Transaction led by Frazier Life Sciences, TPG Life Sciences Innovations, venBio Partners, Paradigm BioCapital Advisors and Marshall Wace
SEATTLE, Wash. and VANCOUVER, British Columbia, April 16, 2026 (GLOBE NEWSWIRE) -- Achieve Life Sciences, Inc. (NASDAQ:ACHV), a late-stage specialty pharmaceutical company focused on the global development and commercialization of cytisinicline as a treatment for nicotine dependence, today announced it has entered into a securities purchase agreement with leading healthcare investors for a private placement of its securities for gross proceeds up to approximately $354 million, before deducting placement agent fees and other expenses, including initial upfront funding of approximately $180 million and up to an additional approximately $174 million on exercise of milestone-driven warrants.
The private placement was led by new investors Frazier Life Sciences, TPG Life Sciences Innovations, venBio Partners, Paradigm BioCapital Advisors and Marshall Wace and also includes participation from both new and existing investors, including Coastlands Capital, Dialectic Capital, Janus Henderson Investors, LifeSci Venture Partners, Logos Capital, Propel Bio Partners, Spruce Street Capital, Venrock Healthcare Capital Partners, Vivo Capital and Wellington Management.
The private placement will be for 49,418,069 shares of common stock at a price of $3.635 per share, or in lieu of shares of common stock, an investor will purchase 100,500 pre-funded warrants at a purchase price of $3.634 per pre-funded warrant, and accompanying warrants to purchase up to 49,518,569 shares of common stock or pre-funded warrants, at a collective purchase price of $3.635 per share of common stock and accompanying warrant or, in lieu thereof, $3.634 per pre-funded warrant and accompanying warrant.
Each pre-funded warrant has an exercise price of $0.001 per pre-funded warrant share. The pre-funded warrants are exercisable at any time after their original issuance, subject to certain ownership limitations, and will not expire.
Each accompanying warrant will be exercisable at an exercise price of $3.51 per warrant share, or $3.509 per pre-funded warrant in lieu thereof. The accompanying warrants are exercisable any time after the date of issuance, subject to certain ownership limitations, and will expire on the later of (i) the twentieth business day following the date on which the company publicly announces that the U.S. Food and Drug Administration has approved cytisinicline for smoking cessation in adults (the "FDA Approval") and (ii) the date on which the company notifies the holders of the FDA Approval (the "Expiration Date"), provided that if an accompanying warrant is not fully exercisable because the company has insufficient authorized and unreserved shares of common stock at the time of the FDA Approval, the accompanying warrant will be exercisable for two years following the date on which ...
