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)

 

 

Delaware

 

033-80623

 

95-4343413

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

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 5.02. 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

Exhibit No.

 

Description

 

 

 

99.1

 

 

 

Press Release of Achieve Life Sciences, dated March 15, 2021

 

________________________

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.

________________________

 

 

 

 

 

 


 

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: March 15, 2021

 

/s/ John Bencich

 

John Bencich

Chief Executive Officer (Principal Executive and Financial Officer)

 

 

 

Exhibit 99.1

 

 

Achieve Life Sciences Announces Appointment of Dr. Bridget Martell and Dr. Cindy Jacobs to Board of Directors

 

SEATTLE, Wash. and VANCOUVER, British Columbia, March 15, 2021 - Achieve Life Sciences, Inc. (Nasdaq: ACHV), a clinical-stage pharmaceutical company committed to the global development and commercialization of cytisinicline for smoking cessation and nicotine addiction, is pleased to announce the appointment of Dr. Bridget Martell and Dr. Cindy Jacobs to the company’s Board of Directors, effective immediately.

 

“We are excited to welcome Dr. Martell and Dr. Jacobs to the board”, commented Rick Stewart, Achieve’s Executive Chairman of the Board of Directors. “Dr. Martell’s clinical development experience compliments that of Dr. Jacobs, providing the company with depth of knowledge, particularly in the field of addiction, which is critically important for our continued success.”

 

Dr. Martell brings an impressive and diverse background of scientific, clinical, and leadership experience to the team. She is board certified in both Internal and Addiction Medicine, served over 20 years as a practicing physician at Yale, and remains active there as an Entrepreneur in Residence at the Office of Cooperative Research. She has been a pivotal leader in the development and success of numerous marketed products across multiple therapeutic categories and has held leadership and executive roles at Pfizer, Kura Oncology, and Juniper Pharmaceuticals. Dr. Martell holds a B.Sc. in Microbiology from Cornell University, an M.A. in Molecular Immunology from Boston University, and an M.D. from The Chicago Medical School.

 

Dr. Jacobs currently serves as Achieve’s President and Chief Medical Officer. In addition to her board appointment, she will continue in this role leading the regulatory and clinical development efforts for cytisinicline. Dr. Jacobs brings over 30 years of experience in the industry, leading multiple development programs and product regulatory approvals. She has previously held leadership and executive roles at OncoGenex, Corixa, and Immunex. Dr. Jacobs received her Bachelor’s in Microbiology from Montana State University, her Master’s and Ph.D. in Veterinary Pathology/Microbiology from Washington State University, and an M.D. from the University of Washington Medical School.

 

 

 

 

 

 

 

 

 

About Achieve and Cytisinicline  
Tobacco use is currently the leading cause of preventable death that is responsible for more than eight million deaths worldwide and nearly half a million deaths in the U.S. annually.1,2 More than 87% of lung cancer deaths, 61% of all pulmonary disease deaths, and 32% of all deaths from coronary heart disease are attributable to smoking and exposure to secondhand smoke.2 

Achieve’s focus is to address the global smoking health and nicotine addiction epidemic through the development and commercialization of cytisinicline.  

 

Cytisinicline is a plant-based alkaloid with a high binding affinity to the nicotinic acetylcholine receptor. It is believed to aid in smoking cessation by interacting with nicotine receptors in the brain by reducing the severity of nicotine withdrawal symptoms and by reducing the reward and satisfaction associated with smoking. 

 

Cytisinicline is an investigational product candidate being developed for treatment of nicotine addiction, and has not been approved by the FDA for any indication in the U.S.

 

 Forward Looking Statements

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the timing and nature of cytisinicline clinical development activities,  the potential market size and market acceptance for cytisinicline, the potential benefits of cytisinicline   and the development and effectiveness of new treatments. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Achieve may not actually achieve its plans or product development goals in a timely manner, if at all, or otherwise carry out its intentions or meet its expectations or projections disclosed in these forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including, among others, the risk that cytisinicline may not demonstrate the hypothesized or expected benefits; the risk that Achieve may not be able to obtain additional financing to fund the development of cytisinicline; the risk that cytisinicline will not receive regulatory approval or be successfully commercialized; the risk that new developments in the smoking cessation landscape require changes in business strategy or clinical development plans; the risk that Achieve's intellectual property may not be adequately protected; general business and economic conditions; and the other factors described in the risk factors set forth in Achieve's filings with the Securities and Exchange Commission from time to time, including Achieve's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Achieve undertakes no obligation to update the forward-looking statements contained herein or to reflect events or circumstances occurring after the date hereof, other than as may be required by applicable law.

 

Media Contact  

Glenn Silver 

Glenn.Silver@Finnpartners.com 

(646) 871-8485 

 

Investor Relations Contact 
Jason Wong 
jwong@bplifescience.com  
(415) 375-3340 ext. 4