SEATTLE, Wash. And VANCOUVER, British Columbia, December 19, 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 closing of an underwritten public offering of units for gross proceeds of $13.8 million, which includes the full exercise of the underwriter’s over-allotment option to purchase additional shares and warrants, prior to deducting underwriting discounts and commissions and estimated offering expenses.
The offering was 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 issued in this transaction include a beneficial ownership blocker but 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, 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. (NYSEAmerican: LTS), acted as sole book-running manager in connection with the offering.
A total of 12,577,504 shares of common stock, 6,256 shares of Series B preferred stock convertible into an aggregate of 10,422,496 shares of common stock, and total warrants to purchase 23,000,000 shares of common stock were issued in the offering.
The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-234530), which was declared effective by the Securities and Exchange Commission (SEC) on December 17, 2019.
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