Form: 8-K

Current report

July 6, 2026

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 2, 2026

ACHIEVE LIFE SCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

033-80623

95-4343413

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

22722 29th Drive SE, Suite 100

Bothell, WA

 

98021

1040 West Georgia, Suite 1030

Vancouver, B.C., Canada

V6E 4H1

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (604) 210-2217

N/A

(Former Name or Former Address, if Changed Since Last Report)

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.001 per share

ACHV

The NASDAQ Capital Market

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.

 


 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 6, 2026, following the Annual Meeting of Stockholders (the “Annual Meeting”) of Achieve Life Sciences, Inc. (the “Company”) held on July 2, 2026, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s third amended certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to amend the Certificate of Incorporation as contemplated in Proposal 4 (as described in Item 5.07 below). That description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The Certificate of Amendment was approved by the Company’s board of directors earlier this year and by the Company’s stockholders at the Annual Meeting.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The following is a brief description of each matter voted upon at the Annual Meeting and the certified voting results.

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

 

For

Withhold

Broker
Non-Votes

Jeffrey Farrow

46,282,223

 

 

 

2,026,985

 

 

 

20,641,395

Andrew D. Goldberg

 

 

48,062,586

 

 

 

246,622

 

 

 

20,641,395

 

Lucian Iancovici

 

 

48,072,624

 

 

 

236,584

 

 

 

20,641,395

 

Chris Martin

 

 

48,124,855

 

 

 

184,353

 

 

 

20,641,395

 

Nancy R. Phelan

 

 

46,287,800

 

 

 

2,021,408

 

 

 

20,641,395

 

Aaron Royston

48,077,240

 

 

 

231,968

 

 

 

20,641,395

Thomas Sellig

47,665,074

 

 

 

644,134

 

 

 

20,641,395

 

Richard Stewart

 

 

47,549,760

 

 

 

759,448

 

 

 

20,641,395

 

Reid Waldman

 

 

48,085,775

 

 

 

223,433

 

 

 

20,641,395

 

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

 

(2)
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

 

For

Against

Abstain

Broker
Non-votes

68,612,907

 

 

 

 

198,133

 

 

139,563

 

 

 

 

Pursuant to the foregoing vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.

 

(3)
Approval, by a non-binding advisory vote, of the compensation paid by the Company to its named executive officers:

 


 

 

For

Against

Abstain

Broker
Non-votes

46,351,648

 

 

 

 

610,744

 

 

1,346,816

 

 

 

20,641,395

 

 

Pursuant to the foregoing non-binding advisory vote, the compensation paid by the Company to its named executive officers was approved.

 

(4)
Approval of the Certificate of Amendment to the Certificate of Incorporation to increase the number of the Company's authorized shares of common stock from 150,000,000 shares to 300,000,000 shares:

 

For

Against

Abstain

Broker
Non-votes

64,765,256

 

 

 

 

3,418,706

 

 

766,641

 

 

 

 

 

Pursuant to the foregoing vote, the Certificate of Amendment was approved.

 

 

Item 9.01

Financial Statements and Exhibits.

 

 

 

Exhibit
Number

Exhibit Title or Description

 

 

3.1

Certificate of Amendment to Third Amended and Restated Certificate of Incorporation, filed July 6, 2026.

 

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 


 

SIGNATURES

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

 

ACHIEVE LIFE SCIENCES, INC.

 

Date: July 6, 2026

 

/s/ Mark Oki

 

Mark Oki

Chief Financial Officer (Principal Financial Officer)