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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): June 4, 2025

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 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Achieve Life Sciences, Inc. (the “Company”) was held on June 4, 2025. 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:

 

For

Withhold

Broker
Non-Votes

Stuart Duty

14,686,624

 

 

 

410,433

 

 

 

11,422,484

Bridget Martell

 

 

12,956,648

 

 

 

2,140,409

 

 

 

11,422,484

 

Thomas B. King

 

 

14,716,175

 

 

 

380,882

 

 

 

11,422,484

 

Thomas Sellig

 

 

13,038,445

 

 

 

2,058,612

 

 

 

11,422,484

 

Richard Stewart

14,727,815

 

 

 

369,242

 

 

 

11,422,484

Nancy R. Phelan

14,859,492

 

 

 

237,565

 

 

 

11,422,484

Kristen Slaoui

14,858,417

 

 

 

238,640

 

 

 

11,422,484

Pursuant to the foregoing votes, the nominees listed above were elected as directors 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, 2025:

 

For

Against

Abstain

Broker
Non-votes

26,459,791

 

 

 

 

53,879

 

 

5,871

 

 

 

—

 

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, 2025 was ratified.

 

(3)
Approval of an amendment to the Company’s 2023 Non-Employee Director Equity Incentive Plan to increase the number of shares available for issuance thereunder:

 

For

Against

Abstain

Broker
Non-votes

6,736,105

 

 

 

 

7,982,633

 

 

378,319

 

 

 

11,422,484

 

 

Pursuant to the foregoing votes, the amendment of the Company's 2023 Non-Employee Director Equity Incentive Plan was not approved.

________________________

 

 

 

 

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.

 

ACHIEVE LIFE SCIENCES, INC.

 

Date: June 6, 2025

 

/s/ Mark Oki

 

Mark Oki

Chief Financial Officer (Principal Financial Officer)