SEATTLE, Wash. and VANCOUVER, British Columbia, October 1, 2018 – Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisine for smoking cessation, today announced that it has entered into a securities purchase agreement with certain institutional investors providing for the purchase and sale of 1,789,258 shares of common stock at a price of $3.1445 per share in a registered direct offering, resulting in total gross proceeds of approximately $5.6 million. The Company also agreed to issue unregistered warrants to the investors in a concurrent private placement to purchase up to 0.5 share of common stock for each share purchased with an exercise price of $3.1445 per share. The warrants will be exercisable upon issuance and will expire five years following the date of issuance. The closing of the sale of the securities is expected to take place on or about October 3, 2018, subject to the satisfaction of customary closing conditions.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc., (NYSE American: LTS) is acting as exclusive placement agent for the registered direct offering and concurrent private placement.

The shares of common stock were offered pursuant to a shelf registration statement on Form S-3 (File No. 333‑207670), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on November 20, 2015. The warrants and shares issuable upon exercise of the warrants were offered in a concurrent private placement and have not been registered under the Securities Act of 1933, as amended.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A prospectus supplement relating to the 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 Ladenburg Thalmann & Co. Inc., Prospectus Department, 277 Park Avenue, 26th Floor, New York, New York 10172 or by email at prospectus@ladenburg.com.

About Achieve & Cytisine
Achieve’s focus is to address the global smoking health epidemic through the development and commerc