--- title: "Achieve Life Sciences prices $45,000,000 offering of stock" url: "https://aibio.space/news/achieve-life-sciences-prices-45-000-000-offering-stock-warrants-3-00/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-06-26" section: "Financings" tickers: "NASDAQ:ACHV" source: "https://www.sec.gov/Archives/edgar/data/949858/000095017025090401/prelimprosuppjune2025-pr.htm" summary: "Achieve priced 15,000,000 shares, each sold with a five-year warrant at $3.00, for $45,000,000 in gross proceeds, below the $3.51 last reported sale price" --- By the aibio.space news desk. Sources - [Achieve Life Sciences, Inc. 424B5 (2025-06-26)](https://www.sec.gov/Archives/edgar/data/949858/000095017025090401/prelimprosuppjune2025-pr.htm) - [prosuppjune2025-projatom.htm](https://www.sec.gov/Archives/edgar/data/949858/000095017025090991/prosuppjune2025-projatom.htm) - [achv-ex99_1.htm](https://www.sec.gov/Archives/edgar/data/949858/000095017025091055/achv-ex99_1.htm) - [Achieve Life Sciences, Inc. 10-K (2025-03-11): business](https://www.sec.gov/Archives/edgar/data/949858/000095017025036831/achv-20241231.htm) [ACHV](https://aibio.space/companies/achieve-life-sciences/) 2025-06-26 # Achieve Life Sciences prices $45,000,000 offering of stock and warrants at $3.00 Tickers [ACHV](https://aibio.space/companies/achieve-life-sciences/) Achieve priced 15,000,000 shares, each sold with a five-year warrant at $3.00, for $45,000,000 in gross proceeds, below the $3.51 last reported sale price on June 26, 2025. The company's 2024 annual report carried a going-concern warning. ## Key facts - **Company**: Achieve Life Sciences, Inc. (NASDAQ: ACHV) - **News type**: Financings - **Primary source**: [Achieve Life Sciences, Inc. 424B5 (2025-06-26)](https://www.sec.gov/Archives/edgar/data/949858/000095017025090401/prelimprosuppjune2025-pr.htm) *The New York Stock Exchange trading floor. Photo: Carol M. Highsmith, public domain, via Wikimedia Commons. The picture shows the field, not the companies named.* ## The offering Achieve Life Sciences, Inc. priced an underwritten public offering of 15,000,000 shares of common stock, each sold with a common warrant, at $3.00 per share and warrant, according to its final prospectus supplement dated June 26, 2025. Gross proceeds are $45,000,000. Underwriting discounts and commissions are $0.18 per share, or $2,700,000, which leaves $42,300,000 in proceeds before expenses. Each common warrant lets the holder buy one share at $3.00, or one pre-funded warrant at $2.999. The warrants can be exercised at any time after issuance, subject to an ownership limit, and expire on the fifth anniversary of issuance. The company does not intend to list them, and the prospectus warns that liquidity for them will be limited. The underwriters have a 30-day option to buy up to 2,250,000 more shares with warrants. If they use it in full, proceeds before expenses would be $48,645,000. Citizens Capital Markets and Raymond James are the joint book-running managers, and Lake Street Capital Markets, LLC is financial advisor to Achieve, according to the company's announcement of the proposed offering. Delivery was expected on June 30, 2025. The stock trades on The Nasdaq Capital Market. Its last reported sale price was $3.80 on June 25, 2025, and $3.51 on June 26, the day the deal was priced. The offering price of $3.00 sits below both figures. ## What the money is for Achieve says it will use the proceeds to fund cytisinicline through potential U.S. marketing approval, along with working capital and general corporate purposes. The prospectus says the net proceeds, together with existing cash, cash equivalents and marketable securities, should be enough to fund cytisinicline through potential FDA approval, which it puts at approximately 12 months from the NDA submission date under a standard review timeline. That is the company's estimate. ## The clinical case The company submitted its New Drug Application for cytisinicline, a smoking cessation treatment, in June 2025. The NDA rests on two Phase 3 studies, ORCA-2 and ORCA-3, which the prospectus describes as large and placebo-controlled. The company says cytisinicline, given for either six or 12 weeks alongside standard behavioral support, produced significantly greater abstinence rates than placebo at the end of treatment and through week 24. The prospectus gives no abstinence percentages, sample sizes or effect sizes for either trial. The company also cites safety data on over 300 participants with at least six months of cumulative exposure from an open-label long-term trial, ORCA-OL, which it says raised no new safety concerns for the Data Safety Monitoring Committee. For vaping, it reports a successful end-of-Phase 2 meeting with the FDA and Breakthrough Therapy designation for that potential indication. Cytisinicline has not been approved by the FDA. On the same day as the offering, the company named Omnicom Group Inc. as its strategic innovation partner and agency of record for a US launch, which the prospectus ties to NDA acceptance and approval. ## The going-concern warning The company's 10-K for 2024, filed March 11, 2025, says "substantial doubt exists as to our ability to continue as a going concern." The same report says the company's continued operation depends on success at raising additional capital sufficient to meet its obligations on time. The June offering is therefore a financing taken under a going-concern warning. It also adds 15,000,000 shares and up to 15,000,000 warrant shares at $3.00 to the company's capital structure. Achieve had 34,685,072 shares outstanding as of March 31, 2025, so the new shares are a large addition. Net tangible book value was approximately $8.3 million, or $0.24 per share, and the prospectus puts the immediate dilution to investors in this offering at $2.00 per share. ## What comes next The next steps are the FDA's review of the NDA, which the company puts at about 12 months from submission, and any exercise of the underwriters' 30-day option. No FDA decision date is given. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story ACHV Achieve Life Sciences, Inc. NASDAQ ยท United States Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/achieve-life-sciences-prices-45-000-000-offering-stock-warrants-3-00/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Achieve Life Sciences prices $45,000,000 offering of stock", 2025-06-26, https://aibio.space/news/achieve-life-sciences-prices-45-000-000-offering-stock-warrants-3-00/