SEATTLE, Wash. and VANCOUVER, British Columbia, December 17, 2019 — Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine addiction, today announced the pricing of an underwritten public offering of units for gross proceeds of $12 million, prior to deducting underwriting discounts and commissions and estimated offering expenses. The offering is expected to close on December 19, 2019, subject to customary closing conditions.

The offering is comprised of Class A units, priced at a public offering price of $0.60 per unit, with each unit consisting of one share of common stock and a five-year warrant to purchase one share of common stock with an exercise price of $0.60 per share, and Class B units, priced at a public offering price of $999.60 per unit, with each unit comprised of one share of Series B preferred stock, which is convertible into 1,666 shares of common stock, and a five-year warrant to purchase 1,666 shares of common stock, also with an exercise price of $0.60 per share. The Series B preferred stock to be issued in this transaction will include a beneficial ownership blocker but will have no dividend rights (except to the extent that dividends are also paid on the common stock), liquidation preference or other preferences over common stock, and, subject to limited exceptions, will have no voting rights. The securities comprising the units will be immediately separable and issued separately.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc., is the sole book-running manager in connection with th