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): March 9, 2021

ACHIEVE LIFE SCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

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):

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 9, 2021, the Board of Directors (the “Board”) of Achieve Life Sciences, Inc. (the “Company”) appointed Bridget Martell, M.D. and Cindy Jacobs, Ph.D., M.D., the Company’s current President and Chief Medical Officer, as directors, effective March 15, 2021. Neither Dr. Martell nor Dr. Jacobs has been appointed to a committee of the Board at this time.

In connection with Dr. Martell’s appointment to the Board, and in accordance with the Company’s non-employee director compensation program, she will receive an annual cash retainer of $[40,000] Board service. In addition, in accordance with the Company’s 2018 Equity Incentive Plan (the “Plan”), on the effective date of her appointment, Dr. Martell will receive an initial stock option grant to purchase up to 5,650 shares of the Company’s common stock with an exercise price equal to the closing stock price as quoted on the Nasdaq Stock Market on the grant date. The options will vest and become exercisable monthly over 36 months commencing one month from the date of grant. Dr. Martell will also enter into the Company’s standard form of indemnity agreement.

Dr. Jacobs will not receive any compensation for her service as a director.

There are no arrangements or understandings between either Dr. Martell or Dr. Jacobs and any other persons pursuant to which they were selected as a directors. There are also no family relationships between Dr. Martell or Dr. Jacobs and any director or executive officer of the Company, and Dr. Martell and Dr. Jacobs have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.       

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

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The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES

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