UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2017

ACHIEVE LIFE SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (425) 686-1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As noted below, on October 26, 2017, the stockholders of Achieve Life Sciences, Inc. (the “Company”) approved an amendment to the Company’s certificate of incorporation to eliminate cumulative voting for the election of directors. On October 31, 2017, the Company filed the Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect such amendment. A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this report.

The Annual Meeting of Stockholders of the Company was held on October 26, 2017. The following is a brief description of each matter voted upon and the certified voting results.

(1) Election of seven directors to serve until the Company’s next annual meeting or until the directors’ successors are duly elected and qualified:

Pursuant to the foregoing votes, the nominees listed above were elected as directors to serve on the Company’s board of directors.

(2) Ratification the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017:

Pursuant to the foregoing votes, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified.

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(3) Approval of the Company’s 2017 Equity Incentive Plan:

Pursuant to the foregoing votes, this matter was approved.

(4) Approval of the Company’s 2017 Employee Stock Purchase Plan:

Pursuant to the foregoing votes, this matter was approved.

(5) Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to eliminate cumulative voting for the election of directors:

Pursuant to the foregoing votes, this matter was approved.

(6) Approval, by a non-binding advisory vote, of the compensation paid by the Company to its named executive officers:

Pursuant to the foregoing votes, this matter was approved.

(7) Indication, by a non-binding advisory vote, whether future non-binding advisory votes to approve the compensation paid by the Company to its named executive officers should be held every one, two, or three years:

Pursuant to the foregoing votes, a frequency of three years was indicated as the preferred frequency. Consistent with the recommendation of the Company’s Board of Directors and the outcome of the stockholder vote regarding this proposal, the Company’s Board of Directors determined to hold an advisory vote once every three years to approve the compensation paid by the Company to its named executive officers.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 1, 2017

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