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

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)   1,986,611(2)   $5.97(3)   $11,860,068   $0.0001102   $1,307
         
Total Offering Amounts         $1,307
         
Total Fees Previously Paid        
         
Total Fee Offsets        
         
Net Fee Due               $1,307

 

(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 1,986,611 shares of the Registrant’s Common Stock issuable to the selling stockholders upon the conversion of $18.6 million aggregate principal amount of outstanding indebtedness at a conversion price equal to $9.34 per share, including accrued and unpaid interest.

(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 $5.97, the average of the high and low prices of the Common Stock as reported on The Nasdaq Capital Market on June 13, 2023.