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,
par value
$0.001 per
share

Rule 457(c)

13,086,151(2)

$4.47(3)

$58,495,094.97

$0.0001476

$8,633.88

Total Offering Amounts

$8,633.88

Total Fees Previously Paid

—

Total Fee Offsets

—

Net Fee Due

$8,633.88

(1)

Represents the shares of Common Stock, par value $0.001 per share (the “Common Stock”) of Achieve Life Sciences, Inc. (the “Registrant”) that will be offered for resale by the selling stockholders pursuant to the prospectus to which this exhibit is attached. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of additional shares of Common Stock as may be issuable as a result of stock splits, stock dividends or similar transactions with respect to the shares being registered hereunder.

(2)

Consists of an aggregate of 13,086,151 shares of the Registrant’s Common Stock issuable upon the exercise of warrants or pre-funded warrants to purchase shares of Common Stock of the Registrant.

(3)

Estimated in accordance with Rule 457(c) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $4.47, the average of the high and low prices of the Common Stock as reported on The Nasdaq Capital Market on April 23, 2024.