S-8: Securities to be offered to employees in employee benefit plans
Published on April 16, 2026
As filed with the Securities and Exchange Commission on April 16, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
ACHIEVE LIFE SCIENCES, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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95-4343413 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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22722 29th Drive SE, Suite 100 Bothell, WA |
98021 |
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1040 West Georgia, Suite 1030 Vancouver, BC, Canada |
V6E 4H1 |
(Address of principal executive offices) |
(Zip Code) |
Amended and Restated 2024 Equity Inducement Plan
(Full title of the plan)
Richard Stewart
Chief Executive Officer
22722 29th Drive SE, Suite 100
Bothell, WA 98021
(Name and address of agent for service)
(604) 210-2217
(Telephone number, including area code, or agent for service)
Please send copies of all communications to:
Alan Smith, Esq.
Amanda Rose, Esq.
Chelsea Anderson, Esq.
Fenwick & West LLP
401 Union Street, 5th Floor
Seattle, WA 98101
(206) 389-4510
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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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 7(a)(2)(B) of the Securities Act. ☐
INTRODUCTORY NOTE
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Achieve Life Sciences, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register an additional 17,109,163 shares under the Registrant’s Amended and Restated 2024 Equity Inducement Plan (the “2024 Plan”). With respect to the 2024 Plan, this Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8 filed with the Commission on December 5, 2024 (Registration No. 333-283630).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference. |
The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference:
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(a) |
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission March 24, 2026 pursuant to Section 13 of the Exchange Act; |
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(b) |
all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and |
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the description of the Registrant’s common stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on September 27, 1995 (paper filing), pursuant to Section 12(b) of the Exchange Act, including any other amendments or reports filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 8. |
Exhibits. |
The following exhibits are filed herewith:
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Exhibit |
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Incorporated by Reference |
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Filed |
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Exhibit Description |
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Exhibit |
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Filing Date |
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4.1 |
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8-K |
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033-80623 |
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3.1 |
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6/9/2023 |
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4.2 |
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8-K |
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033-80623 |
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3.1 |
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1/5/2017 |
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4.3 |
Amendment (Virtual Meeting) to Sixth Amended and Restated Bylaws |
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10-Q |
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033-80623 |
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3.1 |
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11/7/2018 |
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4.4 |
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10-Q |
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000-21243 |
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4.1 |
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11/10/2008 |
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5.1 |
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X |
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23.1 |
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X |
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23.2 |
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm |
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X |
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24.1 |
Power of Attorney (included on the signature page to this Registration Statement) |
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X |
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99.1 |
Amended and Restated 2024 Equity Inducement Plan and the forms of agreement thereunder |
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X |
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107.1 |
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Item 9. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bothell, Washington, on this 16th day of April, 2026.
ACHIEVE LIFE SCIENCES, INC. |
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By: |
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/s/ Mark Oki |
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Mark Oki Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Richard Stewart, Mark Oki and Erik Atkisson and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ Richard Stewart Richard Stewart |
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Chief Executive Officer and Director (Principal Executive Officer) |
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April 16, 2026 |
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/s/ Mark Oki Mark Oki |
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Chief Financial Officer (Principal Financial Officer) |
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April 16, 2026
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/s/ Jerry Wan Jerry Wan |
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Vice President, Finance (Principal Accounting Officer) |
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April 16, 2026
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/s/ Thomas B. King Thomas B. King |
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Chairman of the Board of Directors
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April 16, 2026
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/s/ Stuart Duty Stuart Duty |
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Director |
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April 16, 2026
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/s/ Bridget Martell Bridget Martell |
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Director |
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April 16, 2026
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/s/ Nancy Phelan Nancy Phelan |
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Director |
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April 16, 2026
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/s/ Thomas Sellig Thomas Sellig |
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Director |
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April 16, 2026
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/s/ Kristen B. Slaoui, Ph.D. Kristen B. Slaoui, Ph.D. |
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Director |
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April 16, 2026
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