009* | S-4/A | 333-216961 | 10.21 | May 3, 2017 | |
| 10.17 | Commercial Agreement on Supply of Pharmaceutical Products, by and between Sopharma AD and Extab Corporation, dated February 1, 2010* | S-4/A | 333-216961 | 10.23 | May 3, 2017 | |
| 10.18 | Variation of Contract, by and between Sopharma AD and Extab Corporation, dated May 14, 2015* | S-4/A | 333-216961 | 10.22 | May 3, 2017 | |
| 10.19 | Variation of Contract, by and between Sopharma AD and Extab Corporation, dated May 14, 2015* | S-4/A | 333-216961 | 10.24 | May 3, 2017 | |
| 10.20 | Technical and Quality Agreement, by and between Sopharma AD and Extab Corporation, dated May 14, 2015* | S-4/A | 333-216961 | 10.25 | May 3, 2017 | |
| 10.21 | Share Purchase Agreement, by and between Sopharma AD and Achieve Life Sciences, Inc., dated May 14, 2015* | X | ||||
| 10.22 | License of Technology, by and between University of Bristol and Achieve Life Science, Inc., dated July 13, 2016* | S-4/A | 333-216961 | 10.27 | May 3, 2017 | |
| 10.23 | Amendment One to License of Technology, dated January 22, 2018, by and between Achieve Life Science, Inc., and the University of Bristol* | 10-Q/A | 033-80623 | 10.1 | May 23, 2018 | |
| 10.24 | Amended and Restated Commercial Agreement on Supply of Pharmaceutical Products, dated July 28, 2017, by and between Achieve Life Science, Inc., and Sopharma AD* | 10-Q | 033-80623 | 10.1 | November 9, 2017 | |
| 10.25 | Letter of Variation, dated September 28, 2020, by and between Achieve Pharma UK Limited and Richard Stewart†† | 10-Q | 033-80623 | 10.1 | November 12, 2020 | |
| 10.26 | Cooperation Agreement, dated March 1, 2023, by and among Achieve Life Sciences, Inc., Dialectic Capital Management, LP and the other parties set forth on the signature pages thereto | 8-K | 033-80623 | 10.1 | March 6, 2023 | |
| ExhibitNumber · Description · Incorporated by Reference · Filed/FurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date | ||||||
| 10.27 | Amendment to Cooperation Agreement, dated March 21, 2023, by and among Achieve Life Sciences, Inc., Dialectic Capital Management, LP and the other parties set forth on the signature pages thereto | 8-K | 033-80623 | 10.1 | March 23, 2023 | |
| 10.28 | 2023 Convertible Contingent Debt Agreement, dated May 15, 2023, by and among Achieve Life Sciences, Inc., Silicon Valley Bank, SVB Innovation Credit Fund VIII, L.P. and SVB Innovation Credit Fund VIII-A, L.P. | 8-K | 033-80623 | 10.1 | May 17, 2023 | |
| 10.29 | Securities Purchase Agreement, dated as of February 28, 2024, by and among Achieve Life Sciences, Inc. and the purchasers identified on the signature pages thereto | 8-K | 033-80623 | 10.1 | February 29, 2024 | |
| 10.30 | Office Lease by and between 0846869 B.C. Ltd. and Achieve Life Sciences Technologies Inc., commencing February 1, 2019 | 10-K | 033-80623 | 10.25 | March, 14, 2019 | |
| 10.31 | Lease Extension Agreement, dated December 16, 2022, by and between 0846869 B.C. Ltd. and Achieve Life Sciences Technologies Inc. | 10-K | 033-80623 | 10.22 | March 16, 2023 | |
| 10.32 | Office Lease by and between Regus Management Group, LLC and Achieve Life Sciences, Inc., commencing March 1, 2024 | X | ||||
| 21.1 | Subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP | X | ||||
| 24.1 | Power of Attorney (included on the signature page hereto) | |||||
| 31.1 | Certification of Chief Executive Officer (Principal Executive Officer and Financial Officer) pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1 | Certification of Chief Executive Officer (Principal Executive Officer and Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | X | ||||
| 97.0 | Compensation Recovery Policy | X | ||||
| ExhibitNumber | Description | Incorporated by Reference | Filed/FurnishedHerewith | ||
| Form | File No. | Exhibit | Filing Date | ||
| 101.INS | Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | X | |||
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 | X | |||
† Schedules and similar attachments to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.
†† Indicates management contract or compensatory plan or arrangement.
- The Company has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulation S-K.
** The certifications attached as Exhibits 32.1 and 32.2 accompany to this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.