Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common stock, $0.001 par value per share

— To be issued under the 2018 Equity Incentive Plan

Rule 457(c) and Rule 457(h)

1,058,288(2)

$4.57(3)

$4,836,376.16(3)

0.0001476

$713.85

— To be issued under the 2017 Employee Stock Purchase Plan

Rule 457(c) and Rule 457(h)

211,657(4)

$3.88(5)

$821,229.16(5)

0.0001476

$121.21

— To be issued under the 2023 Non-Employee Director Equity Incentive Plan

Rule 457(c) and Rule 457(h)

9,750(6)

$4.57(3)

$44,557.50(3)

0.0001476

$6.58

— To be issued pursuant to certain Stock Option Award Agreements dated March 29, 2023 under the 2023 Non-Employee Director Equity Incentive Plan

Rule 457(h)

69,750(7)

$5.9700(8)

$416,407.50(8)

0.0001476

$61.46

— To be issued pursuant to certain Stock Option Award Agreements dated June 7, 2023 under the 2023 Non-Employee Director Equity Incentive Plan

Rule 457(h)

63,000(9)

$6.0000(10)

$378,000.00(10)

0.0001476

$55.79

— To be issued pursuant to certain Stock Option Award Agreements dated January 22, 2024 under the 2023 Non-Employee

Rule 457(h)

157,500(11)

$4.5500(12)

$716,625.00(12)

0.0001476

$105.77

Director Equity Incentive Plan

Total Offering Amounts

$7,213,195.32

$1,064.67

Total Fee Offsets(7)

—

Net Fee Due

$1,064.67

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall cover any additional shares of the common stock of Achieve Life Sciences, Inc. (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.

(2)

Represents 1,058,288 shares of the Registrant’s common stock that were automatically added to the shares reserved for issuance under the 2018 Equity Incentive Plan (the “EIP”) on January 1, 2024, resulting from the automatic annual increase pursuant to the provision of the plan in the number of authorized shares reserved and available for issuance under the EIP.

(3)

Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $4.57 was computed by averaging the high and low prices of a share of Registrant’s common stock as reported on The Nasdaq Global Market on March 27, 2024.

(4)

Represents 211,657 shares of the Registrant’s common stock that were automatically added to the shares reserved for issuance under the 2017 Employee Stock Purchase Plan (“ESPP”) on January 1, 2024, resulting from the automatic annual increase pursuant to the provision of the plan in the number of authorized shares reserved and available for issuance under the ESPP.

(5)

Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $3.88 was computed by averaging the high and low prices of a share of Registrant’s common stock as reported on The Nasdaq Global Market on March 27, 2024, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the ESPP.

(6)

Represents 9,750 shares of the Registrant’s common stock reserved for future grants under the Registrant’s 2023 Non-Employee Director Equity Incentive Plan (the “2023 Plan”).

(7)

Consists of an aggregate of 69,750 shares of the Registrant’s common stock issuable under non-employee director stock option awards granted on March 29, 2023.

(8)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of the exercise price of $5.97 per share.

(9)

Consists of an aggregate of 63,000 shares of the Registrant’s common stock issuable under non-employee director stock option awards granted on June 7, 2023.

(10)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of the exercise price of $6.00 per share.

(11)

Consists of an aggregate of 157,000 shares of the Registrant’s common stock issuable under non-employee director stock option awards granted on January 22, 2024.

(12)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of the exercise price of $4.55 per share.

(7)

The Registrant does not have any fee offsets.