Achieve Life Sciences sells 13M shares at $4.585 in registered direct offering

Achieve Life Sciences has entered into a securities purchase agreement with new and existing investors to raise up to approximately $124.2 million in gross proceeds that includes initial upfront funding of $60.0 million and up to an additional approximately $64.2 million upon exercise of milestone-driven warrants. The financing includes participation from healthcare-dedicated investors, including Propel Bio Partners LLC, Nantahala Capital, and a large, life sciences-dedicated investor. The financing also includes participation from strategic investor Sopharma and certain members of the company’s management team and board of directors. Lake Street Capital Markets, LLC and JonesTrading Institutional Services LLC are acting as joint placement agents for the registered direct offering and concurrent private placement. The purchase and sale will be completed, in part, via a registered direct offering of 13,086,151 shares of common stock at a price of $4.585 per share. In a concurrent private placement, the company will issue unregistered warrants to purchase up to 13,086,151 shares of common stock at an exercise price of $4.906 per share/ These warrants will be immediately exercisable for shares of common stock or pre-funded warrants in lieu thereof, and will expire on the earlier of three and one-half years following the date of issuance and 30 days following Achieve’s public disclosure of the acceptance of a New Drug Application for cytisinicline by the U.S. Food and Drug Administration in a Day 74 Letter or equivalent correspondence. The registered direct offering and the concurrent private placement are each expected to close on or about March 4, 2024, subject to customary closing conditions. The aggregate gross proceeds from the issuance of common stock in the registered direct offering are expected to be approximately $60.0 million, prior to deducting placement agent fees and estimated offering expenses. The company intends to use the proceeds from the offering to fund clinical development of cytisinicline through NDA submission, expected in 1H 2025, including the ORCA-OL clinical trial, to fund other cytisinicline related research and clinical development activities and for working capital and general corporate purposes. If the milestone-driven warrants issued in the private placement are exercised in full, the company would receive $64.2 million in additional proceeds. The company expects that the net proceeds from the registered direct offering and concurrent private placement, assuming the exercise of all of the milestone-driven warrants, will be sufficient to fund its development of cytisinicline into 2026 and through potential FDA approval.