Achieve Life Sciences, Inc 8-K, filed Jul 6, 2026
Achieve Life Sciences, Inc. (ACHV)
About this 8-K
Achieve Life Sciences, Inc filed this 8-K on July 6, 2026, reporting on events of July 2, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: (
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(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:
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Name of exchange on which registered |
The |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 6, 2026, following the Annual Meeting of Stockholders (the “Annual Meeting”) of Achieve Life Sciences, Inc. (the “Company”) held on July 2, 2026, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s third amended certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to amend the Certificate of Incorporation as contemplated in Proposal 4 (as described in Item 5.07 below). That description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The Certificate of Amendment was approved by the Company’s board of directors earlier this year and by the Company’s stockholders at the Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following is a brief description of each matter voted upon at the Annual Meeting and the certified voting results.
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For |
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Withhold |
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Broker |
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Jeffrey Farrow |
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46,282,223 |
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2,026,985 |
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20,641,395 |
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Andrew D. Goldberg |
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48,062,586 |
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246,622 |
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20,641,395 |
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Lucian Iancovici |
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48,072,624 |
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236,584 |
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20,641,395 |
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Chris Martin |
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48,124,855 |
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184,353 |
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20,641,395 |
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Nancy R. Phelan |
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46,287,800 |
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2,021,408 |
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20,641,395 |
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Aaron Royston |
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48,077,240 |
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231,968 |
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20,641,395 |
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Thomas Sellig |
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47,665,074 |
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644,134 |
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20,641,395 |
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Richard Stewart |
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47,549,760 |
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759,448 |
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20,641,395 |
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Reid Waldman |
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48,085,775 |
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223,433 |
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20,641,395 |
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Pursuant to the foregoing votes, the nominees listed above were elected to serve on the Company’s board of directors.
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Abstain |
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68,612,907 |
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198,133 |
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139,563 |
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— |
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Pursuant to the foregoing vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.
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Abstain |
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46,351,648 |
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610,744 |
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1,346,816 |
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20,641,395 |
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Pursuant to the foregoing non-binding advisory vote, the compensation paid by the Company to its named executive officers was approved.
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Abstain |
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Broker |
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64,765,256 |
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3,418,706 |
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766,641 |
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— |
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Pursuant to the foregoing vote, the Certificate of Amendment was approved.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit |
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Exhibit Title or Description |
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3.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ACHIEVE LIFE SCIENCES, INC. |
Date: July 6, 2026 |
/s/ Mark Oki |
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Mark Oki Chief Financial Officer (Principal Financial Officer) |
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT OF
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
ACHIEVE LIFE SCIENCES, INC.
Achieve Life Sciences, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:
FIRST: The name of the corporation is Achieve Life Sciences, Inc. The Corporation's original Certificate of Incorporation was filed with the Secretary of State of Delaware on March 22, 1995 under the name Sonus Pharmaceuticals, Inc.
SECOND: The Amendment of the Third Amended and Restated Certificate of Incorporation of the Corporation in substantially the form set forth in the following resolution has been duly adopted in accordance with the provisions of Sections 211 and 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation.
RESOLVED, that the first two sentences of “Article IV - Authorized Capital” of the Third Amended and Restated Certificate of Incorporation as presently in effect be, and the same hereby are, amended and restated in their entirety to read as follows:
“The Corporation is authorized to issue two classes of stock to be designated respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all classes of stock which the Corporation shall have authority to issue is 305,000,000, of which (i) 300,000,000 shares shall be designated Common Stock and shall have a par value of $0.001 per share; and (ii) 5,000,000 shares shall be designated Preferred Stock and shall have a par value of $0.001 per share.”
THIRD: This Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation so adopted (i) reads in full as set forth above and (ii) is hereby incorporated into the Third Amended and Restated Certificate of Incorporation by this reference. All other provisions of the Third Amended and Restated Certificate of Incorporation remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 6th day of July, 2026.
ACHIEVE LIFE SCIENCES, INC. |
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By: |
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/s/ Andrew D. Goldberg |
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Andrew D. Goldberg |
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Chief Executive Officer and President |