EXHIBIT 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Achieve Life Sciences, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Fees to Be Paid

Equity

Common stock, par value per share $0.001

457(o)

$—

$—

$—

$—

Equity

Preferred stock, par value $0.001 per share

457(o)

Debt

Debt securities

457(o)

Other

Warrants

457(o)

Other

Subscription rights

457(o)

Other

Units

457(o)

Unallocated

(Universal)

 Shelf

457(o)

$200,000,000(1)

N/A(2)

$200,000,000

 

 

 

Total Offering Amounts

$200,000,000

$0.0001476

$29,520.00

 

Total Fees Previously Paid

 

 

 

 

Total Fee Offsets

 

 

Net Fee Due

 

$29,520.00

 

(1)

There is being registered hereunder an indeterminate number of shares of (a) common stock, (b) preferred stock, (c) debt securities, (d) warrants to purchase common stock, preferred stock or debt securities of the Registrant, (e) subscription rights to purchase common stock, preferred stock or debt securities of the Registrant, and (f) units, consisting of some or all of these securities in any combination, as may be sold from time to time by the Registrant. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. There is also being registered hereunder an indeterminate number of shares of common stock, preferred stock and debt securities as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. In no event will the aggregate offering price of all types of securities issued by the Registrant pursuant to this registration statement exceed $200,000,000. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

(2)

The proposed maximum offering price per security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.