aibioAchieve Life Sciences agrees to $180 million private placement; CEO Richard Stewart to step down
Tickers ACHV
Achieve Life Sciences agreed on April 15, 2026 to sell shares, pre-funded warrants and warrants for anticipated gross proceeds of about $180.0 million, with up to $173.8 million more if the warrants are exercised. Chief Executive Richard Stewart steps down on April 18, 2026.
Key facts
- Company
- Achieve Life Sciences, Inc. (NASDAQ: ACHV)
- News type
- Financings
- Primary source
- ACHIEVE LIFE SCIENCES, INC. Form 8-K filed April 16, 2026 (SEC EDGAR)
Achieve Life Sciences, Inc. (Nasdaq: ACHV) agreed on April 15, 2026 to sell common stock, pre-funded warrants and common warrants in a private placement. The company reported the deal in a Form 8-K filed April 16, 2026. It expects gross proceeds of about $180.0 million before placement agent fees and expenses. The press release describes the deal as worth up to about $354 million, including the warrants.
The securities and the warrants
The company agreed to sell 49,418,069 shares of common stock, plus pre-funded warrants for up to 100,500 shares in place of shares for some investors. Each share or pre-funded warrant comes with a common warrant for up to 49,518,569 shares. The purchase price is $3.635 for each share and common warrant combination, and $3.634 for each pre-funded warrant combination. The common warrants carry an exercise price of $3.51 per share.
Most of the warrant money depends on a future event. The common warrants are exercisable from issuance, subject to ownership limits and to the company having enough authorized shares. They expire on the later of two dates tied to any Food and Drug Administration approval of cytisinicline for smoking cessation: the twentieth business day after the approval is announced, and the date the holder is told of it. If all the common warrants are exercised, the company would receive about $173.8 million more before expenses. The 8-K gives no date for an FDA decision.
The company must file a resale registration statement within 30 days of closing and try to have it declared effective within 75 days of filing. The closing is expected on or about April 17, 2026.
Who is named
Morgan Stanley & Co. LLC acted as sole placement agent and is owed customary placement fees. The company's counsel on the opinion delivered at closing is Fenwick & West LLP. Ropes & Gray LLP is counsel to certain investors, and the company agreed to pay up to $100,000 of its fees at closing. The press release says the placement was led by Frazier Life Sciences, TPG Life Sciences Innovations, venBio Partners, Paradigm BioCapital Advisors and Marshall Wace, with other named participants.
The chief executive change
On April 15, 2026, Chief Executive Officer Richard Stewart told the board he would step down effective April 18, 2026. He stays on the board. The company expects a separation agreement that provides severance for a termination not for cause.
Andrew Goldberg becomes chief executive officer and a director on April 18, 2026. The 8-K says he has been a portfolio manager at Marshall Wace North America L.P. since February 2024, and a managing director there from March 2021 until February 2024. Marshall Wace is one of the lead investors in the placement. The filing does not describe how the company handled that relationship. Under his employment agreement Goldberg receives an initial base salary of $665,000, a target bonus of 55% of that salary, and restricted stock units representing 1% of the company's fully diluted capitalization.
Use of proceeds and the cash position
The company says it will use the proceeds to fund a Phase 3 trial of cytisinicline for e-cigarette cessation, to commercialize cytisinicline, and for working capital and general corporate purposes. The press release calls Achieve a late-stage specialty pharmaceutical company focused on cytisinicline for nicotine dependence.
The 2025 annual report on Form 10-K, filed March 24, 2026, reports a net loss of $54.6 million for 2025, against $39.8 million for 2024. Cash used in operations was $49.5 million in 2025, against $29.8 million in 2024. Cash and cash equivalents were $12.8 million at December 31, 2024, with short-term investments of $21.6 million, and the 8-K gives no current cash figure.
What comes next
The company must file the resale registration statement and, for the common warrants to be exercisable in full, may need stockholder approval to increase its authorized shares. The 8-K gives no date for an FDA decision on cytisinicline, and most of the warrant money depends on one.